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HomeMy WebLinkAboutItem 8.1 Grafton Station GPOF Ill 4 �Ir 111 0 � =�, 82 DATE: TO: FROM: STAFF REPORT CITY COUNCIL September 15, 2015 Honorable Mayor and City Councilmembers Christopher L. Foss, City Manager SUBJECT: Grafton Street (Promenade) General Plar Amendment Study Update Prepared by Mike Porto, Consulting Planner EXECUTIVE SUMMARY: CITY CLERK File #420 -30 and Eastern Dublin Specific Plan At the request of the property owner, the City Council, on October 15, 2013, initiated a General Plan /Eastern Dublin Specific Plan Amendment Study for the proposed Grafton Street development project (formerly known as The Promenade). The Study evaluates the Applicant's proposal to change the land use designations for the 23 -acre site from Neighborhood Commercial and Public /Semi - Public to Medium Density Residential and Mixed Use. The Applicant's current proposal includes a total of 237 residential units and 36,000 square feet of commercial spaces, comprised of 131 single - family detached residential units, 70 multifamily attached residential units and 36 multifamily attached residential units, each with 1,000 square feet of ground floor retail tenant space fronting on Grafton Street south of Finnian Way and onto Dublin Boulevard. FINANCIAL IMPACT: No financial impact to the City. All costs associated with preparing the General Plan Amendment /Eastern Dublin Specific Plan Amendment Study are borne by the Project Proponent. RECOMMENDATION: Staff recommends that the City Council receive the Staff presentation and provide feedback and direction to Staff and the Applicant regarding the proposed project. Submitted By Community Development Director DESCRIPTION: Background Reviewed By Assistant City Manager On October 15, 2013, the City Council initiated a General Plan and Eastern Dublin Specific Plan Amendment Study for the Grafton Street project, formerly known as The Promenade Page 1 of 7 ITEM NO. 8.1 (Attachments 1 and 2). The Study Area is located along the east and west sides of Grafton Street between Dublin Boulevard and Central Parkway as shown in Figure 1 below. The site is comprised of approximately 20 acres currently designated Neighborhood Commercial and approximately three acres designated Public /Semi - Public and the current zoning allows up to 230,000 of commercial development. The Applicant proposes to change the existing land use designations to Medium Density Residential (6.1 -14 du /ac) and Mixed Use. The project, as currently proposed, includes a total of 237 residential units and 36,000 of commercial spaces, comprised of 131 single - family detached residential units, 70 multifamily attached residential units and 36 multi - family units each with 1,000 square feet of ground floor retail tenant space fronting on Grafton Street south of Finnian Way and onto Dublin Boulevard (Attachment 3). Figure 1: Vicinity Map yh L At this meeting, Staff and the Applicant are seeking feedback and direction from the City Council regarding the proposed project. If directed to move forward, Staff will work with the Applicant to refine the project and prepare the proposed General Plan /Eastern Dublin Specific Plan Amendments, and associated entitlements including a Planned Development Rezone, Site Development Review, Vesting Tentative Map and environmental impact analysis in accordance with the California Environmental Quality Act (CEQA) for consideration by the City Council. ANALYSIS: At the direction of the City Council, Staff prepared a General Plan and Eastern Dublin Specific Plan Amendment Study analyzing the following as further discussed below: ➢ Land Use and proposed densities ➢ Circulation and connectivity to surrounding neighborhoods, including connections to the currently proposed commercial uses to the south at Grafton Plaza, and at the existing Grafton Station shopping center ➢ Timing of Grafton Plaza Commercial Development ➢ Project interface with the surrounding neighborhoods Page 2 of 7 ➢ The Applicant's retail supply and demand study ➢ Fiscal impacts of proposed change ➢ Impacts to public schools ➢ Prepare a retail study ➢ Community feedback regarding the best suited uses for the area Land Use and Proposed Densities The Applicant currently proposes to designate 14.6 -acres located north of Finnian Way to Medium Density Residential (6.1 -14 du /ac). This area would include 131 single - family detached residential units with a density of 9.0 du /acre. The 7.4 -acre area south of Finnian Way would be designated Mixed Use and include 106 multi- family residential units and 36,000 square feet of ground floor commercial tenant space. These residential units would have a density of 14.3 du /acre. The commercial component is comprised of 36 individual 1,000 square foot retail tenant spaces, each on the ground floor of a residential unit. These commercial tenant spaces are proposed to front on Grafton Street and Dublin Boulevard. Each tenant space would be individually owned and managed by the owner of the residential space located above. There would not be a direct internal access between the residential unit and the commercial space. Each unit would have separate HVAC systems; however, each corresponding residential and commercial space may share utilities. The concept proposed by the developer would be targeted to owner /users and to investors. Owner /users could purchase the unit for their primary residence and operate a small business in the ground floor space or lease this space. Investors could purchase the units and rent the residential and commercial spaces separately. It is the developer's position that, due to the lack of market viability for a larger retail development, this smaller scale mixed -use commercial concept could present an opportunity for a range of service and professional office uses that serve neighboring residents. Because of the size of spaces and the proposed design and construction (i.e. no venting for restaurant uses), it is likely that users would be comprised primarily of offices and professional service uses such as real estate and title companies, legal services, medical and dental, mailbox and mailing services, and similar uses. In addition, a variety of smaller independent retail users could choose to lease this type of space, such as specialty retailers, or perhaps even simple food users (such as sandwich shops) which do not need extensive venting or plumbing. The project, as proposed, has raised some concerns from Staff which could be addressed through the Site Development Review process. The concept of work/live units can present some challenges for development of a vibrant business district. Consistent hours of operation can be a challenge in such areas. Owner /operators can operate their business like a hobby, with uncertain hours of operation. Also, depending upon how the space is utilized, the commercial look can be impacted. For example, if the spaces are used for storage or personal use of a non- commercial nature, the storefronts will not present a vibrant character for pedestrians. Ensuring the storefronts are well- designed for retailers and shopkeepers will be an important factor in the success of the retail as a whole and in the overall development of the site. It may be worth considering ensuring that several of the spaces include adequate venting and plumbing to support a cafe or coffee shop. Also, the long -term viability of the center may require development of Covenants, Conditions & Restrictions (CC &Rs) to ensure complementary business operations and maintenance. In the longer term, the commercial area could potentially suffer from the lack of coordinated marketing and leasing to ensure the appropriate tenant mix, Page 3 of 7 which may impact its vibrancy as well. These issues, and others, may need to be addressed as part of the review process to ensure the buildings are constructed and operated in a manner that will promote their success and maximize the likelihood of commercial vibrancy. Circulation and Connectivity This area was envisioned to be a central hub for Dublin Ranch. Therefore, many of the existing trails and street connections were designed to bring residents to this area from other parts of Dublin Ranch. There are enhanced pedestrian pathways which border this area that begin in the north part of Dublin Ranch near Green Elementary. The proposed Grafton Street extension will continue the north -south pedestrian and vehicular connectivity. Finnian Way will also be completed creating an east -west pedestrian and vehicular connection between Devaney Square and Bray Commons, both City Parks. The location of the commercial tenant spaces is important to activate the area. Attention will need to be paid to the location and visibility of parking to help ensure the success of the commercial area and compatibility with the surrounding residential components. Timing of Grafton Plaza Commercial Development The Applicant is currently processing an application for a Planned Development Rezone and related Stage 2 Development Plan and Vesting Tentative Map for the entire Grafton Plaza site (south of this proposed project area) to allow a four -story hotel with 127 rooms, 115 attached three -story residential units, and a place holder parcel for future development of approximately 55,000 square feet of commercial development. The proponents for the hotel and the residential development are processing separate Site Development Review applications. The construction timing has not been determined. However, it is anticipated that the Zoning will include a Phasing Plan that requires construction of the hotel before, or concurrent with construction of the residential units. These projects are proposed to come before the Planning Commission and City Council toward the end of this year. Project Interface with Surrounding Neighborhoods The Applicant's proposed development includes single - family detached units north of Finnian Way. This project type does not currently occur in the immediate area. The proposed project fronts most of these units to the surrounding neighborhoods. Residential units are also proposed to front onto Devaney Square, Grafton Street and Central Parkway as well as the two east /west trails that border the development area. This development pattern north of Finnian Way would blend these lower density units with the adjacent medium -high density developments and due to their three story nature, would complement and establish compatibility with the existing adjacent architecture. The 36 commercial shopkeeper units are currently proposed to front onto Grafton Street south of Finnian Way and onto Dublin Boulevard. The remaining 70 townhouse units would be in three -story buildings located behind the commercial component. These attached units would complement and blend with the higher density products to the east and west. Retail Supply and Demand Study This site was originally approved for a 230,000 square foot retail /commercial center. The economic downturn and development of other strong retail centers (such as the San Francisco Premium Outlets in Livermore, Fallon Gateway and Persimmon Place in Dublin) have absorbed much of the demand for retailers seeking new space in the immediate trade area. In order to better understand the existing and projected market conditions, and whether the market may support construction of a larger center on this site, the City requested an update of the August 2013 Retail Supportability Analysis which was completed by ALH Urban & Regional Economics Page 4 of 7 (Attachment 4). The report analyzes the current retail sales in Dublin and projects the future amount of retail that may be supported in the community. The analysis suggested that Dublin has a variety of undeveloped prime retail sites that are superior to this location based on visibility and freeway access. In light of those conditions, the report concludes that it is unlikely that a large -scale commercial center, as originally proposed, could be supported at this location. Fiscal Impacts of Proposed Change During the review of this project, Staff requested Keyser Marston Associates conduct a fiscal analysis of two alternatives to determine the proposed project's impacts to the City's General Fund (Attachment 5). The first alternative, referenced in the analysis as Alternative 1 (237 -units of medium density residential with 36,000 square feet of shopkeeper /retail space), is compared to an earlier proposed retail concept for the site (230,000 square feet of commercial development) referenced as Alternative 2. The study evaluated the impacts on each scenario on the City's General and Gas Tax Funds. It did not include one -time revenues, such as building permit revenues or impact fees; rather it estimated ongoing revenues such as property and sales taxes. Service costs were estimated by applying per capita budget factors. The analysis indicated that both scenarios would generate an annual surplus of revenue to the City of Dublin. The study suggests that Alternative 1, the proposed residential and mixed -use alternative, would generate an annual surplus of $305,000 in General Fund and Gas Tax Fund revenues. Most of the General Fund impact is due to the property taxes generated by the project, with a smaller amount generated due to the potential sales taxes collected by the shopkeeper retail space. Alternative 2, the former retail concept, is estimated to generate a larger annual surplus of $590,000, largely due to potentially higher sales taxes and reduced service costs. Impacts to Public Schools The City's General Plan and Zoning for Dublin Ranch, which includes the project site, required the owners to fully mitigate impacts on school facilities caused by new development in Dublin Ranch. The Dublin Unified School District and the Lin Family entered into an "Agreement for the Mitigation of Development Impacts Upon the School Facilities of Dublin Unified School District" in 1998 (Attachment 6). The developer has mitigated for those impacts in accordance with the agreement. Prepare a Retail Study The City Council held a workshop on July 8, 2014, in which Michael Berne, a principal with MJB Consulting presented the City Council with a retail development analysis. This included an overview of the market in Dublin and the surrounding trade area, consumer demand, key factors regarding the desirability of commercial sites, and the ability to absorb additional commercial development. Community Feedback Regarding the Best Suited Uses for the Area The City Council directed Staff to obtain community input about the best use of the Study Area by way of the Commercial Development Task Force (CDTF). The CDTF Summary and Key Recommendations Report includes a series of recommendations for the Study Area (Attachment 7). The CDTF recommendations include: ➢ There is support for a combination of commercial and residential development here. ➢ This site requires a strong commercial component. ➢ The commercial component should front on Grafton Street and Dublin Boulevard. ➢ Commercial development should be walkable with a "main street' feel. ➢ Grafton Street should extend through the site to the north and south. ➢ The timing of residential construction should be tied to commercial construction Page 5 of 7 ➢ There is a preference for horizontal mixed -use but open to vertical mixed —use. Next Steps: Staff is seeking direction and feedback from the City Council. If the City Council directs Staff to further process this General Plan Amendment Study, Staff will: 1. Evaluate the proposed land plan and development proposal and work with the Applicant to refine the plans; 2. Work with the Applicant to address concerns regarding the operations, maintenance and marketing of the commercial component; 3. Evaluate any associated environmental impacts from the land use change such as traffic and noise, and prepare the appropriate environmental documents; 4. Perform any additional studies that may be required; and 5. Prepare a project analysis for consideration by the Planning Commission and the City Council. Staff will then present the Planning Commission with the proposed project, including the General Plan /Specific Plan Amendments and related entitlements, for recommendation to the City Council. The City Council then could take action on the proposed General Plan and Specific Plan Amendment and related entitlements. NOTICING REQUIREMENTS /PUBLIC OUTREACH: The City mailed notices to all property owners and tenants within 300 feet of the proposed Study Area as well as all residents and tenants of the Villas, the Cottages, the Courtyards and the Terraces, and Sorrento. A public notice also was published in the Valley Times, posted on the City's website and posted in the designated posting places. A copy of this Staff Report was distributed to the Project Proponent and available on the City's website. ENVIRONMENTAL REVIEW: The California Environmental Quality Act (CEQA), together with the State Guidelines and City environmental regulations require that certain projects be reviewed for environmental impacts and when applicable, environmental documents prepared. This is an informational report to the City Council and is Categorically Exempt under Section 15306, Class 6 of the State CEQA Guidelines (Information Collection). ATTACHMENT: 1. City Council Staff Report dated October 13, 2013 2. Adopted Minutes from City Council meeting of October 15, 2013 approving the Resolution to initiate a General Plan and Eastern Dublin Specific Plan Amendment Study to evaluate changing the existing Neighborhood Commercial and Public /Semi - Public Land Use designations to Medium Density Residential to accommodate a combination of single - family detached residential units and attached single - family townhomes and mixed use development along Dublin Boulevard as well as community amenities within the project area 3. Preliminary development plan 4. Retail Supportability Analysis prepared by ALH Urban & Regional Economics Page 6 of 7 5. Fiscal Impact Analysis prepared by Keyser Marston Associates. 6. Agreement for the Mitigation of Development Impacts Upon the School Facilities of Dublin Unified School District 7. Commercial Development Task Force Summary and Key Recommendations Report Page 7 of 7 or '19 82 ..........rrFO DATE: TO: FROM: SUBJECT STAFF REPORT CITY COUNCIL October 15, 2013 Honorable Mayor and City Councilmembers Joni Pattillo, City Manager ..� CITY CLERK File #420 -30 Promenade General Plan and Eastern Dublin Specific Plan Amendment Study Initiation Request Prepared by Mike Porto, Consulting Planner EXECUTIVE SUMMARY: The City Council will consider a request to initiate a General Plan and Eastern Dublin Specific Plan Amendment Study which would evaluate a proposal to change the existing Neighborhood Commercial and Public /Semi - Public Land Use designations to Medium Density Residential to accommodate a combination of single - family detached residential units and attached single - family townhomes with the possibility of mixed use development along Dublin Boulevard and community amenities within the project area. FINANCIAL IMPACT: No financial impact to the City. All costs associated with preparing the General Plan Amendment/Eastern Dublin Specific Plan Amendment Study, if authorized by the City Council, would be borne by the Project Proponent. RECOMMENDATION: Staff recommends that the City Council either adopt Resolution approving the initiation of a General Plan and Eastern Dublin Specific Plan Amendment Study to evaluate changing the existing Neighborhood Commercial and Public /Semi - Public Land Use designations to Medium Density Residential to accommodate a combination of single - family detached residential units and attached single - family townhomes and mixed use development along Dublin Boulevard as well as community amenities within the project area; OR adopt Resolution denying the initiation of a General Plan and Eastern Dublin Specific Plan Amendment Study to evaluate changing the existing Neighborhood Commercial and Public /Semi - Public Land Use designations to Medium Density Residential to accommodate a combination of single - family detached residential units and attached single - family townhomes and mixed use development along Dublin Boulevard as well as community amenities within the project area. Page 1 of 5 ITEM NO. 8.1 Submitted By Director of Community Development DESCRIPTION: Background ,r Reviewed By Assistant City Manager The proposed Study Area is an approximate 23 -acre area commonly referred to as the Promenade. The Study Area is located along the east and west side of Grafton Street between Dublin Boulevard and Central Parkway. The proposed Study Area abuts the Devany Square and is adjacent to the following residential developments: Table 1: Surroundina Uses Location w /in Area G Project Name No. of Units Land Use General Plan /EDSP NE The Courtyards 281 units Medium High Density Residential NW The Cottages 200 units Medium High Density Residential SE The Terraces 626 units High Density Residential SW The Villas 289 units High Density Residential 1,396 units The General Plan /Eastern Dublin Specific Plan land use designations for the Promenade were approved by the City Council on March 7, 2000. The current land use designations are Page 2 of 5 approximately 20 acres designated as Neighborhood Commercial and approximately 3 acres designated a Public /Semi - Pubic. The project area currently has a Planned Development Zoning with a Stage 1 Development Plan. The Stage 1 Development Plan approved a concept for the Promenade to create a Main Street within Dublin Ranch with up to 230,000 sf of commercial development and 80 residential units. The intent and purpose is to provide a pedestrian- oriented and neighborhood - serving commercial center including retail, commercial, and entertainment, within the neighborhood commercial land use, serving the daily needs of the surrounding residential neighborhoods, and providing shopping, service, and entertainment opportunities for a wider community base. The Promenade also includes a Public /Semi - Public land use designation which allows a variety of uses including facilities owned by a public agency or non - profit entity such as schools, libraries or City office buildings. Additionally, quasi - public uses such as child care centers, youth centers, senior centers, religious institutions or other facilities that provide cultural, educational or other similar services that benefit the community also are allowed. Fi Land Use Designations The City received a letter from Martin Inderbitzen requesting City Council consideration of initiating a General Plan and Eastern Dublin Specific Plan Amendment Study to evaluate a proposal to change the Land Use designation to Medium Density Residential with the possibility of Mixed Use along the Dublin Boulevard frontage (Attachments 1a and 1b). The Applicant's intent is to provide a combination of single - family detached residential units and single - family attached residential units at densities within the Medium Density range (6.1 to 14.0 du /ac). ANALYSIS: It has been past practice for the City Council to initiate all General Plan and Specific Plan Amendment Studies prior to accepting an official application and beginning work on such a request. Any development of the site would also require a Stage 1 and Stage 2 Planned Development Rezone, Tentative Subdivision Map, and Site Development Review. The Eastern Dublin Specific Plan envisioned the Promenade as a gathering place for residents of Eastern Dublin and Dublin Ranch specifically, which would incorporate walkability from the surrounding multi - family neighborhoods by inclusion of various pathways and connections as well as providing a commercial resource of up to 230,000 square feet and Public /Semi - Public Page 3 of 5 uses to meet the neighborhood needs of the residents. Plazas and outdoor dining were a part of that original vision. The applicant's proposal would eliminate the 230,000 square feet of neighborhood commercial uses and replace those uses with a combination of single family attached and detached residential structures with a number of units and a density as yet unknown. The potential for the inclusion of some commercial /mixed use development fronting Dublin Boulevard is also included in the applicant's request. In conjunction with their request, the Applicant commissioned a retail supply and demand study for the Promenade property which also looked at additional properties in eastern Dublin to bolster their application. This study is included with the Applicant's letter attached hereto as Attachment 1b. Should the City Council authorize the initiation of a General Plan and Eastern Dublin Specific Plan Amendment Study; Staff will evaluate the retail supply and demand study as described below. If the City Council initiates a General Plan and Eastern Dublin Specific Plan amendment study, Staff will prepare a study and return to the City Council with an analysis of the following- 1 . Land Use and proposed densities; 2. Circulation and connectivity to surrounding neighborhoods, including connections to the currently proposed commercial development to the south at the Grafton Plaza site, and at the existing Grafton Station shopping center; 3. Timing of the proposed commercial development on the Grafton Plaza site; 4. Project interface with the surrounding neighborhoods; 5. The Applicant's retail supply and demand study; 6. Fiscal impacts of proposed change; and 7. Impacts to public schools. The City Council would then have the opportunity to direct Staff to further process the Amendment Study or conclude the study at that time. If the City Council decides to proceed with the Amendment Study, Staff would then- 1 . Evaluate the proposed land plan; 2. Evaluate any associated environmental impacts from the land use change such as traffic and noise, and prepare the appropriate environmental documents; 3. Perform any additional studies that may be required; and 4. Prepare a project analysis for consideration by the Planning Commission and the City Council. If these tasks result in a recommendation to amend the existing land uses, Staff would then present the Planning Commission with the proposed General Plan and Specific Plan land use amendments for recommendation to the City Council. The City Council then could take action on the General Plan and Specific Plan Amendment. Any development on the site would require application materials which would be presented concurrently with the requested land use amendments, including: a) the Planned Development Rezone consistent with the proposed land use amendment, b) Site Development Review, c) Vesting Tentative (Tract) Map, and d) any required environmental determination under the California Environmental Quality Act (CEQA). Page 4 of 5 Staff has prepared draft Resolutions approving and denying the initiation of a General Plan and Eastern Dublin Specific Plan Amendment Study (Attachments 2 and 3, respectively). NOTICING REQUIREMENTS /PUBLIC OUTREACH: Although a public notice is not required to review a request to initiate a General Plan or Specific Plan Amendment Study, the City mailed notices to all property owners and tenants within 300 feet of the proposed Study Area as well as all residents and tenants of the Villas, the Cottages, the Courtyards and the Terraces, and Sorrento West. A public notice also was published in the Valley Times, on the City's website and posted in the designated posting places. A copy of this Staff Report was distributed to the Project Proponent. ENVIRONMENTAL REVIEW: The General Plan and Eastern Dublin Specific Plan Amendment Study initiation request has been reviewed in accordance with the provisions of the California Environmental Quality Act (CEQA) and was found to be Categorically Exempt under Section 15306, Class 6 of the State CEQA Guidelines (Information Collection). ATTACHMENT: 1. Property Owner /Project Proponents' letters of request a. Letter dated September 25, 2013 clarifying previous letter b. Letter dated September 16, 2013 with the retail supply /demand analysis as an attachment 2. Resolution approving the initiation of a General Plan and Eastern Dublin Specific Plan Amendment Study to evaluate changing the existing Neighborhood Commercial and Public /Semi - Public Land Use designations to Medium Density Residential to accommodate a combination of single - family detached residential units and attached single - family townhomes and mixed use development along Dublin Boulevard as well as community amenities within the project area 3. Resolution denying the initiation of a General Plan and Eastern Dublin Specific Plan Amendment Study to evaluate changing the existing Neighborhood Commercial and Public /Semi - Public Land Use designations to Medium Density Residential to accommodate a combination of single - family detached residential units and attached single - family townhomes and mixed use development along Dublin Boulevard as well as community amenities within the project area 4. General Plan Amendment Study Status Report. 5. Opposition letter from resident received October 8, 2013. Page 5 of 5 MINUTES OF THE CITY COUNCIL OF THE CITY OF DUBLIN REGULAR MEETING — OCTOBER 15 2013 A regular meeting of the Dublin City Council was held on, Tuesday, October 15, 2013, in the City Council Chambers of the Dublin Civic Center. The meeting was called to order at 7:00 p.m., by Vice Mayor Biddle. ROLL CALL PRESENT: Councilmembers Gupta, Hart, Haubert, and Vice Mayor Biddle ABSENT: Mayor Sbranti PLEDGE OF ALLEGIANCE The pledge of allegiance to the flag was recited by the City Council, Staff and those present. Vm. Biddle stated that Mayor Sbranti was absent due to attendance at an education conference. ORAL COMMUNICATIONS Presentation by Senator Mark DeSaulneir 7:01 p.m. 3.1 Vm. Biddle stated the Senator was unable to attend tonight's meeting. Measure B Citizens Watchdog Committee Repo 7:02 p.m. 3.2 James Paxson, Chair of the Alameda County Transportation Commission Measure B Citizens Watchdog Committee, made a presentation on the Measure B Annual Report. DUBLIN CITY COUNCIL MINUTES 1 VOLUME 32 REGULAR MEETING OCTOBER 15, 2013 � Eden Housing Proclamation 7 :05 p.m. 3.3 The City Council presented a proclamation to Eden Housing marking its 45 -year anniversary. Acceptance of Gifts to City from splatter Event Sponsors 7:11 p.m. 3.4 The City Council accepted the gifts and presented certificates of participation to the splatter event sponsors. Presentation of the City of Dublin's O enGov Transparency Site 7:23 p.m. 3.5 The City Council received a presentation on the City's OpenGov Transparency site. Red Ribbon Week Proclamation 7:34 p.m. 3.6 The City Council presented a proclamation in honor of National Red Ribbon Week. World Polio Day Proclamation 7:38 p.m. 3.7 The City Council presented a proclamation to the Dublin Rotary Club proclaiming October 24, 2013 as World Polio Day in Dublin. Introduction of New Employee: Kristen Middleton 7:40 p.m. 3.8 The City Council welcomed new City employee, Kristen Middleton, to the Dublin Staff. DUBLIN CITY COUNCIL MINUTES 2 VOLUME 32 " REGULAR MEETING OCTOBER 15, 2013 �' Public Comments 7:42 p.m. 3.9 No comments were made by any member of the public at this time. CONSENT CALENDAR 7:43 p.m. Items 4.1 through 4.7 On motion of Cm. Gupta, seconded by Cm. Hart and by unanimous vote (Mayor Sbranti absent), the City Council took the following actions: Approved 4.1 Minutes of the October 1, 2013 Special City Council Meeting and the October 1, 2013 Regular City Council Meeting. Adopted 4.2 RESOLUTION NO. 171 -13 APPROVING AMENDMENT TO THE AGREEMENT WITH BELLECCI & ASSOCIATES, INC. TO PROVIDE CONSULTING SERVICES FOR THE DUBLIN BOULEVARD IMPROVEMENTS - SIERRA COURT/CIVIC PLAZA TO DUBLIN COURT — CIP NO. 960026 Adopted 4.3 RESOLUTION NO. 972 -13 ACCEPTANCE OF TRACT IMPROVEMENTS FOR TRACT 7642, SORRENTO WEST NEIGHBORHOOD 1, "MILANO," (TOLL BROTHERS, INC.) AND APPROVAL OF REGULATORY TRAFFIC CONTROL DEVICES Adopted 4.4 RESOLUTION NO. 173 -13 APPROVAL OF THIRD AMENDMENT TO SUBLICENSE AGREEMENT BETWEEN THE CITY OF DUBLIN (CITY) AND THE EAST BAY REGIONAL PARK DISTRICT (EBRPD) REGARDING THE ALAMO CANAL AND TASSAJARA CREEK REGIONAL TRAILS DUBLIN CITY COUNCIL MINUTES 3 VOLUME 32 REGULAR MEETING 0<t OCTOBER 15, 2013 Adopted 4.5 RESOLUTION NO. 174 -13 ACCEPTANCE OF TRACT IMPROVEMENTS FOR TRACT 7646, SORRENTO WEST NEIGHBORHOOD 5, "AMALFI" (TOLL BROTHERS, INC.) Adopted 4.7 RESOLUTION NO. 175 -13 AMENDING THE BUDGET RESOLUTION FOR THE CITY OF DUBLIN FOR FISCAL YEAR 2013 -2014 WRITTEN COMMUNICATIONS — None. PUBLIC HEARINGS City of Dublin Climate Action Plan Update and Negative Declaration 7:44 p.m. 6.1 Vm. Biddle opened the public hearing. No public comments were received at this time. Vm. Biddle closed the public hearing. On motion of Cm. Gupta, seconded by Cm. Haubert by unanimous vote (Mayor Sbranti absent), the City Council adopted RESOLUTION NO. 176 - 13 ADOPTING A NEGATIVE DECLARATION FOR THE CITY OF DUBLIN CLIMATE ACTION PLAN UPDATE RESOLUTION NO. 177 -13 ADOPTING THE CITY OF DUBLIN CLIMATE ACTION PLAN UPDATE DUBLIN CITY COUNCIL MINUTES 4 VOLUME 32 REGULAR MEETING 4 OCTOBER 15, 2013 UNFINISHED BUSINESS Approve and Authorize Adoption of the Tri-Valley Transportation Council Joint Exercise of Powers Agreement 8:04 p.m. 7.1 On motion of Cm. Hart, seconded by Cm. Gupta and by unanimous vote (Mayor Sbranti absent), the City Council adopted RESOLUTION NO. 178 -13 APPROVING AND AUTHORIZING THE ADOPTION OF THE TRI- VALLEY TRANSPORTATION COUNCIL (TVTC) JOINT EXERCISE OF POWERS AGREEMENT NEW BUSINESS Promenade General Plan and Eastern Dublin Specific Plan Amendment Study Initiation Request 8:13 p.m. 8.1 Cm. Gupta stated "I own a personal residence that's located proximal to the land in question that this item concerns so I'm going to recuse myself from this item. However, I will be commenting as a member of the general public as a homeowner." Cm. Gupta left the dais and the Council Chamber. Vm. Biddle stated Mayor Sbranti also owned a piece of property within the 300 feet and, although he was not in attendance, he would also have to recuse himself from the item. Vm. Biddle then read public comments from Tim Sbranti, Dublin resident. City Attorney Bakker stated that because only three Councilmembers were hearing the item, to adopt an ordinance, three aye votes would be needed. The City Council had the option to make a motion to initiate the action by a vote of 2 -1. Marty Inderbitzen, Applicant, provided comment on this item. Abe Gupta, Dublin resident, provided public comment on this item. Arun Goel, Dublin resident, provided public comment on this item. Jim Kenna, Dublin resident, provided public comment on this item. Sudhanhu Garg, Dublin resident, provided public comment on this item. DUBLIN CITY COUNCIL MINUTES 5 VOLUME 32 REGULAR MEETING ti OCTOBER 15, 2013 Harmeet Singh, Dublin resident, provided public comment on this item. Brian Dulac, Dublin resident, provided public comment on this item. Bruce Levitin, Dublin resident, provided public comment on this item. Navdeep Oberoi, Dublin resident, provided public comment on this item Pankai Gautaun, Dublin resident, provided public comment on this item Marcie Schwartz, Dublin resident, provided public comment on this item. Kent Fleener, Dublin resident, provided public comment on this item. Todd Katz, Dublin resident, provided written comment on this item. Chris Clevers, Dublin resident, provided written comment on this item. Shirley Hill, Dublin resident, provided written comment on this item. Marion Kallas, Dublin resident, provided written comment on this item. Barbara Hoffman, Dublin resident, provided written comment on this item On motion of Cm. Hart, D, seconded by D. Flaubert and by majority vote (Cm. Biddle voting no, Cm. Gupta having recused himself, Mayor Sbranti absent), the City Council approved a motion Approving the initiation of a General Plan and Eastern Dublin Specific Plan Amendment Study to evaluate changing the existing neighborhood commercial and public/semi-public land use designations to medium density residential to accommodate a combination of single - family detached residential units and attached single - family townhomes and mixed use development along Dublin Boulevard, as well as community amenities within the project area, (portion of APN 985 -0078 -004); and including the additional following two items in the General Plan and Eastern Dublin Specific Plan amendment study: 8. Prepare Retail study and prioritize sites High, Medium and Low. 9. investigate best suited uses for the area with feedback and participation from community. Presentation of Preliminary FY 2012 -13 Year -End and FY 2013 -14 1st (quarter Results 11:27 p.m. 8.2 On motion of CM. Gupta, seconded by Cm. Hart and by unanimous vote (Mayor Sbranti absent), the City Council adopted DUBLIN CITY COUNCIL MINUTES r 6 VOLUME 32 REGULAR MEETING OCTOBER 15, 2013 RESOLUTION NO. 179 - 13 ADOPTING A FIRST [QUARTER BUDGET AMENDMENT TO THE CITY OF DUBLIN'S FISCAL YEAR 2013 -14 BUDGET AND POSITION ALLOCATION SUMMARY RESOLUTION NO. 180 -13 ADOPTING A YEAR -END BUDGET AMENDMENT TO THE CITY OF DUBLIN'S FISCAL YEAR 2012 -13 BUDGET AND POSITION ALLOCATION SUMMARY Commercial Facade Improvement Grant Program Agreement With Khaied and Amal Aburahma Rahma Mediterranean Market 11:18 p.m. 8.3 On motion of Cm. Haubert, seconded by Cm. Gupta and by unanimous vote (Mayor Sbranti absent), the City Council adopted RESOLUTION NO. 181 -13 APPROVING A COMMERCIAL FAgADE IMPROVEMENT GRANT PROGRAM AGREEMENT WITH KHALED AND AMAL ABURAHMA RELATING TO FACADE IMPROVEMENTS TO BE PERFORMED ON A PROPERTY LOCATED AT 7111 VILLAGE PARKWAY OTHER BUSINESS 11:38 p.m. Brief information only reports were provided by City Council and/or Staff, including committee reports and reports by City Council related meetings attended at City expense (AB 1234). -0- DUBLIN CITY COUNCIL MINUTES 7 VOLUME 32 ' REGULAR MEETING OCTOBER 15, 2013 ADJOURNMENT 10.1 There being no further business to come before the City Council, the meeting was adjourned at 11:45 p.m. in memory of Staff Sgt. Sean Diamond and our fallen troops. Minutes prepared by Caroline P. Soto, City Clerk /Records Manager r I` ATTEST: City Clerk Mayor DUBLIN CITY COUNCIL MINUTES 8 VOLUME 32 ' REGULAR MEETING OCTOBER 15, 2013 i �j. 1. ! { j- �+• LL 1 T mom { n Y` L a z g w ❑ w � W p V) } c _ J `t z W Q u W w z C� J 3E Y m rn u a 1 , 1 L i c c � c o a N �ro °'moo W Ya�o N Z a J Z Z �nl ID I O � C�7 Q rN V Q N _Z ° U a � Z o _N' J m # W ( Y J J O z O_ ~ a a J in a z z O O H H LL LL Y cr O () n< 111 �s� J J 0 c c o U m � L if rrNN �� LV _h z W a c� z 0 z D o � a N ZQ o _ U o CA � Lu ❑ Y J J 0 r klI P�j E� w m o .a _. � roc •1 .� o -a � C7 y o w Z W Q r Z 0 P�j E� J J O w m o Q = a w .� o -a � C7 y o w Z W Q Z 0 o N O/y I . a N a 2 _Z U o Z Q tAN J V m ^' LU 5 ❑ Y J J O SIM OWW m °dam c7 d °o�N a Y� � h H W 6 Z o O Z a L U o N J N m � X� 5 LLI Z v. z z a a � J r W N J w U �w U a m c7 Q c7 z � Z N U NZ w U w d I I E!� P1 H = ^ Q q o = a J Z Q v� w w�a di w J V tA c� V a m Zq m _ V o � z M J N W ' y 0� s 'o a' �R ro Ln V) O CL (L) o V) s C C 4-J U M c O a U a " M cUJ � C L� U N ++ Ln .J -0 w C C LE La N •- m 5 4-jm O J ClA E rp OL O uU a cu 0 m 2 Jm Q J r t:T�] EJ Z J a W V a 6 C7 w 000N o } "0v" w 20 to w xQ�,n'Oin� H N Z a G Z O H LL Q o N N t ry� V J Q Q L� r L LI U o 4n Z Z ° m N 01 � � (p U ( o y d +- W U O J r act' ft J J zo O v t:T�l E� } wA W Q m a � av� Qo UJ >— R � Yoe LLI YQ��n'O H N Z a z 0 LL Q° d' J a Q H a a LLI V o ZZ o 01 J � co r via J J zo O v N r L ^A L E v v r� s a� ro v Od r, ft� r r �� t -07A1 v v C'� W Q ! q � a Q a rn W soy ti - no W H N Z Z O L Q J Q H a Q Vo m Z Z 01 tc I ❑ Y v v C'� z O Y g W o Vw w u t/3 Z Z Z M } Q w 3 a d 1111 E� c o O U N o YQ�tn'�ui �c Y ' O H W Z a L N a W in O Q u o a z M OJ � ' m i[ 5 J r 0 MON Mm a Q 3 a = w a 117- a a w p z a a w zJ F- za w Q� T- V) 0 2F x w Z Q wU a wa 1 o N EJ Q� Z Ed J i +.n Qo ° F1p v�O ��// LV � tlT➢ Y Q,n in'Oin� W 0 W a 05 w J U U m s N w L a 0 w N a O V o o 0 _ J N a1oY Q� Z Ed w W > U Q a LIJ H H w F w cr Z = Z F w F w Z j Z w I I 1�1 EM SOFA" O1 m Ulo� J 10 �% 0 c Z c o c ,a LU = a rn Lil u d LU N N Q a ca Lli > U Q J a Q D H a Q LU u o V Z z ° J � O1 m Ulo� J 10 �% 0 WE '7 m EJ a - L a rn ao IS r m O m YQNV',O�i,� Gn LA LLI U U" Q O� a H Z L LI " LLIQ � (> o Z o Z 01 m � l C) J s �Ilqg 01 soap a. _ r AbbD o ^boa„_ 4 . •t EM r � O 6 y O C7 d VOvN E Y Q if1 Vl � ul � 1 Q J m Q z a U o Y z o J 7 N J J r Z LU w w a � a 0 LLJ wz a� z a it zw a °W w ao u> LU0 Lu soap a. _ r AbbD o ^boa„_ 4 . •t EM r � O 6 y O C7 d VOvN E Y Q if1 Vl � ul � 1 Q J m Q z a U o Y z o J 7 N J J r w w� z Z Z ° ° W LL LL W O FQ— W W kn Vl O v~i a LL 11J LL1 N kn Q d a 1 1 ' t, 14t 1 `• \�,•y 1 µ. .� „1�..!!Y t� . �_�f4_ rye IkN 13t D � s 00 I m:TA] EM Wil oa c W O m a rn Z r v UL W a w >� H ° V- J Q Q H LU U o Z ° O' D VIC :J :J NETS 1100A, m a m } •- VI N � � u W Mj r `A r W W H � o ZV N a7 a Z 0 Q N I.- V o LL Z M O Q J � 1710 MAN 0 EJ 0104 _ o ' ooUQ� ry } J J O C) -6 m Oyo W W N H W L/•U�/ li• N N O N Z 5Q 1 Q Z O a U o LL Zo J � c71oY J J O Ln Z ~ 0 LL Z L/) L/) :D w F- W Z LU w p Q O Lli w U = Z 3: Q Lu O � W O ry fy + a�. kit �s E� J S. �r s C'� r 5 a o Q 3oOU� a Ya°v°„n'O� an w Y J H U w U a J a a D F- C N JL W Q U o U Z o Z J N 01 UInY J S. �r s C'� W M �•! A� cr Z w O LL r oo N W O H O V Z o W W � a 06 W Z Q N a V o J Z W) J m O Y d' a LL O w `o i:w MAN ;1�6 _:f i v �6 N w I m��1 z ETE W z Slow Q J W c o a � d u Q ° _ N o O — N c � o _ J ~ YQ`�✓'iO�n� a z W 0 N w w w � s rN N � z Q `O r LL A/ Q V l_J o Z N L.L 0ic t C Y W_ J J O m:T01 IMM NOW C The Promenade and City of Dublin Retail Supportability Analysis Update to September 2013 Study Prepared for: Charter Properties Prepared by: g iiii uu,u� flII uu.1 uu 111111 s Illl lllh ° ° °i uu� � uu.� �� IIII'„ August 2015 TABLE OF CONTENTS EXECUTIVE SUMMARY ........................................................................... ............................... OVERVIEW............................................................................................. ............................... I SUMMARY OF RETAIL SUPPLY CONDITIONS ..................................................... ............................... 1 SUMMARY OF RETAIL DEMAND CONSIDERATIONS ............................................ ............................... 1 RETAIL SUPPORTABILITY CONCLUSION AND THE PROMENADE IMPLICATIONS ........... ............................... 2 II. INTRODUCTION .................................................................................. ............................... 3 STUDY PURPOSE AND APPROACH ................................................................. ............................... 3 STUDY RESOURCES ................................................................................... ............................... 4 III. EXISTING, PLANNED,AND POTENTIAL RETAILSUPPLY ........................... ..............................5 EXISTING RETAIL INVENTORY ....................................................................... ............................... 5 MAXIMUM RETAIL POTENTIAL ....................................................................... ............................... 5 PLANNED AND POTENTIAL RETAIL SUPPLY ....................................................... ............................... 6 EXISTING AND CUMULATIVE RETAIL ............................................................... ............................... 7 IV. DUBLIN RETAIL DEMAND ..................................................................... ............................... 8 DUBLIN RETAIL MARKET CHARACTERIZATION ................................................... ............................... 8 DUBLIN RESIDENT -BASED RETAIL DEMAND ...................................................... ............................... 9 V. DUBLIN RETAIL SUPPORTABILITY ......................................................... ............................... 12 TRI- VALLEY RESIDENTIAL CAPACITY ............................................................. ............................... 12 TRI- VALLEY RETAIL SPENDING IMPLICATIONS ................................................. ............................... 12 CITYWIDE SUPPORTABLE RETAIL BASE ASSESSMENT .......................................... ............................... 13 SUPPORTABLE INCREMENTAL RETAIL SPACE ................................................... ............................... 13 VI. RETAIL SUPPORTABILITY CONCLUSION ............................................. ............................... 15 POTENTIAL OVERSUPPLY CONDITIONS ........................................................ ............................... 15 IMPLICATIONS FOR THE PROMENADE AT DUBLIN RANCH .................................. ............................... 15 ASSUMPTIONS AND GENERAL LIMITING CONDITIONS .......................... ............................... 18 APPENDIX A: EXHIBITS APPENDIX B: Map of Select Future Retail Sites LIST OF EXHIBITS (Appendix A) Exhibit 1. City of Dublin Commercial Property by General Plan Land Use Designation, Estimate of Maximum Retail Potential Exhibit 2. Identified Planned and Proposed Retail Development Projects, City of Dublin, July 2015 Exhibit 3. Select Vacant Sites with Retail Potential, City of Dublin, July 2015 Exhibit 4. City of Dublin Retail Demand, Sales Attraction, and Spending Analysis, 2014 Exhibit 5. Existing Populaton Supportable Square Feet, City of Dublin, in 2015 Dollars Exhibit 6. Calculation of Sales per Square Foot Estimates, Select Retail Stores and Store Types, 2010 Through 2014, and 2015 Projected Exhibit 7. City of Dublin, Buildout Potential Resident - Supported Retail Space, in 2015 Dollars Exhibit 8. City of Dublin, Buildout Potential Resident - Supported Space by Type of Retail Exhibit 9. Tri- Valley General Plan Population and Housing Unit Capacities Exhibit 10. Household and Retail Market Characteristics, Tri - Valley Cities, 2015 Exhibit 11 . City of Dublin Supportable Retail Square Feet from a Regional Perspective Exhibit 12. City of Dublin Oversupply of Potential Retail Space at Residentail Buildout I. EXECUTIVE SUMMARY Ilr IIrIIIIIr ALH Economics conducted analysis regarding the supply and demand for retail space in the City of Dublin, with implications for the development potential of Charter Properties' 23.5 -acre property called The Promenade at Dublin Ranch. This analysis focused on assessing the long -term match between Dublin's supply of retail space pursuant to Dublin's General Plan land use designations and the City's future potential demand for retail space. The findings of this study indicate Dublin likely has an oversupply of land designated for commercial development. Many of the undeveloped parcels with retail potential are very well located to capture both local and regional demand. The Promenade property comprises an infill site with limited visibility, within a community that already has numerous nearby shopping opportunities for convenience and comparison shopping goods. This is an update to a study prepared in September 2013 to allow for a more current analysis. This update accounts for changes in market conditions, as well as updated area demographics, sales, and spending. SUMMARY VIII " "' III' III'1111 "'I'" JIIIII�.. s IIpIIpIII Y C III III�'tlll "'I "'111 111 The findings indicate that based upon existing General Plan and Eastern Dublin Specific Plan land use designations, the City of Dublin has the development potential for 5.7 million square feet of retail at buildout of the City's properties with retail potential. Examined a different way, based on the City's estimated existing 3.2- million- square -foot retail base and properties with identified or prospective retail development potential, the City has the potential for 6.2 million square feet of total retail development potential.' This estimation includes consideration of 22 properties in Dublin with identified retail development plans or other retail development potential, many of which are located proximate to The Promenade along major thoroughfares or with highway visibility. This estimation also includes existing retail development in addition to all properties with future retail potential based upon existing General Plan land use designations. Conservatively, ALH Economics assumes this maximum potential based on existing land use designations and identified projects totals 6.0 million square feet. This includes existing retail development as well as all properties with future retail potential based upon existing General Plan land use designations. SUMMARY III " "' IIC IIIIIIII "'I'" IIIIIL. III';YIIIIIIIM 111 111'; ) I "'llDl S These retail supply figures contrast with existing and buildout demand projections. Assuming a household buildout estimate of 28,575 based upon the City's General Plan, ALH Economics estimates that Dublin residents will have the potential to support 2.4 million square feet of retail space. Currently, the City of Dublin serves a regional market, with approximately 60% of all retail sales in Dublin generated by regional demand. In other words, Dublin's residents currently support approximately 40% of Dublin's retail base. If 60% of Dublin's retail sales continue to be supported by ' This includes the 3.2 million square feet of existing inventory, 1.1 million square feet of identified, planned retail projects in Exhibit 2, and additional sizes designated for up to 1.9 million square feet of retail per Exhibit 3. IIRrAud ^ul"I" ;uffpj U Y " aY �ua U.U�� U� 1 I Ur�a . � ��p uoi id II r:a:;u a ^;u a uur:,a retail demand when Dublin is built out, then based on the volume of space estimated to be supported by the City's residents the supportable retail square footage will total 5.9 million square feet of space. However, the likelihood of Dublin continuing this level of attraction is low. This is attributable to the relatively greater level of residential buildout already achieved by the Tri- Valley cities that account for Dublin's retail sales attraction plus the increasing retail attraction character of some of these cities, such as neighboring Livermore. Thus, future supportable retail space in Dublin will be lower, dependent upon the share of sales contributed by the region. If 50% of Dublin's retail demand at buildout comprises attraction then the City's supportable retail space estimate is 4.7 million square feet. In like manner, if the City's share of retail attraction drops to 40% then the total supportable retail square footage drops to 3.9 million square feet. III'1111 "'t'" JIIIII V IIINP III "'t'" Jlllltllllll t "' Y C III OII VIII III JII' III[) "'t MIPIII KA t "'III 'III These supportable retail square footage estimates are based upon the regional share of sales compared to the City's current estimate of 3.2 million square feet and maximum potential of 6.0 million square feet of retail. If Dublin's retail base continues to be 60% region - serving, there will be an oversupply of an estimated 100,000 square feet of potential retail development at residential buildout. If Dublin's retail base falls, estimates of the surplus range from 760,000 square feet if Dublin achieves 55% regional attraction up to 2.1 million square feet if the share of regional attraction drops to 40 %. In the long -term, it is not likely that Dublin will continue to achieve attraction as high as 60 %, given that many regional retailers are already located in Dublin, that the region's growth rate is slowing relative to Dublin, and that adjoining cities are strengthening their retail base. Most likely a strong level of attraction will remain, but the 60% level may not be sustainable in the long -run given the cited factors. Therefore, the analysis strongly suggests that Dublin has many parcels designated to support retail development that are unlikely to be able to successfully support retail development, and that alternative land uses should be considered that will best support Dublin's long -term growth as a balanced community. Many of the undeveloped parcels with retail potential are very well located to capture both local and regional demand. In contrast, Charter Properties' The Promenade property comprises an infill site with limited visibility, within a community that already has numerous nearby, attractive retail shopping opportunities for convenience and comparison shopping goods. Already the neighborhood's convenience and comparison retail needs are being sufficiently met by existing retail opportunities in Dublin, such as nearby Waterford Place for convenience shopping and the relatively proximate Hacienda Crossing for comparison shopping, and it took many years even after the end of the Great Recession for the local- serving component of Charter Properties' nearby Grafton Station project to achieve strong occupancy. A number of Dublin's vacant properties that are designated for retail development will complement this existing array of comparison and convenience shopping opportunities. Many of the vacant sites are adjacent to or near existing major retail nodes, such that their development will strengthen the critical mass of retail at these locations. Most importantly, if warranted by retailer demand, development of these sites would help Dublin preserve its regional - serving character. It therefore is more appropriate for the City of Dublin to retain these sites for retail, rather than an infill site such as The Promenade with no potential to create this critical mass. Therefore, ALH Economics believes that the retail supportability analysis supports Charter Properties' General Plan Amendment request to convert the 23.5 acres reserved for The Promenade away from a retail designation. IIRrAud SulplpoirtdjdhU y " aY sua U� U� 2 I Ur�a . � ��p uoi id II r:a:;u a ^;u a uur:,a II. INTRODUCTION "'I "' I[ IIP IIC IIP S�111ll llI III';) X!N!NIOAOh I Charter Properties is a real estate development company with several commercial real estate holdings in the Eastern Dublin Specific Plan area. Several of these properties have been developed bringing major retailers to the City of Dublin, including Lowes Home Improvement Warehouse, Target, and Dick's Sporting Goods. Charter Properties' real estate holdings include a 23.5 -acre property in Eastern Dublin currently referred to as The Promenade at Dublin Ranch. This property is located between Dublin Boulevard and Central Parkway, to the east of Tassajara Road. Pursuant to its location, the property lacks visibility from major thoroughfares such as Tassajara Road or Interstate 580. As such, the property comprises an infill location within the City of Dublin. Pursuant to the Master Planning process for Dublin Ranch, this property was envisioned to comprise the community's neighborhood shopping center, providing retail and services to the area's resident population base, including adjoining high density housing developments. Charter Properties is seeking a General Plan Amendment to change the land use designation of this 23.5 -acre land area. Charter Properties believes that the amount of existing and planned retail in the City of Dublin precludes the potential for The Promenade to successfully attract neighborhood- oriented retailers. Charter Properties has already developed a more local- serving shopping center at Grafton Station, located very proximate to The Promenade completed in 2008. Seven years later, this 49,011 -square- foot center has 9.75% vacancy, down substantially from 30% two years ago, well after the end of the Great Recession. This long absorption period for Grafton Station, plus the nearby location of Waterford Place at the periphery of Dublin Ranch, with a grocery store and other neighborhood - serving retailers, suggests that the original concept of developing The Promenade as a neighborhood shopping center is not supportable. Charter Properties further believes this is compounded by the number of undeveloped parcels in the City of Dublin with superior visibility that are designated for commercial retail development, which results in a potential oversupply of land designated for retail development. Accordingly, Charter Properties engaged ALH Economics to conduct a retail supportability analysis for the City of Dublin. This analysis focuses on assessing the long -term match between Dublin's supply of retail space pursuant to Dublin's General Plan land use designations and the City's future potential demand for retail space. The suitability of The Promenade retail site as a future retail property is then assessed in the context of these findings. ALH Economics pursued a number of tasks to complete this analysis. These tasks included: • Conduct site and field reconnaissance • Estimate volume of existing Dublin retail inventory • Identify Dublin General Plan -based maximum retail potential • Identify planned retail development projects in Dublin • Estimate Dublin's existing and buildout resident retail demand • Conduct sensitivity analysis regarding Dublin's long -term retail supportability • Analyze the long -term potential for additional retail development in Dublin • Assess the long -term retail potential of Charter Properties' The Promenade retail project Y " Y I Uuoi ids II 001101 a u1CS II��.Up:�u ,., ^Nu.ull "II " ^;uffp:���u uU uua� ��u�a U..U��a p�U�; 3 II..JI II UUir��a:�u.0 �" Il��:p I "'UIII';U III'IIIIIIIIUUIII'UIIIIIIII The retail supportability analysis relied upon a number of key resources. These resources are all identified in the sources and notes to the exhibits developed to support the analysis. These resources are as follows: • Gtyof Dublin resources. These include representatives from the City's Planning and Economic Development Departments; a City of Dublin Commercial Property Database with General Plan land use designations; the City of Dublin General Plan 2035, Land Use Element; and Appendix 4 of the "City of Dublin Eastern Dublin Specific Plan." • Other TV-Valley City resources. These sources include planning documents from other Tri- Valley cities, including the City of Livermore General Plan; the City of Pleasanton General Plan; and the City of San Ramon General Plan. • Thirdpadyresources. These sources include Realquest, a property information search engine; select commercial real estate brokerage retail market reports; the California State Board of Equalization, Taxable Sales in California reports; the U.S. Census Bureau, American Community Survey; the State of California Department of Finance, demographic reports; Nielson, a national resource for demographic estimates and projections; the United States Bureau of Labor Statistics, Consumer Price Index; Retail Maxim, a retail industry performance resource; Alameda County Office of Assessor, Parcel Viewer; and a market study prepared for the City of Dublin by Keyser Marston Associates, Inc. in May 2009, titled "Downtown Dublin Specific Plan — Focused Market Study. " All of these resources are identified as warranted in the text and /or the series of exhibits found in Appendix A that document the retail supportability analysis. An additional map is located in Appendix B. Y " Y I Uuoi ids II 001101 a u1CS II��.Up:�u ,., ^Nu.ull "II " ^;uffp:���u uU uua� ��u�a U..U��a p�U�; 4 II..JI II UUir��a:�u.0 �" Il��:p III. EXISTING, PLANNED, AND POTENTIAL RETAIL SUPPLY VIII t "'ll14G IIC IIIIIIII "'t'" III IIL. IIHMVI11114 "'t "' IIC The City of Dublin has a large retail base. Estimates of the size of Dublin's existing retail base vary, depending upon the commercial brokerage firm surveyed. However, economic research conducted for the City in support of the Downtown Specific Plan in May 2009 estimated that the City's retail base totaled 2.8 million square feet at that time.2 This estimate, prepared by the real estate advisory firm Keyser Marston Associates on behalf of the City of Dublin, was based upon numerous resources, including the Shopping Center Directory, project information available from the City's website, and City staff. Additional retail development has occurred since that timeframe. The most notable additions are 235,055 square feet developed by Charter Properties at Fallon Gateway, where Target, Dick's Sporting Goods, and BJ's Restaurant & Brewhouse have since been developed and occupied, as well as Persimmon Place, which comprises 153,400 square feet including Whole Foods, Nordstrom Rack, HomeGoods, and other shop space. Thus, with the addition of these new regional - serving retailers, Dublin has an estimated commercial retail base of approximately 3.2 million square feet. This equates to approximately 61 square feet of retail space per Dublin resident, based upon a 2015 population estimate of approximately 52,400 prepared by Nielson, a national resource for demographic estimates and projections.' MS'IIIMM III'1IIIIIIII "'t' "IIIIIL. IIP "'t "'lllllllllll "'t "'IIL5111.. Dublin's 3.2 million square feet of existing retail inventory comprises just a portion of the City's long- term potential retail space based on current General Plan land use designations. ALH Economics developed an estimate of the City of Dublin's long -term retail development potential based upon analysis of land parcels in Dublin with a commercial General Plan land use designation. The City of Dublin made a database available to ALH Economics with all commercially- designated parcels. Parcel- specific data included General Plan land use description, Assessor Parcel Number, and parcel size. ALH Economics sorted the parcel database by land use designation, with the results presented in Exhibit 1. This indicates 965.1 acres of commercially- designated property, including developed and undeveloped parcels. The 965.1 acres of parcels comprise 12 different land use designations, such as General Commercial, Neighborhood Commercial, and Retail /Office. Each land use designation has a different capacity for retail development, depending upon the allowable uses and typical patterns of development. In conjunction with City of Dublin Planning Department and Economic Development Department staff, ALH Economics prepared and applied assumptions to each category of land use to develop an estimate of the City's maximum retail potential given current land use designations. Some of these assumptions included the percent of each category that does or will comprise retail, and the floor area ratio (FAR) for development. The assumed percentages of retail range from 0% for the 2 See "Downtown Dublin Specific Plan — Focused Market Study," prepared for the City of Dublin by Keyser Marston Associates, Inc. See retail market discussion on page 15. ' The Nielson estimate for 2015 is 52,376. This compares to Dublin's 2010 census population of 45,598. Y " Y I Uuoi ids II 001101 a u1CS II��.Up:�u ,., ^Nu.ull "II " ^;uffp:���u uU uua� ��u�a U..U��a p�U�; 5 II..JI II UUir��a:�u.0 �" Il��:p properties designated Campus Office to 100% for the properties designated Neighborhood Commercial. Many categories were assigned a 50% or higher percentage based on City input and knowledge of existing development. The retail FAR assumes 0.25, with the exception of Neighborhood Commercial, assumed at 0.35. The resulting figures indicate that based on existing General Plan land use designations the City of Dublin has the potential to develop 5.7 million square feet of retail space (see Exhibit 1). As stated above, this includes existing development as well as potential new development on currently vacant parcels. Therefore, based on the preceding estimate of 3.2 million square feet of existing retail space, Dublin has the future potential to develop an additional 2.5 million square feet of retail space based on General Plan land use designations. Notably, this is supply potential based on land use designations, and is not a demand -based estimate. Further, this 5.7 million figure is the result of an estimation procedure, with potential for a nominal margin of error. PIIL.111IIIIIIIIIIIIII';) 111III';) IIP "' "'IIIIIIIIIII "'I "'IIllll.. III'IIIIIIII "'I "'IIIIIL. SIII'III'IIL: There are numerous retail projects in the planning process in the City of Dublin. These include projects that are approved, planned, or otherwise engaged in the planning process. Identified Planned and Proposed Projects Exhibit 2 identifies 10 properties with current or recent past identified retail development plans located throughout the City of Dublin. The Promenade, the Charter Properties site that is the subject of this report, is denoted as #7 on this exhibit. Most of the projects cited in Exhibit 2, as noted in the accompanying map in Appendix B, are located proximate to The Promenade site, generally with more visibility and accessibility. The 10 projects listed on Exhibit 2 total an estimated 1.1 million square feet of potential retail development. Some of these projects have anticipated opening or completion dates, but many are indeterminate, or no longer actively planned, including projects that gained approvals before or during the Great Recession. The notable project that is no longer actively planned is #6, "The Stockbridge Site" (formerly "The Green at Park Place" project), which was formerly approved for 305,000 square feet of retail space in 2008 at the onset of the Great Recession. The owner of this property sought a General Plan Amendment to reduce the retail space to 40,000 square feet; however, this action was denied in April 2015, effectively ending the current project plans. Thus, this project remains in the roster of potential projects with the initial 305,000 square feet consistent with the existing General Plan and zoning designations. The 10,000- square -foot retail segment of #9, Jordan Ranch, is also no longer actively planned. Therefore, these projects are not included in the total. Select Vacant Sites with Retail Potential In addition to the 10 sites with identified planned and proposed retail projects, there are 11 more sites in Dublin with notable amounts of retail development potential. These sites, consecutively identified as #11 to #22 continuing from the prior exhibit, are also denoted on the map in Appendix B. Similar to the parcels referenced in Exhibit 2, many of these parcels are located proximate to The Promenade's site, with enhanced visibility and accessibility. The undeveloped properties identified in Exhibit 3 have even greater retail development potential than the projects included in Exhibit 2. Some of these parcels alternatively have potential for office Y " Y I Uuoi ids II 001101 a u1CS II��.Up:�u ,., ^Nu.ull "II " ^;uffp:���u uU uua� ��u�a U..U��a p�U�; 6 II..JI II UUir��a:�u.0 �" Il��:p development. These 11 parcels, which total approximately 220 acres of undeveloped land in Dublin, have the potential for up to 1.9 million square feet of retail development. This acreage is especially concentrated in the area to the immediate east and west of The Promenade, comprising properties #1 1 to #14. These properties generally surround The Promenade, and collectively have the potential for 1.7 million square feet of retail development. Some of these properties, such as #11 and #12, have limited opportunity to convert to non - commercial uses, due to air flight restrictions, while others, such as property #14 that borders Tassafara Road, have sought and are likely to continue to seek some conversion to residential development. VIII t "'llHMG 111 111';) C M IIL. "'t "'llMl11lll II IIIIIIII "'t "' IIIIIL. The preceding retail supply analysis provides a general range of potential retail supply in Dublin based upon existing General Plan land use designations and prospective development plans. The analysis based on land use designations in Exhibit 1 indicates the potential for 5.7 million square feet of retail space. Combining the findings of Exhibits 2 and 3 with the existing retail base of 3.2 million square feet results in an estimate of approximately 6.2 million square feet of potential retail space (i.e., 1.1 million square feet from Exhibit 2 and 1.9 million square feet from Exhibit 3). These total retail space estimates are relatively comparable, suggesting that given existing land use designations in Dublin there is the potential for an average of about 6.0 million square feet of retail space upon buildout. Y " Y I Uuoi ids II C0I I01 a u1CS II��.Up:�u ,., ^Nu.ull "II " ^;uffp:���u uU uua� ��u�a U..U��a p�U�; 7 II..JI II UUir��a:�u.0 �" Il��:p IV. DUBLIN RETAIL DEMAND [)U !11Mll..11ll4 IIC111111111 "'t' "U 111111.. MU11C11111JII11111 "'t "' Cllh ° °t 11x1UC" ' 11111111111 '1111:7 "'t "'IIIMIII The City of Dublin is characterized as an attraction retail market, meaning that the City attracts more retail demand than would be expected given the City's population base. This determination is based on a Retail Demand, Sales Attraction, and Spending Analysis prepared by ALH Economics pertinent to the City of Dublin. This analysis is presented in Exhibit 4, and is based upon City of Dublin retail sales achieved during 2014. This is an update of an analysis done in 2013, as well as a separate report done during the same timeframe by ALH Economics for the City of Dublin .4 The City of Dublin's characterization as a retail attraction market is also consistent with analysis prepared for the City of Dublin relative to the Downtown Dublin Specific Plan.' The City of Dublin Retail Demand, Sales Attraction, and Spending Analysis corresponding with 2014 is presented in Exhibit 4. This exhibit is based on a 2014 household count of 17,608 for the City of Dublin, with average household incomes of $130,835. Based on these parameters, ALH Economics estimates annual per household retail spending of $32,495 per Dublin household, corresponding to total annual demand of $572.2 million. This per household sales figure comprises 25% of estimated average household income. This estimate is pursuant to data published by the U.S. Bureau of Labor Statistics, 2013 Consumer Expenditures Survey, households in the income group with annual household incomes over $90,000 throughout the United States spent an average of 25% of household income on the type of retail goods tracked by the BOE. This is the highest income bracket analyzed by the Consumer Expenditures Survey, and these households had average household incomes of $131,945 before taxes (see Exhibit A -1). This percentage figure is relatively comparable to the 27.3% figure estimated in the City's 2009 "Downtown Dublin Specific Plan — Focused Market Study." 6 As a proxy for household spending patterns, ALH Economics analyzed statewide taxable sales trends for 2013 and converted them to estimated total sales. The results, presented in Exhibit A -2, indicate that household spending by retail category ranges from a low of 5.2% on home furnishings & appliances to a high of 17.1 % on food & beverage stores. For the 2014 time period, Dublin realized estimated retail sales of $1.4 billion (see Exhibit A -3), indicating that Dublin achieved strong retail sales attraction. As noted in Exhibit 4, this attraction generally corresponds to 60% of Dublin's retail sales, meaning that the City's resident demand comprised less than half of all sales achieved by the City's retailers (i.e., 40 %). This is a relatively simplistic evaluation, given that Dublin residents likely spend a portion of their retail sales outside of the City, but the overall purpose of this technique is to characterize a retail market pursuant to its relative status as a leakage or attraction market. In this regard the results clearly indicate that Dublin 4 See Draft EIR for Persimmon place, formerly known as The Village @ Dublin, released August 2013 for public comment. This analysis was included as Exhibit 18 in an Appendix to the DEIR. The Appendix is referred to as "The Village @ Dublin Urban Decay Analysis," and was prepared by ALH Urban & Regional Economics, dated April 2013. 5 See "Downtown Dublin Specific Plan — Focused Market Study," prepared for the City of Dublin by Keyser Marston Associates, Inc. See retail market discussion on pages 15 -18 of this document. 6 See Table 4 in this May 2009 Keyser Marston Associates report. Y " Y I Uuoi ids II 001101 a u1CS II��.Up:�u ,., ^Nu.ull "II " ^;uffp:���u uU uua� ��u�a U..U��a p�U�; 8 II..JI II UUir��a:�u.0 �" Il��:p is an attraction retail market. Pursuant to the findings in Exhibit 4, Dublin is characterized by attraction in all retail categories except food and beverage stores. However, this finding pertains to the 2014 time period, prior to the opening of the new Whole Foods Market in Persimmon Place. Whole Foods Market is generally a very strong performing store, achieving sales at the high end of the range for grocery stores. Thus, ALH Economics strongly believes that with the opening of Dublin's Whole Foods Market the City of Dublin is now characterized by retail attraction in the food stores category, as well as all other major retail categories presented in Exhibit 4. Illllt IIL.JII III t I' III'1111 "'t'" AI MA JII Existing Residents The household retail spending vector estimated in Exhibit 4 provides a basis for estimating supportable retail demand for Dublin's population base. Inflated to 2015 dollars, Exhibit 5 estimates per household retail spending of $32,883. The City of Dublin is estimated to have 18,482 households in 2015.' Based on this household count, annual retail demand generated by Dublin's population basis totals $607.7 million. To assess how this level of demand compares to Dublin's retail base requires conversion to supportable retail space. For analytical purposes this is achieved by developing retail sales estimates by retail category and making further adjustments based on a retail vacancy allowance and allocation for personal and commercial services that are not typically reflected in retail sales.$ ALH Economics refers to an industry resource to develop per square foot sales estimates. This resource, Retail Maxim, prepares an annual publication that culls reports for numerous retailers and publishes their annual retail sales on a per square foot basis. This type of information for a range of retailers or type of retailers is presented in Exhibit 6 annually from 2010 through 2013. The figures are then averaged and presented in 2015 dollars as a generalized estimate of sales per square foot applicable to the retail categories for which Dublin's retail demand is estimated. The resulting sales per square foot range from a low of $289 per square foot for general merchandise stores to a high of $600 per square foot for food and beverage stores (e.g., grocery stores). In addition, Exhibit 5 indicates an estimate of $800 per square foot for motor vehicles and parts, which is an estimate prepared by ALH Economics for analytical purposes to drive the analysis. Pursuant to the retail sales per square foot assumptions, an industry standard 5% vacancy allowance, and an increment of 15% of space allocated to commercial services, the findings suggest that Dublin's existing population base generates retail demand sufficient to support 1.5 million square feet of retail space. As referenced earlier, the City of Dublin has an estimated 3.2 million square feet of retail space. Therefore, these figures suggest that Dublin's population base supports the equivalent of 47% of Dublin's retail base. This finding is fairly consistent with the Dublin Retail Demand, Sales Attraction, and Spending Analysis findings in Exhibit 4, indicating that Dublin households generate retail spending equivalent to 40% of Dublin's retail sales. ' State of California Department of Finance, "Table 2: E -5 City /County Population and Housing Estimates, 1/1 /2015'. See Exhibit 10. ' The State of California Board of Equalization taxable retail sales reports, used as a basis for estimating Dublin's retail sales base, do not report sales for personal or commercial services such as hair and nail salons, copy facilities, or banks. Y " Y I Uuoi ids II 001101 a u1CS II��.Up:�u ,., ^Nu.ull "II " ^;uffp:���u uU uua� ��u�a U..U��a p�U�; 9 II..JI II UUir��a:�u.0 �" Il��:p Buildout Potential Existing Residents According to the City of Dublin General Plan, anticipated residential Buildout for the City of Dublin totals 28,575 housing units, considered a proxy by ALH Economics for households. This is pursuant to the City's General Plan 2035, last amended in December 2014. Exhibit 7 presents analysis regarding the retail space supportable by this estimated Buildout household count. This analysis includes the annual household retail spending and per square foot retail sales assumptions included in Exhibit 5 to estimate existing resident supportable retail demand. As noted in Exhibit 5, annual spending on retail is estimated at $32,883 per household. The per square foot sales estimates range from $289 per square foot for general merchandise stores to $800 per square foot for motor vehicles and parts. Based upon Dublin's Buildout household count of 28,575, ALH Economics estimates that Dublin's Buildout population will have spending potential sufficient to support 2.4 million square feet of retail space. This Buildout population is equal to 77,152 people, corresponding with Dublin's housing unit capacity as presented in Exhibit 9, thus suggesting estimated support for 31 square feet of retail per person, or 82 square feet per household. This 2.4- million- square -foot figure is the amount of retail space anticipated to be supportable by Dublin's population base when Dublin is built out. However, this demand is not exclusively for Dublin retail outlets, as most all households will not satisfy 100% of their retail needs in Dublin. Instead, this demand estimate comprises demand for retail located in Dublin as well as other communities. The 2.4 million square feet of supportable retail includes comparison retail, convenience retail, and other types of retail, such as auto and gasoline sales, restaurants, and building materials. Generally speaking, comparison retail includes goods for which consumers shop for price and quality, and will be willing to travel a greater distance to make a purchase. Typical comparison goods include electronics, apparel, and home furnishings. Convenience retail goods are typically those for which convenience and location are the predominant shopping criteria. These goods most typically include groceries and pharmaceuticals /drug store sales. Services also are more likely to be typified as convenience goods rather than comparison goods. Using primarily the retail categories classified as comparison or convenience goods included in the above - referenced 2009 Keyser Marston Associates (KMA) report, ALH Economics sorted the supportable square feet findings for Dublin's Buildout scenario by type of retail space in Exhibit 8. Per the KMA categories, Dublin's residential Buildout scenario supports 1.0 million square feet of comparison retail, about 714,000 square feet of convenience retail (including services, which comprises about one -half this space), and lesser amounts of building materials, auto - related stores, and restaurant space. These estimates are inclusive of an estimation procedure for supportable drug store space, as described in the footnotes to Exhibit 8, with back -up documentation in Exhibit A -6. Generally speaking, the figures presented in Exhibit 8 indicate that about 30% of resident support for retail space is for convenience shopping goods, with a larger 44% for comparison shopping goods, including clothing. The other categories comprise lesser amounts of demand, but still notable, such as 11 % for restaurants. For Dublin to maintain its role as a retail attraction community, it will need to attract sales in the categories comprising comparison retail as well as building materials, auto sales, and restaurants. Because the Premium Outlets in Livermore is dominant in the sub region for clothing sales, as well as other regional shopping locations, this emphasizes the need for comparison goods retailers in Dublin other than apparel to at least maintain, if not grow, in market dominance. These types of retailers, however, will need or seek well - located, prominent retail locations accessible to Y " Y I Uuoi ids II 001101 a u1CS II��.Up;�u ,., ^Nu.ull "II " ^;uffa:���u uU uua� ��u�a U..U��a p�U�; 10 II..JI II UUir��a:�u.0 �" Il��:p regional shoppers, which is not consistent with the infill nature of The Promenade retail site. Thus, they will not comprise a source of demand or retail support for The Promenade. Y " Y Uuoi ids II C0I I01 a u1CS II��.Up;�u ,., ^Nu.ull "II " ^;uffa:���u uU uua� ��u�a U..U��a p�U�; 11 II..JI II UUir��a:�u.0 �" Il��:p V. DUBLIN RETAIL SUPPORTABILITY "I Z1 44111..JIL.JIIIIIII4 III 'IIIIIIIIIIIIIrIIIIIIIIIII "'1 "'1114111.. 4 41104 4 111 "'1 "4 As noted previously, Dublin's retail base does not exclusively serve Dublin residents. Instead, Dublin serves a sub - regional market, including the other Tri- Valley cities of San Ramon, Pleasanton, and Livermore. Consequently, earlier estimates in this report indicate that Dublin's residents support 40% to 50% of Dublin's retail base. These figures, however, do not necessarily apply to Dublin's retail market in the long term. This is attributable to the relative build out status of the major demand generators of Dublin's retail market, and their overall retail market characterization as well. Exhibit 9 presents information about the General Plan population and housing unit capacity estimates for select Tri - Valley cities. These include Dublin, Livermore, Pleasanton, and San Ramon. These figures were obtained from each city's respective General Plan. These figures range from Dublin's figure of 28,575 to Livermore's figure of 38,500. In total, the General Plan housing unit (e.g., household) capacity of these four Tri - Valley cities totals 130,415. This corresponds to a population capacity estimate of 348,383. "I Z1 4IIL.JIL.JIIIIIII IICIIIIIIIII "'1' "411111� IMIIP111..11144 "'1 "'IIIM111 S The existing population and housing unit base of each of the Tri - Valley cities comprises a different respective level of General Plan buildout. These figures are presented in Exhibit 10, and range from a low of 65% of households in Dublin to a high of 89% of households in Pleasanton. Other figures include 78% for both San Ramon and Livermore. These figures indicate that each city is currently generating a different level of retail demand relative to its buildout potential. For example, the amount of retail supported by Pleasanton's current households is already equal to 89% of Pleasanton's maximum potential supportable retail. In contrast, Dublin has the greatest potential to support yet more resident -based retail in the future, with only 65% of Dublin's residential buildout currently achieved. These figures are relevant because they indicate the likelihood that the percent of Dublin's retail space that will be supported by Dublin's households versus other households will shift over time, as buildout capacities are approached. This further suggests that the portion of Dublin retail supported by Dublin households will increase, since future demand generated by the other Tri - Valley cities is relatively limited. Dublin's current households comprise 18% of the Tri - Valley household count presented in Exhibit 10. When all cities achieve relative buildout, Dublin will comprise a higher percentage, or 22 %. Retail spending potential is greater in Pleasanton and San Ramon, given higher average household incomes. For example, the average household in Pleasanton and San Ramon is estimated to spend $38,000 or more annually on retail expenditures.9 This contrasts to average household spending in the low $30,000s in Dublin and Livermore. However, even with these higher spending profiles, retail spending generated by Dublin's households at buildout is estimated to total $940 million (supporting 9 See household incomes and average household spending presented in Exhibit 10. The average household retail spending estimates were prepared based upon the Retail Demand, Sales Attraction, and Spending Analysis model maintained by ALH Urban & Regional Economics. These household spending estimates are also equivalent to approximately 27% of average household income. This percentage is comparable to the percentage estimated by Keyser Marston Associates, Inc. in the "Downtown Dublin Specific Plan — Focused Market Study," May 2009, in Table 4. Y " Y I Uuoi ids II 001101 a u1CS II��.Up;�u ,., ^Nu.ull "II " ^;uffa:���u uU �0uua� ��u�a U..U��a p�U�; 12 �011..JI II UUir��a:�u.0 �" Il��:p 2.4 million square feet per Exhibit 7), which will comprise 20% of the total $4.6 billion Tri- Valley retail spending potential at buildout.10 This compares to 17% based on the current estimated $608 million and $3.6 billion spending potential in Dublin and the Tri - Valley, respectively. The Dublin spending potentials are presented in Exhibits 5 and 7, while the Tri - Valley totals are calculated based on figures presented in Exhibit 10. This shifting percent of Tri - Valley retail sales generated by Dublin residents is compounded by the existing and shifting retail market dynamics. As noted on Exhibit 10, only the City of San Ramon is characterized by a retail leakage market. This means that in addition to Dublin, Livermore and Pleasanton also achieve retail sales attraction, i.e., sales beyond expectations generated by residents. Livermore's status as an attraction market is fairly recent, with Livermore historically comprising a leakage market. One of the retail additions that aids in Livermore becoming an attraction market is the existing 512,000- square -foot San Francisco Premium Outlets, with a 185,000- square -foot expansion estimated to be complete at the end of August 2015." The presence of the San Francisco Premium Outlets result in Livermore achieving a much higher level of sales than previously, with Livermore consequently becoming a retail attraction market like Dublin and Pleasanton. A potential outcome of the attraction of these nearby retail markets could be reduced attraction for Dublin, and increased reliance of Dublin's retail base on demand generated by Dublin residents. 0I "'1 "'U III II[�'t lll'1111 S U III' IIIP III' "'1' "4JIIIIt IIL.Jlllllll III' III'i11' "'1' "4JII 111.. IIIIIt4 SIIIIIIII ASS IIIIIIII S SMII'i'l 111 ' "'1 Dublin's existing population base is estimated to support 1.5 million square feet of retail space, regardless of its location. At buildout of the City given the existing General Plan Land Use Element, the City's buildout population base is estimated to support 2.4 million square feet of retail space, regardless of location. This means 2.4 million square feet in total is estimated to be supported by Dublin residents, which could include a mix of retail space in Dublin, other Tri - Valley cities, and more distant locations, depending upon resident shopping patterns. SUIIPIIPQICI "'1' "UIII'tII� 1' "UIIL. IICIJIIIIIII "'1' "UIIIIIL. SIIPACIIIIIII Dublin's retail base serves a more sub - regional market than just the City's residents. Accordingly, City of Dublin retail support is a component of the City's supportable retail base, but not the whole base. The preceding analysis indicated that Dublin's resident demand is equivalent to approximately 40% to 50% of Dublin's retail base. Exhibit 11 presents estimates of Dublin's future supportable retail base given graduated assumptions regarding the share of Dublin's retail base supported by the population base. Exhibit 11 includes five different assumptions regarding the share of Dublin's retail base supported by Dublin's buildout population. These include 40 %, which is generally consistent with prevailing conditions. This is then increased to 60% in 5% increments. This increasing range reflects the assumption that Dublin's resident -based demand will not drop below existing levels, and may increase over time as the rate of population growth in other Tri - Valley cities slows relative to Dublin. The increasing range also considers that several of these cities will in turn develop stronger retail 10 The $940 million spending estimate is based upon Dublin's household buildout estimate of 28,575 per Exhibit 9 and average household spending on retail totaling $32,883 per Exhibit 5. 11 PR Newswire, "Bay Area's Premier Outlet Shopping Center To Be Known As San Francisco Premium Outlets," February 10, 2015. IIRrAud SulplpoirtdjdhU y " aY sua U� U� 13 I Ur�a . � ��p uoi id II r:a:;u a ^;u a uur:,a bases, such as Livermore pursuant to the San Francisco Premium Outlets expansion totaling 185,000 square feet.12 Based on this analysis, Dublin will require an incremental 2.7 million square feet of retail space if Dublin's residents continue to support approximately 40% of Dublin's retail base. This increment will drop, however, if Dublin's residents over time provide an increasing amount of support for Dublin's retail base. For example, as neighboring communities get built out, Dublin's share of support for the City's retail base could increase to 50 %, in which case 1.5 million square feet of incremental retail space will be needed. In like manner, if Dublin's local demand increases to 60% of retail sales, then Dublin's incremental retail needs will be approximately 720,000 square feet. This is about the same as the amount of identified planned and proposed retail development projects identified in Exhibit 2. Looked at a different way, but with the same results, if retail demand in Dublin is to continue to be 60% regional - serving, then Dublin's incremental retail needs total 2.7 million square feet. However, if Dublin attracts a lower percentage of regional demand over time, pursuant to the relative slowing of regional growth and other factors, then this incremental need drops. Estimated incremental retail demand in Dublin will drop to 1.7 million square feet if regional demand comprises 50% of total demand, or drop even further to 720,000 square feet if regional demand comprises a lower 40% of demand. 12 Expansion of 185,000 square feet was approved by the City of Livermore in July 2012. IIRrAud SulplpoirtdjdhU y " aY sua U� U� 14 I Ur�a . � ��p uoi id II r:a:;u a ^;u a uur:,a VI. RETAIL SUPPORTABILITY CONCLUSION P "'1 "'lllllllllll "'1 "'IIIJII CIIIII[�'tlll "'1 "'111111 S The retail supply and demand findings are summarized in Exhibit 12. This exhibit summarizes the maximum potential retail supply findings and compares the result to long -term potential demand, comprising existing demand and the calculated incremental demand to meet future local and regional needs. The results are presented based upon the share of total Dublin retail sales supported by regional demand. The oversupply findings are benchmarked to the 6.0 million square feet of potential retail space derived earlier. The findings indicate that Dublin likely has an oversupply of land designated for commercial development. The amount of this oversupply depends upon the extent to which Dublin will continue to benefit from regional retail demand. However, if Dublin continues to attract approximately 60% of its sales, then there is an estimated oversupply potential retail space of approximately 100,000 square feet. However, the likelihood of Dublin continuing to satisfy this volume of regional demand over time is low, with growth in the cities surrounding Dublin slowing relative to Dublin and with these same cities changing their retail dynamics over time, especially Livermore's evolution into an attraction retail community. Thus, the likelihood is greatest that regional demand for retail in Dublin will diminish over time. If this regional demand diminishes to 50% of total demand, then Dublin's potential oversupply of retail space will total 1.3 million square feet. This figure will increase to almost 2.1 million square feet if regional demand drops to 40% of all Dublin's retail support. This analysis strongly suggests that Dublin has many parcels designated to support retail development that are unlikely to be able to successfully support retail development, and that alternative land uses should be considered that will best support Dublin's long -term growth as a balanced community. MIPIIL.IK "'1 "'llO S III" "'MICR "'1 Al III':) U!Ilfll 14 C III CIhI The preceding findings suggest that the City of Dublin has more land designated to support retail development than is warranted given existing and future market demand considerations. Many of the undeveloped parcels with retail potential are very well located to capture both local and regional demand. These parcels, as depicted on the map in Appendix B, are along major thoroughfares bordering Dublin's residential nodes and have strong highway visibility. As such they are well located to capture both local and regional demand. In contrast, Charter Properties' The Promenade property comprises an infill site with limited visibility, within a community that already has numerous nearby retail shopping opportunities for convenience and comparison shopping goods. While the surrounding community is not yet built out, comprising Dublin Ranch, Jordan Ranch, and Fallon Village, already the neighborhood's retail needs are being sufficiently met by existing retail opportunities in Dublin such that the more local- serving component of Charter Properties' proximately located Grafton Station center has not successfully attracted neighborhood - serving retailers. These existing retail opportunities include both convenience shopping, such as nearby at Waterford Place anchored by Safeway, and comparison shopping, such as the relatively proximate Hacienda Crossing. IIRrAud SulplpoirtdjdhU y " aY sua U� U� 15 I r�a . � ��p uoi id II r:a:;u a ^;u a uur:,a At full development, the Dublin Ranch, Jordan Ranch, and Fallon Village area will have the buildout potential of an estimated 10,450 units, comprising almost 40% of the city's buildout potential.13 Based on resident demand estimated in Exhibit 7 (i.e., 82 square feet per household), this is equivalent to about 860,000 square feet of retail space. This includes convenience and comparison shopping needs, with about 380,000 square feet comprising comparison shopping, 260,000 square feet comprising convenience retail, and the remaining square footage is comprised of distributions for building materials, auto sales, and restaurants based upon the percentage breakdown in Exhibit 8. Despite these potential levels of support, as noted above there are already many convenience and comparison retail shopping opportunities in Dublin, many of which are located proximate to Dublin Ranch, Jordan Ranch, and Fallon Village. Already existing and approved development on Dublin Ranch alone amounts to 726,990 square feet of retail, comprising Fallon Gateway at 379,000 square feet, Grafton Station at 317,990 square feet, and Grafton Plaza at 30,000 square feet. These shopping locations include a number of notable retailers that span many retail needs, including Target and Lowe's. There is yet additional proximate convenience - oriented retail at Waterford Place with a Safeway store, comparison shopping at Hacienda Crossing with numerous comparison retail stores, and additional convenience and comparing good shopping at the new Persimmon Place with a well- stocked Whole Foods grocery store. Moreover, with 3.2 million square feet of existing retail space, Dublin already has more retail than is estimated to be supportable by the city's population base at buildout, absent consideration of retail attraction. Thus, the existing and prospective Dublin Ranch, Jordan Ranch, and Fallon Village area have easy access to many convenience, comparison, and other retail outlets. This especially includes the type of retailers that would typically anchor a convenience shopping center, notably grocery stores and pharmacies. Given the proximate location of these retailers, including the Safeway at Waterford Place that features an in -store pharmacy, and the new Whole Foods store, it is very unlikely a grocery store or pharmacy would choose to locate at The Promenade. Without these types of anchor stores drawing in consumers there would likely be limited demand by retailers for shop space at The Promenade. A number of the vacant properties cited in Exhibits 2 and 3 that are designated for retail development will complement Dublin's existing array of comparison and convenience shopping opportunities. Many of the vacant sites are adjacent to or near existing major retail nodes, such that their development will strengthen the critical mass of retail at these locations. Most importantly, if warranted by retailer demand, development of these sites would help Dublin preserve its regional - serving character, and maintain its existing attraction characterization. It therefore is more appropriate for the City of Dublin to retain these sites for retail, rather than an infill site such as The Promenade with no potential to create this critical mass. In contrast, for example, with its more central neighborhood- oriented location, retail potential site #16 depicted on the Appendix B map and totaling 43,560 square feet of retail development potential, is better located to serve the convenience - oriented needs of the Dublin Ranch, Jordan Ranch, and Fallon Village area. This is a small increment of space, which in isolation might not be supportable due construction costs and achievable lease rates, which are dependent upon store sales, but its location along major thoroughfares and relative proximity to other retail helps support the critical mass characteristic that is vital to retail operations. Therefore, ALH Economics believes that the retail supportability analysis supports Charter Properties' 13 This figure is based on review of The City of Dublin Eastern Dublin Specific Plan, Appendix 4, Land Use Summary by Land Owner, January 7, 1994 and updated October 7, 2014, and includes the properties located East of Tassajara Road and from the Golf Course in Dublin Ranch south to Highway 580, which include Properties #1, 5 -7a, 8 -12, 18 -24, 26 -28, and 31. Y " Y I Uuoi ids II 001101 a u1CS II��.Up;�u ,., ^Nu.ull "II " ^;uffa:���u uU uua� ��u�a U..U��a p�U�; 16 II..JI II UUir��a:�u.0 �" Il��:p General Plan Amendment request to convert the 23.5 acres reserved for The Promenade away from a retail designation. Y " Y Uuoi ids II C0I I01 a u1CS II��.Up;�u ,., ^Nu.ull "II " ^;uffa:���u uU uua� ��u�a U..U��a p�U�; 17 II..JI II UUir��a:�u.0 �" Il��:p ASSUMPTIONS AND GENERAL LIMITING CONDITIONS ALH Urban & Regional Economics has made extensive efforts to confirm the accuracy and timeliness of the information contained in this study. Such information was compiled from a variety of sources, including interviews with government officials, review of City and County documents, and other third parties deemed to be reliable. Although ALH Urban & Regional Economics believes all information in this study is correct, it does not warrant the accuracy of such information and assumes no responsibility for inaccuracies in the information by third parties. We have no responsibility to update this report for events and circumstances occurring after the date of this report. Further, no guarantee is made as to the possible effect on development of present or future federal, state or local legislation, including any regarding environmental or ecological matters. The accompanying projections and analyses are based on estimates and assumptions developed in connection with the study. In turn, these assumptions, and their relation to the projections, were developed using currently available economic data and other relevant information. It is the nature of forecasting, however, that some assumptions may not materialize, and unanticipated events and circumstances may occur. Therefore, actual results achieved during the projection period will likely vary from the projections, and some of the variations may be material to the conclusions of the analysis. Contractual obligations do not include access to or ownership transfer of any electronic data processing files, programs or models completed directly for or as by- products of this research effort, unless explicitly so agreed as part of the contract. ALH Econ \2015 Projects \1512 Charter Properties \Reports \l512.r02.doc APPENDIX A: EXHIBITS C N F3 m m OL � a C J C o — a a ma m4 I Q d a y a m = W _ CnC QJ G V a � a c � m m o � a LJJ V c W r m c J C a iL a m C m M 0 0 0 0 0 0 0 0 0 0 0 O Cn O w O O 4 o o o o o�o0000CN C5 C5 �o r� r� o M M O� O� O� O� O O Cn N N Cn O O Cn O Cn M _ t'7 O 11 11 U 11 00 Iq m w GO •a uno wmoomwo; ON o m`L cI ° ° �1°ci p oe 0 aaoo°�°o o ° 'q � 14 r N�ON CO NN N C N F3 m m OL � a C J C o — a a ma m4 I Q d a y a m = W _ CnC QJ G V a � a c � m m o � a LJJ V c W r m c J C a iL a m C m M 0 0 0 0 0 0 0 0 0 0 0 O Cn O w O O 4 o o o o o�o0000CN C5 C5 �o r� r� o M M O� O� O� O� CO m CN Cn M �o CN Cn I CN M I- Gp O r m r� i Cn m �o r �o w GO Lri ao r O L6 Lri r-� Cp 4 L6 Go �O CV �O CO CV CV O ON I" CO I" CV) U U Z O Cn U U o r� r� p ao 4 cy — cl cl c 14 M r CN O� — O� M O� M M M Cr) C'i -4 CV U O O U CV -4 O In O r w m ON w CN CN CN m S O ION CN r CV V 0 "0 Q� C: C: N � � V 7 7 Q Q O 3 3 O O a � � V Q Q S Q T 3 fL N zn a S Q 3 O E 3 O Q C3 'V E E O U a N C N V 0 D- V > a V O u 0 E (� E O D- E Q E U-0 0 O CN O V V a»�o00 Z 02 02 a O H E C S vOi V i > = a) E ai a>� 0 S V N Q C C3 V S V .L 3 0 E u�i � � o? 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(1) Estimated spending per household based on the findings in Exhibit 4, inflated by the CPI index from 2014 to 2015 averaging a 1.19% increase from May 2014 to May 2015. (2) Comprises projected spending multiplied by Dublin's estimated 18,482 households in 2015. See Exhibit 10. (3) These figures reflect achievable sales per square foot estimates for each respective retail category except as noted. The figures reflect general industry averages as well as national averages reported in the Retail MAXIM publication "Alternative Retail Risk Analysis for Alternative Capital ". See Exhibit 6. (4) Reflects the total estimated project - generated spending on retail divided by the achievable sales persquare foot estimate. (5) Includes a 5% vacancy allowance for all categories of retail space. (6) The cited source for sales persquare foot, Retail Maxim (see Exhibit 6), does not include sales figures for auto dealers. Sales figures for auto parts stores are included, and average $229 per square foot. However, auto dealersales greatly outweigh these sales in the overall category. Such sales are typically very high, especially relative to the amount of building area required to support their sales. For analytical purposes ALH Urban & Regional Economics assumes such sales are high, and overall average $800 for the category. (7) Gasoline sales are highly volatile, and gasoline stations do not typically require large increments of built space. Therefore, estimates for gasoline stations are excluded from this analysis. (8) Includes an allocation of 15% of space to accommodate service retail, such as banks, personal, and business services. (9) Excludes Gasoline Stations. (10) The City of Dublin has an estimated 3.2 million square feet of retail space. Therefore, based on this analysis, resident demand supports approximately 50% of the City of Dublin's retail base. Projected City of Dublin Supportable Sq. Ft. Spending Per Total Household Sales Per Sq. Vacancy Adjusted Retail Category Household (1) Spending (2) Ft. (3) Amount (4) (5) Food and Beverage Stores $5,731 $105,913,981 $600 176,523 185,813 Food Services and Drinking Places $4,141 $76,529,258 $503 151,998 159,998 Home Furnishings and Appliances $1,731 $31,994,817 $325 98,426 103,606 Building Materials and Garden Equip. $1,924 $35,567,606 $302 117,694 123,888 Clothing and Clothing Accessories $2,269 $41,944,599 $388 108,096 113,786 General Merchandise Stores $5,063 $93,571,996 $289 323,311 340,328 Other Retail Group $3,638 $67,239,030 $435 154,558 162,692 Motor Vehicles and Parts $4,317 $79,783,620 $800 (6) Gasoline Stations $4,068 $75,192,590 N/A (7) Subtotal $32,883 $607,737,497 Additional Service Increment N/A N/A (15% of total) (8) Tota I N/A N/A Total Rounded to Nearest 10,000 99,730 104,978 N/A (7) 1,230,335 217,118 N/A (7) 1,295,090 228,545 1,447,453 (9) 1,523,635 (10) 1,450,000 1,520,000 Sources: United States Bureau of Labor Statistics, Consumer Price Index, All Urban Consumers; "Downtown Dublin Specific Plan - Focused Market Study," Keyser Marston Associates, Inc., May 2009; and ALH Urban & Regional Economics. (1) Estimated spending per household based on the findings in Exhibit 4, inflated by the CPI index from 2014 to 2015 averaging a 1.19% increase from May 2014 to May 2015. (2) Comprises projected spending multiplied by Dublin's estimated 18,482 households in 2015. See Exhibit 10. (3) These figures reflect achievable sales per square foot estimates for each respective retail category except as noted. The figures reflect general industry averages as well as national averages reported in the Retail MAXIM publication "Alternative Retail Risk Analysis for Alternative Capital ". See Exhibit 6. (4) Reflects the total estimated project - generated spending on retail divided by the achievable sales persquare foot estimate. (5) Includes a 5% vacancy allowance for all categories of retail space. (6) The cited source for sales persquare foot, Retail Maxim (see Exhibit 6), does not include sales figures for auto dealers. Sales figures for auto parts stores are included, and average $229 per square foot. However, auto dealersales greatly outweigh these sales in the overall category. Such sales are typically very high, especially relative to the amount of building area required to support their sales. For analytical purposes ALH Urban & Regional Economics assumes such sales are high, and overall average $800 for the category. (7) Gasoline sales are highly volatile, and gasoline stations do not typically require large increments of built space. Therefore, estimates for gasoline stations are excluded from this analysis. (8) Includes an allocation of 15% of space to accommodate service retail, such as banks, personal, and business services. (9) Excludes Gasoline Stations. (10) The City of Dublin has an estimated 3.2 million square feet of retail space. Therefore, based on this analysis, resident demand supports approximately 50% of the City of Dublin's retail base. 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E = J 0 Q O _ u a a a Q a -2 a U I _ a) E a J a O x U -0 Q C C a o- N D U Q a) s a —° a E a) g u a a J aa)� > E D a a J Ln O i 0 O U a Q O u u � � O a) a " � a X `a o a rn o °) a � a J J a u a) N i Q vo m -N C— 0 `a U aa) 'a 0 u a w a a`) w S_ 06 0 E m o w a a) o _° a o a o O v) U a)�0- _ N E u D- N Q a Q S a) _ °� n= m um o >.w =Q E O a`a)) an �Q =w0cn�coo��CD 2 Q a `a V) u a) .E a 0 u a `O .0- a) S yC W J rn a) a Q C O a J a a u E O a O O C14 w u _ C) a a .o � 'rn o � N od N a o N ? E = J 0 Q O _ u a a a Q a -2 a U I _ a) E a J a O x U -0 Q C C a o- N D U Q a) s a —° a E a) g u a a J aa)� > E D a a J Ln O i 0 O U a Q O u u � � O a) a " � a X `a o a rn o °) a � a J J a u a) N i Q vo m -N C— Exhibit 7 City of Dublin Buildout Potential Resident- Supported Retail Space In 2015 Dollars Source: ALH Urban & Regional Economics (1) Estimated annual retail spending pursuant to the estimated household buildout capacity of Dublin, cited as 28,575 in Exhibit 9, multiplied by the annual estimated household spending estimates presented in Exhibit 5. (2) See Exhibit 5. (3) Reflects the total estimated project - generated spending on retail divided by the achievable sales per square foot estimate. (4) Includes a 5% vacancy allowance for all categories of retail space. (5) Gasoline sales are highly volatile, and gasoline stations do not typically require large increments of built space. Therefore, estimates for gasoline stations are excluded from this analysis. (6) Includes an allocation of 15% of space to accommodate service retail, such as banks, personal, and business services. City of Dublin Supportable Sq. Ft. Total Household Sales Per Sq. Vacancy Adjusted Retail Category Spending (1) Ft. (2) Amount (3) (4) Food and Beverage Stores $163,753,491 $600 272,922 287,286 Food Services and Drinking Places $118,321,802 $503 235,004 247,373 Home Furnishings and Appliances $49,467,152 $325 152,176 160,186 Building Materials and Garden Equip. $54,991,037 $302 181,966 191,543 Clothing and Clothing Accessories $64,850,498 $388 167,128 175,924 General Merchandise Stores $144,671,561 $289 499,871 526,180 Other Retail Group $103,958,191 $435 238,961 251,538 Motor Vehicles and Parts $123,353,368 $800 154,192 162,307 Gasoline Stations $116,255,181 NA (5) NA (5) NA (5) Subtotal $939,622,280 1,902,220 2,002,337 Additional Service Increment NA NA 335,686 353,354 (15% of total) (6) Total NA NA 2,237,906 2,355,690 Total Rounded to Nearest 10,000 2,240,000 2,360,000 Source: ALH Urban & Regional Economics (1) Estimated annual retail spending pursuant to the estimated household buildout capacity of Dublin, cited as 28,575 in Exhibit 9, multiplied by the annual estimated household spending estimates presented in Exhibit 5. (2) See Exhibit 5. (3) Reflects the total estimated project - generated spending on retail divided by the achievable sales per square foot estimate. (4) Includes a 5% vacancy allowance for all categories of retail space. (5) Gasoline sales are highly volatile, and gasoline stations do not typically require large increments of built space. Therefore, estimates for gasoline stations are excluded from this analysis. (6) Includes an allocation of 15% of space to accommodate service retail, such as banks, personal, and business services. City of Dublin Buildout Potential Resident - Supported Retail Space By Type of Retail Space Supportable Square Feet (2) Retail Category (1) Amount % of Total Comparison Retail Clothing and Clothing Accessories General Merchandise Stores Other Retail (non- Drugs) Home Furnishings and Appliances Total Convenience Retail Food and Beverage Stores Other Retail (Drugs) Services Total Building Materials and Garden Equip. Gasoline Stations Ce�•T.r 175,924 526,180 178,158 (3) 160,186 1,040,447 44% 287,286 73,381 (3) 353,354 714,020 30% 2,355,690 100% Sources: "Downtown Dublin Specific Plan - Focused Market Study," Keyser Marston Associates, Inc., May 2009; and ALH Urban & Regional Economics. (1) See Exhibit 7. (2) State of California Board of Equalization sales for Pharmacies and Drug Stores are included in the "Other Retail" category. All other sales in this category comprise comparison sales, for items such as sporting goods, electronics, office supplies, etc. To parse out the Other Retail square footage for pharmacies and drug stores, comprising convenience retail, ALH Economics determined the share of "Other Retail" sales for Alameda County that reflected pharmacies and drug stores. See Alameda County sales in Exhibit A -6. The sales for pharmacies and drug stores were adjusted to account for an estimated 33% of such sales being taxable. 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ADVISORS IN PI)RIAC /PRIVATE REAL ESTATE DEVELOPMENT MEMORANDUM ADVIsORs IN: To: Lori Taylor, Economic Development Director /Public Information Officer REAL ESTATE REDEVELOPMENT City of Dublin AFFORDABLE HOUSING ECONOMIC DEVELOPMENT From: Keyser Marston Associates, Inc. SAN FRANCISCO A. JERRY KEYSER TIMOTHY C. KELLY Date: September 3, 2015 KATE EARLE FUNK DEBBIE M. KERN REED T. KAwAHARA Subject: Draft Fiscal Impact Analysis of Alternative Development Scenarios for DAVID DOEZEMA "Grafton Street' Development Project and Prior Project Concept LOS ANGELES KATHLEEN H' H EAD Introduction JAMES A. RABE GREGORY D. Soo -Hoo KEVIN E. ENGSTROM Charter Properties has submitted a request to the City of Dublin to change the zoning of JULIE L. ROMEY a 25 -acre property within the Dublin Ranch Planned Development District from the SAN DIEGC existing combination of Neighborhood Commercial and Public /Semi- Public to Medium PAUL C. MARRA Density Residential. The requested change would be required for the developer's proposed "Grafton Street" project, which would replace most of the commercial development permitted under existing zoning with lower- density residential development. The purpose of the subject analysis is to provide information regarding the potential fiscal implications of the proposed land use change. Keyser Marston Associates, Inc. (KMA) has evaluated the recurring annual fiscal impacts of two alternative development concepts for the 25 -acre property: (1) the proposed Grafton Street residential development, and (2) the prior development concept for the site, reflecting the maximum amount of commercial development permitted under existing zoning. As shown in the map below, the subject property is located within "Area G" of Dublin Ranch, north of Dublin Boulevard between Brannigan Street and Keegan Street. The property is adjacent to four residential developments containing approximately 1,400 units. Across Dublin Boulevard, the site faces an existing community shopping center, a proposed mixed -use development, and a proposed medical center. As indicated by the map, 22 of the site's 25 acres are zoned for neighborhood commercial use. The remaining three acres are zoned as Public /Semi - Public, a designation which allows for a variety of uses providing public or community services, such as schools, libraries, or City office buildings. 160 PACIFIC AVENUE, SUITE 204 , SAN FRANCISCO, CALIFORNIA 94111 ➢ PHONE: 415 398 3050 , FAX: 415 397 5065 001 -001; jf W W W. KEYS E RMAP,STON.0 O M 11982.009 To: Lori Taylor September 3, 2015 Subject: Draft Fiscal Impact Analysis of Alternative Development Scenarios for "Grafton Street" Development Project and Prior Project Concept Page 2 Map 1: Subject Site and Adjacent Properties Source: Google Earth, KMA, City of Dublin 001 -001;J 11982.009 1 The Cottages at Dublin 200 residential units Ranch Villages 2 The Villas at Dublin 289 residential units Ranch Villages 3 The Courtyards at 281 residential units Dublin Ranch Villages 4 The Terraces at Dublin 626 residential units Ranch Villages 5 Grafton Station Community shopping center (180,000 sq ft) anchored by Lowe's Home Improvement 6 Grafton Plaza Proposed mixed -use project with 150 room hotel, 30,000 sq ft of retail, and 120 residential units 7 Kaiser Hospital Parcel Proposed medical campus Source: Google Earth, KMA, City of Dublin 001 -001;J 11982.009 To: Lori Taylor September 3, 2015 Subject: Draft Fiscal Impact Analysis of Alternative Development Scenarios for "Grafton Street" Development Project and Prior Project Concept Page 3 Development Scenarios The following table summarizes the two alternative development programs that have been evaluated for the site: ■ Alternative 1 is the current "Grafton Street" project that is being proposed by Charter Properties. The development program consists of 237 ownership residential units, including 36 shopkeeper units which incorporate a total of 36,000 square feet of ground floor commercial space. Each shopkeeper unit includes a 1,000 square foot commercial space with a separate entrance, which the property owner has the option of leasing to a commercial tenant. ■ Alternative 2 reflects a prior development concept for the site, which consisted of 230,000 square feet of neighborhood /community commercial space, envisioned as a pedestrian- oriented "main street' serving nearby residential communities. This reflects the maximum amount of commercial use permitted under existing land use designations. It is assumed that 138,000 square feet would be ground -floor commercial space and 92,000 square feet would be second floor commercial space. Per the direction of City staff, Alternative 2 does not include residential development, which is permitted above ground - floor commercial, nor is there an allocation for a public /semi - public facility, which is currently the designated use for the northeast corner of the site (see map, above). Summary of Land Use Alternatives Alternative 1 Alternative 2 Proposed Prior Development Development Concept Residential Units (Medium Density)' 237 - Commercial Square Footage Neighborhood Commercial - 230,000 Shopkeeper 36,000 - Total Commercial 36,000 230,000 ' Medium - density permits a density range of 5.84 to 14.19 dwelling units per acre. 001 -001;J 11982.009 To: Lori Taylor September 3, 2015 Subject: Draft Fiscal Impact Analysis of Alternative Development Scenarios for "Grafton Street" Development Project and Prior Project Concept Page 4 Residential Uses As shown in the table below, the 237 for -sale housing units planned for development under Alternative 1 would be divided among four housing types of up to 3,500 square feet. Anticipated sales prices range from $750,000 to $900,000 (see table below). Map 2 shows the location of each of these unit types as indicated by the preliminary site plan. Proposed Housing Types Unit Type Unit Size Number Anticipated Prices Private Lane Homes 3,500 sf 117 $800k - $900k Green Court Homes 2,240 sf 14 $800k - $900k Townhomes - 70 $750k - $800k Shopkeeper Units - 36 $750k - $800k Source: Charter Properties Map 2: Location of Proposed Housing Types 4 e- - 1 �_ T�- "' ? - Private Lane Units 2- Green Court Units 3- Townhome Units Source: Charter Properties 001 -001;J 11982.009 To: Lori Taylor September 3, 2015 Subject: Draft Fiscal Impact Analysis of Alternative Development Scenarios for "Grafton Street" Development Project and Prior Project Concept Page 5 Commercial Uses Both alternatives contain commercial space that would be a mix of retail space and services /professional office space, consistent with the Neighborhood Commercial Zoning Designation. (See Table 9, in the Appendix, for a full list of permitted uses.) KMA anticipates that the unique characteristics of shopkeeper space as included in Alternative 1 will result in a higher proportion of small, service- oriented tenants than traditional neighborhood retail reflected in Alternative 2. The reasons are as follows: • Shopkeeper spaces would be limited to 1,000 square feet each, whereas traditional retail storefronts can range from 1,500 square feet to 20,000 square feet • Shopkeeper spaces would be leased by individual residential property owners without a coordinated leasing strategy ■ Shopkeeper spaces would not be equipped to operate as full- service restaurants, a significant generator of foot traffic and taxable sales in main street commercial districts ■ While tenant improvements would be funded up to $25 per square foot by the project developer, further improvements would be at the discretion of individual property owners. Approach and Key Assumptions The subject analysis evaluates the impacts of the above development scenarios on the City's General and Gas Tax Funds. The analysis does not include one -time revenues or revenues that are sized and restricted to off -set service costs or impacts, such as building permit revenues or impact fees. Given that the development program for Alternative 2 is based on permitted land uses rather than an actual development proposal, this fiscal analysis is intended to provide order of magnitude estimates of the impacts of the development alternatives upon build - out. All impacts are expressed in current, 2015 dollars. Similar to prior analyses that KMA has prepared for the City of Dublin, the major revenue sources, such as property and sales taxes, have been estimated based on anticipated home prices and construction costs and sales productivity levels required to support new construction. Other revenues and all service costs have been estimated by applying per capita budget factors derived from the City's budget forecast for FY 2015/16 to each alternative development program. 001 -001;J 11982.009 To: Lori Taylor September 3, 2015 Subject: Draft Fiscal Impact Analysis of Alternative Development Scenarios for "Grafton Street" Development Project and Prior Project Concept Page 6 Key assumptions incorporated into the analysis are as follows: ■ Market Feasibility- It is assumed that both alternatives will be successful and well- received by the marketplace. There may be significant differences in the degree to which the alternatives are feasible from both a market and a financial perspective. The analysis does not address any such differences in feasibility or any differences in the time frame in which the concepts could be supported by the marketplace and built. ■ Home Prices - Home prices, which drive the amount of property tax revenues to be generated by each alternative, are based on information provided by Charter Properties. Retail Sales - The analysis evaluates only gross taxable sales, not net new taxable sales after deducting any sales that are being transferred from existing Dublin retailers to the new retailers on the subject site. Sales levels are assumed to vary by type of commercial space: - Neighborhood /Community Commercial Space is assumed to generate a level of sales consistent with standard industry hurdles to support the cost of new construction. Ground -floor retail space is assumed to generate higher taxable retail sales than second -floor space, given that the types of tenants that typically occupy second floor space tend to be service- oriented. - Shopkeeper Space is assumed to generate retail sales equivalent to second - floor Neighborhood Commercial space for the reasons described in the Development Scenarios section, above. ■ Police and Fire Cost Estimates -Police and fire service cost estimates reflect citywide per capita averages for employees and residents, and do not include the costs of calls generated by retail customers. Infrastructure Costs - The cost to maintain new public infrastructure associated with developing the property (streets /traffic signals /street lights /curbs and gutters, etc.) has not been provided by KMA and is therefore not considered by the subject analysis. 001 -001;J 11982.009 To: Lori Taylor September 3, 2015 Subject: Draft Fiscal Impact Analysis of Alternative Development Scenarios for "Grafton Street" Development Project and Prior Project Concept Page 7 Order of Magnitude Findings 1. Annual General Fund and Gas Tax Fund Impacts Upon Build -out The analysis indicates that both scenarios would generate an annual surplus to the City of Dublin. As shown in the table and graph below, Alternative 1, the proposed residential alternative, is estimated to generate an annual surplus of approximately $305,000 in General Fund and Gas Tax Fund revenue. Alternative 2, the retail alternative based on what is currently permitted, would generate a larger annual surplus of $590,000. Summary of Fiscal Impacts $1,000 K U) $800 K U) 0 $600 K $400 K $200 K $0 K ($200) K ($400) K Proposed Use Existing Use Alt 2: Designation J�� &t,jy rX ($600) K I ®Revenues ■Expenditures -Net General Fund Revenues $733,000 $747,000 General Fund Expenses - $443,000 - $157,000 Net Annual General Fund Impact $290,000 $590,000 Gas Tax Fund Revenues $15,000 $0 Annual Net General and Gas Tax $305,000 $590,000 Revenue 001 -001;J 11982.009 To: Lori Taylor September 3, 2015 Subject: Draft Fiscal Impact Analysis of Alternative Development Scenarios for "Grafton Street" Development Project and Prior Project Concept Page 8 2. Maior Revenue Sources and Expense Categories As detailed in Table 1 (Appendix), the most significant sources of General Fund revenues for both scenarios are property taxes, sales taxes, and property taxes in lieu of motor vehicle fees. For the residential alternative, property taxes are the largest source of revenues, estimated to be $452,000 annually, or 60% of the total amount of City revenues to be generated by the development. For the retail alternative, sales taxes would represent more than two - thirds of revenues. 7 Sates Tax 18.7% Alternative 1 Alternative 2 Revenue Distribution Revenue Distribution Franchise ethers Fees 3.7'1. prWerty Tax 61.7% . Fees Ame rs Rroperty 7.774 Tax UVALIT 24.8'v 4 ` % Sates Ti 68.0% The annual cost to Dublin to provide City services to the site's future residents and employees is estimated to be approximately $440,000 in Alternative 1 and $160,000 in Alternative 2. The most significant expense components are police and fire department services, and parks and community services. These three service categories account for over 85% of City expenditures. Typically, public works department expenses associated with maintaining new infrastructure would also be a significant expense category but have not been included in this analysis because of a lack of specificity regarding the public infrastructure of each alternative. If the City is obligated to maintain any new infrastructure, then annual city service costs would exceed the estimates contained in this memorandum, and the magnitude of estimated surpluses would decrease. 001 -001;J 11982.009 To: Lori Taylor September 3, 2015 Subject: Draft Fiscal Impact Analysis of Alternative Development Scenarios for "Grafton Street" Development Project and Prior Project Concept Page 9 Alternative 1 Expenditure Distribution Parks and Community Services 15.3% Tables Others 29.9% Alternative 2 Expenditure Distribution Police Parks and 41.5% Community Semices 15.3* Public omers 29.9% Dolice 41 A% The analysis of fiscal impacts is presented in the attached supporting tables 1 through 9. Revenue and expenditure source assumptions are summarized in Appendices 1 through 5. Supporting Tables Table 1 Annual Revenue and Expenditure Summary at Build -out Table 2 Alternative Programs Table 3 Estimated Annual City Revenue - General and Gas Tax Funds Table 4 Estimated Annual General Fund Expenditures Table 5 Demographics Table 6 Estimated Assessed Value Table 7 Existing Demographic Data - City of Dublin Table 8 Estimated Household Income Table 9 Neighborhood Commercial Permitted Uses Appendix Tables Appendix 1 General Fund Revenue Sources — City of Dublin 2015/16 Budget Appendix 2 General Fund Budget Expenditures — City of Dublin 2015/16 Budget Appendix 3 Commercial Construction Cost / Assessed Valuation Estimate Appendix 4A Revenue Source Assumptions — Land Use Alternative 1 Appendix 4B Revenue Source Assumptions — Land Use Alternative 2 Appendix 5 General Fund Operating Expense Assumptions 001 -001;J 11982.009 Table 1 Annual Revenue and Expenditure Summary at Buildout Grafton Street Fiscal Analysis Dublin, CA General Fund Revenues' Property Taxes Sales Tax Property Tax In -Lieu of MVLF Franchise Fees Property Transfer Tax Fines/ Forfeitures/ Penalties Licenses, Permits, and Fees Business License Tax Total GF Revenues General Fund Expenditures Z Police Fire Parks and Community Services Public Works General Government Community Development Non - Departmental Economic Development Total GF Expenditures Net General Fund Impacts Additional Other Revenues i Gas Tax Fund Net General and Gas Tax Fund Revenue 1 Table 3. z Table 4. Alt 2. Alt. 1 Prior Concept Based on Existing Proposed Development Concept Zoning 237 du /36k SF Comm 230k SF Comm $452,000 61.7% $185,000 24.8% $137,000 18.7% $508,000 68.0% $81,000 11.1% $33,000 4.4% $36,000 4.9% $13,000 1.7% $22,000 3.0% $4,000 0.5% $1,000 0.1% $1,000 0.1% $2,000 0.3% $1,000 0.1% $2,000 0.3% $2,000 0.3% $733,000 100.0% $747,000 100.0% ($184,000) 41.5% ($65,000) 41.4% ($132,000) 29.8% ($47,000) 29.9% ($68,000) 15.3% ($24,000) 15.3% ($22,000) 5.0% ($8,000) 5.1% ($17,000) 3.8% ($6,000) 3.8% ($12,000) 2.7% ($4,000) 2.5% ($5,000) 1.1% ($2,000) 1.3% ($3,000) 0.7% ($1,000) 0.6% ($443,000) 100.0% ($157,000) 100.0% $290,000 $590,000 $15,000 $0 $305,000 $590,000 Prepared by: Keyser Marston Associates, Inc. Filename: \ \Sf- fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; 1 summ; 9/3/2015; kf 9/3/2015 Table 2 Alternative Development Programs Grafton Street Fiscal Analysis Dublin, CA 237 0 Commercial Square Feet' Alt. 1 Proposed Alt. 2 Prior 237 du 0 du Development Program Second Floor Community Shopping 36 k SF Comm 230 k SF Comm Shopkeeper Space 36,000 0 Total Commercial Residential Units 1 avq unit size Site Acres 25.00 Private Lane Homes 3,500 117 0 Green Court Homes 2,240 14 0 Townhomes - 70 0 Shopkeeper Units - 36 0 237 0 Commercial Square Feet' Retail First Floor Community Shopping 0 138,000 Second Floor Community Shopping 0 92,000 Shopkeeper Space 36,000 0 Total Commercial 361000 230,000 Site Acres 25.00 25.00 Commercial FAR 0.03 0.21 Dwelling Units per Acre 10.35 0.00 1 Reflects Charter Properties proposal and a prior development concept provided to the City. Prepared by: Keyser Marston Associates, Inc. Filename: \ \Sf- fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; 2 program; 9/3/2015; kf 9/3/2015 Table 3 Estimated Annual City Revenue - General and Gas Tax Funds Grafton Street Fiscal Analysis Dublin, CA General Fund Alt. 1 Proposed Alt. 2 Prior 237 du 0 du Revenue Source Estimating Factor 1 36 k SF Comm 230 k SF Comm Measure Property Tax In -Lieu of MVLF $0.41 1$1,000AV Total Assessed Value ($1,0005) z $196,775 $80,500 Residential Assessed Value ($1,0005) z $196,775 $0 Commercial Assessed Value ($1,0005) z $0 $80,500 Single Family Households 3 237 0 Retail Employees 3 51 657 Community Retail Square Feet (Ground Floor) 0 138,000 Community Retail Square Feet (Second Floor) 0 92,000 Shopkeeper Square Feet 36,000 0 Total Resident Equivalents 3 618 219 Total Residents 3 601 0 General Fund Property Taxes 22.98% share of 1% prop. tax $452,228 $185,005 Property Tax In -Lieu of MVLF $0.41 1$1,000AV $80,746 $33,033 Property Transfer Tax Residential $0.55 1$1,000AV 20% per year $21,645 $0 Commercial $0.55 1$1,000AV 10% peryear $0 14AL $21,645 $4,428 Sales Tax Spending Measures Non -Prof. Residential Spend per household 1 $41,201 $39,032 Non -Prof. Retail Empl. Spend per employee 1 $1,280 $1,078 Community Retail Taxable Sales (Ground Floor) persquare foot 1 $290 $290 Community Retail Taxable Sales (Second Floor) persquare foot 1 $110 $110 Shopkeeper Taxable Sales persquarefoot 1 $110 $110 Taxable Sales Non -Prof. Residential Spend 98.6% occupied 3 $9,627,923 $0 Non -Prof. Retail Empl. Spend $65,287 $708,258 Community Retail Taxable Sales $0 $50,140,000 Shopkeeper Taxable Sales $3,960,000 $13,653,211 $50,848,258 Total Sales Tax 1.00% sales tax $136,532 $508,483 General Fund, continued Business License Tax Community Retail 6,000 sfperbus $50 perbus $0 $1,917 Shopkeeper Retail 1,000 sfperbus $50 perbus 1800 LO $1,800 $1,917 Franchise Fees $58.29 per res eq $36,025 $12,766 Licenses, Permits, and Fees $2.57 per res eq $1,585 $562 Fines / Forfeitures / Penalties $2.39 per res eq $1,476 $523 Total General Fund Revenue $732,038 $746,716 Gas Tax Fund $24.65 perresident $14,817 $0 Total General and Gas Tax Fund $746,855 $746,716 1 See Appendix 4a & 4b. z See Table 6. 3 See Table 5. Prepared by: Keyser Marston Associates, Inc. Filename: \ \Sf- fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; 3 rev; 9/3/2015; kf 9/3/2015 Table 4 Estimated Annual General Fund Expenditures Grafton Street Fiscal Analysis Dublin, CA 9/3/2015 Alt. 1 Proposed Alt. 2 Prior 237 du 0 du Expenditure 36 k SF Comm 230 k SF Comm resident equivalents 1 618 219 General Government Non - Departmental Economic Development Community Development Fire Police Parks and Community Services Public Works - Add'I Wear Estimating Factor 2 $26.92 per res eq $8.06 per res eq $4.94 per res eq $19.72 per res eq $212.83 per res eq $298.03 per res eq $109.41 per res eq $36.38 per res eq General Fund Expenditures Before Infrastructure 1 See Table 5. z See Appendix 5. Prepared by: Keyser Marston Associates, Inc. Filename: \ \Sf- fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; 4 exp; 9/3/2015; kf $16,638 $4,981 $3,050 $12,187 $131,531 $184,180 $67,615 $22,482 $442,665 $5,896 $1,765 $1,081 $4,319 $46,610 $65,268 $23,961 $7,967 $156,867 Table 5 Demographics Grafton Street Fiscal Analysis Dublin, CA 9/3/2015 Alt. 1 Proposed Alt. 2 Prior 237 du 0 du Demographic Measure 36 k SF Comm 230 k SF Comm Residential Population Private Lane Homes 3.03 per HH s 1.4% vacant 350 0 Green Court Homes 3.03 per HH s 1.4% vacant 42 0 Townhomes 3.03 per HH s 1.4% vacant 209 0 Shopkeeper Units 3.03 per HH s 1.4% vacant 108 0 601 0 Commercial Employment Retail Community Retail 350 sf /empl Z 0 657 Shop Keeper Space 700 sf /empl 3 51 0 Subtotal 51 657 51 657 Resident Equivalents Residents 1.00 per resident 601 0 Employees 0.33 per empl 17 219 618 219 1 U.S. Census 2009 -2013 American Community Survey 5 -Year Estimates. Z KMA estimate based on past experience. 3 KMA estimate based on nature of shopkeeper space and anticipated tenant mix. Prepared by: Keyser Marston Associates, Inc. Filename: \ \Sf- fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; 5 demos; 9/3/2015; kf Table 6 Estimated Assessed Value Grafton Street Fiscal Analysis Dublin, CA 9/3/2015 Assessed Value Alt. 1 Proposed 237 du 36 k SF Comm Alt 2 Prior 0 du 230 k SF Comm unit price Residential Private Lane Homes $875,000 /du 1 $102,375,000 $0 Green Court Homes $875,000 /du $12,250,000 $0 Townhomes $775,000 /du $54,250,000 $0 Shopkeeper Units $775,000 /du $27,900,000 $0 $196,775,000 $0 Avg Unit Price $830,274 $0 Commercial Retail con. costs +land 2 Community Shopping District $350 psf $0 $80,500,000 Total Assessed Value $0 $80,500,000 $196,775,000 $80,500,000 1 Based on a average of price per unit as estimated by Charter Properties. Z Appendix 3. Prepared by: Keyser Marston Associates, Inc. Filename: \ \Sf- fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; 6 AV; 9/3/2015; kf Table 7 Existing Demographic Data - City of Dublin Grafton Street Fiscal Analysis Dublin, CA 9/3/2015 City of Demographic Measure Dublin Population 1 49,372 Employment Z 22,720 Resident Equivalents 0.33 per employee 56,945 1 State of California, Department of Finance, E -1 Population Estimates for Cities, Counties and the State with Annual Percent Change — January 1, 2013 and 2014. Sacramento, California, May 2014. Adjusted based on 2009 -2013 American Community Survey 5 -Year Estimates Group Quarters Population, net of U.S. Census 2010 Non - Institutionalized Group Quarter population: Correctional Facility Population 4,090 Z 2009 -2013 American Community Survey 5 -Year Estimates, Table B08007 Sex of Workers by Place of Work - State and County Level. Prepared by: Keyser Marston Associates, Inc. Filename: \ \Sf- fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; 7 extg demos; 9/3/2015; kf Table 8 Estimated Household Income Grafton Street Fiscal Analysis Dublin, CA 9/3/2015 Alt. 1 Proposed Alt. 2 Prior 237 du 0 du Housing Expenditure Factor 36 k SF Comm 230 k SF Comm Unit Value i $830,274 $0 Mortgage Term Z 30 years 30 years Interest Rate Z 5.5% /year 5.5% /year Down Payment Z 20% down 20% down Annual Housing Payment $45,300 /year $0 /year Housing Expenditure % of Income 25% income 25% income Annual Household Income $181,200 $0 1 Table 6. Z Based on typical mortgage terms and housing expenditures in the Bay Area with additional interest margin to allow for growth in interest rates above current rates, which are at historically low levels. Prepared by: Keyser Marston Associates, Inc. Filename: \ \Sf- fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; 8 HH inc; 9/3/2015; kf Table 9 Neighborhood Commercial - Village Center Permitted Uses Grafton Street Fiscal Analysis Dublin, CA 9/3/2015 Use Tenant Types Local- serving retail Art gallery /supply store Music store Auto parts Newspapers and magazines Bakery Paint, glass, and wallpaper store Bicyle shop Parking lot /garage - commercial Book store Party supplies Clothing store Pet store & supplies Computers /electronic equipment Photographic supply store Drug store Picture framing shop Floor coverings Shoe store Florist /plant shop Specialty food store /grocery /supermarket Gift shop Specialty goods Hardware Sporting goods Hobby shop Stationary /office supplies Home appliances Toy store Jewelry store Variety store Liquor store Business / professional Bank, other financial institution Locksmith offices and service Barber, beauty shop, nail salon Medical Clinic establishments Bed and breakfast inn Photographic studio Copying and printing Professional offices Dry cleaner (no plan allowed) Real estate /title office Employment agency Shoe repair Formal wear /rental Tailor Hotel /motel Travel agency Laundromat Watch and clock repair Eating, drinking, and Bagel shop Ice cream /yogurt entertainment Cafe Restaurant establishments Coffee house Theater - indoor Delicatessen Video store Conditional uses Bar or cocktail lounge Recreational facility Day care center Religious facility Drive thorugh / drive in facility Community center Lodge hall School /private Microbrewery Video arcade Nightclub Keyser Marston Associates, Inc. \ \Sf- fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; 9 Permitted Uses; 9/3/2015; kf Appendix 1 Summary of General Fund Revenue Sources 1 Grafton Street Fiscal Analysis Dublin, CA 9/3/2015 Source: City of Dublin Adopted Budget and Financial Plan Fiscal Years 2014 -15 and 2015 -16, pp. J -1 to J -6 Forecast Revenue Category FY 2015 -2016 Basis of KMA Projections Included in the Analysis Taxes Current Property Taxes estimated development value, City sh. of 1% tax Secured $20,232,220 Unsecured $1,222,928 Supplemental $467,213 $21,922,361 Prior Property Taxes incl. in property taxes Secured $394,175 Unsecured $5,253 $399,428 In Lieu Property Tax $4,131,200 MVLF share from SCO Property Tax Penalties $90,249 incl. in property taxes Property Transfer Tax $475,000 est. devel. value and turnover rate, City tax rate Transient Occupancy Tax (Hotel) $950,000 est. project room nights and rates, City tax rate Sales Tax est. project sales, empl. and resid. spending Sales and Use Tax $12,990,030 In Lieu Sales Tax $4,944,083 $17,934,113 Franchise Taxes resident equivalents Electric — Franchise Tax $538,500 Gas — Franchise Tax $105,300 Garbage — Franchise Tax $1,925,750 Cable — Franchise Tax $750,000 $3,319,550 Intergovernmental Revenues Property Tax Relief (H0PTR) $183,620 included in the property taxes $183,620 Licenses, Permits, Franchises Business Licenses $138,000 City business license schedule Business License Penalties $2,250 (originally under Fines, Forfeitures, and Penalties) Miscellaneous Permits $5,832 $146,082 Fines, Forfeitures, and Penalties resident equivalents Other Court Fines $63,580 Parking Citations $72,430 $136,010 Total Revenue Included $49,687,613 Prepared by: Keyser Marston Associates, Inc. Filename: \ \Sf- fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; A -1 budget rev; 9/3/2015; kf Appendix 1 Summary of General Fund Revenue Sources 1 Grafton Street Fiscal Analysis Dublin, CA 9/3/2015 Source: City of Dublin Adopted Budget and Financial Plan Fiscal Years 2014 -15 and 2015 -16, pp. J -1 to J -6 Forecast Revenue Category FY 2015 -2016 Basis of KMA Projections Deducted from Service Costs Licenses, Permits, Franchises Police Licenses $25,987 deduct from Police Services Animal Licenses $7,000 deduct from Animal Control / Non - Departmental Fire Permits $96,696 deduct from Fire Services Planning Permits $52,740 deduct from Community Development Building Permits $1,733,925 deduct from Community Development Construction and Demo Permits $47,666 deduct from Community Development Newspaper Rack Permits $1,440 deduct from Community Development City Calgreen Building Permit Surcharge $96,358 deduct from Community Development Encroachment/ Transportation Permits $57,000 deduct from Public Works / Engineering & Traffic Safety Grading $2,652 deduct from Public Works / Engineering & Traffic Safety $2,121,464 Charges for Services Police Charges for Services $56,720 deduct from Police Services Fire Charges for Services $145,375 deduct from Fire Services Waste Management Administration Fee $730,000 deduct from Waste Management / Non - Departmental Sale of Documents $3,700 deduct from Administrative Services Recreation & Community Services $2,289,031 deduct from Parks and Community Services Heritage & Cultural Arts $10,740 deduct from Parks and Community Services Local Share Permit Surcharge — Green Building $525 deduct from Community Development Zoning/ Planning $952,474 deduct from Community Development Plan Checking— Building $0 deduct from Community Development Department Plan Checking — Engineering $2,256,446 deduct from Public Works / Engineering & Traffic Safety Local Share Permit Surcharges — Zone 7 / SMIP $4,724 deduct from Community Development Business License City Admin CASp fee $1,932 deduct from Administrative Services $6,451,667 Use of Money & Property Field & Court Rentals $193,550 deduct from Parks and Community Services Facility Rentals $290,170 deduct from Parks and Community Services Picnic Area Rentals $15,740 deduct from Parks and Community Services $499,460 Total Deducted from Service Costs $9,072,591 Excluded from the Analysis Charges for Services independent of project Building Use Insurance $16,000 Santa Rita Services $570,000 $586,000 Use of Money & Property independent of project Interest $429,890 Leased Property $527,129 $957,019 Prepared by: Keyser Marston Associates, Inc. Filename: \ \Sf- fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; A -1 budget rev; 9/3/2015; kf Appendix 1 Summary of General Fund Revenue Sources 1 Grafton Street Fiscal Analysis Dublin, CA 9/3/2015 Source: City of Dublin Adopted Budget and Financial Plan Fiscal Years 2014 -15 and 2015 -16, pp. J -1 to J -6 Revenue Category Other Revenues Mandated Costs Reimbursement Reimbursement, General Reimbursement, Damage Community Benefit Payments Contributions / Donations / Sponsorships Miscellaneous Revenue Total Excluded TOTAL — GENERAL FUND 1 For funding City departmental services Forecast FY 2015 -2016 $15,000 $133,671 $22,502 $1,127,315 $100,250 $102,001 $1,500,739 $3,043,758 $61,803,962 Basis of KMA Projections independent of project Prepared by: Keyser Marston Associates, Inc. Filename: \ \Sf- fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; A -1 budget rev; 9/3/2015; kf Appendix 2 Summary of General Fund Budget Expenditures i Grafton Street Fiscal Analysis Dublin, CA Source: City of Dublin Adopted Budget and Financial Plan Fiscal Years 2014 -15 and 2015 -16; Department Budgets. Fo reca st Expenditure Category FY 2015 -2016 General Government $6,138,121 City Council $463,564 City Manager $1,042,468 City Clerk $373,357 Human Resources $640,276 Insurance $471,410 Legal Services $777,810 Administrative Services $2,369,236 (Less) Sale of Documents ($3,700) (Less) Business License Admin Fee ($1,932) $2,363,604 Total General Government $6,138,121 Net General Government $6,132,489 Non - Departmental 2 $1,655,005 (Less) Animal Licenses ($7,000) (Less) Waste Management Administration Fee ($730,000) Net Non - Departamental $918,005 Economic Development $1,124,319 Community Development $5,135,703 (Less) Planning Permits ($52,740) (Less) Building Permits ($1,733,925) (Less) Construction and Demo Permits ($47,666) (Less) Newspaper Rack Permits ($1,440) (Less) City Calgreen Building Permit Surcharge ($96,358) (Less) Local Share Permit Surcharge — Green Building ($525) (Less) Zoning / Planning ($952,474) (Less) Plan Checking — Building $0 (Less) Local Share Permit Surcharges — Zone 7 / SMIP ($4,724) Net Community Development $2,245,851 Prepared by: Keyser Marston Associates, Inc. Filename: \ \Sf- fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; A -2 budget exp; 9/3/2015; kf 9/3/2015 Appendix 2 Summary of General Fund Budget Expenditures i Grafton Street Fiscal Analysis Dublin, CA Source: City of Dublin Adopted Budget and Financial Plan Fiscal Years 2014 -15 and 2015 -16; Department Budgets. Fo reca st Expenditure Category FY 2015 -2016 Public Safety Fire Services $12,361,935 (Less) Fire Permits ($96,696) (Less) Fire Charges for Services ($145,375) ($242,071) Net Fire Services $12,119,864 Police Services $17,053,900 (Less) Police Licenses ($25,987) (Less) Police Charges for Services ($56,720) ($82,707) Net Police Services $16,971,193 Parks and Community Services 3 $11,106,335 (Less) Recreation & Community Services ($2,289,031) (Less) Heritage & Cultural Arts ($10,740) (Less) Field & Court Rentals ($193,550) (Less) Facility Rentals ($290,170) (Less) Picnic Area Rentals ($15,740) ($2,799,231) Net Parks and Community Services $8,307,104 Public Works Public Works Administration $1,022,176 Street Maintenance and Laindscaping $1,603,490 Building Management $1,081,333 Environmental Services $220,274 Engineering and Street Safety $2,532,066 (Less) Encroachment/ Transportation Permits ($57,000) (Less) Grading ($2,652) (Less) Plan Checking — Engineering ($2,256,446) ($2,316,098) $215,968 Total Public Works $6,459,339 Net Public Works $4,143,241 Total General Fund Expenditures $61,034,657 Expenditures Net of Off - Setting Revenues $51,962,066 Cost recovery items (negative amounts) are from revenue items listed on Appendix 1. Z Includes Waste Mangement, Community Television, Disaster Preparedness, Crossing Guards, Animal Control, and Other. s Includes Library Services. Prepared by: Keyser Marston Associates, Inc. Filename: \ \Sf- fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; A -2 budget exp; 9/3/2015; kf 9/3/2015 Appendix 3 Commercial Construction Cost / Assessed Valuation Estimate Grafton Street Fiscal Analysis Dublin, CA 9/3/2015 Community Commercial Cost Element Shopping Center 1 Construction Costs 2 Land Cost Cost per Square Foot of Land 3 Floor Area Ratio Land Cost per Building Square Foot Est. Assessed Valuation, Per GBA 1 Community Shopping Center based on General Retail. Z Marshall & Swift Valuation Service. 3 KMA estimate. $200.00 $30.00 0.20 $150.00 $350.00 Prepared by: Keyser Marston Associates, Inc. Filename: \ \Sf- fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; A3 comm cost; 9/3/2015; kf Appendix 4A Revenue Source Assumptions - Land Use Alternative 1 (Proposed) Grafton Street Fiscal Analysis Dublin, CA General Fund Property Tax 1% property tax assessment 9/3/2015 22.98197% City share of property tax allocation post -ERAF 1 Property Tax In -Lieu of MVLF $2,278,846 property tax based revenues 2004 -05 2,3 $5,553,452,954 2004 -05 Dublin gross AV 2,3 $0.41 per $1,000 in AV growth Property Transfer Tax $0.55/$1,000 AV City transfer tax rate 4 20.00% estimated annual ownership residential turnovers 10.00% estimated annual commercial turnover s Sales Tax 1.00% of taxable sales Resident Retail Spending $181,200 estimated household income 6 Retail Employee Retail Spending Office Employee Retail Spending Shopkeeper Retail 29.9% income spent on taxable sales in Bay Area 7 80.0% Dublin caputure rate 8 5% Dublin spending within the projects $41,201 annual other Dublin spending per owner household $33.69 potential weekly spending per employee 50 weeks at work per year s $1,684 annual spending per employee 80% Dublin capture 5% employee Dublin spending within the project s $1,280 annual other Dublin spending per employee $91.42 potential weekly spending per employee 9 50 weeks at work per year s $4,571 annual spending per employee 80% Dublin capture s 0% employee Dublin spending within the project s $3,657 annual other Dublin spending per employee $300 total sales PSF5 40% percent taxable 10% Vacancys $110 taxable sales PSF Prepared by: Keyser Marston Associates, Inc. Filename: \ \Sf-fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; A4a rev assump 1; 9/3/2015; kf Appendix 4A Revenue Source Assumptions - Land Use Alternative 1 (Proposed) Grafton Street Fiscal Analysis Dublin, CA General Fund. continued Business License Tax Franchise Fees $50 per business 4 6,000 sf per business for general retail 5 1,000 sf per business for shopkeeper retails $3,319,550 citywide revenues in FY 2015/16 10 56,945 resident equivalents 11 $58.29 per resident equivalent Licenses, Permits, and Fees $146,082 citywide revenues in FY 2015/16 10 56,945 resident equivalents 11 $2.57 per resident equivalent Fines / Forfeitures / Penalties $136,010 citywide revenues in FY 2015/16 10 56,945 resident equivalents 11 $2.39 per resident equivalent Other Revenue Gas Tax Fund $1,217,199 revenues in FY 2015/16 10 49,372 residents 11 $24.65 per resident 9/3/2015 Notes: 1 Alameda County Auditor - Controller Agency Tax Analysis Property Reports, 51322AAB8 Calculation of Revenue Percentages in Tax Rate Areas (County website). Z Per SB 1096, growth of property tax in lieu of VLF is proportional to growth in AV since 2004/05. Before 2004/05, VLF was distributed in proportion to population. 3 2004/05 VLF distribution per the California State Controller's Office. 4 Per Dublin Municipal Code. 5 KMA assumption 6 See Table 8. State Board of Equalization Taxable Sales in California Report by Type of Business for Cities and Counties, 2013; US Census, American Community Survey, 2009 -2013 5 -Year Estimates. $ Estimate based on CA Board of Equalization taxable sales and household spending potential. e Based on employee food and goods and services spending in the vicinity of the office, as reported in the ICSC report, "Office- Worker Retail Spending in a Digital Age" (2012), for suburban workers. It has been assumed that retail employees will spend in the same range as clerical office workers and medical workers in the same range as office workers as a whole. Adjusted to 2015 at 2% growth per year. 10 See Appendix 1. 11 See Table 7. Prepared by: Keyser Marston Associates, Inc. Filename: \ \Sf- fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; A4a rev assump 1; 9/3/2015; kf Appendix 4B Revenue Source Assumptions - Land Use Alternative 2 (Prior Concept) Grafton Street Fiscal Analysis Dublin, CA 9/3/2015 General Fund Property Tax 1% property tax assessment 22.98197% City share of property tax allocation post -ERAF i Property Tax In -Lieu of MVLF $2,278,846 property tax based revenues 2004 -05 2,3 $5,553,452,954 2004 -05 Dublin gross AV 2,3 $0.41 per $1,000 in AV growth Property Transfer Tax $0.55/$1,000 AV City transfer tax rate 4 20.00% estimated annual ownership residential turnover 5 10.00% estimated annual commercial turnover 5 Sales Tax Retail Employee Retail Spending Community Retail (Ground Floor) Community Retail (Second Floor) 1.00% of taxable sales $33.69 potential weekly spending per employee 6 50 weeks at work per year 5 $1,684 annual spending per employee 80% Dublin capture 7 20% employee Dublin spending within the project 5 $1,078 annual other Dublin spending per employee $400 total sales PSF 8 80% taxable sales 5 10% vacany rates $290 taxable general retail sales PSF $300 total sales PSF5 40% taxable saless 10% vacancy rates $110 taxable general retail sales PSF Prepared by: Keyser Marston Associates, Inc. Filename: \ \Sf- fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; A4b rev assump 2; 9/3/2015; kf Appendix 4B Revenue Source Assumptions - Land Use Alternative 2 (Prior Concept) Grafton Street Fiscal Analysis Dublin, CA 9/3/2015 General Fund, continued Business License Tax $50 per business 4 6,000 sf per business for community retail 5 1,000 sf per business for shopkeeper retail6 Franchise Fees $3,319,550 citywide revenues in FY 2015/16 10 56,945 resident equivalents 11 $58.29 per resident equivalent Licenses, Permits, and Fees $146,082 citywide revenues in FY 2015/16 10 56,945 resident equivalents 11 $2.57 per resident equivalent Fines / Forfeitures / Penalties $136,010 citywide revenues in FY 2015/16 10 56,945 resident equivalents 11 $2.39 per resident equivalent Other Revenue Gas Tax Fund $1,217,199 revenues in FY 2015/16 10 49,372 residents 11 $24.65 per resident Notes: 1 Alameda County Auditor - Controller Agency Tax Analysis Property Reports, 51322AAB8 Calculation of Revenue Percentages in Tax Rate Areas (Countywebsite). z Per SB 1096, growth of property tax in lieu of VLF is proportional to growth in AV since 2004/05. Before 2004/05, VLF was distributed in proportion to population. a 2004/05 VLF distribution per the California State Controller's Office. 4 Per Dublin Municipal Code. 5 KMA assumption 6 Based on employee food and goods and services spending in the vicinity of the office, as reported in the ICSC report, "Office - Worker Retail Spending in a Digital Age" (2012), for suburban workers. It has been assumed that retail employees will spend in the same range as clerical office workers and medical workers in the same range as office workers as a whole. Adjusted to 2015 at 2% growth per year. State Board of Equalization Taxable Sales in California Report by Type of Business for Cities and Counties, 2013; US Census, American Community Survey, 2009 -2013 5 -Year Estimates. 8 Based on ULI /ICSC's Dollars and Cents of Shopping Centers /The Score, 2008 average for regional centers in the West; ICSC May 2014 monthly report's Sales Productivity for Non - Anchor Tenants in U.S. West Malls. 9 Estimate based on CA Board of Equalization taxable sales and household spending potential. 10 See Appendix 1. 11 See Table 7. Prepared by: Keyser Marston Associates, Inc. Filename: \ \Sf- fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; A4b rev assump 2; 9/3/2015; kf Appendix 5 General Fund Operating Expense Assumptions Grafton Street Fiscal Analysis Dublin, CA 9/3/2015 General Government $6,132,489 net expenses in FY 2015/16 i 25% percent variable costs Z 56,945 resident equivalents 3 $26.92 average cost per resident equivalent Non - Departmental $918,005 net expenses in FY 2015/16 i 50% percent variable costs Z 56,945 resident equivalents 3 $8.06 average cost per resident equivalent Economic Development $1,124,319 net expenses in FY 2015/16 i 25% percent variable costs Z 56,945 resident equivalents 3 $4.94 average cost per resident equivalent Community Development $2,245,851 net expenses in FY 2015/16 i 50% percent variable costs Z 56,945 resident equivalents 3 $19.72 average cost per resident equivalent Fire Services $12,119,864 net expenses in FY 2015/16 i 56,945 resident equivalents 3 $212.83 average cost per resident equivalent Police Services $16,971,193 net expenses in FY 2015/16 i 56,945 resident equivalents 3 $298.03 average cost per resident equivalent Parks and Community Services $8,307,104 net expenses in FY 2015/16 i 75% percent variable costs Z 56,945 resident equivalents 3 $109.41 average cost per resident equivalent Public Works Additional Wear on Existing Infrastructure: $4,143,241 net expenses in FY 2015/16 i 50% percent variable costs Z 56,945 resident equivalents 3 $36.38 average cost per resident equivalent 1 Appendix A -2. z A portion of these General Fund expense categories is fixed, and does not vary regardless of the amount of development. The estimated percent of variable costs is based on the experiences of other cities. 3 Table 5. Keyser Marston Associates, Inc.; \ \Sf- fs2 \wp \11 \11982 \009 \Dublin Ranch Tables 8.26; a5 exp assumptns; 9/3/2015; kf AGREEME NT FORTHE MITIGATION OF DEVE LOPME'NTIMPACTS UPONTHE SCHOOL FACILITIES OF DUBLIN UNIFIED SCHOOL DISTRICT 1.7111S AGRI-3EME, ,NT FO THE M111GATION OF DEVELOPM. ENT IMPACTS UPON SLIT FAC11.1TIES (hereinafter "Agreement"), is entered into by and. between Pao Yeh Lin, Bih Yu Lin (hereinafter collectively "Owner") and the Dublin Unified School District (hereinafter "District"). I J, KU WHEREAS, on October 1, 1.995, territory in Eastern Dublin. was ami,exed to tile City of Dublin ( jiereiiiafte,r "Dublin")- WHEREAS, Owner is the record owner of an uninhiibited portion (hereinafter "Subject Property") of this recently annexed territory, 'rhe SubJect Pr(,.)perty is more thoroughly described in the boundary map attached hereto as.1.],xiijbit "A" and incor1 )orated by reference,- WHEREAS, tyre Subject Property is ClIfTently in the Livemiore Valley king Unified School District (het-einafter "Livermore"),- WHEREAS, Owner desires, and has petitioned for, the tramsfer of tile, Su bJect Property fj:om Livermore to the District (hereinafter "Land Transfbr"); WIMI?,Eq AS, Owner has agTeed to enter into this Agreement in exchange for the District's support for the petition to efl-ect tjje .,a id , s r- I r Tian fe 7 WME'REAS, school facilities are a part of the illfrastructurenecessary to serve future residents of the Sul)ject Property= WHEREAS, both new residential and com-ii.i.ercial/i.iii.ci:ustriaI development (collectively "New Development") in. the Subject Property will have a direct irnpact on existing and f5iture school. facilities within District boundaries. These inipacts will require the constriction of new facilities to house the additional student, population gerier-ated by the New Developrnent; WHERJEAS, Owner arid District (collectively referred to as "Parties") agree that state funding for School con stnictionis extremely limited and not likely to provide adeqmate monies for t.be con.struction of new school facilities; W111KREAS, the General Plan of the City of Di.1blin (hereinafter "City") and the prezoning anal zonffig conditions ofapproval. for the Subject Property, require Owner to fully mitigate the impact on school facilities caused by New Development iii. the Sub ect Property,, J File: RC/Dublin.005 081297 Pao-Un4.Cln WHEREAS, the City's General Plan and tbe prezoniD,g and zorting conditions of approval for tbe Subject PrIopertyrequire the City's parttc.�ipatjan in. tIds Agreement for tli.e limited ptirpose of ensurijig adequate and unifomi school mitigation in Eastern]. hr per; WIIE'REAS, dais Agreenient shall not be effective until. approved by City, an.d such appr oval. shall lie evidenced on page 1.8 of this Agreernent- WHLEREAS, in Novernber 1996, the District prepared as sfiudy entitled "1996 Fa(..Illilities Master Plan. Addendtlm" (hereinafter "Nexus"). The purpose of the Nexus was to establish a. mitigation arnount whicli, if paid by a developer, would constitute full mitigation. of the impacts of'developinen.t on. schools. The fiall mitigation amounts jt istified by the Nexus are set forth in, Exhi.bit "B" which is attached hereto and incorporated by reference. WHEREAS, Owner, in. order to proceed. with plan.ried development, t ' Wky. be required to obtain approval of maps, permits, annexations, rezorling applicationfrom alocal goverurri.ent agency, and other approvals or actions which. may be sul.)ject to ol)positjon froin. the District; WITE RE AS, Owner desires that development move forward withollt opposition froin District, and District desires to secure a binding and enforceable Agrer,:;rnent from. (..)wner which provides sufficient funding for school facilities necessary to serve the residents of the developinent; WHEREAS, Owner desires to both fully n-fitigate the anticipated impacts, causcd- by the New Developrnent on school facilities and assure the existence of adequate school facilities for the student population. generated by dfis developruerit oft.be SubJect Property by ente-ring into thisAgreement with District-, WHI,TEAS, Owner lias the resources to assist in securing State and other flinds and agree to use their best efforts to obtain -the cooperation and coordinate the eft-bas of other owners in offering dieir resources and expertise- and I WFIEREAS, Ci y, District and Own(-.x desire that schooll'acilities be timely funded and developed to provide adequate facilities fbr K-12 students expected to lie generated by 1.1-le, planned. developfinent consisterit with. the Nexus. NOW, '11IFEREFORE, in consideration of the foregoing recitals, an .d. the, inu-tual prornises and covenants of the Parties contained in this .Agreern.ent, and in exchange for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parlies hereto agree as follows: File: RC/Dublin.005 081297 Pao-UnCCIn Page 2 AGREEMIENT ............................................................... L Recitals 71.1-te preceding recitals are in(.;orporated herein as thOUgh fully, set forth- 2. School ACRigation. By t.-xecuting ttlis Agreernent, Owner agrees to fully nntigate the school. irnl-)acts created by New Development in the Subject Property . Accordii.,igly, Owner shall pay the, District tine rnitigation. amounts (hereinafter "School Mitigation Amount") as set f6rth in Exbibit B. a,. Residential Develgoil(Lnt. "The School Mitigation Amourits for residential development in the SubJect Property sin ill. be increased annually, begiming Januaty, 1998. "i'his increase shall be dete=.ined according to the a(justment forinflation set forth in. the statewide cost index f6r class B construction (hereinafter "L:idex"), as detennined. by t1le Office of .Public School Constnictioniat its January ineeting. If the Index discontinues publication, ffie index used by the Office of Public School. Construction shall be applied., For the purposes of con-ij,)uting inflationary increases f6r residential developinent, Baseline is 1987 = 1,.00,, "The Index. for January, 1997 is 1,24., Tlie inflationary adjustment shall be computed with reference tin the Baseline. Accordingly, increases shall eqfaal the Index's anTnial difference,. For example, if the Index is 1.30 in. January 1998, the inflationary.1ndex would equal 4.8% (1.30-1,24 =:= ,06; A06/1-24 b Congnercial IndustriaLk 1u nt T'he School Mitigation Ainount for new cor.riirtercial/iii,(Iustri.al. develol)rnent shall be the maxiinurn statutory school hn pact fees set forth. in Govern!YteDt Code sections 53080 and. 65995,. '17his amountsl[nall be aqjusted for inflation as set forth in Government Code section 65995. C. Senior Cit .p.1 -1 ousing .... ... ....... ...... --� -DLv(-,I(yp The S&hool Mitigation AniouDt for senior citizen housing, shall be the maximujn stabitory school hupact fees for new cof.nmercial/industrial developmerit as set forti.i in Governryienot Code sections 53080 and. 65995. Senior citizen housing shall be defined as residential development that is consistent wid.i. Civil Code sections 51.3 and 51 „ 4. File: RC/Dublin.005 081297 Pao-Lin4.Cln Page 3 Prior to constructing senior citizen housing, Owner expressly agrees to execute as sonior citizen houshig mitigation. agreement with. the District. An agreement, execk,lited pursuant to this Section shall ensure nibifinal school impacts. Ai-.1y such agrLernent shall., at. a minini-am., include the following criteria- 1'he Covenants, Conditions and. Restrictions (hereinafter "CC&Rs") shall require that at 1. aast armed; resident is 55 years of age or older; ii. The (-'C &Rs shall Iitnit ternporary.residency to not inore than. 60 days per year by persons undor 30 years of age wholiave a right to) ptiblic educ,ation grades K-12, iii. The CC &R.s shall require the District's aj-.)proval before they may be aniended to al](M OCCU-pancy by persons which have a legal entitlenient to attend public schools grades K-12. iv. The Authority is as third party beneficiary to these provisions of the CC&Rs which affect school. inTacts. V. If the CC&Rs do not adequately prevent school impacts, or if subsequent aniendnients to the CC&Rs result in school. in.].pacts, the Sub,ject Pro-perty shall be sutject to the terons of the Agreenlel.'.A. d- Arnendm- erat of R-- -o f &.1ioo I bipact 11��es If Government Code sections 65995 and 53080 are either repealed or aarlenoled 10 chain ge the maxitnuin statutory school impact fees for (.,.,,oj,,r.unercial./indi.istriaI arid/or senior housing developrrient, the Parties expressly agrce that the School Mitigation. Arnou.nts for coinmercial/industrial an(J/or senior housirl-9 developnient shall be die amounts set forth in Uiis Agreement as a4justed for inflation. Additional -.L1—T1 L1tj91-1f1()n I-Except as provided in this Section, and in Sections 5, 12 and 13, t1he School. Mitigation. Anu.)-Lint shall not be niodifi-ed during the terra of t1iis Agreernent. Except as provided in this Agreen.le.rit, no additional or otber naitigation for residential, cornmercial or industrial development shall be retluested of Owner by the District,. 3. School Site Dedication Owner shall offer to dedicate propert to District for use as school sites (hereinafter "Sites"), 'I'liese shall be one Site, of not The less than. ten (1.0) usable acres each, and an portion ofa second Site, ctirrently desig .,rlated as a high sci ool. in the Eastern Dublin Specific Plan (hereinafter "EDS?'). "p pie portion of this second Site on Owner's prqperty comprisestwenty File: RC/Dublin.005 081297 Fao-LinCC]n Page 4 four (24) acres of a total Site of t" rty (40) acres. Should the District elect to reduce the Site size to accommodate a K-8 school, the portion of die Site to be dedicated shall be reduce(l proportionately. 'The general location. of the Sites shall, be as shown in Exhibit C. Exhibit C also describes the portion of the forty acre Site that Owner shall be required to dedicate, Tl .e acreages described, herein shall. hiclude the adjacent public rights-off-way (orle lialf street) f(.,)r two sides of the Site whether or not said. reap hts-of way .have been dedicated or offe red for dedication to the City of Dublin. The its shall: (i) be acceptable to both City and District, and (i) conform to the requirements of [be State ot" California for sch.00l sites. Dedications will be accepted only at'(.-.er State approval of the Sites.. The Parties shall. use their respective best efforts, and will cooperate, to obtain State al)proval of the Sites. If a Site o fifer ed'car dedication. is not acceptable to the District, Owner shall offer other Sites until arl. acceptable Site is identified. District sh ale .not unreasonably wiffiholdapproval of a school site Each Site shall be dedicated free of app off-site improvement requirements for road. s and utilities, defined as improvements outside the back of-curb fine. TlIeseimprovements shall be provided. by Owner at no cost, to District. a. Credit for Dedication, - ........ . .................. If Owner dedicates Sites accepted. by the District, Owner sliall be granted a credit (hereinafter "Dedication Credit") against the mitigation requireme.i.'its set fort.11-1-in this Agreement. The Dedication Credit sl'i-all be inclusive of all back-of curb line intprovements and adjacent public rights-of-way (one-half street) on two sides of the Site. Ow�ii.,ier shall withhold adjacent public rights-of wayfrom dedication to the District iri. order to both facilitate the dedication, of these. rig ants -ref way to the City and assurne the obligation to construct improvements within these rights-of-way. The Dedication, Credit shall be $7.00 per square foot of dedicated property. b. Inflation Factor ... . .... . ..... ­­_ Dedication. Credit shall be adjusted annually pursuant to the Index begirming January, 19984 If the Index discontinues publication, the index used by theOffice of Public School Constructian shall be applied. File: RC/Dublin.005 081297 Pao-Lin4.Clri Page 5 C. Material Breach Failure to dedicate Sites as set forth in this Section sh.all coziistiftfte a.triate-rial bireach of this Agreement. 4. Use of School Mitigation (.'ollected Su bJect only to the District's agreement with the Alameda County Surplus Property Authority, District, agrees to use the inonies collected pursuant to this Agreement to firialice the cons-truction of.facifities for students generated by New Development on. the Subject Property in accordance with the Nexus. The District furtheragrees to have schools available when needed for children in the SUbject Property in accordance with ffie Nexus. 5. No Offset District ajad Owitiier ag and. acknowledge that the School Mitigation, Amounts gree , specified in. this Agreement reflect current levels of funding from the State of California. Becatise of these St at fijndjn.�, levels, additional funds must be raised from New Development, Shoutd additional State or Federal funding sources become available i"(,,)r school construction and site purchase, District shall mAe every reasonable effort to pursue these additional funding suarces., a. Except as noted in this Section, the School Mitigation Arriount shall not be off-'set by the receipt of any monies or the 'waiver of amy fees or expenses by tl-n.e State, the City or District and/or any funds that may be received by t1w District that are requir,ed to or could be designated for sclwol construction, Additionally, except as noted in d'.).is Sectiozi, the School Mitigation Amount, sliall not be offset for bond monies that have been. or may in the future be issued by the State, tin City, the District or any other unit of governmen.t. b If the District receives State or Federal ryiw'.iles n" Mein only be used. for -new school construction, I hese dollars shall first be used to reduce and/or efii-nirvite any cash shortfall (hereinafter "Sbort.fall") in school constniction costs incurred by the District, C� For the Purposes of this Section, as Sholifa.11 exists when the sum of the revenue from the initigation. actually' collected, the anticipated mitigation. to be gen.erated by t1le remaining undew Moped, properties in the Subject Property and a'vailable State as ./or Federal funding is insufficient to build the facilities contemplated by the Nexus. Shor[fall may be actUal, anticipated and/or projected. Deten-ninations, of anticipaled. and/or pro ect d Shortfall shah be based on the District's Tautest adopted Nexus when ,j e such State, or Federal monies are received. File: RC/Dublin.005 081297 Pao-LiM.Cla Page 6 d. If one hundred. Percent (100%) of the, Shortfall is eliminated pursuant to Section. 5.b., the District shall. amend the Mitigation Ainout-its to reflect the excess dollars. Any reduction in the Mitigation Amounts in accordance with this Sectio.ii. shall be prospective. Accordingly, Owner shall not be entitled to a credit for previously paid Mitigation Anioui:its. C.. If, after the Mitigation. Amounts are arna;nded in accordance with. Sectiorl-5.d,, the District incurs a Slu..)rtfall, the District may increase the Mitigation.A.mounts to eliminate the Sliortfall. Any increase in Mitigation Anjounts shall.not exceed. the MifigationArnounts (adjusted. for inflation) set forth.. in .Exhibit B. Such increases shall be applied prospectively. Accordingly, the District shall not be entitled to collect additional. mitigation for previously underpaid Mitigation Arnounts. 6. hi.-ji.-Kind Contributioris Alternatively, Owner's impact aura the District's scliool facilities may be mitigated by providing agreed. t,tpon services (hereinafter " "In.... imnd Contributions") for the construction of school facilities. With prior approval of the District, and in the manner set forth below, Owners shall be ;ranted. .a dollar for dollar credit by the District against the initigatioja obligations established by this Agreement. In-Kind. Contributions by Owner pursuant to this Section sliall. be accompanied by a. surety bond, or other cornparal,)Ie security to the satisfaction of the District, in an amount not less than the 1.10% of the amount of the credit to be eamed. a. C nstniction of a School With the District's consent, Owner may elect to construct a school- for the District. This school shall. meet the reasonable specifications of District. Any such school shall, at a niininiura, include core facilities which have a sufficitnt nu nibex of classroonis to a Icon .inn odate students prol..)ortionate to New Development. Elementary school core facilities shall. include, but are not limited to, classrooms, school administration facilities, a library, a niultipurj..-)ose room, and. rest room l°acilities. Core facilities .for i'.niddle school and/or high schools shall be developed by the District as requested. C'anstruction, to the extent possible, should be incremental so that the.facilities are cornpleted Mien needed by th-e children.. File: RC/Dublin.005 081297 Pao-LiM.Cln Page 7 b. Other Contributions . . ... ............. With the District's consent, Owner inay elect to provide agreed upon services .required for ttie construction of ai.,ny school facilities contemplated by this Agreernea, Such contributions may include, by way of example aiad.not limitation, the grading of a school site, furnii.s.hings at an school site, architectural services, constrUCUOD. of an library or other- portion of tyre planned school facility C. Calculation of the Credit for InKind Contributions ............. _.­� -.1 ...... . ................ . ..................... . ... . and ...... . . . .............. Prior to conimeDchig any In-f<ind. Contribution (6(a) and/or 6(b), above), .District shall 1,-)rovide Owner with a writtenstatement which sets j()rth an agreed, q)on dollm- credit (hereinafter "In.,Kind Credit") w1tich, will be earned by the In Kind Contribi.1tion. Iii-Kind Credit shall be deemed ear.ned when. the District issues a written, notice of acceptwace of a C0111pleted school facility or other activity., .Full mitigation will be achieved if the agreed upon value for the In. Mnd Credit is ii.-eater than. or equal to the same dollar amount as that gerierated by the payment of tile School Mitigation Aniount. ff 11-te fia-Kind Credit does not achieve fijll mitigation, tlie cn,dit earned shall be deducted from.. ti:i[e full. mitigation obligation set forth in Section 2 of [his Agreeme.iiat. d. Un.-Kind Credj.tj_)jSP District shall not unreasonably withhold acceptance of an completed In .-Kind Contribution. In flie event of an dispute regarding such acceptance, if the City issues an certificate of occupancy prior to the District's issuance of anotice of acceptance, In- in Credit shall be deemed earned. for the In-Kirid Contribution(s) which . are not in dispute,. In-Kind Credit for that portion, of the Irt-Kind Contribution which remains in dispute shall not be earned until, the District issues an written. notice of acceptance of a completed school facility or other activity, 7. Lfinitation ori Credits Unless expressly approved by District, the sum of the total Dedication Credit granted pursuant to Section 3 plus tl-w total In--Kind Credit earned pursuant, to Section 6 shall not exceed fifty percent (50%) of the Subject Property's anticipated revenue, For the, purposes of this Section, anticipated reveraje is the surn. of the Mitigation payments which are anticipated to be generated by the retnaining undeveloped properties in the Subject Pr(,)pert The I District y may deny In-Kind Contribution requests which, when added to the total cr(.,dit granted, would exceed fifty percent (50%) of the anticipated revenues,, File: RC/Dublin.005 081297 Pao-UACM Page 8 S. lFull mitigatiorl Coinpliance witli this .Ag;reernent will ftilly initigate Owner's impact on. the school facilities of the District, and. will relieve Owner of aqy responsibility for additional school. mitigation. 9. C.ertificate of Coinpliance As an express condition precedent to the receipt of as building perinit, Owner shall. knider to the District payinent of the School Mitigation Aimouryt- Unless District has expressly appro ved a greater credit pursuant to Section 7 above, tip to fifty percent (50%) of the School. Mitigation Ainclunt.m.ay be wain used of a Dedication Credit and/or I.n.-Kind Credit. Upon. payment of the full School Mitigation Amount, which may include either as Dedication Credit and./or an In-Kind Credit as set toffli above, District shall provide Owner with an "Certificate of Compliance" indicating payment of the School Mitigation.A.mount in full. District shall also forward copies of su.cb Certificates of Con,).pliance to the City. No building perinit shall be issued. by City absent presentation by Owner to City of a. Certificate of Conipliance. In the event that City issues as building permit without determirling whether an Cert.ificate of Compliance has been issued, Owner sball pay thie School Mitigation Atnuant h.,�i C,� ;rt T� accordiance wi 1i the helms of this Agreement upon. dema "Iff Diistr—,., fa no, ev%ei-A shall stIC11h, payrnent occur later than issuance by City of a Certificate of Occupancy, 1.0. Alternative.Mitigation Option As an alternative to paymera of the Mitigation. Airiount, Owner may participate in the fonnation of as Mello- Roos Community Facilities District (hereinafter "CFW) to fin. ance Site acquisition. and school construction. CF'D ft.)miation shall require as pproval of the District. The CFD, if fonned, shall fully mitigate Owners'- impacts on. school fix.,,J],ities for those hornes included iii. the CFD and no fti.rflaer initigation. shall be required of Owner. AcCordingly, all aspects of CFD formation and adrifinistration shall be subJect to approval by the District, Full mitigation shall be hased on the Mkigation.Aniowits set forth in Exhibit B. CFD Fonnation, however, shall. inapt relieve Owner of the Site dedication requirennent set forth in Section 3 above. 11. Non-Opposition by Owner Owner agrees to pay the School Mitigation Arnow-if and/or provide approved In.-Kind. Contributions as required by this Agreern.ent even if future legislation or a final court judgnient limits the type or arnount of fees or charges that can be collected by the District. File: RC/Dublin.005 081297 Pao-UnCCln Page 9 Failure or reffisal by Owner to pay the School. Mitigation Araoia.rit, dedicate school sites or provide approved In-Kind Contributions shall coiv.-Aitate a material breach of this Agreement,, By executing this Agreement, Owner furdier agrees not to challenj,;e the validity amount or aulr lication of the School Mitigation Ainount, In Kind. Contributions, sch.ocil site dedication or CFD formation to New Development in tlie Subject Property. Additionally, Owner shall, not challenge the existing Nexus or any subsequently adopted Nexu.s.report, provided the District does rrot attempt to impose a School Mitigation An'.i.ota.it greater than. thaut established in Exhibit "13 " as acljusted for inflation. pursuant to Section 2 above, Participation in. any challengereft.-renced above sliall constitute a. material breach of this Agreennent, 12. Non-Opposition by District In consideration of Owner's agreement to provide funding for adeqiate school facilities, the District shall n(. oppose New Dew,,,lopynent in the Subject Property and shall. inforra the City that Owner :i.hade provision, by execution of this Agreeinent, to fully mitigate the, anticipated irapacts caused by ffieir development on scb.00l facilities. Additionally, District shall support Owner"s rcorganization petition urging tlie Land Transfer, District recognizes that Own er:inay, in tl�le future, apply to the City .for modifications to the EDSP regarding the location, number, and density of residential units permitted. ori the Subject Property to reflect changes in tnark let coi.,iditions. The Parties agree that, :if such, modifications occur, the Mitigatiati. A-mount may riot fully .i.nitigante the in.ipacts caused by New Developme,nt. Accordingly, District shall not oppose (including taking any action described in the first Paragraph of this Section) such modifications so long as the proposed total number of units and/or the number of units within each of the density ranges oil the Subj(ect.13roperty .ire within 10% of both the total number of units and/or the number of units within each. cud' fire dcrisity ranges of the Subject Property- as set forth in the EDSP, dated January 7, 1.994, arid. as aine.nded on October 28, 1996 If these praposed. modifications exc.:zed the 1.0% limit, District curacy. withhold the issuance of Certificates of Compliance until Owner.niakes additional. provisions to fully mitigate the impacts, if any, caused by New Developinent. 13. Uniforni School Mitigation Ansouiats ')'lice District shall use its best effairts to uniforinly a�pplly dit School Mitigation Anwurlts set forth in Exhibit "B", or as subsequently modified. as provided in Section 2, above, to other om ners of property subJect to the EDSP. Owner and successor owners of the Subject Property shall not be obligated to pay School Mitigation Anioin,.As (or otherwise provide mitigation) which are greater that which the District voluntarily requires of owners of other properties sub " ject to the EDSP. For the purposes of this Section, "voluntarily requires" shall rnean that 1he District (alnant future legislation, final court judgment or requirement by the City which. linrits die type or amount of fees or charges that tine District can collect) willingly File: RCIDublin.005 081297 Pao-Lin4.Cln Page 1. 0 entered into an agreement which provides for lower mitigation th.an the amounts set forth I'Ll'i this Agromient. Owner agrees [bat the District's duties irnposed pursuant to t1ds Section shall not apply to the following two pro ts� J ec i) California Creekside/Brookside (City of'Dukt)finTract Map No. 6822) ii) Villa Santa Rita (City of Dublin Terltative Parcel Map No. 7125). 1.4. Disclosure by Owners Owner shall diselose this Agreen.ientandits obfigatiwas to all successors, assi gass, arid/or subsequ.ent purchasers,, if arly, who purchase propeT.1y subject to this Agreernent. This disclosure� shall be made prior to Owner's assigpnent or sale of all or any of its interest in. the Subject Property. This disclosure shall state tliat dle obligations ' hereander must be satisfied. by dirct disbursement of Mitigation (less any applicable credits) to the District. If this AgreeMeDt and its obligations are not disclosed to as subsequent purchaser, Owner shall be fiable for the payment of tfie School Mitigation Atnount as though they still owned the Sullject Prol,-)erty (or portion thereof). In. such situations, Owner shall inderanify Defendants for all costs in collecting the School Mitigatiorli. Amount., including, but not finailed to, attorney's fees. Owner's duty of disclosure pursuant to this Section sliall be extifiguished when, all. Mitigation Amounts for the Sul.)ject Property have been paid to the District. If Oray ex sells or assigns as portion(s) of flie Sub ect Propei:t�y, the duty of disclosure for that portio-n(s) shall be J extinguished w.hen the Mitigation. Amount for that portion(s) has been. paid. Disclosure may be accomplished by i-ecordation ofthe Agreement pursuant to Sectiori 26 below, 1.5. Maiteirial Bire,,ach by Owner File: RC/Dublin.005 081297 Pao-Lin4.Cln Page 11, conditions or covenants set forth in this Agreement, or ngages in any other condiart which. constitutes a material breach ofthe Agreement, the following consequences shalFresult: a. Material Breach If Owner's action or inaction constitutes a, material breach (.�& this Agreement, District shall. immediately suspend the issuance of Certificates of Compliance to Owncr, and shall notify City of such suspension. This suspension. shall remaill in cf.-Tect until the breach is cured, If the breachis not cured witfun. sixty (60) calendar days after, notification. to Owner by d:ie District, Owner shall pay the 1"Nstrictliquidated. dairia,ges in the ainoun t. set forth orth in .Exhibit B of this Agreement, Nothingy herein s11.01 aff ct the validity of as building pernift issued prior to notification to City of notice of suspension . b. L�,nciaata i?anauaa The Parties expressly agree tliat the liquidated damages provisions contained herein. are reasonable under the circtunstances existing, on, the effective date of this Agreement. The an.iount of the District's liquidated damages is based on the fill] school mitigation arnount,justified by the Nemis. The liquidated damages amourlts shall. be increased annually purst,tarit to the Index beginning January 1, 1996. If the Inde isco-ntinues publication, the index used by the Office of Public Sellool Construction (or its successor) for school. mitigation issues shall be applied. C. Indemnification If Owner's action or iMC60D. constitutes as niaterial. breach of this Agreement, OwnLr's shall hideni-nify District for all expenses, damages and/or costs that not be incu rred. by the District as as result of such material breach.. Such expenses shall include, but not be Iiinited to, allomeys fees. d. Specific l'.grformqnce 'I' he Parties agree that the subject matter of t1lis Agreement is urii.que. Therefore, in addition to any and all other remedies, If Owner violates the conditions or covenants set forth in this Agreement, or e in any other conduct wl�dcti constitutes as material breach of the Agreement, District shall have the right to obtain specific perforinance of this Agreement. 16. Material Breach by District Owner is enteringinto this Agreeni.crit in reliance upon, the representation. of District tliat diaring the term of this Agreement, District: File: RC/Dublin.005 081297 Pao-Lin4.Cln Page 12 i) will. not oppose New Developinent in the SubJect Property and slian info nn. tl-.ie City that Owner niade provisiuii,l, by execution of this AgreemenE., to fully initigate, the anticipated impacts on school facilities caUsed by Owner-s development; and ii), upon compliance with. the mitigation obligations set f6ral in this A greemsit that District would issue to Owner a Certificate of Cornpliance in accordaiice with Section 9 above. The Parties agree that the surb ' jectmatter of this Agreennent is unique,. Therefore, in addition. to a and all other remedies,, If District violates the conditions or covenants set forth in this .Apr eement, or engages in. any other conduct which constitutes as material breach of the, Agreement, Owner sluall have th( - right to obtain specific performance of this.Agreemeet, inchliding, but not firnited. to, the issuance of as Certificate of Conipliance. 17. Binding.Agreernent a. "I".his Agreement shall be bindingy upon the parties hereto. All of the covenants, stipulations, proinises, and agreements contained in this Agreernent by or on behalf of, or for the benefit of either of the parties hereto, sliall bind and irture to the benefit of their respective successors or assigns. b., Owner agrees to pay, and not to challenge, protest or pay under protest, any mitigation arno-unts requixed by this.Agreement, Owner falter agrees to pay these amounts even if fiiture legislation or as final court judgment, invalidates the required mitigation payment (or any poi tion thereof). C. This Agreement shall run with the lan d. amd. be binding upon all successw--s of Owner. Any inaterial breach by a successor, representative or assign. of this Agreerxient shall have the saineforce and effect as Provided for in Section 15 above. d. This Agreeine.nt shall apply to all of the SubJect Propert-y in the District's boundaries. If no additional portion of the SubJect Property is transferred to the 13istrict, the Mitigation Amounts shall be amended as set forth in f3xhibit D. 18. Entke Agreernent a. This Agreement constitutes the entire agreement between. the Owner and, the District regarding school mitigation. As long as there is no material breacti of (his Agreement, this Agreement supersedes any and all. other agreements, eittier oral. or in writing, between. the Parties with respect to school mitigation. Each party to this Agret-,-inent acknowledges that representations by any party with respect to the subjects identified in this paragraph which are not embodied herein, or any other agreements, statements or promises not containedin this Agreement shall not be valid and binding. File; RC/Dublin.005 081297 Pao-UnCCM Page 1. 3 b. The Parties represent, warrant and agree that in execiu.ting and entering into this Agreement they are .not relying upon, and have m..)t relied upori, any representation, promise or statement made by anyone whR.11i is not recited, eo.�'Aain I ed or embodied herein. The Parties agree and assume the risk that army fact not verified, contained or embodied in this Agreement may turn out to I)e other than, different.fr. om, or contrary to, the facts now known. to them and believed. by them, to be true. The Parties further agree that this Agreement shall be eff..ectivein all respects notwithstanding, and shall not be subject to tenaiination, modification or rescission by reasons of any such differences in fact. C. Each party executing this Agreement hereby ackylow nerd ges and agrees that they have carefully read all of its ternis and provisions, have been advised of :its M.any consequences by its attorneys, and signs this Agreement of their owti. ftee will and with advice of counsel. 19. Third Party Beneflciaries The Parties agree that this Agreement is by and between die parties iianwd herein, a-jad/or their successors and assigi:is, and n(.,) d-lird pasty (including, but not limited. to, iliture homeowners) is intended, expressly or by implication, to be benefilted by this agreement. 20. Amendment and Waiver No supplement, modification or amendmerit, of this Agreement shall be binding uriless executed in. writing by all. the Parties, No waiver of orw girovh-don of this Agreement shall be deemed to constitute as waiver of any other provision(s), whether oar goat similar, nor shall any 'ing waiver constiftite a continu.ing waiver. No waiver shal be bind -r unless executed in writirIg by the Party malcing the waiver. 21. hivalid I'erni Except as set forth in Sections 11 and 17 above, if any provision of this .Agreem.ent is declared or determined by any court of competent jurisdiction to be illegal, invalid or U.M..'riforceable, the legality, validity or enforceability of t-he ren.naining portio.tis hereof shall not, in any way, be affected or impaired thereby. 22. Applie-able Law a. The Parties understand and agree flaat this Agreement shall be governed by, and interprete(J. under, the laws of the, State of Califtn-nia- b. In the event. of a dispute concerning the ternis of this.Agreement, the Parties expressly agree that the venue for any legal. action shall be with the appropriate court in the Caunty of Alaineda, State of Califoni.ia- File: RC/Dublin.005 081297 Pao-Lin4.Cln Page 14 23. Interpretation All Parties warrant that they partici.pated at arras length in drafthig this AgrLemerit, The terms of this .A.greeirient shall inset be construed for or against any party by reasori of authorship of this Agreement, but shall be canstrued in accordance with. the meaning of the langplage used Iterein, 24. Additional Matters Each party will execute, 1'.-To.'r4ptly upon request frorn. an.other party, any further. papers or documents.not herein specifically Tnentioned. which may be reasonably necrcssary to carry out the lett�;r and spirit of this Agreement, and will do all things riecessary to carry out and effectLiate th.e ternis and intent, of this Agreement. 25. Effi�cfive Date of This Agrctment `111is Agreement, regardless of wfi.en executed, shall be deemed to be dated. on uid effective as of the 30th day of June, 1997. 26. Recording of Agreement Owner shall. record, a copy of fIds Agreern.ent in the official records of Alarrieda County. 27. Attorney's Fees The prevailing Party in any action or proceedin�g, it.) enforce, interpret or otherwise, arising out of or relatiJig, to, this Agreemciat or any provision thereof (in , eluding, but not firnited to, any trial, arbitratian, administrative heariD.gl or appeal) shall be enfitle..d to recover froin. the other party (or parties) all of the costs and expenses, including but not limited to reasonable attorney's ft.es and expert's fees, 28. Nodrcvs, (-'onuntadcations nand .Dernands Fortrial tu.)tices, communications or demands t,o a party shall be sufficiently given if: a. personally delivered; or b.. g.nailed by registered or certified mail, first class postage prepaid, return. receipt reqtIested to the priricipal ot"fice of the District or Owner; C. delivered by Federal Express or otber reliable private express delivery service W dae prindpal office of t1le affected INstrict or Owner. Pile; RC/Dublin.005 081297 Pao-UnCCIn Page .15 29. Identical Counter,parts "ibis Agreentent may be executed in identical counteiparts, each of which shall constitute a duplicate original. 30. Headings The headings contained h.crein aref"or die puTpose of convenience only, and shall. not be constructed to limit or extend the meaning of this Agreement,. 31. E xhi bits All Exhibits attached hereto are incorporated into this Agreement by re.fe-rence. 32. Terit'i of Agreemeint Unless there is a rnalei.-ial breach as set ft..)rth in Seetions 15 and 16, dais Agreement shall expire upon completion of full buildoutas described in. the EDSP, dated Janlur-y 7, 1,994, and as ani.eended on October 28, .1.996. With respect t() Owner or any developer who has paid the RAI School Miti ation -Amourtt (including, if apphcO.Ae, Dedication Credit and/or IT0<ind Credit) applicable to Owner's property, if Owner's Site dedication requirement vursuant (o Section 3 has been satisfied, Owner's obligations pursuant to this Agreement shall cease, but Owner's rights to acented Dedication and In-KInd credit shall survive. 33. Aluthority to Execute I-ac h signatory to [his Agreement warrants that he or she is autb.orized to enter into fl-iis Agree inn enot on. behalf of his or her prill cipal. File: RC/Du6lin.005 081297 Pao-Lin4.Cln Page 16 IN W1.17NESS WHEPMOF, ffie Parties have caused. this Agreement to be properly executed as of tho date hercin above set forth. DISTIUCT' DUBLIN ANTE 110 SC,11001-, DIS'I-'FICT BT ................. -7- 7 .. ......... Title,. . . ............... .. . . ......... . D,atc: 1CJ --c-L7 ...... . .................. ...... . ..... . . . .............. .AP,PR.OVED ASTO FORM FOR. DISTJUCTI, P[NNELL & KINGSLEY By: . ..................... Tide� /6 ritie: x File: RC/Dublin.005 081297 Pao-Lin4.Cln Page 1 7 Date: -/?° :nz CITY OF DUBLEN A111,1110VAL City of Dublin Resolution No. 104-94- requires all developers to e.oter into mitigation agrc:,ei,nenets witli affected school districts to mitigate impacts on affected school districts required. to serve student popu.latio.n generated by new development. Resolution. No. 104 94 further states that the City shall be a Party to all mitigation agreements for flic purposes of assuring unifo..pity with respect to different property owners and appropriate laiiad use planning, The signature of the Mayor below indicates that the foregoing mit ati.on agT.eernent satisfies the requirement of Resolution No. 104-94 for a. written mitigation agreement with t-].'IC Dublin Uny)jified School Disti-da, if one is required wit.l.). that District. u Huo D ate, A., �/—/, JT, ............. . . . ...... Gy ostji Mayor ATT'EST: I:i Clerk File: RMublin.005 091297 Pao-Un4.Cln Palge 1. 8 AGRE.EMENI'FOR THE M'ITI'()'?A,'],'ION "Ul'ONTIFIE S(.11001, FACTLITIEES 0FRUBLINUNIFIED SCII001, DISTRIICT MENURNM 'Pf4,,OPF,R,rY DESCRunON OF SUBJE C17PRO'VERTY File: RC/Dublin.005 081297 Pao-Lin4.Cln Page 19 "v Sri V^ Ail 1 0, co w t- w a, F CJ CZ q ry 1�k MOM . ... . . ..... . . .... n• 771 cm if LAW. On., "Olt , Q�o :1 too 27 .......... 17- HI c tY ... . . ..... 1�k MOM . ... . . ..... . . .... n• 771 cm if LAW. On., "Olt , Q�o :1 too 27 .......... 17- HI c tY ACYREIEMEWTIMR "GIBE MITIGATION OF 11UEI/1C,]',,OPMENI','IA II" A.C'IPSO "UPON TBE 0FDLTBLINkJN'IYI.ED SCIIOOL DI,S'IFRI('-q' MITIGATION FEE SCHEADUIX (.April, 1.997) Unit `yap; School Mitigation Amount Sinflq fyrnil /L,(Lw..RgE��jW L __L___y $10,866.00/u.nil. Single farnily detached unit's oil lots 4,000 square feet or greater in size. Medium I $5,873.00/unit . ........ ....... . ......... 0 Sino!e family detachoi anits on lots less than 4,000 squ;,,,.ve fact in size, or attached i.lnits with a gross density greater than 6 units to the acre and less than or equal. to 14 units, lo the acre. Medium High Den.60 .. . ......... . ........................ ----- — Y..�;.. $3,324.001ur�t Afltachexl units with a. gross densily greater than 14 units to the acre and less than or equal to 25 units to the acre. De,�L tsity, $2,745 . 00/unit Attac..,hed anits with a gross density greater than 24 units to, the acre. (-'onmr.ie�rcial/IndL�-st,ria.1- $030/square foot . .. . . . ................................................. NOTE: Both the Residential School.Mifigation, Amotints and the Co.nimercial/Industrial School Mitigation Amount are subJect to modification in accorda.iricc with. Ranagraphs 2 and 4 of the Agreement. The aniounts set Forth above include the statutory school fees set f4th in Government Code Section 53080 and 65995. The Cortunercial/Industrial School Mitigation Amount shall be applied to all ebargeable covered and encused corninercial./industrial space as defined in Gavernment Code Section 65945(()(2). File: RC/Dublin.005 981297 Pao-Lin4.Cln I?A(,r AGREEMEATFOR THE Mll'l('"j'rA'1'11.'(,"'),N'OF'DEV'.[FI,O,PA/IENI'IM , rs UPON T."FIE scliooi, ncjj,,j,r.imFs 01TDIJBIAN UNIFIED SCHOOL DISTRIC"t' REM PROPOSED "LOCSTIONS OF SC11001, SITES File: RC/Dublin.005 081297 Pao-Lin4.Cln Vjf 2 ................ ry All, ZIP . .................. . ......... ... q . . . . ....... . 7-77 LV M' pp y . ...... XF . . . ............ . . . .. . . ..... ......... pp R od R' [P,d AWNS 8 QMT Q Min' v! UN ENT' AX I. —J. HOW . . . . . . . . . . . . . . . . . -------- M 2 z -0 C) rT, :6 g (p z to EL c. o bmx cc J Er ""F (n 00 Z- ro CD m m 0 n 0 MO o Mn m m (D l�jj CIO 7 IllrlW alb Ol* Wircw Ik I aa city of dublin SUMMARYAND KEY'RECOMMENDATIONS REPORT" I' T"'I a JLJ [y 2 14 r"J, by: i l,' ly '2 () 14 . . . . . c. o rn e rc i, a e v e, o p t iifi,,� e r ),it taslll< Cl � F (Av bi 111 �i i l,' ly '2 () 14 Acknowledgements COMMERCIAL DEVELOPMENT TASK FORCE Sulayman Bimar Robert Costa Steve Lockhart Melissa Sladden Jim LeQuin Bill Schaub Renata Flecchia Tyler Stephen Wright CITY STAFF Kerrie Chabot Prashant Ravani Janine Thalblum Todd Padnos Project Lead: Jeff Baker, Assistant Community Development Director Chris Foss, City Manager Linda Smith, Assistant City Manager Luke Sims, Community Development Director Lori Taylor, Economic Development Director Marnie Delgado, Senior Planner Hazel Wetherford, Senior Administrative Analyst Erin Steffen, Administrative Analyst II CONSULTANT TEAM Lou Hexter, MIG Project Manager Jeff Liljegren, MIG Project Associate Chris Beynon, MIG Principal Michael J. Berne, MJB Consulting Principal Table of Contents I. Introduction ..................................................................................... ............................... Page 1 ProjectBackground ............................................................................. ............................... Page 1 Task Force Purpose and Charge ........................................................ ............................... Page 2 PlanningProcess ....................................................... ............................... ...........................Page 2 PlanningTools ........................................................... ............................... ...........................Page 3 CDTF Meetings Summary ................................................................... ............................... Page 3 II. Recommendations .......................................................................... ............................... Page 5 A. Desirability of Commercial Sites .................................................. ............................... Page 5 B. Design Principles ............................................................................. ............................... Page 8 C. Economic Development Incentives ................... ............................... ...........................Page 9 Appendices............................................................................................ ............................... Page 10 A. Meeting Notes and Wallgraphics B. PowerPoint Presentations C. Supportive Documents D. Homework Assignment and Summary [This page intentionally left blank.] I. Introduction Project Background Commercial development for any city can have a significant impact on the quality of life for residents and economic development for the community as a whole. To seek community input regarding future development in Dublin, the Dublin City Council, on March 18, 2014, created the Commercial Development Task Force (CDTF) — an appointed committee of 12 local citizens — to examine the potential for additional commercial development throughout Dublin. City staff identified five "opportunity sites" that were the key focus of the CDTF. These sites included: 1) Downtown Dublin; 2) The Green at Park Place; 3) Dublin Land Company; 4) The Promenade /Grafton Plaza; and 5) the Chen property. A consultant team was hired by the City to work with the CDTF and City staff to provide information on economic viability and commercial design considerations, and to assist in facilitating and documenting all CDTF meetings. Throughout the project, City staff from Community Development, Economic Development and the City Manager's Office provided helpful support to the CDTF and the consultant team. All members of the CDTF have shown strong dedication to this planning effort and have volunteered many hours in discharging their duties as outlined in direction from the Council. Opportunity Sites Map g f� �x.'tb �k'.Y r Nr uVWm mvwSe 11m0,1, W I 1V CVV.rcum, 9 av �hRP—rr p5Nbs j •s '�rn,�ar r.amB %�m /w,�p�wt wwc�wy�� 6 it `r;4Y�o- W �� City of Dublin Commercial Development Task Force — FINAL Summary and Key Recommendations Report Task Force Purpose and Charge The purpose of the Commercial Development Task Force (CDTF), as defined by the City Council, is to engage residents and seek their input regarding the remaining undeveloped commercial properties in Dublin. For this specific planning effort, the CDTF was charged with the following three tasks: 1. Classify the desirability of existing commercial sites for future development 2. Define desirable design principles to shape the vision of future commercial development 3. Identify additional economic development incentives to attract and retain commercial uses Planning Process The planning process for the CDTF was comprised of five facilitated meetings to guide the CDTF through the process of creating a series of key recommendations for future development in Dublin. For each of the five meetings, the CDTF was asked to focus on a specific aspect of the planning process including, vision, market viability, design, desirability of the opportunity sites, and key recommendations. Planning Process and Meeting Organization F Market r Viabidity Designs = Reviiew and Finalize CDTF Recommendations City of Dublin Commercial Development Task Force — FINAL Summary and Key Recommendations Report Planning Tools Each meeting included a presentation on the specific aspect of the process given by either a member of City staff or the consultant team. This was followed by a period of discussion for CDTF members to ask questions and consider what was presented. All meetings were open to the public and time was provided towards the end of each meeting to offer an opportunity for community feedback. A wallgraphic recording was created for each meeting to help facilitate the discussion and to record comments from the CDTF and community members present. As a supplement to each meeting, CDTF members were also provided meeting packets that included a meeting agenda, meeting notes, and a copy of the wallgraphic recording from the previous meeting. Supplemental material was provided to CDTF members prior to some meetings and that information was included again in the meeting packets for the CDTF members' reference. Surveying tools were used to gain additional feed back from all participants. These included an interactive community design survey (Meeting 3) and an individual homework assignment (Meeting 4). All meeting materials and notes were made available to the public on the CDTF website at ✓ ✓_ dulblii..n ca g v IC7 t a s „Ik f a „irk . The Appendices provided at the end of the report include copies of all meeting notes, wallgraphic recordings, presentations, supplemental documents and the homework assignment and its summary for reference. CDTF Meetings Summary Meeting 1: Vision — The initial kick -off meeting for the CDTF included a general overview of commercial development in Dublin provided by city staff and facilitated by the consultant team. The meeting helped to introduce all participants to the planning process and generate an initial assessment of assets, issues and opportunities for commercial development in the City of Dublin. Marnie Delgado, Senior Planner, provided background information about current development activity and anticipated build out of the community. Linda Smith, Assistant City Manager provided background information on the City's current economic development programs and incentives to attract and retain business in Dublin. Meeting 2: Market Viability— Michael Berne of MJB Consulting, a national expert on the economics of retail and commercial activities, gave a presentation on market considerations, market demand, and different typologies of retail development to the CDTF. The presentation served as a means of educating CDTF members on general assumptions and basic concepts for the current retail market. The meeting's follow up discussion gave members an opportunity to ask market - specific questions for Dublin and led to further refinements to the CDTF's overall vision for future commercial development. City of Dublin Commercial Development Task Force — FINAL Summary and Key Recommendations Report Meeting 3: Design Principles — An overview of design principles was presented by Chris Beynon of MIG at the third meeting, building upon the viable retail typologies identified in the previous meeting. CDTF members were introduced to key design aspects such as, range of uses, site configuration, building design, circulation, access, materials, and textures. The CDTF was informed that all of these considerations help to define the character of a place and can have a big impact on the long -term economic success of development. Through an interactive community design survey during the meeting, the CDTF was asked to identify desirable elements of design that they would like to see with future commercial development in Dublin. As a follow -up to the content presented to the CDTF during the first three meetings — existing conditions, market viability, and design principles — the Project Team issued a homework assignment for CDTF members to complete prior to the fourth meeting. The homework assignment asked CDTF members to assess each of the five opportunity sites for the following criteria: 1. Overall desirability for commercial development 2. Preferred retail typology 3. Preferred use types 4. Desired design elements LUM Typologies / Design Principles Opportunity Sites . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S- ervices, Amenities, Location, Quality Meeting 4: Desirability of Opportunity Sites — Findings from the homework assignment were crafted into an initial list of preliminary recommendations and presented to the CDTF during the fourth meeting. These findings and other outstanding questions were part of an "open discussion" period of the meeting which led to a reassessment of desirability and use types and design principles for each of the opportunity sites. An overview of existing direct and indirect economic development programs and incentives was also presented to the CDTF at Meeting 4 by Lori Taylor, Economic Development Director, and Hazel Wetherford, Senior Administrative Analyst for the City. CDTF members were asked how they would encourage developers, property owners, restaurants, retailers, and institutional investors to locate and invest in the City of Dublin. They were also asked how they would encourage shoppers, diners and visitors to choose Dublin over other areas in the region. Various recommendations were generated during an open discussion of both questions. Meeting 5: CDTF Key Recommendations Review —The Summary and Key Recommendations Report was prepared based on feedback received from the CDTF. Prior to Meeting 5, a draft form of the report was provided to CDTF members to review and consider any revisions to the report. The revisions and a final review with the CDTF were facilitated during Meeting 5 to ensure that the recommendations represented the feedback from the CDTF. City of Dublin Commercial Development Task Force — FINAL Summary and Key Recommendations Report II. Recommendations The following is a compilation of recommendations derived from the entire planning process for the City of Dublin Commercial Development Task Force (CDTF). The recommendations are organized based on the three part charge posed to the CDTF including desirability of commercial sites, design principles, and economic development incentives. A. Desirability of Commercial Sites A1. GENERAL A1-1. Strong consideration should be given to site adjacencies including development type, intensity, mass /scale, uses, interface and connectivity. A1-2. The construction timing for the residential portion of a mixed use project should be tied to construction of the commercial portion of the development where feasible. A1-3. The City Council should approach development strategies with a long -term vision making sure not to settle for something less than optimal for the community. A1-4. Create commercial experiences that are unique to Dublin and help to create a sense of place and identity. A1-5. Traffic flow patterns should be considered within and around any future development. A2. DOWNTOWN DUBLIN A2 -1. Retail commercial intensification is critical to the downtown and should be a key component of revitalizing the area. A2 -2. Mixed use in the retail core of the Downtown should have a significant focus on retail uses. A2 -3. Additional residential units are supported when the intent is to support additional commercial development in Downtown as a whole. A2 -4. Mixed -use projects should include a significant commercial component, particularly in the Retail District. A2 -5. Use additional residential development to leverage opportunities for commercial development. A2 -6. A key opportunity site for commercial /mixed use intensification is the Burlington Coat Factory parcel at the northwest corner of Dublin Boulevard and Golden Gate Drive. City of Dublin Commercial Development Task Force — FINAL Summary and Key Recommendations Report A2 -7. The area south of Dublin Boulevard should, wherever possible, contain a mix of uses and not be just residential. A2 -8. Create a walkable environment along Regional Street with new development. A3. GREEN AT PARK PLACE A3 -1. This site is ideal for retail commercial development. Mixed use residential is an acceptable component as long as the focus of the project is on a high quality commercial experience. A3 -2. The site has good access for Dublin residents. A3 -3. Leverage the prime site location (i.e. visibility and access from 1 -580 and BART, and proximity to the future Persimmon Place) to create a development with a memorable experience. A3 -4. The Task Force vision is in line with the proposed project concept for a walkable area with outdoor dining and other lifestyle amenities. A4. DUBLIN LAND COMPANY (DLC) DLC - Parcel 1 A4 -1. There is support for the existing land use of General Commercial which allows both office and retail commercial. A4 -2. There is strong support for office uses at this site which should be a priority over retail. A4 -3. Office development should and would complement Dublin Corporate Center and Gateway Medical to the west across Tassajara Road. A4 -4. Do not consider an auto dealership at this location. DLC - Parcel 2 A4 -5. Create a "main street" lifestyle experience which incorporates a sense of place, walkable, with gathering areas. A4 -6. Provide opportunities for retail, restaurant and neighborhood serving uses. City of Dublin Commercial Development Task Force — FINAL Summary and Key Recommendations Report A4 -7. This site provides a prime location for retail uses since it is on the "going home" side of Tassajara Road. A4 -8. Uses should complement, but not necessarily duplicate, those uses already located at The Shops at Waterford. A4 -9. Develop this parcel as a neighborhood commercial /lifestyle oriented walkable shopping center. A4 -10. A mixed -use residential development, similar in orientation to The Shops at Waterford, is supported here if it includes a strong retail component. A4 -11. The construction timing for the residential portion of a mixed use development should be tied to the construction of any retail component. DLC - Parcels 3 & 4 A4 -12. These parcels are best suited for medium - density residential. A4 -13. Residential uses should be considered based on existing adjacent uses and the proximity to Emerald Glen Park. A4 -14. Residential development is supported on Parcels 3 and 4 if there is a strong commercial component on Parcel 2. A4 -15. The construction timing for the residential units should be tied to the construction of a strong retail component on Parcel 2 where feasible. A5. PROMENADE A5 -1. There is support for a combination of commercial and residential development here. A5 -2. This site requires a strong commercial component. A5 -3. The commercial component should front on Grafton Street and Dublin Boulevard. A5 -4. Commercial development should be walkable with a "main street" feel. A5 -5. Grafton Street should extend through the site to the north and south. A5 -6. The timing of residential construction should be tied to commercial construction. A5 -7. There is a preference for horizontal mixed -use but open to vertical mixed -use. City of Dublin Commercial Development Task Force — FINAL Summary and Key Recommendations Report A6. GRAFTON PLAZA A6 -1. Commercial development should generally mirror the Grafton Station corner. A6 -2. The timing for residential construction in a mixed use project should be tied to commercial construction where feasible. A6 -3. There is support for the existing Mixed -Use designation. A7. CHEN PROPERTY A7 -1. There is strong support for the existing General Commercial land use. A7 -2. This is a good regional shopping location (i.e. proximity to 1 -580, Livermore Premium Outlets and Fallon Gateway). A7 -3. There is strong support for flex -tech office space here. B. Design Principles 131. MATERIALS, TEXTURES AND CHARACTER 131 -1. Utilize design elements that create a sense of place. 131 -2. Consider a contemporary design style. 131 -3. Incorporate quality lighting. 131 -4. Provide signage and wayfinding elements. 131 -5. Incorporate a base, body and cap in the design of future buildings. 131 -6. Consider historical references and /or contemporary elements in design through the use of traditional materials that are representative of the Tri- Valley area where appropriate. 8 City of Dublin Commercial Development Task Force — FINAL Summary and Key Recommendations Report B2. AMENITIES 132 -1. Provide places for people to gather. 132 -2. Accommodate areas for interactive "play" such as chess games, shuffle board, etc. 132 -3. Create event -ready spaces. 132 -4. Incorporate water features, such as fountains using sustainable measures. B3. CONNECTIVITY, ACCESS, AND SUSTAINABILITY 133 -1. Design pedestrian - friendly features (i.e., safe pathways with landscaped borders). 133 -2. Include bicycle - friendly features (i.e., bike lanes, bike racks, and storage). 133 -3. Utilize drought - tolerant landscaping. 133 -4. Incorporate solar technology where possible. 133 -5. Consider low- profile parking garages as an alternative to surface parking. C. Economic Development Incentives C1. DEVELOPERS, PROPERTY OWNERS, RESTAURANTS, RETAILERS, AND INSTITUTIONAL INVESTORS C1 -1. Expand the marketing and promotion of Dublin's assets, such as a prime location, retail desirability, an innovative incentives toolbox for economic development, an educated and talented workforce, a high- achieving educational system, and an appealing residential real estate market. C1 -2. Attract tech - oriented businesses to locate in Dublin as an alternative to Silicon Valley and as a long -term investment strategy for job creation and growth. C1 -3. Assist entrepreneurial businesses, particularly with annual sales in the $5 -$10 million range, to acquire office and flex -tech space to locate and expand in Dublin. C1 -4. Encourage current property owners to invest in the upkeep and improvement of their properties to help build a positive brand for the Dublin community. C1 -5. Support a broad mix of tenants in commercial development. City of Dublin Commercial Development Task Force — FINAL Summary and Key Recommendations Report C1 -6. Consider policy strategies that leverage the greatest potential for existing assets, such as the zoning of property near transit, and adaptive reuse of older commercial property for non - traditional uses. C1 -7. Work with LAVTA to create programs such as a "ride- share" or shuttle service from BART to retail and office uses as an incentive to bring businesses and new jobs to Dublin. C2. SHOPPERS, DINERS AND VISITORS C2 -1. Encourage sponsorships by local businesses, the chamber of commerce, and the Tri- Valley Visitor's Center to create event programming that makes Dublin a destination, such as "free nights ", movie nights, and free concerts in the park during the summer to use as a marketing strategy for promoting local shops, restaurants, and attractions. C2 -2. Create retail centers that provide a diversity of shopping and dining options. C2 -3. Encourage private shuttle services for businesses in the community. 10 City of Dublin Commercial Development Task Force — FINAL Summary and Key Recommendations Report APPENDICES A. Meeting Notes and Wallgraphics B. PowerPoint Presentations C. Supportive Documents D. Homework Assignment and Summary City of Dublin Commercial Development Task Force — FINAL Summary and Key Recommendations Report 11 APPENDIX A. Meeting Notes and Wallgraphics APPENDIX B. PowerPoint Presentations APPENDIX C. Supportive Documents APPENDIX D. Homework Assignment and Summary APPENDIX A. Meeting Notes and Wallgraphics i'I � '°' ��o n � r � III �' k,( m � u qll; '116 city i Task Force Meeting #1 Wednesday, April 23, 2014 - 6:00 pm — 8:00 pm Dublin Library — Community Room NOTES IN ATTENDANCE: Commercial Development Task Force: Sulayman Bimar Kerrie Chabot Bob Costa Jim LeQuin Steve Lockhart Todd Padnos Prashant Ravani Bill Schaub Melissa Sladden Janine Thalblum Renata Tyler Stephen Wright Public: City Staff and Consultants: Mike Tseng Chris Foss (City Manager) Marshall Torre Linda Smith (Assistant City Manager) David Bowlby Luke Sims (Community Development Director) Marty Inderbitzen Jeff Baker (Assistant Community Development Director) David Clock Marnie Delgado (Senior Planner) Lou Hexter (MIG) Jeff Liljegren (MIG) The following is a meeting summary for the first meeting of a five meeting process to kick -off the Commercial Development Task Force (CDTF) for the City of Dublin, California. Those in attendance for the initial gathering included the appointed members of the CDTF, representatives from City staff, MIG, Inc. (consulting firm) and members of the public. The meeting was facilitated by Lou Hexter of MIG and a binder of supportive information was provided for each member of the CDTF. Within each binder members were provided with a meeting agenda, the task force purpose and charge, a list of member responsibilities, a city map with identified opportunity sites, and "property fact sheets" for each of the five identified opportunity sites. All materials provided and presented for Task Force meetings are available on the City's website at http: / /www.dublin.ca.gov /CDtaskforce Commercial Development Task Force Meeting # 9 Notes 4123114 -- Page 9 The following provides the key points addressed during each portion of the meeting as per the agenda: I. Welcome Jeff Baker, Assistant Community Development Director for the City of Dublin, opened the meeting introducing City staff and MIG facilitation team to the Task Force. He thanked members for volunteering to serve on the Task Force and encouraged them to participate fully in crafting a set of recommendations to the City Council regarding the community's vision for commercial development. Lou Hexter of MIG then explained the purpose of the meeting and provided a brief overview of the evening's agenda. II. Task Force Charge and Ground Rules Lou Hexter facilitated a quick "get to know you" session with the group, asking each member to introduce themselves briefly. He then reviewed the purpose and charge of the Task Force, and described some ground rules to establish the tone for how all meetings are expected to proceed. III. Plan Process, Work Plan and Outcomes Mr. Hexter next provided an overview of the CDTF process, explaining the overall work plan and the three outcomes that are expected from this effort, as directed by the City Council. These outcomes include a prioritization of desirability for each of the identified opportunity sites; identification of desirable design principles for future development; and identification of additional economic incentives to further catalyze development activity in Dublin for near- and long -term goals. CDTF members asked clarifying questions about the status of development activity, economic incentives, and the scope and role of the Task Force. Commercial Development Task Force Meeting # 9 Notes 4123114 -- Page 2 IV. Background: The Dublin Story Marnie Delgado, Senior Planner for the City of Dublin, provided the CDTF with a presentation covering supportive background information and summary of the Dublin Story. The presentation included a brief history of development in Dublin, an overview of existing plans and the regulatory setting for development, a description of schools serving the City, key commercial and residential development benchmarks of existing and proposed growth (citywide), and information regarding the undeveloped commercial opportunity sites which include: 1) Downtown Dublin; 2) The Green; 3) Dublin Land Company; 4) The Promenade and Grafton Plaza; and 5) the Chen property. Linda Smith, Assistant City Manager for the City of Dublin, then presented an overview of the City's current set of economic development incentives that are offered to businesses interested in locating in Dublin. Ms. Smith discussed the cost of starting a business in Dublin, including the high cost of impact fees such as traffic impact fees and the sewer and water connection fees charged by the Dublin San Ramon Services District. Then Mr. Hexter asked for general comments and questions (in italics) regarding the commercial opportunity sites from the Task Force. The questions and comments are provided below and were noted by the graphic note taker. �•ii ��i � � Li Is there a hotel planned near the BART station? What is the expectation of density in the area? Dublin Land Company What are the expectations for future parking, traffic and infrastructure for this area? Should this area be considered for creating a downtown for Dublin? Could this be an urban transit district for Dublin? Perhaps this is an activated area with entertainment and destination uses? The northern most parcel is public /semi - public /residential. Could this be a neighborhood park? The Green at Park Place What is the context of this site and anticipated future development of the surrounding undeveloped properties? The Promenade and Grafton Plaza What does "commercial" signify and what does the current plan anticipate to be developed on The Promenade? Chen Property None Commercial Development Task Force Meeting # 9 Notes 4123114 -- Page 3 V. Task Force Discussion Lou Hexter and Jeff Liljegren facilitated a group discussion with the CDTF, surveying the group to establish a baseline set of assets, issues /challenges, and opportunities that the group sees for future commercial development that may occur within the City of Dublin. Members of the task force provided mixed perspectives regarding what they want for their community. Some are happy with what Dublin has and want to build upon that success. Others see shortcomings for Dublin and perhaps have a desire to create a unique identity /center /heart for their community. The group identified the following key assets, challenges and opportunities: Assets - Schools - Location w/ room to grow - Homeownership - Farmers' Market Issues /Challenges - Traffic/ parking/ congestion - Lack of a downtown /center /heart - Working with property owners Opportunities - Attract businesses that want to own property vs. leasing space to locate in Dublin - Develop a unique destination strategy for Dublin - Identify Dublin's niche markets, competitive edges of neighboring cities, and future potential for commercial development - Splatter! - Talented population - Our Community! - Alameda County Facilities (in Dublin) - Imbalance of housing and commercial dev. - Effects of the Great Recession - Access to commercial development is geographically challenged - Approach development strategies with long- term goals - Leverage county development as a catalyst for additional development opportunities - Utilize good urban design to locate a mix of uses that support a more walkable environment for Dublin Commercial Development Task Force Meeting # 9 Notes 4123114 -- Page 4 VI. Community Audience Feedback The CDTF meetings will all be open to the public. Mr. Hexter, as facilitator, took time towards the end of this initial meeting to address the community members present and to offer them the opportunity to provide feedback. Marty Inderbitzen, representative for the property owner of The Promenade and Grafton Plaza, spoke briefly about the history and vision for build -out of the Eastern Dublin Specific Plan area. He further expressed an interest in the CDTF process, and requested that the City provide him with a copy of all meeting materials that the Task Force receives. A CDTF member voiced an opinion that input is welcome from the community, but should be represented fairly and not skewed by special interests of local developers working in Dublin. VIL Next Steps Action Items: • Post digital copies of all materials on the City's website. • Provide copies of background information to CDTF prior to meetings (homework assignments). Upcoming Meetings: • May 21 — Dublin Library Community Room, 6:00 — 8:00 pm • June 5 — Dublin City Hall, Regional Meeting Room, 6:00 — 8:00 pm • June 25 — Dublin City Hall, Regional Meeting Room, 6:00 — 8:00 pm • July 16 — Dublin City Hall, Regional Meeting Room, 6:00 — 8:00 pm Commercial Development Task Force Meeting # 9 Notes 4123114 -- Page 3 i��V�F. 7 ° q Ll [I 4>1 V nI � n a =, s < 11 b a V"4 fa 6 � _ 4's I �J 5 M O d � U N E Q 0 N N E E 0 V III v i 5 M O d � U N E Q 0 N N E E 0 V III � ' ! i� IC W III il "i m e I Y city f dbli Task Force Meeting #2 Wednesday, May 21, 2014 - 6:00 pm — 8:00 pm Dublin Library — Community Room NOTES IN ATTENDANCE: Commercial Development Task Force: Sulayman Bimar Jim LeQuin Bob Costa Bill Schaub Steve Lockhart Janine Thalblum Prashant Ravani Public: City Staff and Consultants: Marshall Torre Chris Foss (City Manager) David Bowlby Linda Smith (Assistant City Manager) Marty Inderbitzen Luke Sims (Community Development Director) Steve Lawton Lori Taylor (Economic Development Director) Wendi Baker Jeff Baker (Assistant Community Development Director) Lou Hexter (MIG) Jeff Liljegren (MIG) Michael J. Berne (MJB) The following is a summary of the second meeting of the City of Dublin's Commercial Development Task Force (CDTF). Those in attendance (shown above) included appointed members of the CDTF, representatives from City staff, MIG, Inc. and MJB (consulting team) and members of the public. The meeting was facilitated by Lou Hexter of MIG and a packet of supportive information relating to this meeting was distributed to each member. The packet included an agenda, notes from the previous meeting and a photoreduction of the graphic recording produced during that meeting. An excerpt from an article on the forecast for retail in 2014 was also offered as background on current retail trends occurring nationwide. All materials provided and presented for Task Force meetings are available on the City's website at, h„; ip:/ /www.cii.dL.�kzlliin.ca.L.�s /ii ndex.aspx`I11:::7 "148 Commercial Develop✓nent Task Force Meeting #2 Notes 3121114 -- Page 9 The following provides the key points addressed during each agenda segment of the meeting, and a photoreduction of the wallgraphic produced during the meeting is attached to these notes. I. Welcome /Introduction Lou Hexter, the facilitator for the Task Force process, opened the evening with a description of the meeting purpose and agenda, followed by a reminder of highlights from the Task Force's initial meeting on April 23rd. He also gave a brief review of the City Council's deliberation and direction the previous night regarding the Dublin Land Company parcels, which are among those under discussion by the Task Force. II. Presentation: Retail 101 — A Context for Exploring Dublin's Commercial Future Michael J. Berne, principal of MJB Consulting and a national expert on the economics of retail and commercial activities, provided an informative and educational session to the CDTF covering some general assumptions and basic concepts for the retail market today. This included an overview of retail terminology, market analysis, consumer demand, the retailer's perspective, shopping center typologies, primary actors, and a competitive context specific to Dublin and for the opportunity sites charged to the CDTF to evaluate for site desirability. Within the presentation, Michael identified various existing retail centers within or in close proximity to Dublin. These centers include: Stoneridge Shopping Center, Downtown Walnut Creek and Broadway Plaza, Livermore Premium Outlets, Pleasanton Gateway, and Ulfert Center. Such existing and future businesses contribute to a competitor profile that will have impacts for any retail being considered for the opportunity sites. Questions and comments were generated during the presentation that included: - Are "niche" markets and the phychographics apart of what advertising agencies focus on? - What are Department Stores now? Do they exist? - Ethnic specialty centers like Ulfert Center tend to be second generation businesses located in older commercial building stock due to cheap rent. III. Task Force Discussion Lou Hexter and Jeff Liljegren facilitated a group discussion with the CDTF, surveying the group to generate a vision for the kind of retail mix, and environment the task force might envision for Dublin in the future. The discussion included identification of desired broad retail trends that are needed in Dublin along with some discussion of site - specific aspirations regarding retail typologies. In terms of desired retail for Dublin, task force members identified a need for more destination - based food and entertainment venues such as restaurants and a theater, and more basic services such as a pharmacy and grocery store. The CDTF expressed these retail services be unique (i.e., specialty) and of high quality and value such as Berkeley Bowl in Berkeley, or the farmers market in Walnut Creek. Both the Green at Park Place and the opportunity site owned by the Dublin Land Company are already being considered for these types of uses. Commercial Develop✓nent Task Force Meeting #2 Notes 3121114 -- Page 2 Walkability and broader connectivity within and between commercial sites were other desirable characteristics mentioned. CDTF members expressed strong support for a pedestrian - friendly "main street" environment. Some examples included Santana Row (San Jose), Bay Street (Emeryville) and Belden Lane (San Francisco). Some members expressed that a Santana Row could bring unwanted congestion and expressed that if such a center were to be explored, it should be smaller in scale. Regional Road, located within Downtown Dublin was identified as a potential main street location. Some "out -of- the -box" thinking was generated regarding alternatives to typical anchor retail, such as a casino. This raised the broader question of "what's off the table for Dublin ?" Finally, it should be noted that the five Task Force members were absent for this discussion. Comments collected during the meeting therefore did not include the entire task force team's input; however, the facilitation team announced that there would be follow -up discussions to continue this conversation at the next meeting, in addition to "homework" that would be transmitted to the members as a way of preparing for the June 5 session. IV. Community Audience Feedback All five of the CDTF meetings for this process are open to the public. Mr. Hexter, as facilitator, took time toward the end of the meeting to address the community members present and to offer them the opportunity to provide feedback. Five members of the community were in attendance. Wendi Baker of Summerhill Homes addressed the Task Force regarding the Dublin Land Company proposals discussed at the City Council meeting the previous night. Steve Lawton of Main Street Property Services greeted the group to express his interest in the Task Force proceedings. VII. Next Steps Upcoming Meetings: • June 5 — Dublin City Hall, Regional Meeting Room, 6:00 — 8:00 pm • June 25 — Dublin City Hall, Regional Meeting Room, 6:00 — 8:00 pm • July 16 — Dublin City Hall, Regional Meeting Room, 6:00 — 8:00 pm Commercial Develop✓nent Task Force Meeting #2 Notes 3121114 -- Page 3 \k ' F vie! 1 t m v F s � m x 3ffi r w i y E llVff i'I � '°' ��o n � r � III �' k,( m � u qll; '116 city i Task Force Meeting #3 Thursday, June 5, 2014 - 6:00 pm — 8:00 pm Dublin City Hall — Regional Meeting Room NOTES IN ATTENDANCE: Commercial Development Task Force: Sulayman Bimar Jim LeQuin Steve Lockhart Bill Schaub Prashant Ravani Janine Thalblum Kerrie Chabot Stephen Wright Renata Flecchia Tyler Todd Padnos Melissa Sladden Jeff Baker (Assistant Community Development Director) Public: City Staff and Consultants: Marty Inderbitzen Chris Foss (City Manager) Marshall Torre Linda Smith (Assistant City Manager) Wendi Baker Luke Sims (Community Development Director) Steve Lawton Lori Taylor (Economic Development Director) David Clock Jeff Baker (Assistant Community Development Director) Lou Hexter (MIG) Chris Beynon (MIG) Jeff Liljegren (MIG) Michael J. Berne (M-B) The following is a meeting summary for the third meeting of a five meeting process regarding the Commercial Development Task Force (CDTF) for the City of Dublin, California. Those in attendance for the meeting included appointed members of the CDTF, representatives from City staff, MIG, Inc. and MJB (consulting team) and members of the public. The meeting was facilitated by Lou Hexter of MIG and a packet of supportive information relative to the third meetings purpose was provided for each member of the CDTF to include in their task force binder. Each packet provided included a meeting agenda, notes from the second meeting and a reduced copy of the graphic recording produced during that meeting. All materials provided and presented for Task Force meetings are available on the City's website at htLrt ://www.c".cL,)Ln.ca.L,)s/ncox.as�-)>` ?1'�ll ) `1498 Commercial Development Task Force Meeting #3 Notes 6109114 -- Page 9 The following provides the key points addressed during each portion of the meeting as per the agenda: I. Welcome /Introduction Lou Hexter, the facilitator for the evening discussion, opened the meeting with a description of the meeting purpose, followed by a brief overview of the evening's agenda, and then a recap of highlights from the second meeting on May 21 st. II. Brief Recap of Retail 101 Presentation — A Context for Exploring Dublin's Commercial Future Michael J. Berne, principal of MJB Consulting, provided a high level review of the presentation from the last CDTF meeting, touching on key concepts of market viability and identifying potential retail development formats as they pertain to the existing and future market in Dublin. A period for questions and comments from the CDTF was provided to help resolve any confusion and to help bring all members of the CDTF "up -to- speed" on these overarching retail concepts due to a low attendance of CDTF members during the previous meeting. Questions and comments generated include: - What does the "trade area" mean? — It is the suggested catchment area that includes the potential customer base for a particular retail business. Key point for this discussion suggests that the permitted amount of retail square footage for the five opportunity sites would require 220,000 additional residents to support that amount of retail. - What about the walkability and other modes of travel in Downtown Dublin? — Regional Road and Golden Gate Drive have potential for walkable environments. Golden Gate Drive in particular, connects the West Dublin /Pleasanton BART Station across 1 -580 north to Downtown Dublin. San Ramon Road to Safeway is also a complete bikeable /walkable connection. - How do we address the future of retail in Dublin? —Ask yourself what are the drivers of the development? What are the trends? Businesses are evolving in format to adjust to retail and real estate markets (e.g., shrinking their building footprints; reusing existing commercial building stock such as Sprout's in an old circuit city building). Commercial environments are being tailored to create inviting experiential environments for consumers and to trigger other human impulses. - What about other uses other than retail (e.g., office and residential) for professional businesses? What about Light Industrial? How do we bring Dublin to the next level? How can Dublin be an attractive alternative to Silicon Valley cities such as Cupertino? Can Dublin have a tech /research park? Can we set a new goal to grow our population and draw more people through a bigger business /office presence? Dublin currently has 30 acres of available office sites and over 3 million square feet of available office space. Much is owned by Oracle. Other locations such as Bishop's Ranch in San Ramon also offer other choices then Dublin. Recent trends suggest that demand for office space in office park type settings is decreasing. More and more, businesses are looking to blur the lines of where people work, play and live. Commercial Development Task Force Meeting #3 Notes 6109114 -- Page 2 III. Presentation and Interactive Survey: Design Principles to Enhance Economic and Community Development Chris Beynon, principal of MIG, and design expert, provided a presentation and interactive survey for the CDTF discussing a broad set of design principles to consider for future commercial development in Dublin. Chris touched on 9 different aspects of urban design that should be considered for each of the opportunity sites including: range of uses; orientation (of development sites and buildings); massing, scale and articulation (of buildings); materials, textures and character; amenities and activities; landscaping; connectivity and access; and parking. The market viability for particular typology of retail combined with variations on design principles can create different results for the considered opportunity sites in Dublin. To get the CDTF to begin thinking about design in the context of viable retail, Chris facilitated an interactive survey with the CDTF polling them on a series of images of existing retail development that conveyed different ways in which the most viable retail typology could look, feel and function. For each, four examples were shown. Each CDTF member chose their favorite electronically. After the polling of each, Chris facilitated a discussion with the group to highlight reasons why they chose, or did not choose, the images provided. Lou Hexter provided graphic recording during this portion of the presentation to capture individual comments. Questions and comments per typology include the following: - Neighborhood Shopping Center — "D" was the preferred image because it was different from what is currently in Dublin. It shows a mix of uses. It is pedestrian and bicycle friendly. It is family- oriented. It shows solar power /green technology. Relative to the other options, it is important to provide convenient parking; include a grocery tenant; and consider a format that caters to both pedestrians and autos (parking in the back with store frontage on street). Village Parkway could lend itself to a pedestrian - friendly, store front on street, parking in back format. - Hybrid Power Neighborhood Center — None of the options were liked by the task force members. The key issues with the examples shown: not sophisticated enough; architectural character was lacking; don't want plywood and stucco construction; not very pedestrian friendly; doesn't diversify Dublin enough from the competition. - Hybrid Power Lifestyle Center — "A ", "B ", and "C" were liked for various reasons. Day and night activity is good. Can we get another theater here? Typical theater metrics suggest that a single screen needs at least 9,000 people. A 20 screen theater needs a population of 20K within a 3 -5 mile catchment area. Reacting to "B" and "C ": destinations that differentiate Dublin are needed. We need a place to go to. What kind of destination could Dublin have? Not every site can be a main street. No one liked "D ". It was too intense and busy. - Faux "Main Street " - 55% of the CDTF members in attendance chose "D" (Bay Street) example. Mixed - use was desired and the example image appeared walkable and allowed for shopping from store to store. - Ethnic Specialty Center — CDTF members were mixed on the four choices. "B" and "D" were favored. Of the 11 out of 12 members present for the survey, 3 liked none of the examples. Some thought some examples were dumpy and lacked the quality desired in Dublin. Some members requested the task Commercial Development Task Force Meeting #3 Notes 6109114 -- Page 3 force consider these types of retail centers. They can thrive due to low -rent and tenant mix, and their function as incubator space for startup, mom - and -pop type businesses are important. Other questions - Is there enough parking shown in these examples? It should be assumed that adequate parking and access is always provided. IV. Community Audience Feedback All five of the CDTF meetings for this process are and will be public. Mr. Hexter, as facilitator, took time towards the end of the meeting to address the community members present and to offer them the opportunity to provide feedback. Five members of the community were in attendance. VII. Next Steps Upcoming Dates and Meetings: • June 18 —Due date for CDTF Homework Assignment • June 25 — Dublin City Hall, Regional Meeting Room, 6:00 — 8:00 pm • July 16 — Dublin City Hall, Regional Meeting Room, 6:00 — 8:00 pm Commercial Development Task Force Meeting #3 Notes 6109114 -- Page 4