HomeMy WebLinkAboutItem 4.7 - 3189 CBA First Amendment with Crystal BayPage 1 of 3
STAFF REPORT
CITY COUNCIL
DATE: April 21, 2020
TO: Honorable Mayor and City Councilmembers
FROM:
Linda Smith, City Manager
SUBJECT:
First Amendment to the Community Benefit Program Agreement with
Crystal Bay Development LLC (Formerly Bayview Development Group,
Inc.)
Prepared by: Hazel L. Wetherford, Economic Development Director
EXECUTIVE SUMMARY:
The City Council will consider approving a First Amendment to the Community Benefit
Program Agreement with Crystal Bay Development LLC (formerly Bayview
Development Group, Inc.) for the St. Patrick Way Residential Project that includes 499
residential units on a ±8.53-acre property located at 6700 Golden Gate Drive.
STAFF RECOMMENDATION:
Adopt the Resolution Approving the First Amendment to the Community Benefit
Program Agreement between the City of Dublin and Crystal Bay Development LLC
(formerly Bayview Development Group, Inc.).
FINANCIAL IMPACT:
None.
DESCRIPTION:
On May 1, 2018, the City Council adopted Resolution No. 41-18 (Attachment 1)
approving a Community Benefit Agreement between the City of Dublin and Bayview
Development for the St. Patrick Way Residential Project that includes 499 residential
units on a ±8.53-acre property located at 6700 Golden Gate Drive.
The Community Benefit Agreement outlined what the Developer would contribute to the
City in exchange for requesting the residential units from the development pool. As
discussed in the May 1, 2018 Staff Report, those community benefits have been
outlined in the form of off-site dedications, funding, and improvements.
As it relates to the off-site dedication, Developer will dedicate to the City, or as
directed by the City to an affordable housing developer, an adjacent 1.3-acre
parcel located at 6541 Regional Street for a future affordable housing project.
Additionally, Developer will be dedicating approximately .28 acres of a parcel
Page 2 of 3
north of the property to complete the right-of-way improvements for the extension
of St. Patrick Way.
In terms of improvements, the Developer will make $200,000 in enhancements to
St. Patrick Way so that the street can function as a usable event and festival
space for Downtown activation. These streetscape enhancements include seat
walls to the north edge of the sidewalk, bollard sleeves in the street at each end
of the project site, string lighting at each end of the project site and along the
southern and northern edges of the new street, electrical outlet installation in tree
wells, and monumentation at each end of the project site to create defined edges
when used as event space.
The Developer will include 1,500 square feet of commercial space within the
building for use as co-workspace to assist small businesses, telecommuters and
entrepreneurs for a period of at least five years.
Lastly, the Developer will contribute $50,000 in funding towards pedestrian
connections to BART from its project site.
As outlined above, part of the community benefits of the residential project include the
improvement and dedication of St. Patrick Way along the northern boundary of the
property, including on property owned by the adjacent property owner. The Developer,
despite good faith efforts, has had difficulties in acquiring the off-site property
voluntarily, which has delayed the timing of the project. The City has had to step in and
assist with acquiring the off-site property pursuant to its eminent domain power.
Since the improvement and dedication of St. Patrick Way must be completed as a
condition of the residential project, the Developer has requested an extension to the
term of the agreement for an additional year to June 13, 2021. The current Community
Benefit Agreement is set to expire on June 13, 2020.
In addition to the one-year extension, clean up language has also been added as it
relates to the transfer of the adjacent property located at 6541 Regional Street to the
City or to a third party as the City may direct. If the City desires to acquire the adjacent
parcel earlier than the issuance of the first building permit for the 499 residential project
(in order to work with an affordable housing developer and secure bond funds), then the
City has the option of paying the developer $5,000,000 for the 1.3-acre parcel. Once the
first building permit is issued for the 499 residential unit project, the Developer would
pay the City back the $5,000,000 less the nominal price as outlined in Attachment 3.
Lastly, Bayview Development Group desires to assign the Community Benefit Program
Agreement to Crystal Bay Development LLC, a subsidiary to Bayview Development
Group which is allowed as outlined in the Community Benefit Program Agreement.
STRATEGIC PLAN INITIATIVE:
None.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
A copy of this Staff Report has been sent to Crystal Bay Development LLC.
Page 3 of 3
ATTACHMENTS:
1. Resolution 41-18 Approving the Community Benefit Agreement Between the City of
Dublin and Bayview Development Group
2. Resolution Approving the First Amendment to City of Dublin Community Benefit
Program Agreement
3. Exhibit A to the Resolution – First Amendment to City of Dublin Community Benefit
Program Agreement
RESOLUTION NO. 41 — 18
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING A COMMUNITY BENEFIT AGREEMENT BETWEEN THE CITY OF DUBLIN
AND BAYVIEW DEVELOPMENT GROUP AND AN ALTERNATE METHOD OF COMPLIANCE
WITH THE INCLUSIONARY ZONING REGULATIONS FOR THE
ST. PATRICK WAY RESIDENTIAL PROJECT
WHEREAS, Bayview Development Group has proposed the construction of a market rate
apartment project in Downtown Dublin at 6700 Golden Gate Drive; and
WHEREAS, the project consists of 499 apartments, including studios, one and two-bedroom
units, as well as 1,500 square feet of commercial space; and
WHEREAS, Bayview submitted a Site Development Review Permit application to demolish the
existing partially vacant 204,624 square foot warehouse building, construct the ultimate extension of
St. Patrick Way and construct a five story, 499-unit apartment community and related site
improvements. The proposed project also includes a request for a Vesting Tentative Map for
condominium purposes; and
WHEREAS, the Planning Commission adopted Resolution 18-07 denying the Site
Development Review Permit and Vesting Tentative Map 10809; and
WHEREAS, Bayview appealed the action of the Planning Commission to City Council in
accordance with Dublin Municipal Code Chapter 8.136; and
WHEREAS, Bayview is seeking 499 units from the residential development pool and 1,500
square feet from the commercial development pool. In exchange for this allocation, Bayview will
contribute community benefits in the form of off-site dedications, funding, and improvements; and
WHEREAS, Bayview is acquiring and then dedicating to the City a 1.33-acre site at 6541
Regional Street as a community benefit; and
WHEREAS, Bayview will provide street improvements and enhancements (estimated at
200,000) along the new segment of St. Patrick Way so that the street can function as a usable event
and festival space for Downtown activation as further described in Exhibit B of the Agreement; and
WHEREAS, Bayview will dedicate approximately .28 acres of a parcel north of the property to
complete the right of way improvements for the extension of St. Patrick Way; and
WHEREAS, Bayview will include 1,500 square feet of commercial space within the building for
use as co-work space to assist small businesses, telecommuters and entrepreneurs for a period of at
least five years; and
WHEREAS, the term of the Agreement shall commence on the Effective Date and shall extend
until the earlier of the following: 1) the Developer has provided the Community Benefit to the City as
provided in Section 3 of this Agreement, 2) any of the Project Approvals expires, or 3) Two years after
the Effective Date plus any extensions granted pursuant Section 4.2 of this Agreement; and
Reso No. 41-18, Adopted 5/1/2018, Item No. 6.1 Page 1 of 2
WHEREAS, Section 8.68.040.E of the Dublin Zoning Ordinance allows the City Council, at its
discretion, to waive, wholly or partially, the requirements of the Inclusionary Zoning Regulations and
approve an alternate method of compliance if the applicant demonstrates, and the City Council finds,
that such alternate methods meet the purposes of the Inclusionary Zoning Chapter; and
WHEREAS, the purpose of the Inclusionary Zoning Regulations are to enhance the public
welfare and assure that further housing development contributes to the attainment of the City's
housing goals by increasing the production of residential units affordable by households of very-low,
low and moderate-income and assure that the limited remaining developable land in the City's
planning area is utilized in a manner consistent with the City's housing policies and needs.
NOW, THEREFORE, BE IT RESOLVED that the City Council hereby irrevocably offers
Bayview 31 affordable unit credits that Bayview may use to satisfy a portion of the project's 62
affordable unit obligation under the Inclusionary Zoning Regulations. The offer will expire upon the
expiration of the Site Development Review permit for the project.
BE IT FURTHER RESOLVED that the City Council finds that Bayview's proposed alternate
method of compliance with the Inclusionary Zoning Regulations for the remainder of the obligation
which is based on the characteristics of the project) meets the purposes of the Inclusionary Zoning
Regulations for the following reasons:
The size, location, and type of the units in the 499-unit market rate project are likely to produce
housing that will be beneficial to many economic segments, both directly, by making a substantial
number of units available at reasonable rents, and indirectly, by substantially increasing the supply of
rental housing available in the community.
BE IT FURTHER RESOLVED that the City Council of the City of Dublin hereby approves the
Community Benefit Agreement between the City of Dublin and Bayview Development Group, as
attached as Exhibit A to this Resolution.
BE IT FURTHER RESOLVED that the City Council authorizes the City Manager to execute the
Agreement and gives the City Manager authority to execute any minor amendments to the
Agreement, as needed, to carry out the intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 1st day of May, 2018, by the following vote:
AYES: Councilmembers Goel, Gupta, Hernandez, Thalblum and Mayor Haubert
NOES:
ABSENT:
ABSTAIN:i-004
Mayor
ATTEST:
C,,v„
City Clerk
Reso No. 41-18, Adopted 5/1/2018, Item No. 6.1 Page 2 of 2
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CITY OF DUBLIN COMMUNITY BENEFIT PROGRAM AGREEMENT
Bayview Development Group, 6700 Golden Gate Drive Project
This Community Benefit Program Agreement (“Agreement”) is en tered into on
this day _____ of ___________, 2018, by and between the City of Dublin, a municipal
corporation (“City”) and Bayview Development Group, Inc., a California corporation
Developer”). City and Developer are, from time-to-time, individually referred to in this
Agreement as a “Party,” and are collectively referred to as “Parties.”
RECITALS
A. On February 1, 2011, the City adopted Resolution No. 9-11 establishing a
Downtown Dublin Specific Plan,” which sets forth a comprehensive set of guiding
principles, standards, and design guidelines for the implementation of future
development in Downtown Dublin (“the Specific Plan Area”). On May 6, 2014 and
October 7, 2014, the City Council adopted, respectively, Resolution Nos. 49 -14 and
170-14 amending the Downtown Dublin Specific Plan. The Downtown Dublin Specific
Plan, as amended, is herein referred to as “the Specific Plan.”
B. The Specific Plan regulates the density of development allowed in the
Specific Plan Area by establishing a “Base Floor Area Ratio (FAR)” for development in
each of the three districts within the Specific Plan Area.
C. The Specific Plan also establishes a pool of additional development
potential, in the form of 2,262,540 square feet of non-residential development and 2,500
residential dwelling units (collectively “the Excess Capacity”) apportioned between the
three districts in the Specific Plan Area. The pool can be used by developers that (a)
propose to develop projects that exceed the Base FAR up to a defined “Maximum FAR”
and (b) propose to develop residential dwelling units. Developers utilizing Excess
Capacity must participate in the Community Development Program and enter into a
Community Benefit Program Agreement with the City.
D. Developer proposes to develop certain property consisting of
approximately 8.53 acres of land and buildings located in the City of Dublin, County of
Alameda, State of California, which is more particularly described in Exhibit A attached
hereto and incorporated herein by this reference, and which real property is hereafter
called the “Property.”
E. In conjunction with development of the Property, Developer proposes to
convey 1.33 acres of land and buildings adjacent to the Property (“the Adjacent
Property”), which property is referred to variously as 6541 and 6543 Regional Street
and Alameda County Assessor’s Parcel No. 941-1500-25.
F. Developer seeks units from the Development Pool in order to construct a
residential project on the Property (“the “Project”).
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I Developer has applied for a Site Development Review for the Property,
which approval, if granted, together with any approvals or permits now or hereafter
issued with respect to the Project are referred to as the “Project Approvals.”
J The City and Developer have reached agreement with respect to the
Community Benefit and desire to express herein a Community Benefit Program
Agreement clearly setting forth the Community Benefit to be provided by the Developer,
and the scope and nature of excess development capacity to be granted to Developer in
exchange for said Community Benefit.
K. The Project is subject to and in compliance with the Specific Plan, for
which a Specific Plan a Program EIR was certified by CITY in Resolution No. 08-11,
and updated with the Addendum to Specific Plan EIR as adopted by CITY in Resolution
No. 50-14 (“Specific Plan EIR”) pursuant to the California Environmental Quality Act,
and the CEQA Guidelines promulgated thereunder (collectively, “CEQA”). Pursuant to
CEQA Guidelines section 15168, this Agreement is within the scope of the project
analyzed in the Specific Plan EIR and no further CEQA review or document is required.
This Agreement does not impede, impair or otherwise seek to truncate or limit the City
discretion in considering any future Project Approvals or conducting any future CEQA
review as required by applicable law.
NOW, THEREFORE, with reference to the foregoing recitals and in consideration
of the mutual promises, obligations and covenants herein contained, City and Developer
agree as follows:
AGREEMENT
1. Relationship of City and Developer.
It is understood that this Agreement is a contract that has been negotiated and
voluntarily entered into by the City and Developer and that the Developer is not an
agent of the City. The City and Developer hereby renounce the existence of any form of
joint venture or partnership between them, and agree that nothing contained herein or in
any document executed in connection herewith shall be construed as making the City
and Developer joint venturers or partners.
2. Effective Date and Term.
2.1 Effective Date.
The effective date of this Agreement (“the Effective Date”) shall be the date upon
which the City Council approves this Agreement.
2.2 Term.
The term of this Agreement shall commence on the Effective Date and shall
extend until the earlier of the following: 1) the Developer has provided the Community
Benefit to the City as provided in Section 3 of this Agreement, 2) any of the Project
3–
Approvals expires, or 3) 2 years after the Effective Date plus any extensions granted
pursuant Section 4.2 of this Agreement.
3. Community Benefit to Be Provided By Developer.
3.1 Transfer of the Adjacent Property
Developer shall provide the following Community Benefit to the City: the
Developer will, for no more than a “Nominal Price,” transfer ownership of the Adjacent
Property to the City (the “Community Benefit”). The Developer shall provide the
Community Benefit no later than the time of issuance of the first building permit for the
Project. In no event shall the City be required to issue a building permit unless the
Community Benefit has been provided to the City. For the purposes of this Agreement,
a “Nominal Price” shall be any sales price that is one-thousand dollars ($1000) or less
not including, and not limiting, the purchaser’s share of escrow fees, title insurance
costs, transfer taxes, prorated taxes and assessments and other customary closing
costs).
3.2 Community Benefit For Off-Site Dedication and Improvement and
Streetscape Enhancements for St. Patrick Way.
In addition to the Developer dedication of 1.52 acres of land from the Property for
the construction and improvement of St. Patrick Way, Developer shall dedicate 0.28
acres of off-site land for St. Patrick Way. In addition to construction of public
improvements consistent with City standards, Developer shall fund up to $200,000 of
additional streetscape enhancements, including but not limited to, additional street
furniture, street monumentation, decorative street lighting and other improvements as
more fully set forth in Exhibit B. Pursuant to Ordinance No. __________, adopted
concurrently with this Agreement, City has modified the right of way for St. Patrick Way,
as depicted in Exhibit C. City recognizes that Developer’s dedication of 0.28 acres of
land and construction of public improvements and streetscape enhancements qualify as
a “Community Benefit” under the Specific Plan, as it will assist the City in fulfilling its
General Plan, Specific Plan and Bicycle and Pedestrian Master Plan.
3.3 Community Benefit for Co-Work/Economic Development Space
within Project (“Co-Work Space”).
Upon occupancy of the Project, Developer shall reserve, construct tenant
improvements for and operate 1,500 square feet of Co -Work Space in the Project. City
recognizes that Developer’s reservation of, tenant improvements to, and operation of
1,500 square feet of Co-Work Space in the Project is a qualifying “Community Benefit”
under the Specific Plan, as it will assist the City in fulfilling its General Plan, Specific
Plan and Economic Development objectives. Developer will provide the Co-Work Space
available to Dublin residents during hours when the leasing office is open for business
for an initial five (5) year period after the certificate of occupancy for the Co -Work
Space, which may be extended for an additional five (5) years upon mutual agreement
between the City and Developer.
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3.4 Contribution of $50,000 for the Improvement of Pedestrian Access to
BART.
Developer shall contribute Fifty Thousand Dollars $50,000 to the City for future
improvement projects, determined at City’s discretion, to improve pedestrian access to
BART. City recognizes that Developer’s contribution of up to $50,000 to improve
pedestrian access to BART is a qualifying “Community Benefit” under the Specific Plan,
as it will assist the City in fulfilling its General Plan, Specific Plan and Bicycle and
Pedestrian Master Plan.
4. Excess Capacity, Residential Allocations.
4.1 Grant
As of the Effective Date, as defined in Section 2.1, and for the term specified in
Section 2.2, City shall grant 499 Residential Allocations out of the Residential Allocation
Pool established by the Specific Plan for the proposed development on the Property.
City may make the right to construct residential units under the Project Approvals
conditional upon the transfer of the Adjacent Property in accordance with Section 3.1.
The term “Residential Allocation” as used in the Agreement means an allocation of the
right to construct residential units from the Residential Allocation Pool established by
the Specific Plan.
4.2 Term of Residential Allocations.
Once granted, the “Residential Allocations” provided by the Community Benefit
provisions of this Agreement shall extend until two (2) years from the Effective Date
the Residential Allocation Term”). The City Manager may, for good cause, extend the
Residential Allocation Term twice for periods of six (6) months each, provided the
Developer has at the time of such extension applied for a building permit. It is
acknowledged that Developer shall not have a right to the Residential Allocations until
such time as it has transferred the Adjacent Property in accordance with Section 3.1.
Notwithstanding the foregoing, if a building permit for any structure has been issued by
City, and if the construction of any structure related to residential uses has been
commenced on the Property within said Residential Allocation Term or any extension
period or periods, then the Residential Allocations for the development on the particular
parcel for which the permit was issued shall be extend for the life of the building permit
and any extensions thereto. This Section 4.2 shall survive termination of the
Agreement.
4.3 Reservation.
During the Residential Allocation Term, and only so long as each of the Project
Approvals remain in effect, City shall reserve 499 units for Developer’s use. If Developer
fails to provide the Community Benefit during the term of this Agreement, or if
Developer provides the Community Benefit but fails to obtain building permits for all or a
portion of the units within the Residential Allocation Term, the Excess Capacity reserved
5–
for Developer shall revert to the pool maintained by the City and will be available to
other developers on a “first come, first served” basis.
4.4 Limitation on City’s Obligation.
This Agreement shall not be construed to require the City to issue any Project
Approval to the Developer. City is solely required to reserve the Excess Capacity
identified in Section 4 of this Agreement. Other than this obligation, nothing in this
Agreement shall prevent the City from denying or conditionally approving any
subsequent land use permit or authorization for the Project. All of City’s applicable
ordinances, resolutions, rules, regulations and official policies shall apply to the Project
including, but not limited to, those governing the permitted uses of the Property, design
and construction of the Project, density and intensity of use of the Project, and the
maximum height, bulk and size of proposed buildings within the Project.
4.5 Limitation on Developer Obligations.
This Agreement shall not be construed to require the Developer to provide any
Community Benefits described herein, if City does not grant Project Approvals in
accordance with the Project or Developer does not develop the Project.
5. Amendment or Cancellation.
This Agreement may be amended in writing from time to time by mutual consent
of the parties.
6. Severability.
The unenforceability, invalidity or illegality of any provisions, covenant, condition
or term of this Agreement shall not render the other provisions unenforceable, invalid or
illegal, unless a Party’s consideration materially fails as a result.
7. Attorneys’ Fees and Costs.
If the City or Developer initiates any action at law or in equity to enforce or
interpret the terms and conditions of this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys’ fees and costs in addition to any other relief to
which it may otherwise be entitled. If any person or entity not a party to this Agreement
initiates an action at law or in equity to challenge the validity of any provision of this
Agreement, the parties shall cooperate in defending such action. Developer shall bear
its own costs of defense as a real party in interest in any such action, and shall
reimburse the City for all reasonable court costs and attorneys’ fees expended by the
City in defense of any such action or other proceeding.
8. Assignment.
Developer may wish to sell, transfer or assign all or portions of the Property to
other developers (each such other developer is referred to as a “Transferee”). In
6–
connection with any such sale, transfer or assignment to a Transferee, Developer may
sell, transfer or assign to such Transferee some or all of the Excess Capacity reserved
under this Agreement, so long as said transfer would not result in development of the
Property in excess of the Maximum FAR. No such transfer, sale or assignment of
Developer’s rights, interests and obligations hereunder shall occur without prior written
approval by the City. The City Manager shall consider and decide on any transfer, sale
or assignment within ten (10) days after Developer’s notice, provided all necessary
documents, certifications and other information are provided to the City Manager to
enable the City Manager to determine whether the obligations incurred by Developer
pursuant to this Agreement will be fully satisfied.
9. Notices.
All notices required to be given to City under this Agreement shall be in writing
and shall be addressed as follows:
City Manager
City of Dublin
100 Civic Plaza
Dublin, CA 94568
FAX No. (925) 833-6651
All notices required to be given to Developer under this Agreement shall be in
writing and shall be addressed as follows:
Bayview Development Group, Inc.
60 South Market Street, Suite 450
San Jose, CA 95113
With copies to: Morrison & Foerster, LLP
425 Market Street
San Francisco, CA 94125
Attention: Miles Imwalle
Telephone: 415-268-6523
Email: mimwalle@mofo.com
10. Agreement is Entire Understanding.
This Agreement constitutes the entire understanding and agreement of the
parties.
11. Legal Authority.
Each individual executing this Agreement on behalf of Developer hereby
represents and warrants that he or she has full power and authority under the entity’s
governing documents to execute and deliver this Agreement in the name of and on
behalf of the company and to cause the entity to perform its obligations under this
Agreement.
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12. Exhibits.
The following documents are referred to in this Agreement and are attached
hereto and incorporated herein as though set forth in full:
Exhibit A Legal Description and Plat of the Property
Exhibit B Streetscape Improvements Enhancements
Exhibit C Revised St. Patrick Way Right of Way Alignment
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date and year first above written.
CITY OF DUBLIN
By: __________________________
Christopher L. Foss, City Manager
Attest:
Caroline Soto , City Clerk
Approved as to form
John D. Bakker, City Attorney
DEVELOPER
Bayview Development Group, Inc.
By:
Its:
2928458.6
Exhibit B
Streetscape Improvement Enhancements ($200,000 Value)
1. Entry monuments
2. Seat Wall
3. Stamped/Decorative Asphalt Paving and Crosswalks
4. Decorative String Street Poles and String Lights and Bulbs
5. Electrical infrastructure for electrical outlets on street light poles and string light poles and
electrical connection at each street tree for lighting.
6. Drop down, manual bollard sleeves and bollards for street closures
Note: Does not include value of dedication of 0.28 acres of offsite property. See conceptual plan
attached.
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CBCPUBLIC CBCPUBLIC
SECTION C: EXISTINGSECTIONB - 58' ST. PATRICK RIGHT OF WAYWITHPARKINGSECTIONA - 71' ST. PATRICK RIGHT OF WAY WITH PARKING
DATE: MARCH 16, 2018
0'120'40'160'
1" = 40'SCALE:
ST. PATRICK WAY
HOLD NORTH ST. PATRICK FACE OF CURB LINE
PLAN LINE STUDY
CITY OF DUBLIN ALAMEDA COUNTY CALIFORNIA
F:\2763-000\ACAD\EXHIBITS\XB-028_PLAN LINE STUDY.DWG
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SACRAMENTO, CALIFORNIA
SAN RAMON, CALIFORNIA
CIVIL ENGINEERS SURVEYORS PLANNERS
925) 866 - 0322
www.cbandg.com
916) 375 - 1877
Carlson, Barbee & Gibson, Inc.
LEGEND ABBREVIATIONS
ST. PATRICK & WEST STREET INTERSECTION DETIAL
RESOLUTION NO. XX- 20
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
*********
APPROVING A FIRST AMENDMENT TO THE CITY OF DUBLIN COMMUNITY BENEFIT
PROGRAM AGREEMENT BETWEEN THE CITY OF DUBLIN AND CRYSTAL BAY
DEVELOPMENT LLC
WHEREAS, on May 1, 2018, the City Council adopted Resolution No. 41-18 approving a
Community Benefit Agreement between the City of Dublin and Bayview Development Group
and an Alternate Method of Compliance with the Inclusionary Zoning Regulations for the St.
Patrick Way Residential Project; and
WHEREAS, Bayview Development Group has proposed the construction of a market rate
apartment project in Downtown Dublin at 6700 Golden Gate Drive; and
WHEREAS, the project consists of 499 apartments as well as 1,500 square feet of
commercial space; and
WHEREAS, in exchange of pulling 499 units from the residential development pool and
1,500 square feet from the commercial development pool, Bayview w ill contribute community
benefits in the form of off-site dedications, funding and improvements; and
WHEREAS, Bayview has acquired and shall dedicate to the City a 1.3-acre site at 6541
Regional Street as a community benefit; and
WHEREAS, Bayview will provide street improvements and enhancements (estimated at
$200,000) along the new segmen t of St. Patrick Way so that the street can function as a usable
event and festival space for Downtown activation; and
WHEREAS, Bayview will dedicate approximately .28 acres of a parcel north of the
property to complete the right of way improvements for t he extension of St. Patrick Way; and
WHEREAS, Bayview will include 1,500 square feet of commercial space within the
building for use as co-work space to assist small businesses, telecommuters and entrepreneurs
for a period of at least five years; and
WHEREAS, since the improvement and dedication of St. Patrick Way must be completed
as a condition of the residential project, the developer has requested an extension to the term of
the agreement for an additional year to June 13, 2021; and
WHEREAS, in addition to the one-year extension, clean up language has also been
added as it relates to the transfer of the adjacent property located at 6541 Regional Street; and
WHEREAS, Bayview Development Group desires to assign the Community Benefit
Program Agreement to Crystal Bay Development LLC, a subsidiary to Bayview Development
Group.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the First Amendment to City of Dublin Community Benefit Program Agreement
between Crystal Bay Development LLC and the City of Dublin as attached as Exhibit A to this
Resolution.
BE IT FURTHER RESOLVED that the City Council authorizes the City Manager to
execute the Agreement and gives the City Manager authority to execute any minor amendm ents
to the Agreement, as needed, to carry out the intent of this Resol ution.
PASSED, APPROVED AND ADOPTED this 21st day of April, 2020 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
___________________________________
Mayor
ATTEST:
_______________________________________
City Clerk
–1–
FIRST AMENDMENT TO
CITY OF DUBLIN COMMUNITY BENEFIT PROGRAM AGREEMENT
Crystal Bay Development, LLC, 6700 Golden Gate Drive Project
This First Amendment to the Community Benefit Program Agreement
(“Amendment”) is entered into on this day 21st of April, 2020, by and between the City
of Dublin, a municipal corporation (“City”) and Crystal Bay Development LLC, a
California limited liability company (“Developer”). City and Developer are, from time-to-
time, individually referred to in this Agreement as a “Party,” and are collectively referred
to as “Parties.”
RECITALS
A. Developer is pursuing a mixed-use project that includes 499 residential
units (the “Project”) on an 8.53-acre property referred to as 6700 Golden Gate Drive
(the “Property”).
B. Developer and City are parties to that certain Community Benefit Program
Agreement, dated June 13, 2018 (“the Agreement”), in which the City, pursuant to its
Downtown Dublin Specific Plan (“the Specific Plan”), granted Developer (as assignee of
Bayview Development LLC) the right to develop residential units in exchange for
providing the City certain community benefits.
C. The community benefits of the Project include the improvement and
dedication of St. Patrick Way along the northern boundary of the Property, including on
property owned by the adjacent property owner (“the Off-Site Property”).
D. Developer despite diligent efforts was unable to acquire the Off-Site
Property voluntarily, and the City is in the midst of acquiring it pursuant to its eminent
domain power.
E. Since the improvement and dedication of St. Patrick Way must be
completed as a condition of the Project, the parties agree that the period of time
required to acquire the Off-Site Property necessitates an extension in the term of the
Agreement.
F. In addition, the Parties desire to make certain other changes to conform
the Agreement to changes in law.
NOW, THEREFORE, with reference to the foregoing recitals and in consideration
of the mutual promises, obligations and covenants herein contained, City and Developer
agree as follows:
AGREEMENT
Section 1. Amendment to Subsection 2.2, Term. Subsection 2.2 of the
Agreement is hereby amended to read as follows:
–2–
“Term.
The term of this Agreement shall commence on the Effective Date and
shall extend until the earlier of the following: 1) the Developer satisfied all of the
obligations set forth in Section 3 of this Agreement, 2) any of the Project
Approvals expires, or 3) 3 years after the Effective Date plus any extensions
granted pursuant Section 4.2 of this Agreement.”
Section 2. Amendment to Subsection 3.1, Transfer of Adjacent Property.
Subsection 3.1 of the Agreement is hereby amended to read as follows:
“Transfer of the Adjacent Property
Developer shall provide the following Community Benefit to the City: the
Developer will, for no more than a “Nominal Price,” transfer ownership of the
Adjacent Property to the City or to such third party as the City may direct (the
“Community Benefit”). The Developer shall provide the Community Benefit no
later than the earlier of:
(i) the date of closing (the “Property Transfer Date”) on the transfer
of the Property from Developer to AvalonBay Communities, Inc. or an
entity controlled by it (the “Property Transfer”), in which case, as part of
the same escrow as the Property Transfer on the Property Transfer Date:
(a) Developer shall (1) assign the Agreement to AvalonBay
Communities, Inc. or an entity controlled by it (“Assignee”), which
potential assignment the City hereby prospectively approves
notwithstanding anything to the contrary in Section 8, and (2)
convey the Adjacent Property to the City or to such third party as
the City may direct; and
(b) The City shall deposit $5,000,000 into the escrow (the
“Escrow Deposit”) pursuant to an escrow agreement that is
reasonably satisfactory to Developer, Assignee, and City, which
shall provide that the Escrow Deposit, less the Nominal Price, shall
be released to the City upon issuance of the first building permit for
the Project; provided that, in the event that this Agreement expires
or is terminated prior to issuance of the first building permit for the
Project, then upon such expiration or termination the Escrow
Deposit shall be released to Developer.
or
(ii) the time of issuance of the first building permit for the Project.
–3–
In no event shall Developer be obligated to provide the Community Benefit
to the City or to such third party as the City may direct unless the Property
Transfer has occurred, provided that the City shall not be required to issue a
building permit for the Project unless the Community Benefit has been provided
to the City or to such third party as the City may direct. For the purposes of this
Agreement, a “Nominal Price” shall be any sales price that is $1,000 or less (not
including, and not limiting, the purchaser’s share of escrow fees, title insurance
costs, transfer taxes, prorated taxes and assessments and other customary
closing costs).
Section 3. Amendment to Subsection 4.2, Term of Residential Allocations.
Subsection 4.2 of the Agreement is hereby amended to read as follows:
“Term of Residential Allocations.
Once granted, the “Residential Allocations” provided by the Community
Benefit provisions of this Agreement shall extend until three years from the
Effective Date (“the Residential Allocation Term”). The City Manager may, for
good cause, extend the Residential Allocation Term twice for periods of six
months each, provided the Developer has at the time of such extension applied
for a building permit. It is acknowledged that Developer shall not have a right to
the Residential Allocations until such time as it has transferred the Adjacent
Property in accordance with Section 3.1. Notwithstanding the foregoing, if a
building permit for any structure has been issued by City, and if the construction
of any structure related to residential uses has been commenced on the Property
within said Residential Allocation Term or any extension period or periods, then
the Residential Allocations for the development on the particular parcel for which
the permit was issued shall be extended for the life of the building permit and any
extensions thereto. This Section 4.2 shall survive termination of the Agreement.”
Section 4. Life of Site Development Review Approval. The Project includes site
development review approval, which the City Council approved by Resolution No. 40–
18 on May 1, 2018. Dublin Municipal Code section 8.96.020.D provides that
construction pursuant to a site development review approval must commence within
one year of approval or the approval becomes null and void. The section further defines
commencement to mean either actual construction or “demonstrating substantial
progress toward commencing such construction. . . .” Under the unique circumstances
here involving the acquisition of the Off-Site Property, the City Council hereby finds that
Developer demonstrated “substantial progress toward commencing” construction of the
Project within one year of the site development approval for the Project and thereafter
has and will continue to do so throughout the term of the Agreement.
Section 5. Full Force and Effect. Except as specifically clarified, confirmed or
modified herein, the Agreement shall continue in full force and effect according to its
terms.
–4–
Section 6. Defined Terms. Defined terms have the same meaning in this
Amendment as in the Agreement unless otherwise specified.
Section 7. Memorandum. At the request of either party to the Agreement, the
parties shall execute and record a memorandum of the Agreement in the public records
of the County where the Property is located. Upon the expiration or earlier termination
of this Agreement, the parties shall execute and record a release of such memorandum.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date and year first above written.
CITY OF DUBLIN
By: __________________________
Linda Smith, City Manager
Attest:
________________________
Caroline P. Soto, City Clerk
Approved as to form
________________________
John D. Bakker, City Attorney
DEVELOPER
Crystal Bay Development LLC
__________________________
By:
Its:
3455641.6