Loading...
HomeMy WebLinkAbout4.02 Sorrento East Tr 7651The primary purpose of the Tract 7651 improvements is to provide access to the site of the Kolb Elementary School on Palermo Way. The Dublin Unified School District initially planned to start the school construction in the spring of 2009 but now has postponed the start of the school construction until no earlier than the Spring of 2011. Regent Properties commenced construction of the improvements in late 2008, and the work is now substantially complete. The improvements the developer is obligated to provide for the school include completing the joint trench and street lights, installing the final layer of asphalt concrete pavement, and installing traffic signing and striping. The City desires that the Tract 7651 improvements not be completed and accepted by the City until the school construction is completed and the street serves a purpose. Since the school construction has been deferred, Regent Properties is now unable to complete the improvements and obtain release of its security. In order to remedy this, Regent Properties entered into an agreement on August 25, 2009, with the Dublin Unified School District to complete the remaining improvements needed for the school at the time the school is constructed (Attachment 3). In the event that Regent Properties records a Final Map for development prior to the school construction, the remaining Palermo Way improvements and landscaping would be included in a new Tract Improvement Agreement. In the interim, the uncompleted street will remain fenced off from public access. RECOMMENDATION: Staff recommends that the City Council adopt the Resolution Approving Release Of Security For Tract 7651, Sorrento East. Page 2 of 2 .~ ~ ~ ~ ~ ~ ~ ~~m ~ ~ r ~O a ~ ~~ S ~ 8 8 o~~~"~g~"~s~ o~ ~~ R~ ~~ ~~ ~~ ~a ~~ a~ g$ ~? ~ ~~~ m ~~W~~~ ' W~~t ~g4~! ~~~~~m3 F a ~=~~~o~~=m~~~~ ~m ~~~~~a~~a= ~mzs~~~~~~a~~s~: ~ ~ e~~ ~~ ~ ~g~ m ~ ~ s .~ ~~ ~ Jig s o~~~}~ ~~ ~s~ ~ ~~ ~~ ~~~~ ~~ ~~~~~p o~ r-I ~~ ~~ ~~~ z a~ a F p w~~ ~ o~wx i` ~ U C a O w A ~ ~w~ ~~ ~°~ o~ y; G.~~ ~° o A yG ~NC G ~~ ~i ^S ~ SE<40~~ ~ ~i O V Z ~m ~i ~~ ~a ~a ~a ~~ H J~ ¢= W~ ¢ ~m ~ W ~ rc ¢ z z rc rii3j ~3 ~3~ e m ' 1~ W n O O ~~ o~ ~v~ ~V W rn O~ ~ ~ ~ W ~ J •• ~O f-j~ ~ ~~ ~ m ni Z~UW ~ W ~~ ~~iz - }_ StSt ~3 M~3~ Fq A [~] a ~ Q ~ ~ ~ ~ a ~sH six ~o~ ~~i ~~~ ~i ~i W~ =~8 ~~~ w9g ~~~~ ~ ~~H ~~~U -~~~ o O Hi ~~ .-~ ~~~ 'a °m a ~ z 3~ ~~bLSm~u~~ ~ I a~NW w ~ ~ I 8 BE-,R1 ~~~t1~E~-~'~ i~ o I n ~ ~ /~ i i o % ~~W $.i ~WO~ ~~~~~ ~~~": 9~~n ~,~.~~ ~m~~ ~m~~ itio ooh ~ \ ~y °m~ ~~~ ~8m~ _ \ ~x i~ ~~ ~mw Zg ~ 3~\~,\~~r \ i i~---~\ y~ssG <CZ ~3 - ors: ''a \ ~~ , ~w-w, zsox ~.zizora~ ~ e ~ 3jb6"d 1 ~ ~~ / /~\~ ?\ \ Vii/ ~'~•'~~1 ,_4,,c1'_~ . BNDY•-0.y~~,~~lY; ~ ~3j?j ~ ~ ~~'S/ 1 N~~~~ k~N~ i~ H~°~~ a ~J ~a~g3 ~J ~ ~ $ ~G` $~ ~~~~~ 5 S2 ~o }k~ oa ~ ~m~~°s 0 e~~~~~~~ ~~s~ ~~~ "~.~~ m~ ..~o~~~~~~~ ~~r \~~ ' m ~ a ~ r,o G. , ~ ~ l ~N N ~`^ Z. ~a11 b Fd \ +4$\ ~ ~ ` b `yg~ ~ ~ e d 1 ~~~ ~~~ ~ ~11 ~ 1 0 b N~ m ~1m°l ~ ~ ZA N ac N `- T I r V ~ l I a I KN I ~~ ~ 1 Y 1 I ~l~ ~~"~ c7~_ ~ ' "l I > I~ ~ J U I^ 1'~Q ~ ~y "~' I~ I °S ~ „`~ W $i 3 C ° IZ W ~ 1 ~C~ m YRAGT 51458 291 M Pi Hp4.~~odw 'S3'Otl'W 136.54' M-M ~~ 7R,4CT 74477 6ry 297 M i_ ~~;, 2$w Rg.57 ~~ I a ~~ el~~' ~~ ~g N O (x/1 ~5-~- , ~~ ` \~t1 N ~~ ~~~ ~m 'I~ ~' ~ N ~~~I r 1 / , i~~ 3 ~~~ ~~ti~A ~'' gib F `J' N, °I 'l1' o Q° .r l Z ~~a~~; °~ ~: ~ ~ 3 Nppp ~'l~mm~q~r`~~I I~~I ~~ N~n m~T~~~ ~N ~I~~~_1.; 3~r ~ ~ ~1.6~ NI~ v~ ry / \T1''~' ~ ~• 89.1111 3•FLF ~~ N` ~ 31i~6Y.l iN 8 ° ti ~ m ro ass-ta W ~~ ~3 ~ ~ i 9 ~ ~ 1 ti~ ~~~ ~~-~ 1~ ATTACHMENT /. ~~, f a,~ ~oie~ - a of- is RESOLUTION N0.7-o9 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN PARTIAL RELEASE OF SECURITY FOR TRACT 7651, SORRENTO EAST WHEREAS, the subdivider of Tract 7651, SR Structured Lot Options I, LLC, a Delaware Limited Liability Company (Regent Properties), filed the Tract 7651 Final Map on November 7, 2008, in Book 303 of Maps at Pages 77-81, and previously entered into a Tract Improvement Agreement with the City of Dublin dated July 15, 2008 to improve said Tract in accordance with plans on file with the City Engineer (Resolution 132-08); and WHEREAS, the improvements for Tract 7651 are more than 80% complete in accordance with said plans, and any approved modifications thereto, to the satisfaction of the City Engineer; and WHEREAS, the Performance and the Labor and Materials Security can be partially released in accordance with the authority contained in §66499.7 of the Government Code of the State of California. NOW, THEREFORE, BE IT RESOLVED that: The Irrevocable Standby Letter of Credit No. SLCWMIL02594 in the amount of $1,342,000.00 issued by provided U.S. Bank National Association for the Performance and the Labor and Materials to construct the Tract 7651 improvements be reduced to an amount of $412,000. PASSED, APPROVED AND ADOPTED this 6th day of January, 2009, by the following vote: YES: Councilmembers Biddle, Hart, Hildenbrand, Scholz, and Mayor Sbranti NOES: None ABSENT: None ABSTAIN: None .~ c i~~~ ~. Mayor ATT ST: ~P City Clerk Reso No. 7-09, Adopted i-6-09, Item 4.l 0 Page 1 of 1 ATTAC~T Z 3~-ia ELEMENTARY SCHOOL SITE DEDICATION AGREEMENT AND ESCROW INSTRUCTIONS This ELEMENTARY SCHOOL SITE DEDICATION AGREEMENT AND ESCROW INSTRUCTIONS ("Agreement's is entered into as of August ~, 2009 {"Effective Date's by and between SR STRUCTURED LOT OPTIONS i LLC, a Delaware limited liability company ("Owner' and the DUBLIN UNIFIED SCHOOL DISTRICT ("District"). 1. SITE Omer owns or controls the elementary school site which is commonly referred to as E-3 or the Town Center Site. It is more particularly described in Attachment 1 to this Dedication Agreement {"Site'. a. District confirms that the Site meets the following conditions and is acceptable for District's intended use as an elementary schaoi: is a minimum often (]0) net usable acres. ii. is rough-graded to plus/minus two percent (2%) slope. iii. except as provided in the following sentence, has utilities stubbed to the back-of-curb. Owner has disclosed that permanent power has not yet been provided to the Site. Not later than April 1, 2011, Owner shall ensure that permanent power is available to the site through PG&E. The District shall cooperate with PG&E to enable PG8cE to provide such permanent power to the Site. iv. has public streets installed on two (2) sides; provided, however, that Owner shall install the final asphalt cap on Palermo Way by April 1, 2011 _ The District shall be responsible for any damage to the street caused by the District or its contractors in connection with the conswction of the school. Owner shall not be in default under this subsection if the City or any other applicable authorities delay any permits needed by Owner to complete such work. 2. DEDICATION. Owner shall dedicate .the Site to District, free of all liens or encumbrances. other than Permitted Encumbrances, pursuant to the provisions of this Agreement. a. The parties acknowledge that the District has obtained an appraisal for the Site dated August 22, 2008, prepared by Smith and Associates ("Appraisal") and that the Appraisal states that the appraised value of the ATTACHMENT 3. of 10l Site is Nineteen Million Two Hundred Thousand Dollars ($19,200,000) (the "Appraised Value"). b. The District acknowledges and agrees that the dedication of the Site in its current condition shall satisfy the entirety of O-mer's mitigation obligations under any and all agreements pertaining to the Site. 'I~his includes, without limitation, any agreements entered into by the District with any of Owner's predecessors-in-interest or other party which has or had authority to bind the Property (collectively the "Agreements'. c. The parties acknowledge that the Appraised Value, as described above, is exceeded by Owner's obligations under the Agreements. 3. ESCROW a. Opening of Escrow. Within three (3) business days aflcr the Effective Date, Owner shall open an escrow ("Escrow") with First American Title Insurance Company ("T tlc CompanY'~ by delivering to Title Company one (1) fully executed copy of this Agreement. b. Close of Escrow. The closing of the conveyance oC the Site to District ("Closine'~ shall occur not more than ten {!0} days following Owner's delivery of the offer of dedication ("Offer of Dedication's in the foam attached as Attachment 2 to this Agreement ("Grant Deed"), or on such other date mutually agreeable to the parties ("Closing Date"). 4. CONVEYANCE OF TITLE a. Title. Title to the Site shall be conveyed by Owner to the District pursuant to the Offer of Dedication. District shall accept the Offer of Dedication in the form attached as Attachment 3 to this Agreement ("Acceptance of Dedication'? no later than ten (10) days after the Offer of Dedication is made. b. Easement Agreement. At Closing, District shall grant to Owner with respect to the Site a temporary construction casement for construction of a retaining wall (the "Temporary Construction Easement's in the form attached as Attachment 4 to this Agreement The retaining wall shall not be on the District's site. 5. CONDTITON OF TITLE. a. Title Report. The parties arc in possession of the ALTA Commitment for Title Insurance dated July 9, 2009 (the "Title Policy") for the Site prepared by First American Title Company. A copy is attached as Attachment 5. 2 5~-~a b. Permitted Exceptions. Title to the Site shall be conveyed free and clear of all liens and encumbrances, other than the exceptions and exclusions listed below (the "Permitted Exceptions"): Any and all public utility casements, limitations on abutter's rights and other exceptions in the nature of utility easements which do not materially interfere with or limit the use of the Sitc by District for school purposes; and ii. The District accepts the following exceptions listed in the Title Report as Permitted Exceptions: Exception Numbers I through l3 [subject to DUSD confrrmation offinalALTA]. All other exceptions listed in the Title Policy are rejected. iii. The Temporary Construction Casement. 6. ACCEPTANCE OF SITE AND CLOSING a. Acceptance of Site. Within 10 days following the Offer of Dedication, District shall accept the Site through the Acceptance of Dedication. Owner and District shall thereafter immediately provide written instructions to the Tiilc Company to proceed with the closing in the manner described in this Section 6. b. Closing Conditions. The Closing is subject to the satisfaction of the following closing conditions {the "Closing Conditions"}: i. Each party shall have performed a[I of its obligations under this Agreement; and Upon payment of all of the Title Company's fees and expenses by Owner, the Title Company has committed to issue the Title Policy, insuring fee title to the Site vested in the District, subject only to the Permitted Exceptions. c. Owner's Deliveries. On or before the Closing Date, Owner shall deliver to the Title Company the following executed documents: Offer of Dedication; ii. Temporary Construction Easement; and iii. Such other documents and instruments as may be required by this Agreement or reasonably requested by the 'title Company in order to consummate this transaction. ~~ia d. District's Deliveries. On or before the Closing Date, District shall deliver to the Title Company the following executed documents: i. Acceptance of Dedication; ii. Temporary Construction Easement; and iii. Such other documents and instruments as may be required by this Agreement or reasonably requested by the Title Company in order to consummate this transaction. e. Concurrent Conditions. On the Closing Date, the following shall occur, all of which shall be deemed concurrent conditions: i. The Title Company shall record the Offer of Dedication and the Acceptance of Dedication in the Official Records of Alameda County, California (the "Official Records"); ii. Owner shall deliver possession of the Site to the District free and clear of any tenancies and parties in possession; iii. The Title Company shall issue the Title Policy; iv. The Title Company shall deliver a fully executed copy of the Temporary Construction Easement to each party; and v. Each party shall have deposited with the Title Company all documents, monies and written escrow instructions as may be necessary for dedication and acceptance ofthc Site. f. Closing Costs. Owner shall pay all chazges and expenses associated with the Closing, including without limitation transfer stamps and any other transfer taxes; all escrow fees and charges; all recording fees; the cost of the Title Policy; and any miscellaneous costs as determined by the Title Company. 7. Taxes. From and after the Effective Date, the District shall cooperate with Owner by executing any necessary documentation in connection with Owner's efforts to obtain a separate tax parcel for the Sitc and join in any petitions submitted by Owner for relief from any taxes and assessments paid by Owner relating to the period after the dedication of the Site to District. Further, Owner shall be entitled to a credit against future school mitigation fees due (pursuant to Califomia Government Cade section 65995, et seq.) for residential development within the District's boundaries totaling Forty-Six Thousand Six Hundred Dollars ($46,600.00) (the "Credit"). The Credit shall be applied to the first forty-nine (49) residential building permits approved for Owner's (or Owner's successor- in-interest) project. The Credit represents one-half of the estimated property taxes to be levied on the Site from January 1, 2009 through July 31, 2009. ~~-ia 8. Representations and Warranties. As of the Closing Date, except as previously disclosed to the District (and in the event Owner acquires knowledge that any such representation or warranty is no longer accurate prior to the Closing Date, Owner shall immediately advise District of same), Owner represents and warrants that: a. It has made all disclosures and provided all notices to District which arc required by Section 25359.7 of the California Health and Safety Code (the "CI ISC"}; and b. It has disclosed in writing and notified District of any and all material facts actually known to Owner which would materially affect District's intended use of the Site as a school; and c. To Owner's actual knowledge, there has been no production, storage or disposal on the Site of any I~Iazardous Material (as defined below) by Owner or, to Owner's actual knowledge, by any previous owner or tenant of the Site; and d. To Owner's actual knowledge, Hazardous Materials have not been dumped, buried, leaked, or otherwise released upon, in or under the Site or allowed to pass on, under or through the Sitc at any time during or prior to Owner's ownership of the Site; and c. To Owner's actual knowledge, Owner has complied with all laws, rcgutations, and ordinances relating to the use of all Hazardous Materials used on the Site; and f. To Owner's actual knowledge, there is no proceeding or inquiry by any federal, state or local governmental agency with respect to the use, production, storage, release or migration of Hazardous Materials on, through or across the Site. Notes: !. "Hazardnrts Material" means any hazardous or toxic substance, materia/ or waste that is: (i) regulated by any local governmental authority, the State of California or the United Slates; (ii) defined as an "acutely hazardous waste," "extremely hazardous waste," "hazardous waste," or "waste" under Sections 25110.02, 25115, 25117' or 25124 or listed pursuant to Sections 25141 and 25141.5 of llie California Health and Safety Cody Division 20, Chapter 6:S (Hazardous Waste Control); (iii} deferred as a "hazardous material," "hazardous substance," or "Hazardous waste" under Section 25501 of fire California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (iv) defined as a "hazardous substance" under Section 25281 ojthe California Health and Safety Code, Division 20, Chapter 6r7 (Underground S[orage of Hazardous Substances); (v) petroleum; (vi) asbestos; {vii) listed under Chapter 10 of Division 4.5 of Title l2 or defined as hazardous or extremely ~ o~ is hazardous pursuant to Division 21.5 of Title 26 of the California Code of Regulations; (viii) designated as a "ltazardaus waste" pumuant to Section 6903 of the Federal Resource Conservation and Recovery Act, 42 U.SG Section 6901 et seq.; (cr) defined as a "hazardous substance" pursuant to Section 9601 of the Comprehu:.rive Environmental Response, Compensation and Liability Act, 4l U.S G Section 9601 et seq.; (x) any flammable substances or explosive; or (xi) any radioaclive material; 2. For purposes of this Agreement, the phrases "to Owner's actual knowledge ; "actually known to Owner, "knows" (as used in Section 2S3S9.7 of the CHSG~, and "reasonable cause to believe" {as used in Section 25359.7 ojthe CHSC) means the actual, current, present knowledge of Jeff Dlnkin, as agent of Owner (in no event shall such individual have any !lability hereunder). The foregoing does not imply and nothing herein shall be deemed to require Owner's or Jeff Dinkin's independent investigation for purposes of this Agreement. 9. INDEMNIFICATION a. Indemnification of Owner. Notwithstanding anything in this Agreement to the contrary, District, its respective successors and assigns, shall indemnify, defend and hold harmless Owner and its owners, trustees, agents, officers, directors, partners, shareholders, subsidiaries, affiliates and employees (collectively, the "Owner Parties"} from and against any and all claims, causes of action, liabilities and costs, including, without limitation, reasonable attorneys' and experts' fees and costs ("Claims' (including, without limitation, personal injury claims) arising out of or relating to the use or operation of the Site arising after the District's execution of the Acceptance of Dedication except to the extent that such Claims result from any material deficiencies in the Site or othcnvise result from the negligence, nonfc~sance or willful misconduct of the Owner Parties in the performance of this Agreement. 6 ~ ~ ~a b. Indemaifieation of District. Nonvithstanding anyKhing in this Agreement to the contrary, Owner shall indemnify, defend and hold harmless District, its agents, officers, director, affiliates and employees (collectively, the "District Parties"), from and against any and all Claims (including, without limitation, personal injury claims) arising out of or relating to {i) the negligence, nonfeasance or willful misconduct of the Owner Parties in the performance of this Agreement or (ii) the use or operation of the Site by Owner during Owner's ownership of the Site arising prior to the District's execution of the Acceptance of Dedication; provided, however, Owner shall not be liable if such Claims are the result of the negligence, nonfeasance or willful misconduct of the District Parties in the performance of this Agreement. 10. LIMITATION. Notwithstanding anything to the contrary in this Agreement, the obligations set forth in Sections 8 (Representations and Warranties) and Section 9 (Indemnification) shall expire twenty-four (24) months after the execution of this Agreement. 11. ATTACIiMENTS. Attachments 1 through 5 attached hereto arc incorporated by this reference and made a part of this Agreement. 12. MISCELLANEOUS. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and the final, complete and exclusive expression of the terms and conditions thereof, and alt prior agreements, representations, negotiations and understandings of the parties, oral or written, express or implied, are hereby superseded and merged herein. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but together shall constitute one agreement. In order to expedite the trartsaction contemplated herein, telecopied and PDF signatures may be used in place of original signatures on this Agreement or any document delivered pursuant hereto. The panics intend to be bound by the signatures on the tetecopied document or such PDF topics, and are aware that the other parties will rely on the telecopicd or PDF signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on such telecopied or PT)F signature. If there is a conflict between a provision of this Agreement and any provision ofany other agreement pertaining to the subject matter herein, the provisions of this Agreement shall control. 7 ~o ~- is IN 'tVl'I'NESS WHIREQE, the panics have cxccuted This Agreement as of the EfI'cctiti~c Date. SR STI2UCTUREi~ [~©T OP~'IDNS I I,I.C, a [7elaivarc limited liability company ~3}~: Stark Offshore Managcmcnt, I,I.C a ti'Vlsct~nsin limited liability company, 'rts Mana~cr Name: Its: .,,~- `~ DUBI UNIFI D SCI-IOOL UIST sy Name: ' t Its: , 8 riof~~. RESOLUTION NO. - 09 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING RELEASE OF SECURITY FOR TRACT 7651, SORRENTO EAST WHEREAS, the subdivider of Tract 7651, SR Structured Lot Options I, LLC, a Delaware Limited Liability Company (Regent Properties), filed the Tract 7651 Final Map on November 7, 2008, in Book 303 of Maps at Pages 77-81, and previously entered into a Tract Improvement Agreement with the City of Dublin dated July 15, 2008, to improve said Tract in accordance with plans on file with the City Engineer (Resolution 132-08); and WHEREAS, the improvements for Tract 7651 are more than 80% complete in accordance with said plans, and any approved modifications thereto, to the satisfaction of the City Engineer; and WHEREAS, the Irrevocable Standby Letter of Credit No. SLCWMIL02594 in the amount of $1,342,000.00 issued by U.S. Bank National Association for the Performance and the Labor and Materials to construct the Tract 7651 improvements was reduced to an amount of $412,000 on January 6, 2009, by Resolution 7-09; and WHEREAS, the primary purpose of the Tract 7651 improvements is to provide access to a new school on Palermo Way; and WHEREAS, the Dublin Unified School District has postponed the construction of the school; and WHEREAS, the City does not desire for the improvements to be completed and accepted until the school construction is completed; and WHEREAS, SR Structured Lot Options I, LLC, entered into an agreement on August 25, 2009, with the Dublin Unified School District to complete the remaining improvements needed for the school at the time the school is constructed; NOW, THEREFORE, BE IT RESOLVED that: The Irrevocable Standby Letter of Credit No. SLCWMIL02594 in the amount of $412,000 issued by U.S. Bank National Association for the Performance and the Labor and Materials to construct the Tract 7651 be released. ITTAC~V9' `f is Df ~a PASSED, APPROVED AND ADOPTED this 6th day of October, 2009, by the following vote: YES: NOES: ABSENT: ABSTAIN: ATTEST: Mayor City Clerk G:\DEVELOPMENT, PRIVATE\Dublin Ranch\Sorrento\Tract 7651-school\Reso release of Letter of Credit rev.doc 2