HomeMy WebLinkAbout8.2 Att 5 Att 1 to Exh A- Dev Agmt ! � D
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REC(�Rt�1NC3 REQUESTED BY:
C1TY C3F �U��.iN
When Recorded Mail To:
City Clerk
City af Dublin
100 Civic Plaza
Dublin, CA 94568
Fee Waived p�r GC 27383
Space abave this line for Recorder's use
���s� �n����r�E��r- Ta
DEVELOPMENT AGREEMENT
BETWEERI THE
CITY CJF DUBLIN
At�D
BJP-ROF JOR�AN RANCH LLC
FOR THE JC?RDAN RANCN PROJECT
ATTACHMENT 1
EXHIBIT A
RECITALS
THIS FIRST AMENDMENT T(� DEVELOPMENT AGREEMENT (this
"Amendment") is made and entered in the City of Dublin on this day of
, 2t�15, by and between the City of Dublin, a Municipal Corporation
(hereafter "`City") and BJP-ROF Jordan Ranch LLC, a Delaware limited liability
company (hereafter referred to as "Developer") pursuant to the authority af;;
65864 et seq. of the California Government Code and Dublin Municipal Cade,
Chapter�.56. City and Devebper are, from time-to-time, individualiy referred to
in this Agreement as a "Party," and are collectively referred to as "Parties."
A. Califarnia Gavernment Cade �§65864 et seq. ("Development
Agreement Statu#e"} and Chapter 8.56 of the Dublin Municipal Code (hereafter
"Chapter 8.56") authorize the City ta enter into a Deveiopment Agreement for the
deveiopment of real property with any p�rson having a Pegal or equitable interest
in such praperty in arder to est�blish cerkain d�v�lopment rights in such praperty.
B. �eveloper awned, and stili owns portions of, certain real property
("the Property"} consisting of approximately 187.9 acres of land and th�t is mare
particularly described in Exhibit A atta�hed hereto and is incarparated hereir� by
reference.
C. Developer proposed, and has proceeded with, the development of
the Praperty with a mixed use project consisting of up to 964 dwelling units, 100
units fewer than anticipated under the Eastern Dublin Specific Plan, up to 5,000
square feet of retaii use, a range of public parks, public �nd semi-public uses,
open spaces and roadways ("the Project"}.
D. !n 2010, Developer applied for and the City approved various land
use approvals in connection with the development of the Project, including,
without limitation, a Stage 1 Planned Development Zoning and Development
Plan for the Fallon Village Praject (Ord. No. 32-05 adopted by the City Caunci( on
�ecember 20, 2005}; a Stage 2 Planned Development R�zaning and
Develapment Plan (t�rd. No. 13-10 adop#ed by the City Ca�ncil on June 22,
201 Q), Site Deveiapment Review {SDR) {Pianning Commission Resolution No.
10-25 adopted on May 11, 2010}, a Vesting Tentative Tract Map (Planning
Commission I�esolution No. 10-25 adopted on May 11, 2010}. The foregoing are
referred to callectively as the Origina! Project Appravals
E. In conjunctian with the Originai Praject Approvals, tne Parties
entered into a Develapment Agreement, da#ed June 22, 20�0, and recarded as
instrument No. 2010206466 in the (�fficial Records of Alameda Gounty on July
27, 2010 ("the Agreement"), that gave the Developer a vested right, for a period
of 10 years, to develop the project in accordance with the Original Project
Appravals. The DevelQpment Agreement specified that subsequent approvals
woufd only be vested if the City and Developer entered into an amendment to the
Development Agreement.
F. Develaper has transferred various portians of the Property to other
property developers that developed or are developing portians of the Praject, and
in conjunction with thase property sales it has assigned the Deveiopment
Agreement, as to the prap�rties were transferred, ta the purchasers. Developer
still owns certain real property (°the R�maind�r Property°} consisting of
approximately 14.6 acres of land that it intends to further develop and that is
more particularly described in Exhibit B.
�. The Original Project Approvals identified the site of a proposed
Dublin Unified Schaol District elementary school on a partion of the Remainder
Property. In 2012, the General Plan and the Eastern Dub(in Specific Plan were
amended to creat� a Medium Density Residential "underlay" to allow the
development of residential units on the School Site. The City approved variaus
land u�e appravals, including, without lirnitation, a General Plan amendment and
Eastern Dublin Specific Plan Amendment {Resalution No. 92-12 adopted by the
City Council on June 5, 2Q12) that increased the total number of residential units
�autharized in the Project from 780 to 864, plus the patential for up ta 100 units on
the school site, for a total of 964 units ("the 2012 Approvals"). .
H. The City and the Dublin Unified School District have engaged in
discussians that have resulted in a tentative agreement that would result in the
placement of the proposed school at a different loc�tian thereby allawing the
Developer to develop the elementary site pursuant to the Medium Density
Residential underlay designation. In furtherance of that tentative agreement, and
the Developer's related development praposal, Developer has applied for, and
the City is processing, various land use appravals, including, without limitation, a
Genera! Plan and Eastern Dublin Specific Pian Am�ndment (Resolution No, 15-
adopted by the City Council on , 2015); a Stage 1 and Stage 2
Planned Development Zoning and Development Plan {Ord. hJa. adopted by
the City Counci! on }; a Site Develapment Review approval (SDR)
(Resolution No. adapted on , 20�5); a Vesteng Tentative Tract Map
(Resolutian No. 10-25 adopted on , 2015) ("the Current Project
Appravals"}. . The Current Praject Approvals and the 2012 Approvals collectively
are referred to as the "Subsequent Project Approvals."
i. The Subsequent ProJect Appravals aiso will reduce the residential
density of the C�riginal Praject Approvals and efiminate the requirement to
construct 5000 square feet of commercial on the "Parcel H" of Tract 8024. The
end result of the Subsequent Praject l�pprovals is to reduce the approved
residential units in the Project from 964 ta 899 units.
J. The City Cauncif has found that, arnong other things, the
Qevelopment Agreement, as amended by this Amendment, is consistent with the
City's General Pian and the Eastern Dublin Specific Plan, as amended by the
Subsequent Project Approvals, �nd has been reviewed and ev�luated in
accordance with the Develapment �gr�:ement Statute and Chapter 8.56.
K. City and Deveioper have reached agreement and desire to express
herein an amendment to the Development Agreernent that wi11 facilitate the
development of, and vest the Dev�loper's rights to develop the Remainder
Property consisten# with the Subsequent Project Appravals, subject ta canditions
set forth herein, anc! an exchange far c�rtain community benefits provided herein,
including the Developer's facilitation c�f the CitylSchaol District {ease.
L., The d�velapment of the Property and the Prnject has been
evaluated in three enviroo�mental impact reports certified by the Gity: (1) Eastern
Dublin General Plan Amendment and Specific Plan Environmental Irr7pact
Report, State Clearinghouse N�. 91103064, (2} East Dubfin Prc�perties Stage 1
Development Plan and Annexation Supplemental EIR (Staie Ciearinghouse No.
2001 0521 1 4); and (3} Fallon Vil(age Project Supplemental Enviranmenta{ Impact
Report (State Cfearinghause Number 2005062010) (collectively, "Prior EIRs").
C7n June 2, 2010, the City Council approved an addendum to the Prior EIRs
through Resolution 80-10. On June 5, 2012, the City �ouncit appraved a second
addendum to the Prior EIRs through Resolution 91-12. The Prior E1Rs, and the
addenda, specifically addressed the General Plan, Specific Plan and Pianned
Devefopment Zoning far the Praj�ct. The addenda addressed the 2012
Approvals. in conjunction with the review of the Current Project Apprc�vals, the
City prepared an Initial Study dated August 2015 to determine whether these
approvals will result in any new ar subsfantially more severe significant
environmenta! impacts than those anaiyzed in the Prior EIRs and addenda or
whether any other standard requiring further environmental review under CEQA
are met (Public Resources Code section 21166 �nd CEQA Guideiines sectians
15162 and 15163). The Initial Study determined tha# the Current Project
Approvals did not trigger any c�f the CEQA standards requiring furthe�
enviranmental review, except as fo traffic/transpor�ation. The City prepared and
circulated a draft Mitigated Negative Declaration, dated August 4, 2015. The City
Council considered and appraved the Mitigated Negative Declaration and a
related Mitigation Monitoring and Reporting Program (Reso. No. adopted by
the City Cauncil an __ , 2015) priar to approving the Current Praject
Approvals.
M. t�n , 2Q15, the City Council of the City of Dublin
adopted Ordinance No. approving this Amendment ("the Approving
Ordinance"). The Approving Ordinance will take effect on {"the
Amendment Approval Date").
N. As this Amendment pertains anly to the Remainder Property, the
Cify and Develaper �re �he only parties required to effect the amendment.
NcaW, THEREFORE, with reference to the faregoing recitals and in
cansideratian of the mutual promises, obligatians and covenants herein
contained, City and Develaper agree �s follows:
AGREEMENT
Sectian 1 . Vested Rights. The Subsequent Project Approvals (�s
defined in Recital H abave) sha11, notwithstanding anything to the cantrary in the
Development Agreement, become part of the law Develop�r is vested into under
the Qevelopment Agreement.
Sectoon 2. Term. Notwithstanding anything to the contrary in the
Agreement, the term of the Developmen# Rgreement, solely as to the Remainder
Property, shall be extended until 5 years after the Amendment Appraval Da#e.
Section 3. Improvement of Jordan Ranch Neighborhood Park.
Develaper shall, as a community benefit in exchange for the vested rights
conferred by this arnendment, imprave Jordan Ranch Neighborhood Park in
accordance with City requirements, cansistent with the Parks and Facilities
Master Plan adopted by the City Cauncil on May 19, 2015. City and Develaper
shall, by November 17, 2015, enter into, contingent on the effectiveness af this
Amendment, an otherwise stand�rd improvement agreement that includes the
following terms:
a. Developer will commence the impravements detai)ed in the City-
prepared plans, dated August 27, 2015 and on file with the Parks and
Community Services C?irector, by March 1, 2016, provided that City has supplied
final plans by February 15, 2016, with completion no later fhan March 1, 209 7
except as may be extended by weather de[ays as allowed for in the City"s
standard specifications. Developer shall maintain the impravements for three
months following substantial cornpletion. The City and Deveioper presently
anticipate that th� cost of the imprnvements wauld be $1,965,000.
b. Upon posting security far the completion of the improvements
under the terms of the improvement agreement, the 150 approved residential
units in the Remainder Property wauld be exempted from the neighborhac�d park
improvement compnnent of the Public Facilities Fee. The value af the exemption
from the Public Facilities Fee, based an the fee in the to-be-adopted update ta
the Public Facilities Fee, is appraximately $365,000. Developer will not receive
credits for the additional costs of�he improvements that exceed the value of the
exemptian.
Section 4. Compliance with lnclusionary Zoning R�quirements.
Subparagraph 5.3.7.a of C}�velapment Agreement {set aut in Exhibit B ta the
Development Agreement) specified the Developer's altemative method of
complying with the Inclusionary Zoning Regulations for the Project proposed in
the Uriginal Project RpprQVals. The residential units propos�d in excess of the
780 contemplated ir� the Original �'roj�ct Approvals are nat covered by that
provision, and the Developer must demonstrate comp(iance with the Inclusionary
Zaning Regulations for the 119 residential uni#s proposed in the Subsequent
Project Approvals in excess af�he 780 units covered by the "alternative me#hod
of compliance." dV�twithstanding Subparagraph 5.3.7.a (set out in Exhibit B to the
Develapment Agreement) and anything to the contrary in the inclusionary Zoning
Regulations, Developer shail satisfy its affordable housing abligation for#he 119
residential units proposed in excess of the 780 units crvered by the Develoament
Agreement through the application of 15 affordable unit credits purchased from
either the City ar Dublin Family, L.F'., an affiliate af Eden Housing, Inc. {"Eden")
created as � result of Eden's construction af an affordable housing development
in Dublin ("Eden ProjecY'}. Under the Regulatory Agreement for the Eden
Project, the City has the right to such credi#s unless the proceeds of#he sale af
such credits are necessary for Eden ta cover any gap between the permanent
financing and the costs t�f the development and constructian costs of the Eden
Project. Eden and the City have agreed to sell such credits to Developer far
$1,500,000. Developer shall purchase such credits na later than 12� days
following the Amendment Appraval Date. The City will use the deposited funds to
purchase the credits from either the Gity or Eden on Develaper's behalf in
accordance with the terms of the Regulatory Rgreement. Nathing in this
Amendment amends the terms of the Reguiatary Agreement with respect to
Eden's rights to the affordable housing credits or funds from the proceeds of the
sale of such credits. Upon such deposit, Developer's obligation under this
paragraph and the Inclusionary Zoning Regulations wili be satisfied in ful{ for the
119 residential units proposed in the Subsequent Project Approvals in excess of
the 780 residentia! units covered by the "�Iternative meth�ds of compliance" in
the DevePapment Agreement.
Section 5. AN other provisions c�f the Developrnent Agreement shaP!
r�main in full force and effect.
Sectic�n 6. Recardatian. The City shall record � copy af this Amendment
against the Remainder Praperty within ten (10} days fallowing execution by all
parties.
[Execu#ie�rr P�ge Follc�ws]
IN WITNESS WHEF�EOF, fhe parties hereto h�ve caused this
Amendm�nt to be executed as of the date arrd year first abave written.
CITY C}� DU��It� DEVELOPER
BJP-RUF JaRDAN RAf�CH LLC,
a Delaware fimited liability company
gY� _
Chris Foss, City �rlanager By: F�Ilon-Jordan, LLC,
a California limited liability company,
Attest: its manager
�y: MVP Developrnent California,
LLC
Caroline Soto, City Clerk a California limited liability
company,
Approved �s ta form its managing member
.�,.�---.
���
gy: Robert Radanovich,�
Jahn Bakker, City Attorney m�mber
114.273 2454193.9
(NC}TARI�ATIC)�1 ATTACHED)
��hibit �
Lega! Descriptir�n of Property
Re�l pr�perty in the County of Alameda, State of California, described as fallows:
[To be adcfed]
Exhibit A
2