HomeMy WebLinkAboutItem 6.2 Koll Dublin Corp Ctr Dev AGMT (2)
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CITY CLERK
File # D~[Q]6J..[f;][Q]
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AGENDA STATEMENT
CITY COUNCIL MEETING DATE: April 6, 1999
SUBJECT:
PUBLIC HEARING P A 98-047 Koll Dublin Corporate Center
Development Agreement (Second Reading)
(Report Prepared by: Eddie Peabody, Jr. Community Development
Director)
ATTACHMENTS:
I. Development Agreement for KoIl Development Center
2. Ordinance adopting Development Agreement for KoIl
Development Center
RECOMMENDATION:
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I. Open Public Hearing.
2. Receive Staff presentation and receive public testimony.
3. Question Staff and the public
4. Close Public Hearing and deliberate.
5. Waive reading and adopt Ordinance _-99 (Attachment 2)
approving the Development Agreement.
. FINANCIAL STATEMENT:
No financial impact anticipated.
DESCRIPTION:
An Ordinance approving a Development Agreement between the
City of Dublin, KoII Development Company, LLC, and Alameda
County Surplus Property Authority. The Development Agreement
is required by the Eastern Dublin Specific Plan. Items included in
the Development Agreement include, but are not limited to, the
financing and timing of infrastructure; payment of traffic, noise and
public facilities impact fees; oversizing of roads and general
provlSlons.
DESCRIPTION:
This project is located at the southwest comer of Tassajara Road and Dublin Boulevard, within the
Eastern Dublin Specific Plan area. The Specific Plan was adopted by the City of Dublin in November
1993, and established land use designations for approximately 3,300 acres ofland east ofthe Camp Parks
military reserve. The project site was given a land use designation of "General Commercial/Campus
Office" in the Specific Plan.
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COPIES TO:
Koll Development Company
Alameda County Surplus Property Authority
In House Distribution ~ "
ITEMNO.~
The project site is part of the 800+ acre property known as the Santa Rita Property, owned by the
Alameda County Surplus Property Authority, formerly used for U. S. Army military activities. All
structures from previous uses have been removed.
BACKGROUND:
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Plamring Commission Action:
On March 23, 1999, the Planning Commission reviewed the Staff Report for the proposed project and
adopted a Resolution recommending that the City Council adopt and Ordinance accepting a Development
Agreement with KoIl Development Company for the KoIl Dublin Center.
City Council Action:
At the public Hearing of April 6, 1999, the City Council heard a presentation from Staff and the applicant,
took public testimony and waived the first reading of the Ordinance adopting a Development Agreement
with KoIl Development Company for the KoIl Dublin Corporate Center.
ANAL YSIS:
As required by the City of Dublin Municipal Code, a second reading of the proposed Ordinance is
necessary prior to final adoption of the Development Agreement.
RECOMMENDATION:
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Staff recommends that the City Council open the Public Hearing, take testimony from staff and the public,
deliberate, waive the second reading and adopt the Ordinance approving the Development Agreement for
KoII Dublin Corporate Center, PA 98-047.
G: ccsr2ndreadDA
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City of Dublin
/ rQ a~
When Recorded Mail To:
City Clerk
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Space above this line for Recorder's Use
DEVELOPMENT AGREEMENT
BETWEEN THE
CITY OF DUBLIN
AND
KOLL DEVELOPMENT COMPANY,. LLC
AND
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THE SURPLUS PROPERTY AUTHORITY
OFTHECOUNTYOF~EDA
FOR THE KOLL DUBLIN CORPORATE CENTER
ATTACH~~ENT
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TABLE OF CONTENTS
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1. Description of Property. ........................................ 3
2. Interest of Developer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. Relationship of-CITY. COUNTY and DEVELOPER. . . . . . . . . . . . . . . . . . . . 3
4. Effective Date and Term. ........................................ 3
4.1 Effective Date. ........................................... 3
4.2 Tenn.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5. Use of the Property. ................... . . . . . . . . . . . . . . . . . . . . . . . . . 3
5.1 Ri~ht to Develop ......................................... 3
5.2 Permitted Uses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.3 Additional Conditions ..................................... 4
6.
AE'plicable Rules. Regulations and Official Policies .................... 5
6.1 Rules re Permitted Uses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6.2 Rules re Design and Construction ............................ 5
6.3 Uniform Codes Applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
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7. Subsequently Enacted Rules and Regulations. . . . . . . . . . . . . . . . . . . . . . . . . 5
7.1 New Rules and Re~lations ................................. 5
7.2 Approval of Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7.3 Moratorium Not Applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8. Subsequently Enacted or Revised Fees. Ac;sessments and Taxes. . . . . . . . . . . 6
8.1 Fees. Exactions. Dedications ................................ 6
8.2 Revised Application Fees ................................... 7
8.3 NewTaxes.............................................. 7
8.4 Assessments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8.5 Vote on Future Assessments and Fees ......................... 7
9. Amendment or Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9.1 Modification Because of Conflict 'With State or Federal Laws ....... 7
9.2 Amendment by Mutual Consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Dublin/Koll Development Company/Alameda
Development Agreement - Ko11 Corporate Center
Table of Contents. Page i of iii
March 17, 1999
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9.3 Insubstantial Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9.4 Amendment of Project Approvals . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 8
9.5 Cancellation by Mutual Consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . S
10. Term of Project Approvals ........................................ 8
r I. Annual Revievv .' . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .. . . . . . . 9
11.1 Review Date . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 9
11.2 Initiation of Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . : 9
11.3 Staff Reports ............................................ 9
11.4 Costs .................................................. 9
12. Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
12.1 Other Remedies Available ................................... 9
12.2 Notice and Cure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
12.3 No Damag-es A~ainst crn' ................................ 10
13. Estoppel Certificate ........................................... 10
loot Mortg-a~ee Protection: Certain Ri~hts of Cure ....................... 10
14.1 Mortga~ee Protection. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 10
14.2 ]vlort~ag-ee Not Obli~ated . . . . . . . .. . . . . . . . . . . . . . . . . . . . .. . . . . . . 10
14.3 Notice of Default to Mort~aEee and E)..'tension of Rig-ht to Cure .... II
15. Severability. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .. . . . . . . . . . . . . . . . . . 11
16. Atton1e:'s' Fees and Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I I
17. Transfers and Assi~ments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
17.1 DEVELOPER's Right to A<;si~ ..... . . . . . . . . . . . . . . . . . . . . . . . . 12
17.2 Release Upon Transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. .. 12
17.3 Developer's Right to Retain Specified Ri~hts or Obli~ations ....... 12
17.4 Permitted Transfer. Purchase or A<;si~ment ." _. . . . .. . . . . . . . . . . 13
18. A~eement Runs with the Land .................................. 13
19. Bankruptcy.................................................. 13
20. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Dublin/Koll Development Company/Alameda
Development Agreement - Koll Corporate Center
Table of Contents. Page ii of Hi
March 17, 1999
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Sev,'er and \Vater
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2 I. Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.1 Public Liabilir:v and Properry Dama~e Insurance . . . . . . . . . . . . . . . .
21.2 \Vorkers Compensation Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.3 Evidence of Insurance ....................................
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Notices . . . . . . . . . . . . . . . . . . . . : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25. APTeement is Entire Understandina ............................... 16
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26. Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
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Counte111arts ................................................ ] J
28. Recordation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
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Dublin/Koll Development Company/.Alameda
Development Agreement - Ko11 Corporate Center
Table of Contents - Page iii of iii
March 17, 1999
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THIS DEVELOPMENT AGREEMENT is made and entered in the City of
Dublin on this 20th day of April, 1999, by and bet\\'een the CITY OF DUBLIN, a
:Municipal Corporation (hereafter "CITY'), Koll Development Company, LLC, a
limited liability company (hereafter "DEVELOPER") and the Surplus Property
Authority of .Alameda County, a public corporation (hereafter "COUNIT') pursuant
to the authority of ss 65864 et seq. of the California Government Code and Dublin
:Municipal Code, Chapter 8.56.
RECITALS
A. California Government Code ss 65864 et seq. and Chapter 8.56 of
the Dublin l\1unicipal Code (hereafter "Chapter 8.56") authorize the CITY to enter
into an Agreement for the development of real property with any person having a
legal or equitable interest in such property in order to establish certain development
rights in such property; and
B. The City Council adopted the Eastern Dublin Specific Plan by
Resolution No. 53-93 \vhich Plan is applicable to the Property; and
C. The Eastern Dublin Specific Plan requires DEVELOPER to enter
into a development agreement; and
D. DEVELOPER desires to develop and holds legal interest in certain
real property consisting of approximately 35 acres of land, 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 ca).led the "Property"; and
E. DEVELOPER acquired its interest in the Property from COUNIT
pursuant to a purchase and sale agreement which allocates rights and obligations as
between COUNTY and DEVELOPER. COUNTY is a parry to this Agreement
because COUNTY will dedicate certain land and receive certain credits;
F. DEVELOPER proposes the development of the Property for
corporate center, including four office buildings, a hotel and retail buildings (the
"Project"); and
G. DEVELOPER has applied for, and CITY has approved or is
processing, various land use approvals in connection with the development of the
Dublin/Kell Development Company/Alameda
Development Agreement - Koll Corporate Center
Page I of 18
March 17, 1999
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5.2 Permitted Uses. The permitted uses of the Property, the
density and intensity of use, the maximum height, bulk and s~ze of proposed .
buildings, provisions for reservation or dedication of land for public purposes and
location and maintenance of on-site and off-site improvements, location of public
utilities (operated by CITY) and other terms and conditions of development
applicable to the Property, shall be those set forth in this Agreement, the Project
Approvals and any amenc :nents to this Agreement or the Project Approvals.
5.3
("Additional Conditions"
herein by reference.
.:,dditionaJ Conditions. Provisions for the folIoViring
-e set fort: :n Exhibit B attached hereto and incorporated
3.1 ~sequent Discretionary Approvals.
Conditi, terms, r :ictions, and requirements for subsequent
discretic .~r action~ These conditions do not affect
DEVEV It's resp< bility to obtain all other land use approvals
required 'he ordi: :es of the City of Dublin.)
Nc ?plicable
2 L ~ation Cor, iitions. Additional or modified
conditio Teed up lY the pan: es in order to eliminate or .
mitigate -~e envi "'1ental impacts of the Project or othernrise
relating: ,opme : the Project.
Se :bit B
F '. Timing. PrO\risions that the Project be
construa :Jecin :3..ses, that construction shall commence
within a , d tin i that the Project or any phase thereof be
complete :1as j time.
Se .bitB
E ,.,~ Plan. Financial plans which identify
necessar, ~ imp: _'nts such as streets and utilities and
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sources ( 19.
See' "'lit B
Fe -licatior Terms relating to payment of
fees or d. ::1 of P . .
See lit B
Dublirv'Koll Development Corr ,:neda Page 4 of 18 .
Development Agreement ~ Koll _e Cent! March 17. 1999
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5.3.6 Reimbursement. Terms relating to subsequent
reimbursement over time for financing of necessary public facilities.
See Exhibit B
5.3.7 Miscellaneous. Miscellaneous terms.
See Exhibit B
6. Applicable Rules. ReVllations and Official Policies.
6.1 Rules Ie Permitted Uses. For the term of this Agreement,
the City's ordinances, resolutions, rules, regulations and official policies governing the
pennitted uses of the Propeny, governing density and intensity of use of the Property
and the maximum height, bulk and size of proposed buildings shall be those in force
and effect on the effective date of this Agreement.
6.2 Rules Ie Design and Construction. Unless otherwise
eA'Pressly provided in Paragraph 5 of this Agreement, the ordinances, resolutions,
rules, regulations and official policies governing design, improvement and
construction standards and specifications applicable to the Project shall be those in
force and effect at the time of the applicable discretionary Project ApprO\'al. In the
event of a conflict between such ordinances, resolutions, rules, regulations and official
policies and the Project Approvals, the Project Approvals shall prevail.
Ordinances, resolutions, rules, regulations and official policies
governing design, improvement and construction standards and specifications
applicable to public improvements to be constructed by Developer shall be those in
force and effect at the time. of the applicable permit approval for the public
improvement.
6.3 Uniform Codes Applicable. Unless e>.."pressly prQvided in
Paragraph 5 of this Agreement, the Project shall be constructed in accordance with
the provisions of the Uniform Building, Mechanical, Plumbing, Electrical and Fire
Codes and Title 24 of the California Code of Regulations, relating to Building
Standards, in effect at the time of approval of the appropriate building, grading, or
other construction permits for the Project.
7. Subsequently Enacted Rules and ReVllations.
7.1 New Rules and Regulations. During the term of this
Dublin/Kell Development Company/Alameda
Development Agreement - Koll Corporate Center
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March 17, 1999
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Agreement, the CITY may apply new or modified ordinances, resolutions, rules,
regulations and official policies of the CITY to the Property which were not in force .
and effect on the effective date of this Agreement and which are not in conflict "ith
those applicable to the Property as set forth in this Agreement and the Project
Approvals if: (a) the application of such new or modified ordinances, resolutions,
rules, regulations or official polities would not prevent, impose a substantial financial
burden on, or materially delay development of the Property as contemplated by this
Agreement and the Project Approvals and (b) if such ordinances, resolutions, rules,
regulations or official policies have general applicability.
7.2 Approval of Application. Nothing in this Agreement shall
prevent the CITY from denying or conditionally approving any subsequent land use
permit or authorization for the Project on the basis of such new or modified
ordinances, resolutions, rules, regulations and policies except that such subsequent
actions shall be subject to any conditions, terms, restrictions, and requirements
e)..-pressly set fonh herein.
7.3 1\10ratorium Not Applicable. Notwithstanding anything to
the contrary contained herein, in the event an ordinance, resolution or other measure
is enacted, 'whether by action of CITY, by initiative, referendum, or othervvise, that
imposes a building moratorium which affects the Project on all or any part of the .
Property, CITY agrees that such ordinance, resolution or other measure shall not
apply to the Project, the Property, this Agreement or the Project Approvals unless the
building moratorium is imposed as part of a declaration of a local emergency or state
of emergency as defined in Government Code S 8558.
8. Subsequerytly Enacted or Revised Fees. A,sessments and Taxes.
8.1 Fees. Exactions. Dedications. CITY and DEVELOPER
agree that the fees payable and exactions required in connection with the
development of the Project Approvals for purposes of mitigating environmental and
other impacts of the Project, providing infrastructure for the Project and complying
'\vith the Specific Plan shall be those set forth in the Project Approvals and in this
Agreement (including Exhibit B). The CITY shall not impose or require payment of
any other fees, dedications of land, or construction of any public improvement or
facilities, shall not increase or accelerate e>dsting fees, dedications of land or /.
construction of public improvements, in connection with any subsequent
discretionary approval for the Property, except as set forth in the Project Approvals
and this Agreement (including Exhibit B, subparagraph 5.3.5).
Dublin/Koll Development Company/Alameda
Development Agreement. Ko11 Corporate Center
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March 17, 1999
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8.2 Revised Application Fees. Any existing application,
processing and inspection fees that are revised during the term of this Agreement
shall apply to the Project provided that (1) such fees have general applicability; (2)
the application of such f@es to the Property is prospective; and (3) the application of
such fees ,'vould not prevent development in accordance with this Agreement. By so
agreeing, DEVELOPER does not v~raive its rights to challenge the legality of any such
application, processing and/or inspection fees. "
. 8.3 New Taxes. Any subsequently enacted city-wide taxes shall
apply te/the Project provided that: (1) the application of such taxes to the Property
is prospective; and (2) the application of such taxes ",rould not prevent development
in accordance ,,,rith this Agreement. By so agreeing. DEVELOPER does not waive its
rights to challenge the legality of any such taxes. .
8.4 A"sessments. Nothing h'erein shall be construed to relieve
the Property from assessments levied against it by ern pursuant to any statutory
procedure for the assessment of property to pay for infrastructure and/or senrices
which benefit the Property.
8.5 Vote on Future A"sessments and Fees. In the event that
any assessment, fee or charge which is applicable to the Property is subject to Article
XIIID of the Constitution and DEVELOPER does not return its ballot, DEVELOPER
agrees, on behalf of itself and its successors, that CIn may count DEVELOPER's
ballot as affirmatively voting in favor of such assessment, fee or charge.
9. Amendment or Cancellation.
9.1 Modification Because of Conflict with State or Federal
Laws. In the event that state or federal laws or regulations enacted after the effective
date of this Agreement prevent or preclude compliance. with one or more provisions of
this Agreement or require changes in plans, maps or permits approved by the CrTI,
the parties shall meet and confer in good faith in a reasonable attempt to modify this
Agreement to comply v,rith such federal or state law or regulation. Any such
amendment or suspension of the Agreement shall be approved by the City Council in
accordance ",rith Chapter 8.56.
9.2 Amendment bv Mutual Consent. This Agreement may be
amended in "TIting from time to time by mutual consent of the parries hereto and in
accordance ,,,rith the procedures of State law and Chapter 8.56.
Dublin/Koll Development Company/Alameda
Development Agreement - Ko11 Corporate Center
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9.3 Insubstantial Amendments. Notwithstanding the
provisions of the preceding section 9.2, any amendments to this Agreement which do .
not relate to (a) the term of the Agreement as provided in section 4.2; (b) the
permitted uses of the Property as provided in section 5.2; (c) provisions for
"significant" reservation or dedication of land as provided in Exhibit B; (d) conditions,
terms, restrictions or requirements for subsequent discretionary actions; (e) the
density or intensity of use of the Project; (f) the maximum height or size of proposed
buildings; or (g) monetary contributions by DEVELOPER 2S provided in this
Agreement, shall not, except to the tALent othervvise required by law, require notice or
public hearing before either the Planning Commission or the City Council before the
parries may execute an amendment hereto. CITY's Public 'VorIes Director shall
determine v\'hether a reservation or dedication is "significant".
9.4 lunendment of Project Ap!lTOVak }U1y amendment of
Project Approvals relating fo: (a) the pemlitted use of the Property; (b) provision for
reservation or dedication of land; (c) conditions, terms, restrictions or requirements
for subsequent discretionary actions; (d) the density or intensity of use of the Project:
(e) the maximum height or size of pDposed buildings; (f) monetary contributions by
the DEVELOPER; or (g) public impnvements to be constructed by DEVELOPER
shall require an amendment of this P.gTeement. Such amendment shall be limited to
those provisions of this Agreement w:lich are implicated by the amendment of the .
Project Approval. Any other amendment of the Project Approvals, or any of them,
shall not require amendment of this Agreement unless the amendment of the Project
Approval(s) relates specifically to some provision of this Agreement.
9.5 Cancellation by Mutua) Consent. Except as otherwise
permitted herein, this Agre~ment may be canceled in 'lI,'hole or in part only by the
mutual consent of the parries or their successors in interest, in accordance 'with the
provisions of Chapter 8.56. Any fees paid pursuant to Paragraph 5.3 and Exhibit B
of this Agreement prior to the .date of cancellation shall be retained by CITY.
10. Term of Project Approvals.
Pursuant to Califomi2 '=';ovemment Code Section 66452.6(a), the
term of the tentative map described in ~cital G above shall automatically be
eALended for the teml of -_:-tis Agreeme' The term of any other Project Approval
shall be eALended orily if ) provided i: ',J1ibit B.
DubIin/Koll Development (
Development Agreement - J
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II. Annual Review.
11.1 Review Date. The annual revie\v date for this Agreement
shall be August 15,2001 and each August 15 thereafter.
11.2 Initiation of Review. The CITY's Community
Development Director shall initiate the annual review, as required 'under Section
8.56.140 of Chapter 8.56, by gh'ing to DEVELOPER thirty (30) days' written notice
that the CITY intends to undertake such review. DEVELOPER shall pro\'ide
evidence to the Community Development Director prior to the hearing on the annual
review, as and when reasonably detemlined necessary by the Community
Development Director, to demonstrate good faith compliance with the provisions of
the Development Agreement. The burden of proof by substantial evidence of
compliance is upon the DEVELOPER.
11.3 Staff Reports. To the e:\.lent practical, CITY shall deposit
in the mail and fax to DEVELOPER a copy of all staff reports, and related exhibits
concerning contract performance at least five (5) days prior to any annual re\iew.
11.4 Costs. Costs reasonably incurred by CITY in connection
vdth the annual review shall be paid by DEVELOPER in accordance with the City's
schedule of fees in effect at the time of revie\'\'.
12. Default.
12.1 Other Remedies Available. Upon the occurrence of an
event of default, the parrie~ may pursue all other remedies at law or in equity \vhich
are not othenvise provided for in this Agreement or in City's regulations governing
development agreements, o..-pressly including the remedy of specific performance of
this Agreement.
12.2 Notice and Cure. Upon the occurrence of an event of
default by any parry, the nondefaulting party shall serve written notice of such
default upon the defaulting party. If the default is not cured by the defaulting party
\\lithin thirty (30) days after service of such notice of default, the nondefaulting party
may then commence any legal or equitable action to enforce its rights under this
Agreement; provided, however, that if the default cannot be cured \\rithin such thirty
(30) day period, the nondefaulting party shall refrain from any such legal or equitable
action so long as the defaulting party begins to cure such default within such thirty
Dublin/Ko11 Development Company/Alameda
Development Agreement. Ko11 Corporate Center
Page 9 of 18
March 17, 1999
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(30) day period and diligently pursues such cure to completion. Failure to give notice
shall not constitute a waiver of any default. .
12.3 No Damages A~ainst ern. In no event shall damages be
awarded against CInr upon an event of default or upon tennination of this
Agreement.
13. Estoppel Certificate.
.Any party may, at any time, and from time to time, request iNritten
notice from the other party requesting such pany to cenify in vvriting that, (a) this
Agreement is in full force and effect and a binding obligation of the parties, (b) this
Agreement has not been amended or modified either orally or in v\rriting, or if so
amended, identifying the amendments, and (c) to the knowledge of the certifying
pany the requesting party is not in default in the performance of its obligations under
this Agreement, or if in default, to describe therein the nature and amount of any
such defaults. A pany receiving a request hereunder shall execute and return such
certificate ,\ithin thirty (30) days following the receipt thereof, or such longer period
as may reasonably be agreed to by the parties. City Iv1anager of City shall be
authorized to execute any certificate requested by DEVELOPER or eOUNTI.
Should the party recehing the request not execute and retun1 such certificate Vlithin .
the applicable period, this shall not be deemed to be a default, prmided that such
pany shall be deemed to have certified that the statements in clauses (a) through (c)
of this section are true, and any pany may rely on such deemed certification.
14. Mort~azee Protection: Certain Ri~:~hts of Cure.
14.1 1\1ort~a~ee Protection. This Agreement shall be superior
and senior to any lien placed upon the Property, or any portion thereof after the date
of recording this Agreement, including the lien for any deed of uust or mortgage
("Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat, render
invalid, diminish or impair the lien of any Mortgage made in good faith and for value,
but all the terms and conditions contained in this Agreement shall be binding upon
and effective against any person or entity, including any deed of trust beneficiary or
mortgagee ("Mortgagee") ,vho acquires title to the Property, or any portion thereof,
by foreclosure, trustee's sale, deed in lieu ofJoreclosure, or otherwise.
14.2 1\10rtgagee Not Obligated. NotVlithstanding the provisions
of Section 14.1 above, no :Mortgagee shall have any obligation or duty under this
Dublin/Ko11 Development Company/Alameda
Development Agreement - Ko11 Corporate Center
Page 10 of 18
March 17. 1999
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Agreement, before or after foreclosure or a deed in lieu of foreclosure, to construct or
complete the construction of improvements, or to guarantee such construction of
improvements, or to guarantee such construction or completion, or to pay, perform or
provide any fee, dedication, improvements or other exaction or imposition; provided.
however, that a Mortgagee shall not be entitled to devote the Property to any uses or
to construct any improvements thereon other than those uses or improvementS
provided for or authorized by the Project Approvals or by this Agreement.
14.3 Notice of Default to ]v1orr~a?ee and EXtension of Ri~ht to
Cure. If CITI' receives notice from a Mortgagee requesting a copy of any notice of
default given DEVELOPER hereunder and specifying the address for serdce thereof.
then CIIT shall deliver to such Iv10rtgagee, concurrently "ith senice thereon to
DEVELOPER, any notice given to DEVELOPER vvith respect to any claim by CITI:'
that DEVELOPER has committed an event of default. Each 1\10ngagee shall have
the right during the same period available to DEVELOPER to cure or remedy, or to
commence to cure or remedy, the event of default claimed set fonh in the Cln"s
notice. CIIT, through h.s City 1\1anager, may e.\.'tend the thirty-day cure period
prmided in section 12.2 for not more than an additional SL\."ty (60) days upon requesl
of DEVELOPER or a Mortgagee.
15. SeverabiIitv.
The unenforceabiIity, invalidity or illegality of any prmisions,
covenant, condition or term of this Agreement shall not render the other provisions
unenforceable, invalid or illegal.
16. Attorneys' Fees and Costs.
If CITY, COUNTY or DEVELOPER initiates any action at la,'\' or in
equity to enforce or interpret the terms and conditions of this Agreement, the
prevailing pany shall be entitled to recover reasonable attorneys' fees and costs in
addition to any other relief to which it may othen'\ise be entitled. If any person or
entity not a pany to this Agreement initiates an action at law or in equity to
challenge the validity qf any provision of this Agreement or the Project Approvals, the
parries shall cooperate in defending such action. DEVELOPER and COUNTY shall
bear their own costs of defense as a real party in interest in any such action, and
DEVELOPER shall reimburse CITY for all reasonable court costs and attorneys' fees
"
eA.-pended by CITY in defense of any such action or other proceeding.
Dublin/Koll Development Company/J\1ameda
Development Agreement. Koll Corporate Center
Page 11 of 18
March 17. 1999
It( ~ :39
17. Transfers and A<\sig:nmems.
17.1 DEVELOPER's Right to A<\sign. All of DEVELOPER'S .
rights, in~erests and obligations hereunder may be transferred, sold or assigned in
conjunction 'with the transfer, sale, or assignment of all of the Property subject hereto
at any time during the ternl of this Agreement, provided that no transfer, sale or
assignment of DEVELOPER's rights, interests and obligations hereunder shall occur
"ithout the prior written notice to CITY and approval .by the City I\1anager, which
approval shall not be unreasonably withheld or delayed. The City I\1anager shall
consider and decide the matter v.ithin 10 working days after DEVELOPER's notice
provided and receipt by City Manager of all necessary documents, cenifications and
other infomlation required by City Manager to decide the matter. The City
Manager's approval shall be for the purposes of: a) providing notice to CITY; b)
assuring that all obligations of DEVELOPER are allocated as between DEVELOPER
and the proposed purchaser, transferee or assignee; and c) assuring CITY that the .
proposed purchaser, transferee or assignee is capable of perfoffiling the
DEVELOPER's obligations hereunder not vvithheld by DEVELOPER pursuant to
section 17.3.
17.2 Release Upon Transfer. Upon the transfer, sale, or
assignment of all of DEVELOPER's rights, interests and obligations hereunder
pursuant to section 17.1 of this Agreement, DEVELOPER shall be released from the .
obligations under this Agreement, ,vith respect to the Property transferred, sold, or
assigned, arising subsequent to the date of City Manager approval of such transfer,
sale, or assignment; provided, however, that if any transferee, purchaser, or assignee
approved by the City Manager e^'pressly assumes all of the rights, interests and
obligations of DEVELOPER under this Agreement, DEVELOPER shall be released
vvith respect to all such rights, interests and assumed obligations. In any event, the
transferee, purchaser, or assignee shall be subject to all the provisions hereof and shall
provide all necessary documents, cenifications and other necessary information prior
to City Manager approval.
17.3 Developer's Right to Retain Specified Rights or
Oblifations. Notwithstanding sections 17.1 and 17.2 and section 18, DEVELOPER
may withhold from a sale, transfer or assignment of this Agreement cenain rights,
interests and/or obligations which DEVELOPER shall retain, provided that
.DEVELOPER specifies such rights, interests and/or obligations in a written document
to be appended to this Agreement and recorded with the Alameda County Recorder
prior to the sale, transfer or assignment of the Propeny. DEVELOPER's purchaser,
Dublin/Koll Development Company/Alameda
Development Agreement - Ko11 Corporate Center
Page 12 of 18
March 17, 1999
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transferee or assignee shall then have no interest or obligations for such rights,
interests and obligations and this Agreement shall remain applicable to DEVELOPER
''lith respect to such retained rights, interests and/or obligations.
17.4 Permitted Transfer. Purchase or Ac;signment. The sale or
other transfer of any interest in the Property to a purchaser ("Purchaser") pursuant to
the exercise of any right or remedy under a deed of trust encumbering
DEVELOPER'S interest in the Property shall not require City Manager approval
pursuant to the provision of paragraph 17.1. .Any subsequent transfer, sale or
assignment by the Purchaser to a subsequent transferee, purchaser, or assignee shall
be subject to the provisions of paragraph 17.1.
18. Agreement Runs with the Land.
All of the provisions, rights, terms, covenants, and obligations
contained in this Agreement shall be binding upon the panies and their respective
heirs, successors and assignees, representatives, lessees, and all other persons acquiring
the Propeny, or any ponion thereof, or any interest t{terein, whether by operation of
law or in any manner v,rhatsoever. All of the provisions of this Agreement shall be
enforceable as equitable servitude and shall constitute covenants running 'with the
land pursuant to applicable laws, including, but not limited to, Section 1468 of the
Ci\il Code of the State of California. ,Each covenant to do, or refrain from doing,
some act on the Property hereunder, or 'with respect to any owned property, (a) is for
the benefit of such properties and is a burden upon such properties, (b) runs 'with
such properties, and (c) is binding upon each party and each successive owner during
its ovvnership of such properties or any ponion thereof, and shall be a benefit to and a
burden upon each party and its property hereunder and each other person succeeding
to an interest in such properties.
19. Bankruptcy.
The obligations of this Agreement shall not be dischargeable in
bankruptcy.
20. Indemnification.
DEVELOPER agrees to indemnify, defend and hold harmless CITY,
and its elected and appointed councils, boards, commissions, officers, agents,
employees, and representatives from any and all claims, costs (including legal fees and
Dublin/Kon Development Company/Alameda
Development Agreement - Kon Corporate Center
Page 13 of 18
March 17. 1999
/6 ~:3;Y
costs) and liability for any personal injury or property damage which may arise
directly or indirectly as a result of any actions or inactions by the DEVELOPER, or
any actions or inactions of DEVELOPER's contractors, subcontractors, agents, or
employees in connection with the construction, improvement, operation, or
maintenance of the Project, provided that DEVELOPER shall have no
indemnification obligation with respect to negligence or wrongful conduct of CITY,
its contractors, subcontractors, agents or employees or with respect to the
maintenance, use or condition of any improvement after the time it has been
dedicated to and accepted by the CITY or another public entity (except as provided
in an improvement agreement or maintenance bond).
COUNTY agrees to indemnify, defend and hold harmless CITY, and its
elected and appointed councils, boards, commissions, officers, agents, employees, and
representatives from any and all claims, costs (including legal fees and costs) and
liability for any personal injury or property damage which may arise directly or
indirectly as a result of any actions or inactions by the COUNTY, or any actions or
inactions of COUNITs contractors, subcontractors, agents, or employees in
connection with the construction, improvement, operation, or maintenance of the
Project, provided that COUNTY shall have no indemnification obligation ,vith
respect to negligence or 'wrongful conduct of CITY, its contractors, subcontractors,
agents or employees or with respect to the maintenance, use or condition of any
improvement after the time it has been dedicated to and accepted by the CITY or
another public entity (except as provided in an improvement agreement or'
maintenance bond).
21. Insurance.
21.1 Public Liability and Property Damage Insurance. At all
times that DEVELOPER is constructing any improvements that will become public
improvements, DEVELOPER shall maintain in effect;1 policy of comprehensive
general liability insurance with a per-occurrence combined single limit of not less than
one million dollars ($1,000,000.00) and a deductible of not more than ten thousand
dollars ($10,000.00) per claim. The policy so maintained by DEVELOPER shall
name the CITY as an additional insured and shall include either a severability of
interest clause or cross-liability endorsement.
21.2 Workers Compensation Insurance. At all times that
DEVELOPER is constructing any improvements that will become public
improvements, DEVELOPER shall maintain Worker's Compensation insurance for all
Dublin/Koll Development Company/Alameda
Development Agreement. Koll Corporate Center
Page 14 of 18
March 17. 1999
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persons employed by DEVELOPER for work at the Project site. DEVELOPER shall
require each contractor and subcontractor similarly to provide Worker's
Compensation insurance for its respective employees. DEVELOPER agrees to
indemnify the City for any damage resulting from DEVELOPER's failure to maintain
any such insurance.
21.3 Evidence of Insurance. Prior to commencement of
construction of any improvements which will become public improvements,
DEVELOPER shall furnish CITY satisfactory evidence of the insurance required in
Sections 21.1 and 21.2 and evidence that the carrier is required to give the CITY at
least fifteen days prior v.'1itten notice of the cancellation or reduction in coverage of a
policy. The insurance shall eA'Lend to the CITY, its elective and appointive boards,
commissions, officers, agents, employees and representatives and to DEVELOPER
performing work on the Project.
22. Se'iver and Water.
DEVELOPER acknowledges that it must obtain water and se'iver
permits from the Dublin San Ramon Services District ("DSRSD") which is another
public agency not within the control of CITY.
23. Notices.
All notices required or provided for under this Agreement shall be in
v.'1iting. Notices required to be given to CITY shall be addressed as follO\vs:
City Man~ger
City of Dublin
P.O. Box 2340
Dublin, CA.. 94568
Notices required to be given to COUNTY shall be addressed as follows:
Patrick Cashman
Projf;ct Director
Surplus Property Authority of Alameda County
225 W. VvintonAvenue, Room 151
Hayward, CA.. 94544
and
Dublin/Koll Development Company/Alameda
Development Agreement. Koll Corporate Center
Page 15 of 18
March 17, 1999
/3 ~ 3?
Adolph Martinelli
Director of Planning
County of Alameda
399 Elmhurst Street
Hayward, CA 94544
Notice required to be given to DEVELOPER shall be addressed as follows:
Jonathan Winslow, Vice President
Koll Development Company, LLC
4125 Blackhawk Plaza Circle, Suite 200
Danville, CA 94506
A party may change address by giving notice in writing to the other party and
thereafter all notices shall be addressed and transmitted to the new address. Notices
shall be deemed given and received upon personal delivery, or if mailed, upon the
e),:piration of 48 hours after being deposited in the United States Mail. Notices may
also be given by overnight courier which shall be deemed given the following day or
by facsimile transmission which shall be deemed given upon verification of receipt.
24. Recitals.
The foregoing Recitals are true and correct and are made a part
hereof.
25. Agreement is Entire Understanding.
This Agreement constitutes the entire understanding and agreement
of the parties.
26. Exhibits.
The following documents are referred to in this Agreement and are
attached hereto and in~orporated herein as though set forth in full: '
Exhibit A Legal Description of Property
Exhibit B Additional Conditions
Dublin/Koll Development Company/Alameda
Development Agreement. Koll Corporate Center
Page 16 of 18
March 17, 1999
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27. Counterparts.
This Agreement is executed in three (3) duplicate originals, each of
which is deemed to be an original.
28. Recordation.
CITY shall record a copy of this Agreement ,,':ithin ten days
following execution by all parties.
IN WITNESS ''\THEREOF, the parties hereto have caused this Agreement
to be executed as of the date and year first above written.
CITY OF DUBLIN:
By:
Mayor
Date:
Attest:
By:
City Clerk
Date:
Approved as to Form:
City Attorney
SURPLUS PROPERTY AUTHORITY
OF AUVvfEDA COUNTY:
Date:
Adolph Martinelli
Its Manager
Dublin/Koll Development Company/Alameda
Development Agreement. Koll Corporate Center
Page 17 of 18
March 17, 1999
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Approved as to Form:
Attorney for Surplus Property
Authority of the County of Alameda
KOLL DEVELOPMENT COMPANY, LLC
Michael G. Parker
Senior Vice President
(NOTARIZATION ATTACHED)
EHS:rja
J :\\^/PD\MNRSW\114\117\AGREE\KOLL_DA317
Dublin/Koll Development Company/Alameda
Development Agreement ~ Ko11 Corporate Center
Page 18 of 18
March 17, 1999
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Approved as to Form:
Attorney for Surplus Property
Authority of the County of Alameda
KOLL DEVELOPMENT COMPANY, LLC
:Michael G. Parker
Senior Vice President
(NOTARIZATION ATTACHED)
EHS:rja
J:\\\'PD\M!\.TRSW\114\117V\GREE\KOLL_DA317
Dublin/Koll Development Company/1\lameda
Development Agreement. Koll Corporate Center
Page 18 of 18
March 17, 1999
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State of California )
) ss.
County of Alameda )
.
On
before me, a Notary Public,
personally appeared
personally knovvn to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the ,'\Tithin instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capadty(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
VvITNESS my hand and official seal.
.
NOTARY PUBLIC
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;Z:5 ~ s:8
Urian Kangas Foulk
Engineers . Surveyors . Planners
February 1 I, 1999
BKF Project No. 940158-14
PROPERTY DESCRlPTION
(KOLL DEVELOPMENT SITE)
f'
j~.LL that certain real property situate in the City of Dublin, County of Alameda, State ofCalifomia.
and described as follows: I
PI";' .
Parcel 4 as shown on that certain map entitled "PARCEL MAP NO, 7150, SANTA RlTA
PROPERTY", filed December 23, 1998 in Book 243 of Parcels Maps at Pages 74 through 8l.
inclusive, in the Office of the Recorder of Alameda County, State of California. .
A plat showing the above described property is attached hereto and made a part hereof as Exhibit
"B-'.
This description \:vas prepared for Brian Kangas Foulk.
By:
fi-t-lJ ~R-;.I~e
Paul Kittredge, P.IdS. No. 5790
License Expires: 06/30100 '
Dated:
'2./11 /1'}
l: \>ur94 1940158 .50ldcscripl Ikullsil., "'pd
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2737 North Main Street. Suite 200 . Walnut Creek. CA 94596.2714 . 1925) 940-2200. FAX (925) 940-2299
.. -. .:
N47"02'1S"E 46.05'
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267.06'
N B7e27'32" W (R)
t::,. == 3r42'09"
R == 236.00'
L "" 155.30'
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N 01"4'17" E
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PARCEL 4
PARCEL MAP 7250
243 P.M. 74
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t::,. "" 4ge27'30"
R "" 32.00'
L "" 27.62'
N 3B"18'59" E (PRC)
t::,. '" 139e:27'30"
R "" 66.00'
L "" 165.51'
212.07'
N Bge3B'09" W
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Brtan Kangas FoUlk
.ngin..rs . Su......yars . Planners
N BBe33'23" E 502.72'
N 74D29'14" E
91.33'
HIGHWAY ROUTE 580
2737 North Moin Street
Suite 200
Wolnut Creek, CA 94596
925/940-2200
925/940-2299 (FAX)
Sub j ect
Job No.
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5132 O.R. 1
AS 65698
N 01"14'17" E
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N BBe4S'43" W 401.99'
N 43e46'1B" W
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PLAT TO ACCOMPANY .
PROPERTY DESCRIPTION
940158-14
Date 02/11/99 Chkd. PAK
SHEET 1 OF 1
EXHIBIT A
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EXHIBIT B
Additional Conditions
The following Additional Conditions are hereby imposed pursuant to
Paragraph 5.3 above.
Subparagraph 5.3.1 -- Subsequent Discretionary Approvals
None.
Subparagraph 5.3.2 -- Mitigation Conditions
Subsection a.
Infrastructure Sequencing Program
The Infrastructure Sequencing Program for the Project is set fonh belm".
(i) Roads:
The project-specific roadway improvements (and offers of dedication)
described below and those identified in Resolution No. 98-51 of the Planning
Commission Approving the Vesting Tentative Map and Site Development Review
shall be completed by DEVELOPER to the satisfaction of the Public \Vodes Director
at the times and in the manner specified in Resolution No. 98-51 unless othervvise
provided below. All such roadway improvements shall be consuuCted to the
satisfaction and requirements of CITY's Public Works Director.
A. Tassajara Road (Condition 6.3)
The improvements required by Condition No. 6.3 of Resolution No.
98-51 shall be revised to read as follows:
"6.3. Tassajara Road Improvements. If not construCted by a
previous development, ApplicantlDeveloper shall widen Tassajara
Road from 1-580 to a transition north of Dublin Boulevard in
accordance with the Precise Plans for Eastern Dublin Santa Rita
Area prepared for the Surplus Property Authority by Brian
Kangas Foulk (dated July 30, 1998 or as updated ["Precise
. Plans"]). Improvements shall consist of two (2) 12' ,vide
Dublin! Ko11 Development CompanyJAlameda
Development Agreement -- Ko11 Cotporate Center - Exhibit B
Page 1 of 11
March 17, 1999
J' ~ 8S
southbound through lanes, one (1) 20' wide southbound through
lane, two (2) 12' northbound through lanes, a 12' wide shoulder,
two 12' northbound 300' left-turn pockets with 120' transitions.
Work shall also include relocation and/or modification of existing
traffic signals at the intersection as needed for the widening. "
.
B. Miscellaneous
The obligations of Condition Nos. 6.3,6.5,6.6,6.7,6.8,6.9,6.10,
6.14 and 6.15 of Resolution No. 98~51 and any other conditions of such resolution
which are to be completed "when determined necessary by the Public Works
Director" ("The Deferred Conditions") shall be of no force or effect until
DEVELOPER records a final map or building permit (whichever comes first) for the
Project. Once effective, such obligations shall survive termination of this Agreement.
Within siA"ty (60) days of the Effective Date, DEVELOPER (for (1)
below) and COUNTI (for (2) below) shall provide eITI with security for the costs
of design and construction of The Deferred Conditions in an amount satisfactory to
the Public Works Director. The security shall be as follows:
(1) Improvement Av-eements and Bonds
. Condition 6.3 [Widen Tassajara Road, 1-580 to Dublin
Boulevard]
.
Improvement agreement and a security bond as
provided in S5.3.2(b )(ii) and (iii), no later than
recordation of final map or building permit (whichever
comes first);
. Condition 6.7 [Left Turn Lane/Hacienda Drive/Hacienda
Crossing]
None required.
. Condition 6.10 [Dublin Boulevard bridge on north side]
Improvement agreement and security bond as provided
in 5.3.2(b)(ii) and (iii) no later than recordation of a
Dublin! Ko11 Development CompanyJAlameda
Development Agreement - Ko11 Corporate Center - Exhibit B
Page 2 of 11
March 17, 1999
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final map or building permit (whichever comes first);
.
Condition 6.12 [Signal at entrance to Kon site from
Dublin Boulevard]
Improvement agreement and security bond as provided
in 5.3.2(b )(ii) and (iii) no later than recordation of a
final map or building permit (whichever comes first);
and
. Condition 6.13 [Signal at east entrance to project from
Tassajara Road]
Improvement agreement and security bond as provided
in 5.3.2(b )(ii) and (iii) no later than recordation of a
final map or building pemlit (whichever comes first.
(2) Payments for Projects
. Condition 6.5 [Widen Dublin Boulevard to 4 lanes,
Dougherty Road to SP ROVv]
A payment to CITY in cash in the amount of the
deficiency, if any, between funds available to CITY for
CIP Project #9689 [widen Dublin Boulevard to 4
lanes, Dougherty Road to SP ROW] and the cost of
such project, such payment to be made within 30 days
of ,,,'fitten notice from the Public Works Director to be
given following bid opening;
. Condition 6.6 [Dougherty RoadlDublin Blvd.
Intersection]
A payment to CITY in cash in the amount of the
deficiency, if any, between funds available to CITY for
CIP Project #9689 [Dougherty RoadlDublin Blvd.
Intersection] and the cost of such project, such
payment to be made within 30 days of written notice
Dublirv' Ko11 Development CompanyJAlameda
Development Agreement ~~ Ko11 Corporate Center ~ Exhibit B
Page 3 of 11
March 17, 1999
;2$ of -3%
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from the Public Works Director to be given following
bid opening; .
. Condition 6.8 [1-580 EB approach to Hacienda Drive]
A payment to CITY in cash in the amount of the
deficiency. if any. bet\,\'een funds available to CITY to
construct the 1-580 EB approach to Hacienda Drive
improvements and the cost of such project. such
payment to be made within 30 days of 'written notice
from the Public Works Director to be given following
bid opening;
. Condition 6.14 [EB offramp at TassajaralSanta Rita.
Pimlico Drive]
A payment to CITY in cash in the amount of the
deficiency, if any, between funds available to CITY to
construct the EB offramp at TassajaralSanta Rita,
Pimlico Drive improvements (restripinglleft turn lane)
and the cost of such project, such payment to be made
within 30 days of written notice from the Public
Works Director to be given following bid opening;
.
DEVELOPER and COUNTY shall be responsible for transitioning
existing improvements to qlatch improvements required by this Agreement. including
dedications, to the satisfaction of the CITY's Public Works Director.
(ii) Sewer
All sanitary sewer improvements to serve the project site (or any
recorded phase of the Project) shall be completed in accordance vvith the tentative
subdivision map and DSRSD requirements.
(iii) Water
An all weather roadway and an approved hydrant and water supply
system shall be available and in service at the site in accordance vvith the tentative
Dublin! Ko11 Development CompanyJAlameda
Development Agreement -* Ko11 Corporate Center * Exhibit B
Page 4 of 11
March 17, 1999
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subdivision map to the satisfaction and requirements of the CITY's fire department.
All potable water system components to serve the project site (or any
recorded phase of the Project) shall be completed in accordance with the tentative
subdivision map and DSRSD requirements.
Recycled '\Tater Ilnes shall be installed in accordance 'with the tentative
subdivision map.
(iv) Storm Drainage
Prior to issuance of the first Certificate of Occupancy for any building
,:vhich is part of the Project, the storm drainage systems off site, as well as on site
drainage systems to the areas to be occupied, shall be improved to the satisfaction
and requirements of the Dublin Public Vvorks Department applying CrTYs and Zone
7 (Nameda County Flood Control and "Vater Conservation District, Zone 7)
standards and policies which are in force and effect at the time of issuance of the
permit for the proposed improvements and shall be consistent with the Drainage
Plan. The site shall also be protected from storm flow from off site and shall have
erosion control measures in place to protect dO'wnstream facilities and properties from
erosion and unclean 'storm water consistent with the Drainage Plan, As used herein,
"Drainage Plan" shall refer to CrTI's master drainage plan.
(v) Other Utilities (e.g. gas. electricity. cable televisions. telephone)
Construction of other utilities shall be complete by phased prior to
issuance of the first Cenific;ate of Occupancy for any building within that specific
phase of occupancy.
Subsection b.
Miscellaneous
(i) Completion May be Deferred.
NotwitD-standing the foregoing, CIJY1s Public Works Director may, in
his or her sole discretion and upon receipt of documentation in a form satisfactory to
the Public Vvorks Director that assures completion, allow DEVELOPER or COUNTY
to defer completion of discrete portions of any of the public improvements required
for the Project until after issuance of Certificate of Occupancy for the first building
for the Project if the Public Vvorks Director determines that to do so would not
Dublin! Ko11 Development CompanyJAlameda
Development Agreement -- Ko11 Corporate Center - Exhibit B
Page 5 of 11
March 17. 1999
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jeopardize the public health, safety or ,velfare.
(ii) Improvement Agreement
.
Prior to constructing the Improvements described in Subparagraph
5.3.2(a)(i)(A) and (B)(l) above, DEVELOPER or COUNTI shall submit plans and
specifications to CITY's Public Works Director for review and approval and shall
enter into an improvement agreement with CITI for construction and dedication of
the public facilities. All such improvements shall be constructed in accordance with
City's standards and policies which are in force and effect at the time of issuance of
the permit for the proposed improvements induding, but not limited to, "Precise
Plans",
(iii) Bonds
Prior to execution of the Improvement Agreement, DEVELOPER or
COUNTY (or its assignee) shall provide a cash monument bond, a performance bond
and labor and materials bond or other adequate security to insure that the
Improvements described in Subparagraph 5.3.2(a)(i)(A) and (B)(l) above (induding
The Deferred Conditions) 'will be constructed prior to the times specified above. The
performance bond or other security shall be in an amount equal to 100% of the
engineer's estimate of the cost to construct the improvements (including design,
engineering, administration, and inspection) and the la,bor and materials bond shall
be in an amount equal to 50% of the engineer's estimate. The bonds shall be ,vritten
by a surety licensed to conduct business in the State of California and approved by
CITY's City Manager.
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(iv) Right to Construct Additional Road Improvements
With the prior 'written consent of CITY's Publi~ Works Director,
DEVELOPER or COUNTI may construct roadway improvements which are not
described in this Exhibit B if such improvements are described in the resolution
establishing the Eastern Dublin Traffic Impact Fee and if such improvements are
constructed in their ultimate location.
DEVELOPER or COUNTI shall be required to enter into an
Improvement Agreement and provide bonds for such improvements, as provided in
Subsection (b )(ii) and (iii) above, prior to construction. CITI shall provide a credit
to DEVELOPER or COUNTY for the cost of such improvements in the manner and
Dublin! Koll Development CompanyJAlameda
Development Agreement -- Koll Corporate Center - Exhibit B
Page 6 of 11 .
March 17. 1999
31 ~ '3%
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subject to the conditions provided in Subparagraph 5.3.6, Subsections (a), (b) and
(c).
(v) Landscaping Along 1-580 Frontage
No later than issuance of the first Certificate of Occupancy,
DEVELOPER vdll install landscaping along the frontage of the Property adjacent to I-
580. Such landscaping will be installed within the Caltrans' right-of-,vay and ,'viII be
as approved by CITY and, if necessary, by Caltrans. Following installation of the
landscaping, CITY will enter into an agreement with Caltrans for maintenance of the
landscaping, and DEVELOPER will enter into an agreement with CITY
simultaneously whereby DEVELOPER ,,,rill satisfy CITY's maintenance obligation
pursuant to CITY's agreement ",rith Caltrans.
Subparagraph 5.3.3 -- Phasing. Timing .
vVith the exception of the road improvements described in Subparagraph
5.3.2(a)(i), this Agreement contains no requirements that DEVELOPER must initiate
or complete development of the Project ",rithin any period of time set by CITY. It is
the intention of this provision that DEVELOPER be able to develop the Property in
. accordance ",rith its own time schedules and the Project Approvals.
Subparagraph 5.3.4 -- Financing Plan'
DEVELOPER will install all street improvements necessary for the Project
at its own cost (subject to credits for certain improvements as provided in
Subparagraph 5.3.6 below):
Other infrastructure necessary to provide sewer, potable water, and recycled
water services to the Project will be made available by the Dublin San Ramon
Services District. COUNTY has entered into an "Area_Wide Facilities Agreement"
",rith the Dublin San Ramon Services District to pay for the cosf of 5.'tending such
senrices to the Project. Such services shall be provided as set forth in Subparagraph
5.3.2(a)(ii) and (iii) ab.ove.
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Dublin! Koll Development CompanyJAlameda
Development Agreement - Koll Corporate Center. Exhibit B
Page 7 of 11
March 17. 1999
7;2. u6 ~ 2'
Subparagraph 5.3.5 -- Fees. Dedications
Subsection a.
Traffic Impact Fees.
.
DEVELOPER shall pay all traffic impact fees applicable to the Project
which are in effect at the time of issuance of any building permit for the Project.
Such fees include the Traffic Impact Fee for Eastern Dublin established by Resolution
No. 41-96, including any future amendments to such fee.
DEVELOPER, COUNTY and CITY acknowledge that COUNTY is entitled
to certain credits (" 1991 Credits") against payment of the Traffic Impact Fee for
Eastern Dublin by separate agreements previously entered into between COUNTY
and CITI in 1991. COUNTY is also entitled to certain other credits ("Prior
Agreement Credits") against payment of the Traffic Impact Fee for Eastern Dublin by
other development agreements entered into between COUNTY and CITY.
COUNTI agrees that, notwithstanding its entitlement to such 1991 Credits, its
1991 Credits cannot be applied against payment of the "Section 2" portion of the
Traffic Impact Fee for Eastern Dublin for the Project. DEVELOPER (and its
assignee) \vill, rather, pay the "Section 2" portion of the fee in cash.
COUNTY further agrees that it (and its assignee) will use the 1991 Credits
and/or Prior Agreement Credits against at least one-half (lh) of the "Section 1" .
portion of the Traffic Impact Fee for Eastern Dublin for the Project provided that it
has sufficient such credits. CITY shall determine which of the 1991 Credits and/or
Prior Agreement Credits shall be used pursuant to this paragraph.
Notwithstanding.anything herein to the contrary, DEVELOPER further
agrees that it (and its assignee) vviIl pay at least seven percent (7%) of the "Section 1"
portion of the Traffic Impact Fee for Eastern Dublin in cash.
Subsection b. Traffic Impact Fee to Reimburse Pleasanton for Freeway
Interchanges.
DEVELOPER shall pay the Eastern Dublin 1-580 Interchange Fee
established by City of Dublin Resolution No. 11-96 as amended by Resolution No.
155-98 and by any subsequent resolution which revises such Fee.
Dublin! Ko11 Development CompanyJAlameda
Development Agreement -- Ko11 Corporate Center - Exhibit B
Page 8 of 11 .
March 17, 1999
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"73
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f.)
'3f
Subsection c.
Public Facilities Fees.
DEVELOPER shall pay a Public Facilities Fee in the amounts and at the
times set forth in City of Dublin Resolution No. 32-96, adopted by the City Council
on March 26, 1996, or in the amounts and at the times set forth in any resolution
revising the amount of the Public Facilities Fee.
Subsection d. Noise Mitigation Fee.
DEVELOPER shall pay a Noise Mitigation Fee in the amounts and at the
times set forth in City of Dublin Resolution No. 33-96, adopted by the City Council
on March 26, 1996, and any amendments thereto.
. Subsection e.
School Impact Fees.
School impact fees shall be paid by DEVELOPER in accordance V,ith
Government Code section 53080 and the existing agreement between COUNTY and
the Dublin Unified School District.
Subsection f.
Fire Impact Fees.
DEVELOPER shall pay a fire facilities fee in the amounts and at the times
set forth in City of Dublin Resolution No. 37-97 or any subsequent resolution which
revises such fee.
Subsection g. Tn-Valley Transportation Development Fee.
.
DEVELOPER shall pay the Tri.Valley Transportation Development Fee in
the amount and at the times set forth in City of Dublin Resolution No. 89-98 or any
subsequent resolution which revises such fee. COUNTY agrees that its 1991 Credits
and Prior Agreement Credits cannot be applied against payment of this fee.
Subparagraph 5.3.6 .. Credit
Subsection a. Traffic Impact Fee Improvements Credit
CITY shall provide a credit to COUNTY for the those improvements
described in the resolution establishing the Eastern Dublin Traffic Impact Fee if such
improvements are constructed by the DEVELOPER in their ultimate location
Dublin! ICo11 Development CompanyJAlameda
Development Agreement -- Ko11 Corporate Center. Exhibit B
Page 9 of II
March 17, 1999
~tj 11 ~ff
pursuant this Agreement. All aspects of credits shall be governed by CITY's
Administrative Guidelines regarding credits (Resolution No. 23-99). .
Notwithstanding the preceding sentence, DEVELOPER shall receive any credit for
construction of the "Park and Ride" facility not COUNTY.
Subsec.tion b. Traffic Impact Fee Right-of.Way Dedications Credit
CITY shall provide a credit to either DEVELOPER or COUNTY for any
TIF area right-of-way dedicated by DEVELOPER or COUNTY to CITY which is
required for improvements which are described in the resolution establishing the
Eastern Dublin Traffic Impact Fee. All aspects of credits shall be governed by CITY's
Administrative Guidelines regarding credits (Resolution No, 23-99).
It is contemplated that CITY will amend the TIF to increase the amount of
the TIF fee due to increases in construction costs and land values. In the event that
CITY so amends the TIF in 1999, and notwithstanding CITY's Administrative
Guidelines, CITY will make a one-time adjustment to the amount of any credit which
COUNTY and/or DEVELOPER has previously been given for land dedicated under
this development agreement so that the amount of the credit shall be based on the
land values used by CITY in its updated TIF. The revised credit shall not be
increased for inflation nor shall interest accrue on it. If DEVELOPER has paid any
TIF fees prior to the date the credit is increased, DEVELOPER will pay to CITY the
difference between the TIF fees previously paid and the amount that DEVELOPER
would have paid if the revised TIF fees had been in effect at the time of payment.
.
The following ex~mple illustrates the provisions of the preceding paragraph.
Assume that COUNTY dedicated land for Dublin Boulevard (a Section I
improvement) on May I, 1999 and that the amount of credit COUNTY received was
$2,000,000, which amount was based on the land value induded in the TIF as of
May I, 1999. Assume further than on May 15, 1999, the City Council amends the
TIF, to be effective on July IS, 1999, to increase land values. Assume further that
the land value for the dedicated land in the revised TIF is $3,000,000. On July IS,
1999, CITY will incre~se the amount of credits for COUNTY from $2,000,000 to
$3,000,000. In this example, DEVELOPER pulled 100 building permits on May 5,
1999 and had paid Section I TIF fees in the total amount of $300,000 ($3000 per
unit). If the Section I TIF fee is increased to $4000 per unit effective July IS, 1999,
DEVELOPER will owe CITY an additional $100,000 on July IS.
Dublin! Ko11 Development Company/Alameda
Development Agreement -- Koll Corporate Center - Exhibit B
Page 10 of 11
March 17, 1999
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95 r6 "3r-
Subsection c.
Credits for Pavrnents for CITY Projects
COUNTY will be entitled to a credit in the amount of any payments made
by COUNTY to CITY for projects, as provided in Subparagraph 5.3.2(a)(i)(B)(2)
above, provided such Projects are TIF projects. The credit will be in the amount of
the payment and may be used by COUNTY in accordance with CITY's
Administrative Guidelines for Credits and Reimbursements (Resolution No. 23-99).
Subsection d. Use of Excess Credits
In the event that credits referred to in Subsections (a) to (c) of this
Subparagraph 5.3.6 are in excess of the amount of credits which can be applied
against the traffic impact fee payable pursuant to Subsection (a) of Subparagraph
5.3.5 (Le., one-half of the "Section I" portion of the Traffic Impact Fee for Eastern
Dublin, less 7% of the "Section III ponion), COUNTY shall be entitled to llbank" such
credits (referred to as llExcess Creditsll) and may use them as provided in CITY's
Administrative Guidelines for Credits and Reimbursements (Resolution No. 23-99).
Subparagraph 5.3. 7 ~- Miscellaneous
Subsection a.
Landscaping Maintenance Along Streets and Creek
CITY has formed a landscape maintenance district knO'wn as the
llLandscape Iv1aintenance Assessment District No. 97-1 (Santa Rita Area) II pursuant
to a petition from COUNTY, and imposed an assessment against the Property to pay
for street and creek landscape maintenance, In addition, on September 24, 1996,
COUNTY recorded a Declaration of Covenants, Conditions and Restrictions which
covers the Property, whereby COUNTY, on behalf of itself and its successors
(including DEVELOPER), has covenanted to pay a "Deed Assessment" to CITY for
maintenance of street and creek landscaping.
EHS:rja
J:WYPD\MNRSW\114\117\A.GREE\KOLL_EXB.317
Dublin! Koll Development CompanyJAlameda
Development Agreement .. Ko11 Corporate Center - Exhibit B
Page II of i I
March 17, 1999
ORDINANCE NO.
/26 ~ 3/
...7 u
AN ORDINANCE OF THE CITY OF DUBLIN
APPROVING THE DEVELOPMENT AGREEMENT BETWEEN
THE CITY OF DUBLIN,
KOLL DEVELOPMENT COMPANY, LLC (PA 98-047) and
ALAMEDA COUNTY SURPLUS PROPERTY AUTHORITY
FOR THE KOLL DUBLIN CORPOR.\TE CENTER
.
THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLOWS:
Section I.
RECIr ALS
A. The proposed KoIl Development Company Project (PA 98-047) is located within the
boundaries of the Eastern Dublin Specific Plan ("Specific Plan") in an area which is designated on the
General Plan Land Use Element Map and Eastern Dublin Specific Plan Land Use Map as General
Commercial (GC) and Campus Office (CO) uses.
B. This project is 'within the scope of the Eastern Dublin Specific Plan and General Plan
Amendment, for which a Program EIR was certified (SCH 9 I I 03064). A Mitigated Negative Declaration
(SCH 86082092) has been approved for the Santa Rita Specific Plan Amendment of which this project is
a part. That Mitigated Negative Declaration together with the Program EIR adequately describes the total
project for the purposes of CEQA. The analysis indicated that no new effects could occur and no new
mitigation measures would be required for the Koll Dublin Corporate Center Project that were not .
addressed in the FEIR or Mitigated Negative Declaration. Further, that analysis found that the project is
in conformity with the Eastern Dublin Specific Plan.
C. Implementing actions of the Specific Plan, including Chapter 11 thereof, require that all
projects within the Specific Plan area enter into development agreements with the City.
D. KoIl Development Company, LLC, have filed an application requesting approval of a
development agreement for the Koll Dublin Corporate Center.
E. A Development Agreement between the City of Dublin, KoIl Development Company,
LLC, and Alameda County Surplus Property Authority has been presented to the City Council, a copy of
which is attached to the Staff Report as Attachment 1.
F. A public hearing on the proposed Development Agreement was held before the Planning
Commission on March 23, 1999, for which public notice was given as provided by law.
G. The Planning Commission has made its recommendation to the City Council for approval
of the Development Agreement.
H. A public hearing on the proposed Development Agreement was held before the City
Council on April 6, 1999, for which public notice was given as provided by law.
.
ATTACHMENT 2
3'/ ~ 83
J. The City Council has considered the recommendation of the Planning Commission at the
April 6, 1999 meeting, including the Planning Commission's reasons for its recommendation, the Agenda
. Statement, all comments received in writing and all testimony received at the public hearing.
Section 2.
FINDINGS AND DETERMINATIONS
Therefore, on the basis of (a) the foregoing Recitals which are incorporated herein, (b) the City of
Dublin's General Plan, (c) the Eastern Dublin General Plan Amendment, (d) the Specific Plan, (e) the
EIR, (f) the Agenda Statement, and on the basis of the specific conclusions set forth below, the City
Council finds and determines that:
1. The Development Agreement is consistent with the objectives, policies, general land uses
and programs specified and contained in the City's General Plan, as amended by the Eastern Dublin
General Plan Amendment, and in the Specific Plan in that (a) the General Plan and Specific Plan land use
designation for the site is General Commercial (GC) and Campus Office (CO) uses and the proposed
project is an office development project consistent with that land use, (b) the project is consistent with
the fiscal policies of the General Plan and Specific Plan with respect to provision of infrastructure and
public services, and (c) the Development Agreement includes provisions relating to financing,
construction and maintenance of public facilities, and similar provisions set forth in the Specific Plan.
2. The Development Agreement is compatible with the uses authorized in, and the regulations
prescribed for, the land use district in which the real property is located in that the project approvals
include a Planned Development Rezoning, Parcel Map and Site Design Review adopted specifically for
the KoIl Dublin Corporate Center Project.
.
3. The Development Agreement is in conformity with public convenience, general welfare
and good land use policies in that the KoIl Dublin Corporate Center Project will implement land use
guidelines set forth in the Specific Plan and the General Plan which have planned for office uses at this
location.
4. The Development Agreement will not be detrimental to the health, safety and general
welfare in that the project will proceed in accordance with all the programs and policies ofthe Eastern
Dublin Specific Plan.
5. The Development Agreement will not adversely affect the orderly development of property
or the preservation of property values in that the project will be consistent with the General Plan and with
the Specific Plan.
Section 3.
APPROV AL
The City Council hereby approves the Development Agreement (Attachment 1 to the Staff Report)
and authorizes the Mayor to sign it.
Section 4.
RECORDA TION
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Within ten (10) days after the Development Agreement is executed by the Mayor, the City Clerk
shall submit the Agreement to the County Recorder for recordation,
33 ~ ~f.
Section 5.
EFFECTIVE DATE AND POSTING OF ORDINANCE
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This Ordinance shall take effect and be in force thirty (30) days from and after the date of its
passage. The City Clerk of the City of Dublin shall cause the Ordinance to be posted in at least three (3)
public places in the City of Dublin in accordance with Section 36933 of the Government Code of the State
of California.
PASSED AND ADOPTED BY the City Council of the City of Dublin, on this 20th day of April,
1999, by the following votes:
A YES:
NOES:
ABSENT:
ABSTAIN:
MAYOR
ATTEST:
.
CITY CLERK
G:PA 98-047 Ord DA
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