HomeMy WebLinkAboutItem 6.8 GM Automall AGMT (2)
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CITY CLERK
File # D~[?][{l]-~[Q]
. AGENDA STATEMENT
CITY COUNCIL MEETING DATE: April 20, 1999
SUBJECT: PUBLIC HEARING PA 98-007 General Motors Automall
Development Agreement (Prepared by Eddie Peabody, Jr.,
Community Development Director)
ATTACHMENTS: 1. Development Agreement for General Motors AutomaIl.
2. Ordinance adopting Development Agreement for General
Motors Automall (Argonaut Holding, Inc.)
RECOMMENDATION:
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FINANCIAL STATEMENT:
. DESCRIPTION:
BACKGROUND:
1. 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 introduce Ordinance _-99 (Attachment 2)
approving the Development Agreement.
No financial impact anticipated.
An Ordinance approving a Development Agreement between the
City of Dublin, Argonaut Holding, Inc., 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
prOVIsIOns.
The City Council approved an Amendment to the Eastern Dublin Specific Plan for the entire Santa Rita
area (primarily owned by the Alameda County Surplus Property Authority) in October 1996. As a part of
that action, this site was given a Specific Plan and General Plan Land Use Designation of "General
Commercial/Campus Office Stream Corridor and Openspace. The project site is located at the southwest
comer of John Monego Court and Dublin Boulevard.
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COPIES TO:
General Motors
Alameda County Surplus Property Authority
In House Distribution L 4-
ITEMNO.~
ANALYSIS:
Procedural Background:
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One of the implementing actions of the Eastern Dublin Specific Plan calls for the City to enter into
Development Agreements with developers in the plan area. The Development Agreement provides
security to the developer that the City will not change its zoning and other laws applicable to the project
for a specified period oftime. Additionally, it is a mechanism for the City to obtain commitments from
the developer that the City might not otherwise be able to obtain. The Development Agreement is one
means the City has to assure that the Specific Plan goal, that new development fund the costs of
infrastructure and service, is met.
City procedure requires that there be three public hearings on Development Agreements. The purpose for
the hearing before the Planning Commission is to recommend the approval for the Agreement to the City
Council. The first public hearing before the City Council is to introduce the ordinance and the second
public hearing is to adopt the ordinance. The Ordinance will become effective 30 days after the second
reading. The Planning Commission heard the Development Agreement at their April 13, 1999 meeting
and recommended that the City Council adopt the attached ordinance.
Development Agreement:
Attached to this Staff Report is a Development Agreement (Attachment 1) between the City of Dublin,
Argonaut Holding, Inc (General Motors Automall). and the Surplus Property Authority of the County of
Alameda (Alameda County). This Development Agreement is based on the standard Development
Agreement developed by the City Attorney and adopted by the City Council for Eastern Dublin Projects. .
In general, the Agreements reflect what has been determined to be the infrastructure needs for the specific
project. These needs are determined based on submittal of engineering studies and plans.
The Agreement: the City Attorney drafted the proposed Development Agreement with input from City
staff, Argonaut Holding, Inc. Alameda County Surplus Property Staff and their attorneys. The
Development Agreement sets forth the agreements between the parties in relation to many items,
including, but not limited to, infrastructure construction and phasing, and the payment of various required
impact fees.
The Development Agreement becomes effective for a term of five years from the date it is recorded. The
Development Agreement runs with the land and the rights thereunder can be assigned. The main points of
the Development Agreement can be found in Exhibit B of Attachment 1 of the Development Agreement
and are highlighted below:
Infrastructure Construction and Traffic Impact Fees: The City requires that Developers in Eastern
Dublin pay traffic impact fees for certain City wide improvements to the circulation system. Additionally,
fees are charged for certain circulation improvements specific to Eastern Dublin. Developers are also
required to make certain improvements to the circulation system that are required as a result of their
project. The City determines the direct project impact through a traffic study that is conducted.
Based on the traffic study conducted for the General Motors AutomalI project, it was determined that .
certain improvements were required to the circulation system as a result of the projected future traffic
from the project. These improvements include improving some roadways, widening some roads, the
improvement of certain intersections in Dublin and Eastern Dublin, the ultimate construction of the
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Tassajara Road/Santa Rita Road/I-580 interchange. A special requirement is the construction of the
Dublin Boulevard bridge over Tassajara Creek.
. Other improvements that were identified could be phased and put in as required by traffic warrants or
when other projects come on line. The Agreement sets forth the City and Alameda County's
understanding in relation to the phasing of infrastructure construction.
RECOMMENDATION:
Staff recommends that the City Council open the Public Hearing, take testimony from Staff and the
public, deliberate waive the first reading and introduce the Ordinance adopting a Development
Agreement for the General Motors Automall project.
G:98007 ccsrapril20da
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City of Dublin
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\Vhen Recorded Mail To:
City Clerk
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Space above this line for Recorder's Lise
DEVELOP1\1ENT AGREE1\1ENT
BET\VEEN THE
CITY OF DUBLIN
AND
THE SURPLUS PROPERTY AUTHORITY
OFTHECOUNTYOF~EDA
AND
ARGONAUT HOLDING, INC.
FOR THE GENERA.L MOTORS AUT01\1ALL
ATTACHMENT 1
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TABLE OF CONTENTS
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1.
De!'cription of Property.
...,
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .)
2. Intere!'t of DEVELOPER and COUNTY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. Relation5hip of City and Developer ............:.:........ . . . . . . . . . 3
4. Effective Date and Tenn. ........................................ 3
4.1 Effective Date. ........................................... 3
4.2 Term.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
J. U!'e of the Property. ................:...................... . . . . . 3
5.1 Rj~ht to Develop ......................................... 3
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J._ ermJtte !'e5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -=
- 3 Add" J C ,.. 1
J. J"\ mona onoItJons.....................................-=
6. Applicable Rule5. Re~lation5 and Official Policies .....................5
6.1 Rules re Permitted U!'es . . . . . '. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
6.2 Rules re Desi~ and Con!'tnJction ...................,.........5 .
6.3 Uniform Codes Applicable . . . . . . . . . . . . . . . . . . . . . . . . . - . . . . . . . . .5
7. SubC:E'ouentlv Enacte-d Rules and RerrulatioT!5 . . . . . . . . . . . . . . . . . . . . . . . . . (1
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7.1 New Rules and Re~lations ................................. 6
7.2 Apprmoal of Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7.3 Moratorium Not Applicable. . . . : . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8. Subsequently Enacted or Re{rised Fees. Assessment5 and Taxes . . . . . . . . . . . 6
8.1 Fees. Exactions. Dedications ........-........................ 6
8.2 Re\rised Application Fees ................................... 7
8.3 Ne'i'V Taxes .............................................. 7
8.4 A~se5sments. . . . . . . . . . . . . . . : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8.5 Vote on Future A~!'essments and Fees ......................... 7
9.
Amendment or CancelJation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.1 1vfodification Because of Conflict with State or Federal Laws
9.2 Amendment by Mutual Consent .....................
9.3 Insub~antial Amendments. . . . . . . . . . . . . . . . . . . . . . . . . .
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General Motors Automall
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9.4 Alnendment of ProJect Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S
9.5 Cancellation by lvfutual Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
10. Term of ProJect Approvals ............................... _ . . . . . . . S
11. Annual Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 Dama~es A~ain.C\t crn ...................... _ . . . . . . . . . 10
13. Esta!1pel Cerrificate ........ _........ .................... . . .... 10
14. ]''v1ort~azee Protection: Certain Rj~hts of Cure ....................... 10
14.1 Mortza~ee Protection. . . . . . . . . . . _ . . . . . . . . . . . . . . . . . . . . . . . . . 10
14.2 J\1ort~azee Not Obli~ated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
14.3 Notice of Default to Mort~a~ee and E,,:tension of Ri~ht to Cure .... 11
15. Seve;2hHity . . . . . _ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ] 1
16. Attorneys' Fees and Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
- 17. Transfers and Ac;si~ments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
17.1 DEVELOPER's RiZht ita Ac;si~ ... . . . . . . . . . . . . . . . . . . . . . . . . . . 12
17.2 Release Upon Transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _ . . . . . 12
17.3 Developer's Ri~ht to Retain Specified Ri~hts or Oblizations ....... 12
17.4 Permitted Transfer. Purchase or AC\si::nment ............. . . . . . . 12
17.5 COUNlYs Ri~ht to Ac;si~ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
18. Aareement Runs 'with the Land .................................. 13
19. B ankruptc:y . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _ . . - 13
20.
Indemnification
13
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Insurance ....................................,..........,... 14
21.1 Public Liability and Pro!lerty Dama~e Insurance. . . . . . . . . . . . . . . . 14
21.2 Workers Compensation Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . 14
21.3 Evidence of Insurance ,.......................,........... 15
22. Sewer and Vvater .....................,....................... 15
23.
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N oti ces . '. . . . . . . . . . . . . . . . .'. . .'. . . . . . . . . . . .'. . . . . . . . . . . , . . . , . . . . 1 5
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - . . . . . , 17
A~eemerit is Entire Understanding .,...................... . . . . . . . 17
Exhibits .,.....,............;..................... - , . . . . . . . . 1 7
CounT e!'Tlans ................,............................... 1 7
28. Recordation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - , . . . . . . . . , . . . . 17
Dublinlluameaa Development Agreement
General Motors Automall
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5c637
THIS DEVELOPMENT AGREEMENT is made and entered in the City or
Dublin on this day of , 1999, by and between the CITI' OF DUBLI:\J,
a Municipal Corporation (hereafter "CITY"), the Surplus Propeny Authority of
Alameda County, a public corporation (hereafter "COUN1!'''), and ARGONAUT
HOLDING, INC., a Delaware corporation (hereafter "DEVELOPER") pursuant to
the authority of ss 65864 et seq. of the California Government Code and Dublin
!\1unicipal Code, Chapter 8.56.
RECTT ALS
A... California Government Code ss 65864 et seq. and Chapter 8.56 of
the Dublin !\1unidpal Code (hereafter "Chapter 8.56") authorize the eIIT to enter
into an Agreement for the development of real propeny vdth any person ha\ing a
legal or equit.able interest in such property in order to establish cenain de\'elopmem
rights in such property; and .
B. The CilY Council adopted me Eastern Dublin Specific Plan by
Resolution No. 53-93 which Plan is applicable to the Property; and
C. The Eastern Dublin Specific Plan requires DEVELOPER to em:er
into a development agreement; and
D. DEVELOPER desires to develop and holds legal interest in cerrain
real property consisting of approximately 14.49 acres of la:1d, located in t..1 e City of
Dublin, County of .Alameda, State of California, ,.vhich is more particularly described
in Exhibit A attached hereto and incorporated herein by this reference, and which
real property is hereafter called the "Property"; and
E. DEVELOPER acquired its interest in the Property from COUNTY
pursuant to a puichase and sale agreement which allocates rights and obligations as
benveen COUNIT and DEVELOPER. COUNTI is a party to this Agreement
because COUNIT ",ill dedicate certain land and receive certain credits;
F. DEVELOPER proposes the development of the Property for
automotive uses (the "Project"); and
G. DEVELOPER has applied for, and CIIT has approved or is
processing, yarious land use approvals in connection with the development of the
Project., including a PD District rezoning (Ordinance No. 16~98), final parcel map
Dublin/Alameda Development Agreement
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7250, Conditional Use Permit and Site Development Re\iew (Planning Commission
Resolution No. 98-33), (collectively, together with any approvals or permits now or .
hereafter issued with respect to the Project, the "Project Approvals"); and
H. Development of the Propeny by DEVELOPER may be subject to
certain future discretionary approv~s induding site development reviei'\',.i'\'hich. if
granted, shall automatically become pan of the Project Approvals as each such
approyal becomes effective; and
1. CITY desires the timely, efficient, orderly and proper development
of said Project; and
J. The City Council has found that, among other things, this
Development Agreement is consistent with its General Plan and the EaStenl Dublin
Specific Plan and has been reviewed and evaluated in accordance i\ith Chapter 8.56;
and
K. CITY, COUNTY and DEVELOPER have rearned agreement and
desire to e.'\.-press herein a Development Agreement that i'iill facilitate development of
the Project subject to conditions set fonh herein; and
1. Pursuant to the California Environmental Qualhy Act (CEQA) the .
City has found, pursuant to CEQA Guidelines section 15182, that the Project is
within t..he scope of the Final Environmental Impact Repon for the Eastern Dublil1
General Plan .Amendment and Specific Plan which '\\"as cerrified by the Council by
Resolution No. 51-93 and the Addenda dated May 4, 1993 2.J.,d August 22, 199-1
(the "EIR") and found that the EIR and Mitigated Negative DecIaration were.
adequate for this Agreement; and
, 1999, the City Coundl of the City of Dublin
approving this Development Agreement. The
, 1999.
M. On
adopted Ordinance No.
ordinance took effect on
NaVy, THEREFORE, 'with reference to the foregoing recitals and in
consideration of the mutual promises, obligations and covenants herein contained,
CITY, COUNTY and DEVELOPER agree as follovi's:
Dublinl,,"Jameda Developm~nt Agreement
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AGREEMENT
1.
Description of Propert~r.
The Propeny which is the subject of this Development Agreement is
described in Exhibit A attached hereto ("Property").
2: Interest of DEVELOPER 'and COUNTY.
The DEVELOPER has a legal or equitable interest in the Property in
that it OV'ITIS the Property in fee simple.
The COUNn'" has legal or equitable interest in the Property in u'1at
it holds an option to repurchase the Developer's fee simple interest in the Property.
3. Relationshin of (itv and DeveJoI'er.
It is understood that this Agreement is a contract that has been
negotiated 2..:'ld voluntarily entered into by CITY, COUNTY, and DEVELOPER and
that neither the DEVELOPER nor COUNTY is an agent of CITY. The eln',
DEVELOPER and COUNTY hereby renounce the e.ustence of any forn1 of joint
venture or parulership between them, and agree that nothing contained herein or in
any document executed in connection here,'vith shall be construed as making the
CITY, COt iNTI and DEVELOPER joint venturers or partllers,
4. Effective Date and Term.
4.1 Effecti'\re Date. The effective date of this Agreement shall
be the date upon which this Agreeri1ent is signed by CITY.
4.2 Term. The term of this Development Agreement shall
commence on the Effective Date and eA'tend five (5) years thereafter, unless said term
is othervi'ise terminated or modified by circumstances set forth in this Agreement.
5. Use of the Property.
5.1 ' Rj~ht to Develop. DEYELOPER shall have the vested
right to develop the Project on the Propeny in accordance with the tenns and
conditions of this Agreement, the Project Approvals (as and when issued), and any
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amendments to any of them as shall, from time to time, be approved pursuant to this
Agreement.
.
5.2 Permitted U~es. The permitted uses of the Propeny, the
density and intensity of use, the manmum height, bulk and size of proposed
b}lildings, 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 ern) and other terms and conditions of develop:rnent
applicable to the Propeny, shall be those set forth in this Agreement, the P:-oject
Approvals and any amendments to this Agreement or the Project Approvals.
5.3 Additional Conditions. Provisions for the folloviing
("Additional Conditions") are set forth in Exhibit B attached hereto and incorporated
herein by reference.
5.3.1 Sub~equent Di~cretiona~r Aprrm.a]~.
Conditions, terms, restriaions, and requirements for subsequent
discretionary actions. (These conditions do not affect
DEVELOPER's responsibility to obtain all other land use appro\'als
required by the ordinances of the City of Dublin.)
Not Applicable
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5.3.2 ?\1iti~ation Conditions. Additional or modified
conditions agreed t:pon by the p2rties in order to eliminate or
mitigate adverse environmental impactS of the Project or othef'i,ise
relating to development of the Project.
See Exhibit B
5.3.3 ; Phasing-. Timing. Provisions that the Project be
constructed in specified phases, that construction shall commence
'ivithin a specified time, and that the Project or any phase thereof be
completed 'within a specified time.
See Exhibit B
5.3.4 Financing Plan. Financial plans ,:vhich identify
necessary capital improvements such as streets and utilities and
sources of funding.
See Exhibit B
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5.3.5 Fees. Dedications. Terms relating to pay:nent of
fees or dedication of property.
See Exhibit B
5.3.6 Reimbursement. Terms relating to subsequent
reimbursement over time for financing of necessary public facilities.
See Exhibit B
5.3.7 !\1isceIlaneolls. !\1iscellaneous terms.
See Exhibit B
6. Anplicable Rules. Rerulations and Official Policies.
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6.1 Rules re Permitted Uses. For the terrl1 of this Agreement,
the City'S ordinances, resolutions, rules, regulations and official polices governing the
permiued uses of the Propeny, governing density and intensity of use of the Property
and the ma..umum height, bulk and size of proposed buildings shall be those in force
and effect on the effee-Live date of this Agreement.
6.2 Rules re Desi~ and Con.~tTuCti(m. Unless othen'lise
u-pressly provided in Paragraph 5 of this Agreement, the ordinances, resolutions,
rules, regulations and official polices governing design, improvement and
consuuction standards and specifications applicable to the Project shall be those in
force and effect at the time of the applicable discretionary Project Apprm:aL
Ordinances, resolutions, rules, regulations and official polices governing design,
improvement and consuue-Jon standards and specifications applicable to public
improvements to be constructed by Developer shall be those in force and effect at d1e
time of the applicable permit approval.
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6.3 Uniform Codes Applicable. Unless eA'Pressly provided 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 consuuaion permits for the Project.
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7. Subsequently Enacted Rules and Re~latjons.
7.1 New Rules and ReD1lations. During the term of this .
Agreement, the CITY may apply new or modified ordinances, resolutions, rules,
regulations and official policies of the CITY to the Propeny which were not in force
and effect on the effective date of this Agreement and 'which ar.e not in conflict "ith
those applicable to the Property as set forth in this Agreement if: (a) the application
of such neiV or modified ordinances, resolutions, rules, regulations or official policies
v.'ould not' prevent, impose a substantial financial burden on, or materially delay
development of the Propeny 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 thi~ Agreement shall
prevent the CIIT from denying or conditionally approving any subseque:lt land use
permit or authorization for the Project on the basis of such new or modii:::d
ordinances, resolutions, rules, regulations and polices e.xcept that such SLJSequent
actions shall be subject to any conditions, terms, restrictions, and require:-:ents
e."'-pressly set fonh herein.
7.3 l\1oratorium Not Applicable. Notwithstanding :.nything to
the conuary contained herein, in the event 2..'1 ordinance, resolution or oL.'1=r mea.c:;ure
is enacted, whether by ac-Jon of CITY, by initiative, referendum, or otheIi'i-:se, 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 Propeny, 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.
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8. Subsequently Enacted or Revised Fees. Ac:;sessments and Taxes.
8.1 Fees. Exactions. Dedications. CIIT and DEVELOPER
agree that the fees payable and exactions required in connection ivith the
development of the Project for purposes of mitigating environmental and m....\er
impacts of the Project, providing infrastructure for the Project and complyir::: with
the Specific Plan shall be those set fonh in Ordinance No. l ~..98, Resolutic >Jo. 98-
33 and in this Agreement (including Exhibit B). The CIIT ill not impo r
require payment of any other fees, dedications of land, or c :ruction of : "Jublic
improvement or facilities, shall not increase or accelerate e :l.g fees, dee ~ons of
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land or construction of public improvements, in connection ,~':ith any subsequent
disGetionary approval for the Propeny, except as set forth in Ordinance No. 16-98,
Resolution No. 98-33, and the tentative parcel map and this Agreement (including
Exhibit B, subparagraph 5.3.5).
8,2 ~evised A[1I1lication Fees. .Any e:'>dsting application,
processing and inspection fees that are revised during the term of this Agreement
shall apply to the Project prm.Yided that (1) such fees have general applicabi.lity; (1)
u1e application of such fees to the Property is prospective; and (3) the applic2.!.ion of
such fees would not prevent development in accordance "ith this Agreement. By so
agreeing, DEVELOPER does not vi'aive its rights to challenge the legality or amount.s
of any such application, processing and/or inspecrion fees.
8.3 New Taxes. .Any subsequently eI)acted city-"\\ide ta.xes shall
apply to the Project prm.Yided that: (1) the application of such ta...xes to the Proper.:y
is prospective; and (2) the application of such taxes ,,,,,ould not prevent de"\'elopmem
in accordance "ith this Agreement. By so agreeing. DEVELOPER does not waiye its
rights to challenge the legality of any such taxes.
8.4 A..ssessments. Nothing herein shall be construed to relieTe
the Properry from assessments le\':ied against it by ern' pursuant to any statutory
procedure for the assessment of propeny to pay for infrasuucrure and/or services
"\\'hich benefit the Propeny.
8.5 Vote on Future Assessments and Fees. In the event that
any assessment, fee or charge v;rhich is applicable to the Propeny is subject to .Article
XIrID of the Constitution and DEVELOPER does not return its ballot, DEVELOPER
agrees, on behalf of itself and its successors, that CITY may count DEVELOPER's
ballot as affirmatively voting in fav6r of such assessment, fee or charge;
9. .:\mendment or Cancellation.
9.1 l'v10difkation Because of Conflict with State or Federal
La"'i~!s. In the event that state or federal laws or regulations enacted after the effecth'e
date of this Agreement prevent or preclude compliance .with one or more prO\Yisions of
this Agreement or require changes in plans, maps or pennits approved by the ern',
the par-des shall meet and confer in good faith in a reasonable attempt to modify this
Agreement to comply.with such federal or state la"'iv or regulation. .Any such
amendment or modification of the Agreement shall be approved by the City Council
Dublin/.A12.ffieda Development Agreement
for General Motors Automall
P2ge 7 of 1 S
March 30. 1999
Icl ~ 37
in accordance "ith Chapter 8.56.
.
9.2 Amendment by Mutual Consent. This Agreement may be
amended in "Titing from time to time by mutual consent of the parties hereto and in
accordance "im the procedures of State law and Chapter 8.56.
9.3 Insubstantial Amendments. Notwithstanding the
provisions of the preceding paragraph 9.2, any amendments to this Agre~ment ",hich
do not relate to (a) the term of the Agreement as prO\ided in paragraph 4.2; (b) the
permitted uses of the Propeny as provided in paragraph 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 contributio~s by DEVELOPER as prO\ided in this
Agreement, shall not, except to the eA'tent otherwise required by law, require notice or
public hearing before either the Planning Commission or we City Council before t.he
parries 111ay e.xecute an amendment hereto. CITY's Public VVorks Director shall
determine whether a reSeIyation or dedication is "significant".
9.4 .Amendment of Project Aprrm.aJs. Any amendment of
Project Approvals relating to: (a) the permitted use of the Propeny; (b) prO\ision ror .
reseryation or dedication of land; (c) conditions, terms, restrictions or requirements
ror subsequent discretionary actions; (d) the density or intensity of use of the Project;
(e) the ID2...xi:r.1um height or size of pmposed buildings; (f) monetary contributiO!~s ;:,y
the DEVELOPER; or (g) public improvements to be consuucted by DEVELOPER
shall require an amendment of this Agreement. Such amendment shall be limited to
those provisions of this Agreement which are implicated by the amendment of the
Project Approval. Any other a.mendment of the Project Approvals, or any of them,
shall not require amendment of thi~ Agreement unless the amendment of the Project
Approva1(s) relates specifically to some proVision of this Agreement.
9.5 Cancellation by Mutual Consent. Except as othenvise
permitted herein, this Agreement may be canceled in whole or in part only by the
mutual consent of the panies 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 eITI.
Dublin/.A.larn~da Development Agreement
for General Motors Automall
Page 8 of 18
March 30, 1999
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10. Tenn of Pro~ect ApI"'TO\'als.
The term of any Project Approval shall be e.\.tended only if so
provided in Exhibit B.
11, Annual Revi e'W.
11.1 Review Date. The annual reviei\r date for this Agreement
shall be August 15, 2000 and each August 15 wereafter.
11.2 Initiation of Review. The CIIYs Community
..
Development Director shall initiate we annual review, as required under Section
856.140 of Chapter 856, by giYing to DEVELOPER thirty (30) days' wrinen noLice
that the eln' intends to undertake such review. DEVELOPER shall prO\ioe
evidence to the Community Development Director prior to the hearing on the annual
re\iew, as and ivhen reasonably detem1ined necessary by the Community
Development Director, to demonsuate good faith compliance 'i\ith the prO\isions or
the Development Agreement. The burden of proof by substantial eyidence of
compliance is upon the DEVELOPER
11.3 Staff Repons. To the E\.-r.ent practical, CIIT 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 review.
11.4 Costs. COStS reasonably incurred by CIIT in connection
with the annual review shall be paid by DEVELOPER in accordance with the City'S
schedule of fees in effect at the time of review.
12. Default.
12.1 Other Remedies Available. Upon the occurrence of an
event of default, the parties may pursue all other remedies at law or in equiIY 'i,"hich
are not otheI\\ise 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 my parry, the nondefaulting parry shall serve written notice of such
default upon the defaulting party. If the default is not rured by the defaulting parry
Dublin/.t>Jarneci2. Development Agreeme?t
for General Motors Automall
Page90flS
March 30, 1999
/;/ ~ :3?
\\ithin thiny (30) days after service of such notice of default, the nondefaulting pany
may then commence any legal or equitable action to enforce its rights under this .
Agreement; provided, however, that if the default cannot be cured 'within such thiny
(30) day period, the nondefaulting party shall refrain from any such legal or equitable
anion so long as the defaulting party begins to cure such default 'within such thiny
(30) day period and diligently pursues such cure to completion. Failure to gh'e notice
shall not constitute a waiver of any default.
12.3 No Dama~es A~ainst CITY. In no event shall d.=.mages be
a\\'arded against CITY upon an event of default or upon teITI1ination of this
Agreement.
13. Estoppel Certificate.
any pmy may, at any time, and rrom time to time, request '\\Tillen
notice from the other pany requesting such pany to cenify in writing 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 '\'\TIring, or if so
amended, identifying the amendments, and (c) to the knowledge of the cerrif)ing
parry the requesting parry is not in default in the perfoITI1ance of its obligations under
this Agreement, or if in default, to describe therein the nature and amount of any .
such defaults. A party receiving a request hereunder shall execute and retarn suu~
cenificate '\'\':ithin thirty (30) days following the receipt thereof, or such longer period
as may reasonably be agreed to by the pa.,. des. Ci:y !\1anager of City shall be,
authorized to execute any certificate requested by DEVELOPER or COUNTY.
Should the party receiving the request not execute and return such certificate within
. the applicable period, this shall not be deemed to be a default, prO\':ided that such
pany shall be deemed to have certified that the statements in clauses (a) through (c)
of this section are true, and any patty may rely on such deemed cerrification.
14. Mort~a~ee Protection: Certain Ri~hts of Cure.
14.1 Mort~a~ee Protection. This Agreement shall be superior
and senior to any lien placed upon the Property, or any ponion thereof after the date
of recording this Agreement, including the lien for any deed of trust or mortgage
("lv10ngage"). Norn':ithstanding the foregoing, no breach hereof shall defeat, render
invalid, diminish or impair the lien of any Morrgage made in good faith and for ....alue,
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
DubJ.inlAlam~da Development Agreement
for Gen~ral Motors Automall
Page lOaf 18
March 30, 1999
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mortgagee ("Mortgagee") 'who acquires title to the Propeny, or any ponion thereof,
by foreclosure, trustee's sale, deed in lieu of foredosure, or otherwise.
14.2 Mort~a~ee Not Oblig-ated. Notwithstanding the prmisions
of Section 14.1 above, no Mortgagee shall have any obligation or duty under this
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
iIf1provements, or to guarantee such construction or completion, or to pay, perf 01111 or
provide any fee, dedication, improvements or other exaction or imposition; prmided.
hm\'ever, that a 1\1ongagee shall not be entitled to devote the Propeny to any uses or
to consuuct 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 Ivfort~a~ee and Extension of Rif.'"hT TO
Cure. If CIn receives notice from a 1\10ngagee requesting a copy of any notice of
default given DEVELOPER hereunder and specii}ing the address for senice thereof,
then CITY shall deliver to such 1\10ngagee, concurrently'nith service thereon to
DEVELOPER, any notice given to DEVELOPER \\ith respect to any claim by ern'
that DEVELOPER has cOIThllitted an event of default. Each 1\10rtgagee shall h2\'e
the right during the same period available to DEVELOPER to cure or remedy, or to
conunence to cure or remedv, the event of default daimed set fonh in the CrTI"s
.-
notice. CITY, through its City 1\1anager, may o..'tend the thirty-day cure period
provided in paragraph 12.2 for not more than an additional sb.:ty (60) days upon
request of DEVELOPER or a 1\10rrgagee.
15. Severabilit:T.
The unenforceability, im-alidiry or illegaliry of any prm1.sions,
coven2l).t, condition or term of this 'Agreement shall not render the other prmisions
unenforceable, invalid or illegal.
16. Attome:Ts' Fees and Costs.
If CITY or DEVELOPER initiates any action at law 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 otherwise be entitled. If any person or entity not a pany
to this Agreement initiates an action at law or in equity to challenge the validiry of
any provision of this Agreement or the Project Apprm'als, the parties shall cooperate
Dublinf.t>Jameaa Development Agreement
for General Motors AutomaJl
Page 11 of 1 S
March 30. 1999
/b :5!3 I)
in defending such action. DEVELOPER shall bear its own costs of defense as a real .
pany in interest in any such action, and shall reimburse CITY for all reasonable COUIT
costs and attorneys' fees eA-pended by CITY in defense of any such action or oUler
proceeding.
17. Tran~fers and Ac:;sj~ments.
17.1 DEVELOPER'~ Ri~ht to Ac:;sj~. All of DEVELOPER'S
rights, interests 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 term of this Agreement, provided that no transfer, sale or
assigrunent of DEVELOPER's rights, interests and obligations hereunder shall occur
,,;thout the prior ~Titten notice to CITY and apprO\.al by the City 1\1anager, ".hich
approYal shall not be unreasonably '\vithheld or delayed. The City l\1anager shall
consider and decide the matter within 10 working days after DEVELOPER's notice,
provided all necessary documents, cenifications and oilier infon11ation are p;,O\ided
to the City :Manager. Approval by the City 1\1anager shall not be necessary for a
transfer or assignment to General Motors Corporation or any of its affiliates.
17.2 Release U~on Transfer. Upon the uansfer, sale, or
assignment of all of DEVELOPER's rights, interests and obligations hereunder
pursuant to subparagraph 17.1 of this Agreement, DEVELOPER shall be released
from the obligations under this Agreement, with respect to the Properiy transferred,
.sold, 0:- assig:1ed, arising subsequent to the date of City !'v1anager approval of such
transfer, sale, or assignment; provided, hmvever, that if any transferee, purchaser, or
assignee approved by the City l\1anager o...pressly assumes all of the rights, interests
and obligations of DEVELOPER under this Agreement, D~VELOPER shall be
released 1'1.'ith respect to all such rights, interests and assumed obligations. In any
event, the transferee, purchaser, or :assignee shall be subject to all the pro,'isions
hereof and shall provide all necessary documents, certifications and other necessary
information prior to City Manager approval.
17.3 Deve]or>erTs Ri~ht to Retain Specified Ri~hts or
Obli~ations. Notwithstanding subparagraphs 17.1 and 17.2 and paragraph 18,
DEVELOPER may vi'ithhold from a sale, transfer or assignment of this Agreement
certain rights, interests and/or obligations which DEVELOPER shall retain, provided
mat DEVELOPER specifies such rights, interests and/or obligations in a written
document to be appended to this Agreement and recorded '\vith the /uameda County
Recorder prior to the sale, transfer or assignment of the Property. DEVELOPER's
Dublinl...t.Jameda Development Agreement
for Gene:-al Motors Automall
Page 12 of 18
March 30. 1999
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purchaser, uansferee or assignee shall then have no interest or obligations for such
rights, interests and obligations and this Agreement shall remain applicable to
DEVELOPER with respect to such retained rights, interests and/or obligations.
17.4 Permitted Transfer. Purchase or Ac;si~ment. The sale or
other transfer of any interest in the Propeny 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 or by ,,,'ay of a deed i1) lieu of the exerci~e of .
such rights or remedy shall not require City I\1anager appro\'al 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.
17.5 COUNIT's Ri~ht to Ac;si~.
COUN1Y shall not assign its rights, interests or obligaIio;;.s
hereunder, "ithout the prior consent of the CIIT.
1 S. A~eement Runs with the Land_
All of the provisions, rights, terms, coven2.J.i.ts, and obligations
contained in this Agreement shall be binding upon the parJes and their respecrh'e
heirs, successors and assignees, representatives, lessees, and all other persons acquiring
W.~e ProperLY, or 2.J.1)' portion thereof, or any interest therein, v,-hether by ope:-atio:1 of
law or in any manner whatsoever. All of the prO\isions 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, Semon 1468 of the
Civil Code of the State of California. Each covenant to do, or refrain from doing,
some act on the Property hereunde~, or with respect to any owned propeny, (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 pany and each successive owner during
its ownership of such properties or any portion thereof, and shall be a benefit to and a
burden upon each parry and its propeny 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.
Dublinf.AJameda Development Agreement
for General Motors Automall
Page 13 of 1 S
March 30. 1999
/~ oJ :Y7
20. Indemnification.
DEVELOPER agrees to indemnify, defend and hold harn1less Clnr, .
and its elected and appointed councils, boards, corrunissions, 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 v,'hich 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, prO\ided that DEVELOPER shall have no
indenmification obligation ,,\ith respect to negligence or \\Tongful conduct of Clu,
its contractors, subcontractors, agents or employees or V,1th respect to the
maintenance, use or condition of any improvement 2.J.'1.er the time it has been
dedicated to and accepted by the CITY or another public entity (except as prO\iged
in an improvement agreement or maintenance bond).
COUNTY agrees to indemnify, defend and hold harmless CIIT, 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 propeny damage which may arise directly or
indirecdy as a result of any actions or inactions by the COUNTY, or any actions or .
inactions of COUNTY's contractors, subcontractors, agents, or employees in
connection "dth the construction, improvement, operation, qr maintenance of the
Project, pro\ided L~at COU!\TTY sh::.ll have no indemnification obligation i\-:L'1
respect to negligence or \~Tongfu1 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 CrTI'" or
another public entity (except as provided in an improvement agreement or
maintenance bond). i
21. Insurance.
21.1 Public Liability and Property Dama~e Insurance. During
the term of this Agreement, DEVELOPER shall n1aintain in effect a 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. .As long as DEv'ELOPER
Dublinl..6Jameda Development Agreement
for General Motors AutomaJl
Page 14 of 18
March 30, 1999
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is a parJdpant in General Motors Corporation's self-insurmce program
DEVELOPER may self-in-sure.
21.2 W orker~ Compen~ation rn~urance. During the tern.1 of this
Agreement DEVELOPER shall maintain Worker's Compensation insurance for all
persons employed by DEVELOPER for work at the Project site. DEVELOPER shall
require each contractor and subcontractor similarly to provide Vlorker's
Compensation insurance for its respective employees. DEVELOPER agrees to
indemniry the City for any damage resulting from DEVELOPER's failure to mai~1:ai:;1
any such insurance,
21.3 Evidence of Insurance. Prior to CiIY Council approyal of
this Agreement, DEVELOPER shall furnish CITY satisfactory evidence of the
insurance required in Sections 21.1 and 21.2 and evidence that the carner is required.
to give the CI1Y at least fifteen days prior written notice of the cancellation or
reduction in coverage of a policy. The insurance shall o...'lend to the CITI'", its elecdy>:
and appointive boards, commissions, officers, agents, employees and representauyes
and to DEVELOPER performing work on the Project.
22. SC'\ver and ,'\, aTer.
DEVELOPER acknowledcres that it must obtain ,,\'ater and sewer
o
permits from the Dublin San Ramon Services District ("DSRSD") which is another
public agency not viithin ille conuol of CITY.
?.....
-:>.
Notices.
"AJ} notices required or provided for under iliis Agreement shall be in
writing. Notices required to be giv~n to CITY shall be addressed as follmvs:
City Manager
City of Dublin
P.O. Box 2340
Dublin, CA. 94568
Notices required to be given to COUN1Y shall be addressed as follows:
DublinfJ'lJ.amec.a Development Agreement
for Gene:-al Moto:s Automall
PaCTe 15 or 1 S
.::-
March 30. 1999
~D vt':37'
Patrick Cashman
Project Director
Surplus Propeny Authority of .Alameda County
225 W. \-Vinton Avenue, Room 151
Hayward, CA 94544
.
and
Adolph !\1aninelli
Director of Planning
County of Alameda
399 Elmhurst Street
Hay'ward, CA 94544
Notice required to be given to DEVELOPER shall be addressed 2S follo'\\'s:
Argonaut Holdings, Inc.
do G!\1 Vvorldwide Real Estate
39465 Paseo Padre Parkway, Suite 3700
Fremont, C-\ 94538
Anention: Timothy R. 1\1il1er, \'Vestern Regional1\1anager
and
.
.-\rgonaut Holdings, Inc.
485 \Vest Milwaukee Avenue
do Vvorld\vide Real Estate
Detroit, Michigan 48202
Attention: Director of Real Estate
and
Danner & Martyn, LLP
707 \-Vilshire Boulevard, Suite 5050
Los .A..ngeles California 90017
Attention: Robert C. Danner, Esq.
A party may change address by giving notice in \li'Iiting to the other party and
there~~er 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
DublinJ~AJ.ameda Development Agreement
for General Motors Automall
Page 16 of IS .
March 30, 1999
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e.A-piration or 48 hours after being deposited in the United States l\1ail. l\'oiices may
also be given by overnight courier which shall be deemed given the follov.ing day or
by facsimile uaTIsmission 'which shall be deemed given upon verification of receipt.
24. Recitals.
The foregoing Recitals are true and correct and are made a pan
hereof.
'r
-).
A~eement is Entire Under.c:tanding.
This Agreement constitutes the entire understanding and agreement
of the p2.J.-r.ies.
j/
_D.
Exhibhs.
TIle follOi\ing documents are referred to in this Agreement a,ld 2fe
attached heretO and incorporated herein as though set forill in full:
Exhihit A Legal Description of ProperlY
Exhibit B Additional Conditions
'1-:
- /.
Cn:1117 e::-naT1 c:.
This Agreement is executed in three (3) duplicate originals, each of
'which is deemed to be an original.
28. Recordation.
crTI'" shall record a copy of this Agreement within ten days
follo'\\ing execution by all parties.
IN ,VITNESS ,"'HEREOF, the parries hereto have caused this Ag:eement
to be executed as of the date and year first above written.
CITI'" OF DUBLIN:
Dublinl.L.Jameca Devclopment Agreement
for Gene:-al MOlors Automall
Page 17 of 18
March 30. 1999
By:
Mayor
Attest:
By:
Citv Clerk
..
Approved as to FOID1:
City Attorney
SURPLUS PROPERTY AUTHORl1Y
OF AL-\Jv1EDA COUNTY:
Date:
Adolph MarJ.nelli
Its Manager
Appro\'ed as to Foml:
Attorney for Surplus Properry
Authority of the County of A.lamedi -
.ARGONAUT HOLDING, INC.
Its:
(Name)
(Title)
Date:
;<) ~-( :31
Date:
.
Date:
.
(NOT.ARIZATION ATTACHED)
E:-;,S :rja:
J:W\'PD\MJ'':RSW\114\115\AGREE\GM'&''UTODA.330
Dublinll.J.amec.a Development Agreement
for General Motors Automall
.
Page 18 of 18
March 30. 1999
;<:3 c6 3'7
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State of California )
) ss.
County of Alameda )
On
before me, a Notary Public.
perso~ally appeared
personally known to me (or proved to me on the basis of satisfaclOry e\idence)
to be the person(s) 'whose name(s) is/are subscribed to the "ithin instrument and
ackno'wledged to me that he/she/they executed the same in his/her/their
authorized capaci'cy(ies), and that by his/her/their signature(s) on the inSIIument
the person(s), or the entity upon behalf of "which the person(s) acted, executed
.
L'1e insuument.
VVITNESS my hand and official seal.
NOTARY PUBLIC
.
r?- t/ at :5 7
EXHIBIT A
Legal Description
Parcels A, B & C on tract map 7250, recorded on December 23, 1998 at 98449709.
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EXHIB IT B
Additional Conditions
The following Additional Conditions are hereby imposed pursuant to
Paragraph 5.3 above.
Subpara~raph 5.3. I -- Sub~equent Discretionary Appro,'aIs
None.
Subparagraph 5.3.2 -- l\1itigation Conditions
Subsection a.
Infrastructure SeauencinO' Provram
.... --
The Infrasuuaure Sequencing Program for the Projea is set fonh beloi....
(i) Roads:
The projea-specinc road"way improvements (a,11d offers of dedication)
described below and those identified in Resolution No. 98-33 of the Planning
Commission Approving Tentative Parcel Map 7250, Conditional Use Pem1it and Site
Development Review shall be completed by DEVELOPER to the satisfaaion of the
Public \\lorks Director at u1e times and in the manner specified in Resolutio:1, ::\'0.
98-33 unless otherwise provided belmv. .All such roadway improvements shall be
constructed to the satisfaaion and requirements of CI1Y's Public '^larks Director.
A. Dublin Boulevard Brid?e (Condition 59)
COUNTY shall construct the improvements required by Condition
No. 59 of Resolution No. 98-33 when determined necessary by the Public """arks
Director.
B. I-580 at Santa Rita RoadlTassaiara Road Eastbound Off
,
Ramp
Condition No. 68 of Resolution No. 98-33 shall be re,ised to
delete such subparagraph (F) "Santa Rita RoadlI-580 Eastbound R2.mpslPimlico Drive
improvements (Condition 63)".
Dublin/Alameda Development Agreement
for Gene:-al Motors Automall - Exhibit B
Page 1 of 10
March 30. 1999
;(b 0637
C. Miscellaneous
.
The obligations of Condition Nos. 61, 63, 64, 65 and 66 of
Resolution No. 98-33 and any other conditions of such resolution which are to be
completed ''',"hen determined necessary by the Public \\Torks Director" (liThe Deferred
Conditions") shall be of no force or effect until DEVELOPER obtains the first
building permit for the Project. Once effective, such obligations shall, survive
tem1ination of this Agreement. .
Unless already provided, within sb.:ty (60) days of the Effectiye
Date, COUNTY shall provide CITY with security for the costS of design and
construction of The Deferred Conditions in an amount satisfactorv to the Public
-'
'Yorks Direaor. The security may consist of a document, satisfactory to the City
Anorney, pledging COUNTIS existing credits against payment of the traffic impaCt
fees as securiLy. The security required by the preceding semences is not a subsLim!e
for the In1provement Agreement and bonds required by Subparagraph 5.3.2,
subsection (b) (ii) and (iii) below.
DEVELOPER and COUNTY shall be responsible for uansitioning
e.."\jsting improvements to match improvements required by !his Agreement, including
dedications, to the satisfaaion of the CIITs Public \"lorks Direaor. .
(ii) Sewer
.All sanitary sewer improvements to serve the project site (or 2.J."1Y
recorded phase of the Project) shall be completed in accordance ,'dth the tentative
subdivision map and DSRSD requiren:ents.
(iii) Water
.An all v,reather roadway and an approved hydrant and water supply
system shall be available and in service at the site in accordance vd!h the tentative
subdivision map to the satisfaction and requirements of the CrTYs fire depanment.
All potable water system components to Selye the project site (or any
recorded phase of the Project) shall be completed in accordance "i!h the tentative
subdivision map and DSRSD requirements.
Recycled water lines shall be installed in accordance "ith the tentative
Dubiin/Alameda Development Agreement
for General Motors Automall . Exhibit B
Page 2 of 10
March 30. 1999
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;)
subdivision map.
(iv) Storm Drainafe
Prior to issuance of the first Certificate of Occupancy for any building
. ",hich is pan of the Project, the storm drainage systems off site, as well as on site
drainage systems to the 2;reas to be occupied, shall be improved to the satisfaction
and requirements of the Dublin Public '\^,~orks Depanmem applying CITY's and ZO!le
7 (.AJarneda County Flood Conuol and ,\Vater Consen.ation District, Zone 7)
standards and polides '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 110w from off site and shall have
erosion conuol measures in place to protect dmvnsueam facilities and propenies from
erosion and unclean stOrol water consistent ''lith the Drainage Plan. As used herein,
"Drainage Plan 17 shall refer to CITY's master drainage plan.
(v) Other Utilities (e.g. gas. electricity. cable televisions. telephone)
Consuuc-Jon shall be complete by phase prior to issuance of the nr5t
Certificate or Occupancy for any building 1\ithin that specific phase of occupancy.
Subsection b.
J\1isceIIaneous
(i) Com~Jetion May be Deferred.
N onvithstanding the foregoing, CITY's Public '\^l arks Director may, in
h~s or her sole discretion and upon receipt of documentation in a form satisfactory to
the Public '\Vorks Director that assures completion, allow COUNTY to defer
completion of discrete portions of :fuy 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 '\'Yorks Director determines that to do so '!\Tould not jeopardize
the public health, safety or welfare.
(ii) Improvement Agreement
Prior to consuucting the Improvements desaibed in Subparagraph
5.3.2(a) above (including The Dderred Conditions), DEVELOPER or COUNTI
shall submit plans and spedfications to CInns Public vVorks Director for re\iew and
approyal and shall enter into an improvement agreement vii.th Cln' for consLruction
Dublin!}Jameda Development Agreement
for General Motors Automall - Exhibit B
Page 3 of 1 0
March 30. 1999
;(~ %'57'
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 including, but not limited
to, "Precise Plans" for Eastern Dublin Santa Rita Area prepare for the Surplus
Property Authority by Brian Kangas Foulk ("Precise Plans"). Vvith respect to the
Deferred Improvements, the Improvement Agreements required herein are not
required until the Deferred Conditions are determined to be necessary by the Public
\ Vorks Director.
(iii) Bonds
Prior to execution of the Improvement Agreement, DEVELOPER or
COUNTY (or its assignee) shall provide a cash monument bond, a perforn12.nce bond
and labor and materials bond or other adequate security to insure that the
ImprovementS described in Subparagraph 5.3.2(a) above (induding The Deferred
Conditions) \\ill be constructed prior to the times specified above. The perfo~Tnance
bond or other security shall be in an amount equal to 100% of the engineer's estimate
of the cost to construct the improvements (induding design, engineering,
administration, and inspection) and the labor and materials bond shall be in an
amount equal to 50% of the engineer's estimate. The bonds shall be written by a
surelY licensed to conduct business in the State of California and approved by CITY's .
City Manager. "Vith respect to the Deferred Improvements, the Donds required
herein are not required until the Deferred Conditions are detemlined to be necessary
bv the Public \Vorks Director.
~
(iv) Ri~ht to Construct Additional Road Improvements
'Vith the prior 'written consent of CrITs Public "'"orks Director,
DEVELOPER or COUNTY may cohstruct roadway improvements 'which are not
desaibed in this Exhibit B if such improvements are described in the resolution
establishing the Eastern Dublin Traffic Impact Fee and if such improvemen!.S are
constructed in their ultimate location.
DEVELOPER or COUNTY shall be required to enter into an Improvement
Agreement and provide bonds for such improvements, as provided in Subsecdon
(b )(ii) and (ill) above, prior to construction. CITY shall provide a credit to
DEVELOPER or COUNTY for the cost of such improvements in the manner and
subject to the conditions provided in Subparagraph 5.3.6, Subsections (a), (b) and
(c).
Dublin/.Alameda Development Agreement
for Ge:1eral Motors Automall. Exhibit B
Page 4 of 10
March 30. 1999
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;<"1 15 _'3 /}
(v) Landscaping Along '1-580 Frontage
No later than issuance of the first Certificate of Occupancy, for Parcel lie" (the
7.536 acre parcel adjacent to 1.580 on Tentative Map No._7250) DEVELOPER will
install landscaping along the frontage of the Propeny adj3cent to I-580. Such
landscaping will be installed within the Caltrans' right.of-way and will be as approved
by CITY and, if necessary, by Caltrans. Following installation of the landscaping.
CITY vvill enter into an agreement with Caltrans for maintenance of the landscaping,
and DEVELOPER will enter into an agreement with CITY simultaneously whereby
DEVELOPER vvill satisfy CITY's maintenance obligation pursuant to CITYs
agreement 'with Caltrans.
(vi) ~scaping Along Pe!imeter of Property
No later than issuance of the first Certificate of Occupancy for the
Property, DEVELOPER ",ill prepare a plan satisfactory to CITY's Community
Development Director sho\"lwg all perimeter landscaping for the propeny. The
perimeter landscaping for Parcels A. B and C, shall be as follows: a ntinimwn of 20'
Wide transitional landscaping adjacent to the Tassajara Creek Corridor; a minimwn of
20' wide landscaping buffer adjacent to 1.580; a minimum of 10' wide landscaping
adjacent to the north/south street (shown as "Miller Court" on the parcel map
[officially named John Monego Court]); and a minimum of 15' landscaping adjacent
to Dublin Boulevard. The landscaping that is associated with Parcels A, Band/or C
shall be installed prior to Certificate of Occupancy for eadl such parcel consistent
with the Landscaping plan.
If a Certificate of Occupancy is issued for Parcels A and/or B prior to insurance
of one for Parcel .<LC." DEVEL013ER shall maintain the 20' wide landscaping buffer
adjacent to 1-580 in a 'Weed-free and Iitter.free manner until it is landscapec;i.
(vii) Loudspeaker Noise
DEVELOPER will ensure that no loudspeakers or amplified music shall be
permitted in association with the normal use Or operation of any business on thic\ site.
DEVELOPER agTees that CITY will append the foregoing language to the end of
the Conditional Use Pennit (Planning Commission ,Resolution No. 98-33).
DublinlA.la.meda Development Agreement
for G<-..neral Motors Automall- bdUblt B
Page 5 of1 0
March 30, 1 999
~D1f3'1
Subpara~raph 5.3.3 -- Pha$ing. Timing
With 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 within any period of time set by CI1Y. It is
the intention of this p~ovision that DEVELOPER be able to develop the Propen:y in
accordance ,..ith its own time s0edules and the Project Approvals.
.
Subparagraph 5.3.4 -. Financing Plan
DEVELOPER will install all street improvements necessary ror the Project at its
own cost (subject to credits for certain improvements as prO\ided in Subparagraph
5.3.6 belo"i''i).
Subsecdon a.
Traffic Impact Fees.
DEVELOPER shall pay all traffic impact fees applicable ~o 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 an1endments to such fee.
DEVELOPER, COUN1Y and CITY acknowledge that COUNTY is entitled
to cert2.in credits ("1991 Credits") against payment of the Traffic Impact Fee for
Eastern Dublin by separate agreements previously entered into between COUNTY
and CITY 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 bet"i\Teen COUNTY and CITY.
COUNTY agrees that, norwithsunding its entitlement to such 1991 Credits, its
1991 Credits cannot be applied against payment of the "Section 2" ponion of the
Dublin!_~2In:da Development Agreement
for Gene...-al Motors Automall . Exhibit B
Page 6 of 10
March 30, 1999
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3/15:31
Traffic Impact Fee for Eastern Dublin for the Project. DEVELOPER (and its
assignee) ,'\'ill, rather, pay the "Section 2" ponion of the fee in cash.
COUNTY funher agrees that it (and its assignee) will use the 1991 Credits
and/or Prior Agreement Credits against one-half (lh) of the "Section 1" ponion of the
Traffic Impact Fee for Eastern Dublin for the Project provided that it has sufficient
such credits. CITY shall detem1ine which of the 1991 Credits and/or Prior
Agreement Credits shall be used pursuant to this paragraph.
Not\\ithstanding anything herein to the conuary, DEVELOPER funher
agrees that it (and its assignee) will pay at least seven percent (7%) of the "Section 1"
ponion of me Traffic Impact Fee for Eastern Dublin in cash.
Subsection b.
Traffic Impact Fee to Reimburse Pleasanton for Fre-e'Y2:r
Interchanges.
DEVELOPER shall pay the Eastern Dublin 1-580 Imerchange Fee
established bv City of Dublin Resolution No. 11-96 as amended bv Resolution No.
. - ~
155-98 and by any subsequent resolution which re"\ises such Fee.
Subsection c.
Public Facilities Fees.
DEVELOPER shall pay a Public Facilities Fee in the amounts and at the
limes set fonh in City of Dublin Resolution No. 32-96, adopted by the City Council
on l\1arch 26, 1996, or in the amounts and at the times set forth in any resolution
revising L"l-1e amount of the Public Facilities Fee.
Subsection d. Noise Mitip"ation Fee.
-,
DEVELOPER shall pay a Noise :M.itigation Fee in the amounts and at the
times set fonh in City of Dublin Resolution No. 33-96, adopted by the City Council
on l\1arch 26, 1996, and any amendments thereto.
Subsection e.
School Impact Fees.
School impact fees shall be paid by DEVELOPER in accordance ,,,iili
Government Code section 53080 and the existing agreement between COUNTI and
the Dublin Unified School District,
Dublin/..6Ja.'Tleda Development Agreement
for Gen~.-a.l Motors Automall - Exhibit B
Page 7 of lO
March 30. 1999
3;2. cB..! "? .
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 Transponation Development Fee in
the amount and at the times set fonh 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.
Subsection h.
Dedications
COUNTY agrees to dedicate the follo'wing propeny required for road'way
improvementS to CITY and both the land and groundwater shall be free of hazardous
substances:
1. Approximately 311 on the 'west side of Tassajara Road from Dublin .
BouleY2Id to Gleason Drive, as shown in the "Precise Plans".
5ubpar2.~raph 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 establisning the Eastern Dublin Traffic Impact Fee if such
improvements are constructed by the DEVELOPER in their ultimate location
pursuant this Agreement.
.All aspects of use of the credits shall be governed by CITY's
Adminisuative Guidelines governing traffic fee credits and reimbursements
(Resolution No. 23-99).
Subsection b. Traffic Impact Fee Right-of-Way Dedications Credit
CITY shall provide a credit to COUNTY for the following TIF area right-of~
.
Dublinl..t>J2.m~da Development Agreement
for Gene:al Motors Automall - Exhibit B
Page 8 of 10
March 30, 1999
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33_rb 31
way to be dedicated by COu'NTY to CITY'ivhich is required for roadway
improvements which are described in the resolution establishing the Eastern Dublin
Traffic Impact Fee:
1. .Any portions of Tassajara Road (from Dublin Boulevard to
Gleason Drive) and Dublin Boulevard (from Tassajara Creek to Tassajara Road)
which are in the TIP area.
All aspects of use of the credits shall be governed by CIn~'s Admin:sII"2.th'e
Guidelines governing traffic fee credits and reimbursements (Resolution No. 23-99).
Subpara~raph 5.3. 7 ~~ NfisceIIaneous
- Subsection a.
Landscaping l\.1aintenance Along Streets and Creek
Cln' has formed a landscape maintenance district kt.iO"\'il1 as the
"Landscape 1\1aintenance .Assessment District No. 97-1 (Santa Rita .Area)" pu.rsuant
to a petition from COUNTY, and imposed an assessment against the Properry to pay
for sueet and creek landscape maintenance. In addition, on September 24, 1996,
COUNTY recorded a Dedaration of Covenants, Conditions and Restrictions \,,'hich
covers the Propeny, whereby COUNTY, on behalf of itself and its successors, has
covenanted to pay a "Deed .Assessment" to CITY for maintenance of street and creek
landscaping.
Subsection b.
One-time Increase in Credits and TIF Fees
It is contemplated that CITY will amend the TIF to increase the amount of
the TIP fee due to increases in construction costs and land values. In the event that
CITY so amends the TIP in 1999, and notwithstanding CITY's Administrative
Guidelines, CITY will make a one-time adjustment to the amount of any credit <which
COUNTY has previously been given pursuant to this agreement so that the amount
of the credit shall be based on the consuuction costs used by CITY in its updated TIF
if the credit is for constructing improvements and/or on the land values used by CITY
in its updated TIF if the credit is for dedicating land. 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'i",ill pay to CITY the difference between the TIF fees
previously paid and the amount that DEVELOPER would have paid if the re,ised
Dublinl.AJameda Development Agreement
for General Motors Autornall - Exhibit B
P2.ge 9 of 10
March 30, 1999
31/ cO' :3. '/
TIF fees had been in effect at the time of payment.
The following example illustrates the provisions of the preceding
paragraphs. .Assume that COUNTY dedicated land for Dublin Boulevard (a Section
1 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 included in the TIF as of
!\1ay I, 1999. Assume further than on 1\1ay 15, 1999, the City Council amends the
TIF, to be effective on July IS, 1999. to increase land values. Assume funher thaI
the land value for the dedicated land in the revised TIF is 53,000,000. On July 15.
1999, CITY will increase the amount of credits for COUNTY from $2,000,000 LO
$3,000,000. In this example, DEVELOPER pulled a building pennit on 1\1a)' 5,
1999 for a 10,000 - square foot building and had paid Section I TIF fees in the LOtal
amoUnt of $300,000 ($300 per 1,000 square feet). If the Section 1 TIF fee is
increased to $400 per 1,000 square feet effective July 15, 1999, DEVELOPER "ill
owe CITY an additional $100,000 on July IS.
EHS:rja
J:\WPD\M.",;rRSW\114\115\-\GRE\GM_EXB.330
Dublin/Alameda Development Agreement
for General Motors Automall - Exhibit B
PagelOof10
March 30. 1999
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3S 05 f;1
ORDINANCE NO.
.
AN ORDINANCE OF THE CITY OF DUBLIN
APPROVING THE DEVELOPMENT AGREEMENT BETWEEN
THE CITY OF DUBLIN,
ARGONAUT HOLDING, INC. (P A 98-007) and
ALAMEDA COUNTY SURPLUS PROPERTY AUTHORITY
FOR THE GENERAL MOTORS AUTOMALL PROJECT
THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLO'''S:
Section 1.
RECITALS
A. The proposed General Motors Automall Project (P A 98-007) 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), Campus Office (CO) and Stream Corridor/Open Space 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 91103064). 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 General Motors Automall 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. Argonaut Holding, Inc., have filed an application requesting approval of a development
agreement for the General Motors Automall project.
E. A Development Agreement between the City of Dublin, Argonaut Holding, Inc., 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 April 13, 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 20, 1999, for which public notice was given as provided by law.
ATTACHMENT 2
3~ ~ '!; '/ .
1. The City Council has considered the recommendation of the Planning Commission at the
April 20, 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 DETERMINA TJONS
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:
I. 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), Campus Office (CO) and Stream Corridor/Open
Space uses and the proposed project is a series of automobile dealerships 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 General Motors Automall Project.
.
3, The Development Agreement is in conformity with public convenience, general welfare
and good land use policies in that the General Motors Automall 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 of the 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. APPROVAL
The City Council hereby approves the Development Agreement (Attachment to the Staff Report)
and authorizes the Mayor to sign it.
.
Section 4. RECORDA TJON
Within ten (10) days after the Development Agreement is executed by the 11
shall submit the Agreement to the County Recorder for recordation.
Jr, the City Clerk
. "
'31
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31
. Section 5. EFFECTIVE DATE AND POSTING OF ORDINANCE
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 _ day of May,
1999, by the following votes:
A YES:
NOES:
ABSENT:
ABSTAIN:
MAYOR
ATTEST:
.
CITY CLERK
G:PA 98-063 Ord DA
.