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Home My WebLink About6.3 Dublin Ranch Phase I AGMT Jo- . ''''r , '1 ..,,~, ~ --< CITY CLERK File # D[6][Q]?51-~5J . AGENDA STATEMENT CITY COUNCIL MEETING DATE: (April 20, 1999) SUBJECT: PUBLIC HEARING P A 98-045 Dublin Ranch Phase I Deyelopment Agreement (Report Prepared by: Eddie Peabody, Jr., Community Development Director) ATTACHMENTS: 1. Development Agreement for MSSH Dublin Development, LLC; Centex Homes; MSSH Mayfield LLC; and Standard Pacific Corp. 2. Ordinance Approving Development Agreement between the City of Dublin and the developers (MSSH Dublin Development, LLC; Centex Homes; MSSH Mayfield LLC; and Standard Pacific Corp.) RECOMMENDATION: 1. ~2. 3. 4. 5. Open public hearing and hear staff presentation Receive staff presentation and take public testimony. Question staff, applicant, and the public. Close public hearing and deliberate. Waive reading and adopt Ordinance (attachment 2) approving the Development Agreement . FINANCIAL STATEMENT: None DESCRIPTION: This project is located generally along the east side of Tassajara Road, north of the future extension of Gleason Drive, within the Eastern Dublin Specific Plan area. The Specific Plan was adopted by the City of Dublin in November 1993, and established land use designations for approximately 3,300 acres ofland east of the Camp Parks military reserve. The project site was given several land use designations, which encompass single family, medium density and open space land uses. This project consists of a maximum of 847 residential units in nine neighborhoods. MSSH, Centex Homes, MSSH Mayfield and Standard Pacific will be constructing different neighborhoods (see Recital G, p. 2 of the development agreement). ------------------------------------------------------------------------------------------------------------- COPIES TO: MSSH Dublin Development, LLC Centex Homes Standard Pacific In House Distribution ITEMNO.~ . 'l ..it ANAL YSIS: lit. ~ Procedural Background: . 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 to assure that all Specific Plan policies and goals are met including the goal that new development fund the costs of infrastructure and services. Development Agreement: Attached to this Staff Report is a Development Agreement (Attachment 1) between the City of Dublin, and the developers. 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 Agreement reflects 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, MSSH Dublin Development, and their attorneys. MSSH Dublin Development, LLC ("MSSH'") will be the master developer but the agreement is also v.~th the other developers who will construct some of the neighborhoods because they own the property. 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. BACKGROUND: . Plannim! Commission Action: On March 23, 1999, the Planning Commission reviewed the staffreport for the proposed project and made a recommendation that the City Council adopt an Ordinance accepting a Development Agreement with MSSH Dublin Development, LLC; Centex Homes; MSSH Mayfield LLC; and Standard Pacific Corp. Citv Council Action: At the Public Hearing of April 6, 1999, the City Council heard a presentation from staff and the applicant took public testimony and waived the first reading of the ordinance adopting a Development Agreement with MSSH Dublin Development, LLC; Centex Homes; MSSH Mayfield LLC; and Standard Pacific Corp. All terms of the Development Agreement including vesting rights of the developer, off site street improvements, neighborhood park dedications, various credits and improvement agreements and the eight year term of the agreement were discussed and approved by the City Council in the 1 st reading of the ordinance. RECOMMENDATION: Staff recommends that the City Council open the Public Hearing, take testimony from staff and the public, deliberate, waive the 2nd reading and adopt the ordinance approving the Development Agreement for MSSH Dublin Development, LLC; Centex Homes; MSSH Mayfield LLC; and Standard Pacific Corp for . PA 98-045. - ;<- , . . . , . City of Dublin VVhen Recorded Mail To: City Clerk City of Dublin 100 Civic Plaza Dublin. CA 94568 / -~ <'~'I Space above this line for Recorder's Use DEVELOPMENT AGREEMENT BEnvEEN THE CITY OF DUBLIN AND MSSH DUBLIN DEVELOPMENT. LLC AND CENTEX HOMES AND STANDARD PACIFIC CORP. AND MSSH MAYFIELD LLC FOR THE DUBLIN RANCH - PHASE I PROJECT ATTACHMFNT \ .'~ cO ~( f 't 4 TABLE OF CONTENTS . I. Description of Property. ........................................ 3 2. Interest of Developer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 3. Relationship of City and Developer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4. Effective Date and Term. ........................................ 4 4.1 Effective Date. ........................................... 4 4.2 Term... . . ... . . . . . . . . . . . . . .. . . . . . . .. . . . . . . .. . . . . . . . . . . . .4 5. Use of the Property. ........ . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 5.1 Right to Develop ......................................... 4 5.2 Permitted Uses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 5.3. Use of the L-6 Neighborhood. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 5.4 Additional Conditions ..................................... 5 6. Applicabl~ Rules. Regulations and Official Policies .................... 6 6.1 Rules re Permitted Uses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6.2 Rules re Design and Construction ............................ 6 6.3 Uniform Codes Applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 . 7. Subsequently Enacted Rules and Regulations. . . . . . . . . . . . . . . . . . . . . . . . . 7 7.1 New Rules and Regulations ................................. 7 7.2 Approval of Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7.3 Moratorium Not Applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 8. Subsequently Enacted or Revised Fees. Ac;sessments and Taxes. . . . . . . . . . . 8 8.1 Fees. Exactions. Dedications ................................ 8 8.2 Revised Application Fees ................................... 8 8.3 New Taxes .............................................. 8 8.4 Assessments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 9. Amendment or Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 9.1 Modification Because of Conflict with State or Federal Laws ....... 9 9.2 Amendment by Mutual Consent ............................. 9 Dublin/MSSH Development Agreement for Dublin Ranch - Phase I Project Table of Contents - Page i of iii March 31,1999 . r 3~ 5'/ ~ .r . 9.3 Insubstantial Amendments . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . 9 9.4 Amendment of Project Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 9.5 Cancellation by Mutual Consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 10. Term and Issuance of Project Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 10.1 Rules. RePJIlations and Policies Applicable to Project Approvals. . . . . 10 10.2 Term of Project Approvals. ................................. 10 II. Annual Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 11.1 Review Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 11.2 Initiation of Review ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 11.3 Staff Reports ........................................... II 11.4 ~ ................................................. II 12. Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II 12.1 Other Remedies Available ................................. II 12.2 Notice of Default and Request to Cure ....................... II 12.3 Procedures for Termination ............................ . . . . II 12.4 No Damages A~ainst CITY ................................ 12 . 13. Estoppel Certificate ........................................... 12 14. Mortgagee Protection: Certain Rights of Cure ....................... 13 14.1 Mortgagee Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14.2 Mortgagee Not Obligated. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14.3 Notice of Default to Mortgagee and EA'tension of Right to Cure .... 13 IS. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 16. Attorneys' Fees and Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 17. Transfers and Assignments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 17.1 Right to Assign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 17.2 Approval and Notice of Sale. Transfer or A<;siVlment ............ 14 17.3 Effect of Sale. Transfer or A<;signment ................... . . . . . 15 17.4 Permitted Transfer. Purchase or Ac;signment ................... IS 17.5 Termination of Agreement Upon Sale of Individual Lots to Public. . IS 18. Agreement Runs with the Land .................................. 16 . Dublin/MSSH Development Agreement for Dublin Ranch ~ Phase I Project Table of Contents ~ Page ii of iii March 31,1999 ~~'I'zD Sf .. 19. Bankruptcy. . . . . ... . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 . 21. 22. 23. 24. ?- _:J. 26. 20. Indemnification .............................................. 16 Insurance ................................................... 17 21.1 Public Liability and Property Damage Insurance .. . . . . . . . . . . . . . . 17 21.2 \\1' orkers Compensation Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 21.3 E,.;dence of Insurance .................................... I 7 Sewer and Water ............................................. 17 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 A~eement is Entire Understanding .......:........................ 19 Exh.ibits .................................................... 19 Counterparts ................................................ 19 ' 27. Recordation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Dublin/MSSH Development Agreement for Dublin Ranch - Phase I Project Table of Contents. Page ill of ill March 31,1999 . . ~1 . . . 5 ~ 5f l THIS DEVELOPMENT AGREEMENT is made and entered in the City of Dublin on this 20th day of April, 1999, by and between the CITY OF DUBLIN, a Municipal Corporation (hereafter "City"), MSSH Dublin Development LLC, a California limited liability company "(MSSH"), Centex Homes, a Nevada general partnership ("CENTEX"), MSSH Mayfield LLC, a Delaware limited liability company ("!vfAYFIELD), and Standard Pacific Corp., a Delaware corporation ("STANDARD PACIFIC") pursuant to the authority of SS 65864 et seq. of the California Government Code and Dublin Municipal Code, Chapter 8.56. MSSH, CENTEX, !vfAYFIELD and STANDARD PACIFIC are each referred to individually as "DEVELOPER" and collectively as "DEVELOPERS"). RECITALS A. California Government Code SS 65864 et seq. and Chapter 8.56 of the Dublin Municipal Code (hereafter "Chapter 8.56") authorize the CITY to enter into an Agreement for the development of real property with any person having a legal or equitable interest in such property in order to establish certain development rights in such property; and B. The City Council adopted the Eastern Dublin Specific Plan by Resolution No. 53~93 which Plan is applicable to the Property; and C. The Eastern Dublin Specific Plan requires DEVELOPERS to enter into a development agreement; and D. MSSH, CENTEX, !vfAYFIELD and STANDARD PACIFIC desire to develop and hold legal interest in certain real property located in the City of Dublin, County of Alameda, State of California, which is more particularly described in Exhibits A-I (MSSH)' A-2 (CENTEX). A~3 (!vfAYFIELD. and A-4 (STANDARD PACIFIC), respectively, attached hereto and incorporated herein by this reference, and which real property is hereafter collectively called the "Properties"; and E. MSSH, CENTEX, MAYFIELD and STANDARD PACIFIC have proposed the development of the Properties with a maximum of 847 homes in nine neighborhoods, induding a 5-acre neighborhood park, a 1 O~acre elementary school, a stream corridor, and several pocket parks and community open space, all as depicted generally on Exhibit A-5 (the "Project"); and Dublin/MSSH Development Agreement for Dublin Ranch ~ Phase I Project Page 1 of 21 March 31,1999 ~ 00'51 i l. F. CITY has approved various land use approvals in connection with the development of the Project, including a PD District rezoning (Ordinance No. 2- . 96), general provisions for the PD District rezoning including the Land Use and Development Plan (Res. No. 12-96); and a Master Vesting Tentative Map for Tract 6925 (Planning Commission Resolution No. 98-01) (collectively, together with any approvals or permits now or hereafter issued (including those referred to in Recital G, H and I] with respect to the Project, the "Project Approvals"); and G. MSSH, CENTEX, MAYFIELD and ST.ANDARD PACIFIC have received approval to develop eight neighborhoods, which are shown on the Master Vesting Tentative Map for Tract 6925, as follows: Max. Number of Tentative Map Site Development Neighborhood OwnerlDeveloper Units (Planning Review JPlanning Comm. Reso.) Comm. Reso.) M~1 STANDARD 111 multi~family 98~57 98-57 PACIFIC units M-2 STANDARD 45 multi~family 98-58 98-58 PACIFIC units M-3 STANDARD 123 mu1ti~family 98-59 98-59 PACIFIC units L.l MSSH 91 single-family 98~52 none units L-2 MAYFIELD 69 single~family 98-53 98~53 units L.3 MAYFIELD 86 single-family 98~54 98-54 units L~4 MSSH 92 single~fami1y 98.55 none - units L~5 CENTEX 113 single~family 98~56 98~56 units H. Development of the L~ 1 and L-4 neighborhoods by MSSH is subject to the issuance of site development review approvals which, if granted, shall automatically become part of the Project Approvals as each such approval becomes effective; and DubIin/MSSH Development Agreement for Dublin Ranch - Phase I Project Page 2 of 21 March 31,1999 . . . . . 17 d' 5'1 '/ :.J ~ I. Development of the L-6 neighborhood by MSSH is subject to the issuance of tentative map and site development reView approvals which, if granted, shall automatically become part of the Project Approvals as each such approval becomes effective; and J. CITI desires the timely, efficient, orderly and proper development of said Project; and K. The City Council has found that, among other things, this Development Agreement is consistent with its General Plan and the Eastern Dublin Specific Plan and has been reviewed and evaluated in accordance with Chapter 8.56; and L. CITI and DEVELOPERS have reached agreement and desire to eA-press herein a Development Agreement that will facilitate development of the Project subject to conditions set forth herein; and M. Pursuant to the California Environmental Quality Act (CEQA) the City has found, pursuant to CEQA Guidelines section 15182, that the Project is within the scope of the Final Environmental Impact Report for the Eastern Dublin General Plan Amendment and Specific Plan which was certified by the Council by Resolution No. 51.93 and the Addenda dated May 4, 1993 and August 22, 1994 (the "EIR") and found that the EIR was adequate for this Agreement; and N. On ,1999, the City Council of the City of Dublin adopted Ordinance No. _ approving this Development Agreement. The ordinance took effect on , 1999. NOW, THEREFORE, with reference to the foregoing recitals and in consideration of the mutual promises, obligations and covenants herein contained, CITY and DEVELOPERS agree as follows: AGREEMENT 1. Description of Property. The property which is the subject of this Development Agreement is described in Exhibit A-I. A-2. A-3 and A-4 attached hereto (collectively, the "Properties"). Dublin/MSSH Development Agreement for Dublin Ranch - Phase I Project Page 3 of 21 March 31. 1999 {/ '-L! l:l c{:J, !. 2. Interest of Developer. MSSH, CENTEX, MAYFIELD and STANDARD PACIFIC each has . a legal or equitable interest in one of the Propenies in that each owns such propeny as described in Exhibits A~l, A-2, A-3 and A-4 respectively in fee simple. 3. Relationship of City and Developer. It is understood that this Agreement is a contract that has been negotiated and voluntarily entered into by CITY and DEVELOPERS and that the DEVELOPERS are not agents of CITY or each other. The CITY and DEVELOPERS hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained herein or in any docwnent executed in connection herewith shall be construed as making the CITY and DEVELOPERS (collectively or individually) joint venturers or partners. 4. Effective Date and Teml. 4.1 Effective Date. The effective date of this Agreement shall be the date upon which this Agreement is signed by City. 4.2 Term. The term of this Development Agreement shall . commence on the effective date and extend eight (8) years thereafter, unless said term is otherwise tenninated or modified by circumstances set forth in this Agreement. 5. Use of the Property. 5.1 Right to Develop. MSSH, CENTEX, :MAYFIELD and STANDARD PACIFIC shall have the vested right to develop such portions of the Project as will be located on their respective properties, as described in Exhibits A~ 1, A-2, A-3 and A-4 respectively~ in accordance with the terms and conditions of this Agreement, the Project Approvals (as and when issued), and any amendments to any of them as shall, from time to time, be approved pursuant to this Agreement. 5.2 Permitted Uses. The permitted uses of the Properties, the density and intensity of use, the maximum height, bulk and size of proposed buildings, provisions for reservation or dedication of land for public purposes and location and maintenance of on-site and off-site improvements, location of public Dublin/MSSH Development Agreement for Dublin Ranch - Phase I Project Page 4 of 21 March 31.1999 . . . . '1' :J 5'/ I utilities (operated by CITY) and other terms and conditions of development applicable to the Properties, shall be those set forth in this Agreement, the Project Approvals and any amendments to this Agreement or the Project Approvals. 5.3. Use of the L-6 Neighborhood. MSSH shall have the vested right to develop the L-6 Neighborhood in accordance with the land use designations shown on the General Plan Land Use Map (Figure 2B) and the Eastern Dublin Specific Plan (Figure 4.1) and the Vesting Tentative Map for Tract 6925, provided that all required approvals are obtained (induding tentative map and site development review) and provided further that approval of any units per acre over the minimum units per acre shown in the General Plan and Specific Plan are not guaranteed by this agreement but, rather, are dependent on findings of consistency ,vith all other policies of the General Plan and Specific Plan and envirorunental review 5.4 Additional Conditions. Provisions for the follml\ring ("Additional Conditions") are set forth in Exhibit B attached hereto and incorporated herein by reference. 5.4.1 Subsequent Discretionary Approvals. Conditions, terms, restrictions, and requirements for subsequent discretionary actions. (These conditions do not affect Developer's responsibility to obtain all other land use approvals required by the ordinances of the City of Dublin.) See Exhibit B 5.4.2 Mitigation Conditions. Additional or modified conditions agreed upon by the parties in order to eliminate or mitigate adverse environmental impacts of the Project or otherwise relating to development of the Project. See Exhibit B 5.4.3 Phasing. Timing. Provisions that the Project be constructed in specified phases, that construction shall commence within a specified time, and that the Project or any phase thereof be completed within a specified time. See Exhibit B 5.4.4 Financing Plan. Financial plans which identify necessary capital improvements ,such as streets and utilities and DublinIMSSH Development Agreement for Dublin Ranch - Phase I Project Page 5 of 21 March 31, 1999 /6 :/ 5,/ ,v ~ sources of funding. See Exhibit B . 5.4.5 Fees. Dedications. Terms relating to payment of fees or dedication of property. See Exhibit B 5.4.6 Reimbursement. Ternls relating to subsequent reimbursement over time for financing of necessary public facilities. See Exhibit B 5.4.7 Miscellaneous. Miscellaneous terms. See Exhibit B 6. Applicable Rules. Regulations and Official Policies. 6.1 Rules re Permitted Uses. For the term of this Agreement, the City's ordinances, resolutions, rules, regulations and official policies governing the permitted uses of the Properties, governing density and intensity of use of the Properties and the maximum height, bulk and size of proposed buildings shall be those in force and effect on the effective date of this Agreement. . 6.2 Rules re Design and Construction. Unless otherwise o.-pressly provided in Paragraph 5 of this Agreement, the ordinances, resolutions, rules, regulations and official policies governing design, improvement and construction standards and specifications applicable to the Project shall be those in force and effect at the time of the applicable discretionary Project Approval. If a Project Approval consists of a vesting tentative map, the time of such Project Approval will be the date the application for the vesting tentative map was deemed complete. Ordinances, resolutions, rules, regulations and official policies governing design, improvement and construction standards and specifications applicable to public improvements to be constructed by MSSH or the other DEVELOPERS shall be those in force and effect at the time of the applicable permit approval for the public improvement. 6.3 Uniform Codes Applicable. Unless expressly provided in Paragraph 5 of this Agreement, the Project shall be constructed in accordance 'with DublinIMSSH Development Agreement for Dublin Ranch - Phase I Project Page 6 of 21 March 31,1999 . . . . II 0,) 5'1 J the provisions of the Uniform Building, Mechanical, Plumbing, Electrical and Fire Codes and Title 24 of the California Code of Regulations, relating to Building Standards, in effect at the time of approval of the appropriate building, grading, or other construction permits for the Project. 7. Subsequently Enacted Rules and Regylations. 7.1 New Rules and ReV1lations. During the term of this Agreement, the CI1Y may apply new or modified ordinances, resolutions, rules, regulations and official policies of the CITY to the Properties which were not in force and effect on the effective date of this Agreement and which are not in conflict with those applicable to the Properties as set forth in this Agreement if: (a) the application of such new or modified ordinances, resolutions, rules, regulations or official policies woul.d not prevent, impose a substantial financial burden on, or materially delay development of the Properties as contemplated by this Agreement and the Project Approvals and (b) if such ordinances, resolutions, rules, regulations or official policies also apply to all other large scale residential development in Dublin. 7.2 Approval of Application. Nothing in this Agreement shall prevent the CITY from denying or conditionally approving any subsequent land use permit or authorization for the Project on the basis of new or modified ordinances, resolutions, rules, regulations and policies provided that: (a) the application of such new or modified ordinances, resolutions, rules, regulations or policies is consistent with the limitations identified in Paragraph 7.1 above; (b) such subsequent actions shall be otherwise in compliance with the conditions, terms, restrictions, and requirements eAl'ressly set forth in this Agreement; and (c) the application of such new or modified ordinances, resolutions, rules, regulations or policies is prospective only. 7.3 . Moratorium Not Applicable. Notwithstanding anything to the contrary contained herein, in the event an ordinance, resolution or other measure is enacted, whether by action of CI1Y, by initiative, referendum, or otherwise, 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 Properties, 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. DublinIMSSH Development Agreement for Dublin Ranch - Phase I Project Page 7 of 21 March 31. 1999 \ /e:< ~ 5f 8. Subsequently Enacted or Revised Fees. Assessments and Taxes. 8.1, Fees. Exactions. Dedications. CITY and DEVELOPERS agree that the fees payable and exactions required in connection 'with the development of the Project for purposes of mitigating environmental and other impacts of the Project, providing infrastructure for the Project and complying with the Specific Plan shall be those set forth in the Project Approvals and in this Agreement (including Exhibit B). The CITY shall not impose or require payment of any other fees, dedications of land, or construction of any public improvement or facilities, shall not increase or accelerate existing fees, dedications of land or construction of public improvements, in connection "rith any subsequent discretionary approval for the Properties, except as set forth in the Project Approvals and this Agreement (including Exhibit B). The parties acknowledge and agree that CITY shall not impose any fees which are not in effect on the Effective Date. . Any fee increases are subject to the provisions of Government Code s66000 et seq. 8.2 Revised Application Fees. Any existing application, processing and inspection fees that are revised during the term of this Agreement shall apply to the Project provided that (1) such fees have general applicability; (2) the application of such fees to the Property is prospective; and (3) the application of such fees would not prevent development in accordance with this Agreement. By so agreeing, DEVELOPER does not waive its rights to challenge the legality of any such application, processing and/or inspection fees. 8.3 New Taxes. Any subsequently enacted city-wide taxes (other than development excise taxes) shall apply to the Project provided that: (I) the application of such taxes to the Property is prospective; and (2) the application of such taxes would not prevent development in accordance with this Agreement. By so agreeing. DEVELOPERS do not waive their rights to challenge the legality of any such taxes. 8.4 Assessments. Nothing herein shall be construed to relieve the Property from assessments levied against it by City pursuant to any statutory procedure for the assessment of property to pay for infrastructure and/or services which benefit the Property. By so agreeing, DEVELOPERS do not waive their rights Dublin/MSSH Development Agreement for Dublin Ranch p Phase I Project Page 8 of 21 March 31, 1999 -l . . . . . . i3 ~ 5'/ J to challenge the legality of any such assessments or to protest in any manner the imposition thereof. 9. Amendment or Cancellation. 9.1 Modification Because of Conflict with State or Federal La'\\'s. In the event that state or federal laws or regulations enacted after the effective date of this Agreement prevent or preclude compliance with one or more provisions of this Agreement or require changes in plans, maps or permits approved by the City, the parties shall meet and confer in good faith in a reasonable attempt to modify this Agreement to comply with such federal or state law or regulation. Any such amendment or suspension of the Agreement shall be approved by the City Council in accordance 'with Chapter 8.56. 9.2 Amendment by Mutual Consent. This Agreement may be amended in writing from time to time only by mutual consent of the parties hereto and in accordance with the procedures of State law and Chapter 8.56. An amendment relating to a right or obligation of a DEVELOPER which does not affect any rights or obligations of the three other developers shall require only the agreement of CITY and the affected DEVELOPER. 9.3 Insubstantial Amendments. Notwithstanding the provisions of the preceding paragraph 9.2, any amendments to this Agreement which do not relate to (a) the term of the Agreement as provided in paragraph 4.2; (b) the permitted uses of the Properties 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 maximwn height or size of proposed buildings; or (g) monetary contributions by a DEVELOPER as provided in this Agreement, shall not, except to the extent otherwise -required by law, require notice or public hearing before either the Planning Commission or the City Council before the parties may execute an amendment hereto. CITY's Public Works Director shall determine whether a reservation or dedication is "significant". 9.4 Amendment of Project Approvals. Any amendment of Project Approvals relating to: (a) the permitted use of the Properties; (b) provisions for significant reservation or dedication of land as provided in Exhibit B; (c) conditions, terms, restrictions or requirements for subsequent discretionary actions; (d) the density or intensity of use of the Project; (e) the maximwn height or size of DublinIMSSH Development Agreement for Dublin Ranch . Phase I Project Page 9 of 21 March 31,1999 1'1 0 '51 '" proposed buildings; (f) monetary contributions by a DEVELOPER as provided in this Agreement; or (g) public improvements to be constructed by a 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 amendment of the Project Approvals, or any of them, shall not require amendment of this Agreement unless the amendment of the Project Approval(s) relates specifically to some provision of this Agreement. 9.5 Cancellation by Mutual Consent. Except as otherwise permitted herein, this Agreement may be canceled in whole or in pan only by the mutual consent of the parties or their successors in interest, in accordance with the provisions of Chapter 8.56. Any fees paid pursuant to Paragraph 5.3 and Exhibit B of this Agreement prior to the date of cancellation shall be retained by CITY. CITY and a DEVELOPER may consent to cancel this Agreement solely as between CITY . and such DEVELOPER without the consent of the other parties. 10. Term and Issuance of Project Approvals. 10.1 Rules. Regulations and Policies Applicable to Project Approvals. .All applications for Project Approvals submitted by a DEVELOPER after the Effective Date will be considered by CITY in light of and in accordance with only those rules, regulations and official policies that are permitted to be applied to the Project pursuant to Sections 6 and 7 above and any Project Approvals issued as of the Effective Date. . 10.2 Term of Project Approvals. Pursuant to California Government Code Section 66452.6(a), the term of the tentative maps described in Recital G above shall automatically be e:>.."tended for the term of this Agreement. The term of any other Project Approval shall be e:>.."tended only if so provided in Exhibit B. 11. Annual Review. 11.1 Review Date. The annual review date for this Agreement shall be August 15,2000 and each August 15 thereafter. 11.2 Initiation of Review. The CITY's Community Development Director shall initiate the annual review, as required under Section 8.56.140 of Chapter 8.56, by giving to DEVELOPERS thirty (30) days' written notice that the CITY intends to undertake such review. DEVELOPERS shall provide Dublin/MSSH Development Agreement for Dublin Ranch - Phase I Project Page 10 of 21 March 31,1999 . . . . /505( J evidence to the Conununity Development Director prior to the hearing on the annual review, as and when reasonably determined necessary by the Conununity Development Director, to demonstrate good faith compliance with the provisions of the Development Agreement. The burden of proof by substantial evidence of compliance at such hearing is upon the DEVELOPERS. 11.3 Staff Reports. To the extent practical, CITY shall deposit in the mail and fax to DEVELOPERS 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 CITY in connection ,vith the annual review shall be paid by DEVELOPERS 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 equity which are not otherwi.se 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 of Default and Request to Cure. Upon the occurrence of an event of default by any party, the nondefaulting party shall serve \vritten notice of such default upon the defaulting party. ("Notice of Default and Request to Cure"). Failure to give notice shall not constitute a waiver of any default. 12.3 Procedures for Termination. If the default is not cured by the defaulting party within thirty (30) days after service of the Notice of Default and Request to Cure ("Cure Period"), the non-defaulting party desiring to terminate this Agreement may then commence the termination of this Agreement by serving on the defaulting party a written "Notice of Intent to Terminate" this Agreement; provided, however, that if the default cannot be cured within the Cure Period, the nondefaulting party shall refrain from any such commencement of the termination of this Agreement or any other legal or equitable action so long as the defaulting party begins to cure such default within the Cure Period and diligently pursue such cure to completion. If a Notice of Intent to Terminate is served by CITY on a DublinJMSSH Development Agreement for Dublin Ranch - Phase I Project Page 11 of 21 March 31, 1999 /6 :t 5'1 DEVELOPER, the matter shall be reviewed and considered by the City Council in the manner set forth in California Government Code ~65868. Termination shall be effective upon the passage of thirty (30) days following such consideration and review by the City Council, unless the default is resolved to the mutual satisfaction of the parties prior to such date. If a Notice of Termination is served by a DEVELOPER on CITY, within thirty (30) days after such service, the matter shall be reviewed and considered by the City Council for the purpose of determining whether CITY should take any further curative action in light of the service by such DEVELOPER of the Notice of Intent to Terminate. Termination shall be effective upon the passage of fifteen (15) days following such consideration and review by City Council (or forty- five [45] days following delivery by such DEVELOPER of a Notice of Intent to Terminate if the City Council fails to complete its review and consideration of such matter in accordance with the provisions of the preceding sentence), unless the default is resolved to th~ mutual satisfaction of the parties prior to such date and evidenced in '\rriting. Termination as to a DEVELOPER shall not affect the rights or obligations of the three other developers, unless otherwise reasonably specified by CITY. to . 12.4 No Damages Against CITY. In no event shall damages be awarded against CITY upon an event of default or upon termination of this . Agreement. 13. Estoppel Certificate. Any party may, at any time, and from time to time, request written notice from any other party requesting such party to certify 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 writing, or if so amended, identifying the amendments, and (c) to the knowledge of the certifying party the requesting party is not in default in the performance of its obligations under this Agreement, or if in default, to describe therein the nature and amount of any such defaults. A party receiving a request hereunder shall execute and return such certificate within thirty (30) days following the receipt thereof, or such longer period as may reasonably be agreed to by the parties. City Manager of CITY shall be authorized to execute any certificate requested by a DEVELOPER. 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, provided that such party shall be deemed to have certified that the statements in clauses (a) through (c) of this section DublinIMSSH Development Agreement for Dublin Ranch - Phase I Project Page 12 of 21 March 31,1999 . . . . /J -1 3 f J. are true, and any party may rely on such deemed certification. 14. MortgaEee Protection: Certain Rights of Cure. 14.1 Mortgagee Protection. This Agreement shall be superior and senior to any lien placed upon the property described in Exhibits A-I. A-2. A-3 and/or A-4, or any portion thereof after the date of recording this Agreement, including the lien for any deed of trust or mortgage ("Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any Mortgage made in good faith and for value, but all the terms and conditions contained in this Agreement shall be binding upon and effective against any person or entity, including any deed of trust beneficiary or mortgagee ("Mortgagee") \vho acquires title to the Properties, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. 14.2 Mortga~ee Not Oblig-ated. Notwithstanding the provisions of Section 14.1 above, no Mortgagee shall have any obligation or duty W1der 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 improvements, or to guarantee such construction or completion, or to pay, perfoffil or provide any fee, dedication, improvements or other exaction or imposition; provided, however, that a Mortgagee shall not be entitled to devote the Properties to any uses or to construct any improvements thereon other than those uses or improvements provided for or authorized by the Project Approvals or by this Agreement. 14.3 Notice of Default to Mortgagee and E:x.'tension of Right to Cure. If CITY receives notice from a Mortgagee requesting a copy of any notice of default given a DEVELOPER hereW1der and specifying the address for service thereof, then CITY shall deliver to such Mortgagee, concurrently with service thereon to such DEVELOPER, any notice given to such DEVELOPER with respect to any claim by CITY that such DEVELOPER has committed an event of default. Each Mortgagee shall have the right during the same period available to such DEVELOPER to cure or remedy, or to commence to rure or remedy, the event of default claimed set forth in the CIT'fs notice. CITY, through its City Manager, may e>..'tend the thirty-day rure period provided in paragraph 12.2 for not more than an additional sb..'ty (60) days upon request of such DEVELOPER or a Mortgagee. Dublirv'MSSH Development Agreement for Dublin Ranch. Phase I Project Page 13 of21 March 31.1999 Iff ~ 51 ' ~ 15. Severability. The un enforceability, invalidity or illegality of any provisions, . covenant, condition or term of this Agreement shall not render the other provisions unenforceable, invalid or illegal. 16. Attorneys' Fees and Costs. If CITY or a DEVELOPER initiates any action at law or in equity to enforce or interpret the terms and conditions of this Agreement, the prevailing parry shall be entitled to recover reasonable attorneys' fees and costs in addition to any other relief to which it may otherwise be entitled. If any person or entity not a party to this Agreement initiates an action at law or in equity to challenge the validity of any provision of this Agreement or the Project Approvals, the parties shall cooperate in defending such action. DEVELOPERS shall bear their O'\'\'n costs of defense as real parties in interest in any such action, and shall reimburse CITY for all reasonable court costs and attorneys' fees eA-pended by CITY in defense of any such action or other proceeding. 17. Transfers and Assignments. 17.1 Right to A<;sign. It is anticipated that a DEVELOPER may . sell, transfer or assign portions of its Property to other developers (each such otber developer is referred to as a "Transferee"). In connection 'with any such sale, transfer or assignment to a Transferee, such DEVELOPER may sell, transfer or assign to such Transferee any or all rights, interests and obligations of such DEVELOPER arising hereunder and that pertain to the portion of the Property being sold or transferred, to such Transferee, provided, however, that: a) no such transfer, sale or assignment of a DEVELOPER's rights, interests and obligations hereunder shall occur without prior written notice to CITY and approval by the City Manager, which approval shall not be unreasonably withheld or delayed; and b) MSSH may not transfer, sell or assign its obligation to construct any of those improvements to Tassajara Road or the neighborhood park described in Exhibit B. 17.2 Approval and Notice of Sale. Transfer or Assignment. The City Manager shall consider and decide on any transfer, sale or assignment 'within ten (10) days after a DEVELOPER's notice, provided all necessary documents, certifications and other information are provided to tbe City Manager to enable the City Manager to determine whether the proposed Transferee can perform the DublinIMSSH Development Agreement for Dublin Ranch p Phase I Project Page 14 of 21 March 31,1999 . . . . /7 1 5'1 DEVELOPER's obligations hereunder. Notice of any such approved sale, transfer or assignment (which includes a description of all rights, interests and obligations that have been transferred and those which have been retained by such DEVELOPER) shall be recorded in the official records of Alameda County, in a form acceptable to the City Manager, concurrently 'with such sale, transfer or assignment. 17.3 Effect of Sale. Transfer or A~signment. A DEVELOPER shall be released from any obligations hereunder sold, transferred or assigned to a Transferee pursuant to subparagraph 17.1 of this Agreement, provided that: a) such sale, transfer or assignment has been approved by the City Manager pursuant to subparagraph 17.1 of this Agreement; and b) such obligations are eA}lressly assumed by Transferee; provided further in no event shall MSSH be released from its obligation to construct any of those improvements to Tassajara Road or the neighborhood park described in Exhibit B; and provided that such Transferee shall be subject to all the provisions hereof and shall provide "all necessary documents, certifications and other necessary information prior to City !\1anager approval pursuant to subparagraphs 17.1 and 17.2 of this Agreement. 17.4 Permitted Transfer. Purchase or A~sjgnment. The sale or other transfer of any interest in the Property to a purchaser (lIPurchaserll) pursuant to the exercise of any right or remedy under a deed of trust encumbering a DEVELOPER'S interest in its Property shall not require City Manager approval pursuant to the provision of paragraph 17.1. Any subsequent transfer, sale or assignment by the Purchaser to a subsequent transferee, purchaser, or assignee shall be subj ect to the provisions of paragraph 17.1. 17.5 Termination of Agreement Upon Sale of Individual Lots to Public. Notwithstanding any provisions of this Agreement to the contrary, the burdens of this Agreement shall terminate as to any lot which has been finally subdivided (Le. only one dwelling unit is anticipated to be constructed on such lot) and individually leased or sold (i.e. not in lIbulkll) to a custom homebuilder or person intending to construct his or her own home on such lot; provided, however, that: a) the benefits of this Agreement shall continue to run as to any such lot until occupancy of the building to be constructed thereon; and b) MSSH's obligation to construct those improvements to Tassajara Road and neighborhood park described in Exhibit B shall continue until they have been completed and accepted by the eIn as provided in Exhibit B. Dublin/MSSH Development Agreement for Dublin Ranch - Phase I Project Page 15 of21 March 31. 1999 cJ. D cD 's tf 18. Agreement Runs with the Land. Except as othervvise provided in accordance with Section 17 above, all of the provisions, rights, terms, covenants, and obligations contained in this Agreement shall be binding upon the parties and their respective heirs, successors and assignees, representatives, lessees, and all other persons acquiring the Properties, or anyone Property or any portion thereof, or any interest therein, whether by operation of law or in any manner whatsoever. All of the provisions of this Agreement shall be enforceable as equitable servitude and shall constitute covenants running with the land pursuant to applicable laws, including, but not limited to, Section 1468 of the Civil Code of the State of California. Each covenant to do, or refrain from doing, some act on the Properties hereunder, or vdth respect to any owned property, (a) is for the benefit of such properties and is a burden upon such properties, (b) runs with such properties, and (c) is binding upon each party (with res'peet to the Property owned by such party) and each successive O'wner during its ovvnership of such properties or any portion thereof, and shall be a benefit to and a burden upon each party and its property hereunder and each other person succeeding to an interest in such properties. 19. Bankruptcy. The obligations of this Agreement shall not be dischargeable in bankruptcy. 20. Indemnification. Each DEVELOPER agrees to indemnify, defend and hold harmless CITY, and its elected and appointed councils, boards, commissions, officers, agents, employees, and representatives from any and all claims, costs (including legal fees and costs) -and liability for any personal injUl)" or property damage which may arise directly or indirectly as a result of any actions or inactions by such DEVELOPER, or any actions or inactions of such DEVELOPER's contractors, subcontractors, agents, or employees in connection with the construction, improvement, operation, or maintenance of the Project, provided that such DEVELOPER shall have no indemnification obligation with respect to negligence or wrongful conduct of CITY, its contractors, subcontractors, agents or employees or with respect to the maintenance, use or condition of any improvement after the time it has been dedicated to and accepted by the CITY or another public entity (except as provided in an improvement agreement or maintenance bond). Dublin/MSSH Development AgTeement for Dublin Ranch - Phase I Project Page 16 of 21 March 31,1999 . . . . . . J,/ cD' 5 '/ 21. Insurance. 21.1 Public Liability and Property Damage Insurance. During the term of this Agreement, each DEVELOPER shall maintain 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. 21.2 \IV orkers Compensation Insurance. During the term of this Agreement each DEVELOPER shall maintain Worker's Compensation insurance for all persons employed by such DEVELOPER for work at the Project site. Each DEVELOPER shall require each contractor and subcontractor similarly to provid~ \IVorker's Compensation insurance for its respective employees. Each DEVELOPER agrees to indemnify CITY for any damage resulting from such DEVELOPER's failure to maintain any such insurance. 21.3 Evidence of Insurance. Prior to City Council approval of this Agreement, DEVELOPERS shall furnish CITY satisfactory evidence of the insurance required in Sections 21.1 and 21.2 and evidence that the carrier is required to give the CITY at least fifteen days prior written notice of the cancellation or reduction in coverage of a policy. The insurance shall o..'tend to the CITY, its elective and appointive boards, commissions, officers, agents, employees and representatives and to DEVELOPERS performing work on the Project. 22. Sewer and Water. DEVELOPER acknowledges that it must obtain water and sewer permits from the Dublin San Ramon Services District ("DSRSD") which is another public agency not within the control of CITY. 23. Notices. All notices required or provided for under this Agreement shall be in writing. Notices required to be given to CITY shall be addressed as follows: Dublin/MSSH Development Agreement for Dublin Ranch ~ Phase I Project Page 1 7 of 21 March 31,1999 ;<d.. 05 :5 'I City Manager City of Dublin P.O. Box 2340 Dublin, CA.. 94568 . Notices required to be given to MSSH shall be addressed as follows: Kevin Peters Shea Homes 2155 Las Positas Court, Suite T Livermore, CA 94550 With a copy to: Qark Morrison Morrison & Foerster, LLP 101 Ygnacio Valley Road, Suite 450 Walnut Creek, CA 94596-8130 Notices required to be given to CENTEX shall be addressed as follmvs: John Ocshner 1855 Gateway Boulevard Concord, CA.. 94520 . Notices required to be given to STANDARD PACIFIC shall be addressed as follmvs: Doug Krah 382~ Hopyard Road, Suite 195 Pleasanton, CA. 945E8 Notices required to be given to MAYFIELD shall be addressed as follows: Kevin Peters Shea Homes 2155 Las Positas Court, Suite T Livermore, CA. 94550 DublinIMSSH Development Agreement for Dublin Ranch - Phase I Project Page 18 of 21 March 31,1999 . . . . ;?3 ~ 5/ A party may change address by giving notice in writing to the other party and thereafter all notices shall be addressed and transmitted to the new address. Notices shall be deemed given and received upon personal delivery, or if mailed, upon the e).:piration of 48 hours after being deposited in the United States Mail. Notices may also be given by overnight courier which shall be deemed given the following day or by facsimile transmission which shall be deemed given upon verification of receipt. 24. Agreement is Entire Understanding. This Agreement constitutes the entire understanding and agreement of the parties. 25. Exhibits. The following documents are referred to in this Agreement and are attached hereto and incorporated herein as though set forth in full: Exhibit A-] . A-2. A-3 and A-4 Legal Description of Properties Exhibit A-5 Map Exhibit B Additional Conditions Exhibit B-1 Map of Tassajara Road Improvements Exhibit B-2 Estimate of Costs for Revised TIF 26. Counterparts. This Agreement is executed in five (5) duplicate originals, each of which is deemed to be an original. 27. Recordation. CITY shall record a copy of this Agreement within ten days following execution by all parties. Dublin/MSSH Development Agreement for Dublin Ranch - Phase I Project Page 19 of21 March 31.1999 ;i( ~. 5t/ . IN VVITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written. . CITY OF DUBLIN: By: Mayor Date: ATTEST: By: City Oerk Date: APPROVED AS TO FOR1v1: City Attorney . MSSH DEVELOPMENT LCC, a California limited liability Company By: Date: Its CENTEX HOMES, a Nevada general partnership By: Centex Real Estate Corporation Date: David Barkely, Division President Dublin/MSSH Development Agreement for Dublin Ranch - Phase I Project Page 20 of 21 March 31.1999 . . . . MSSH Mayfield LLC, a Delaware limited liability company By: Date: Its STANDARD PACIFIC, a Delaware corporation By: Date: Its APPROVED.AS TO FORM: Attorney for Surplus Property Authority of the County of Alameda Attorney for MSSH Dublin Development Attorney for Centex Real Estate Corporation Attorney for MSSH Mayfield Attorney for Standard Pacific J:\WPD\MNRSW\114\OBO\AGREE\SHEA_DA331 Dublin/MSSH Development Agreement for Dublin Ranch - Phase I Project J.5 0{ 51 Page 21 of 21 March 31.1999 Jb c) 'sf EXHIBIT "A.IN PAGEIOF2 [MSSH-SHEA] 19100-1 3/17/99 F. c.r. . DESCRIPTION BEING ALL OF LOTS I TfiROUGH 91, INCLUSIVE. AND PARCEL .A' A.S SHOWN UPON THAT CERTAlN FNAL MA.P ENTITLt=D: "TRl\CT 6956-' AS mEn ON THE TH DAY OF - ' , 19_ IN BOOK ~ OF MAPS, AT PAGES _ TO _, INCLUSIVE, ALAMEDA COUNTY RECORDS. CALIFORNIA, LYING AND BEING TN Tiffi CITY OF DUBLTN. COUNTY OF .l\LAMEDA. STATE OF CALIFORNIA. A POR1l0~ OF: ASSESSOR'S P ARCEJ. -"'UMBER 985-0003-003-08. BEING ALL OF PARC.ELS '.l\. THROUGH 'H'. INCLUSIVE, AS SHOWN UPON THAT CER! AIN FL"l'AL MAP ENTITLED: ."TRACT 6957" AS FILED ON THE _111 DAY OF .19_ IN BOOK _ OF MAPS. AT PAGES _ TO _. TNCLtJSI\'E. ALAMED-A COUNTY RECORDS, CALIFORNIA. LYING AND BEING IN THE CITY OF DUBLlN. COLiNTY OF ALAMEDA, STATE OFCALIFORNlA. A PORTION OF: ASSESSOR'S PARCEL NWill3ER 9BS-0003-003-U9. BEING ALL OF LOTS I THROUGH 92. INCLUSIVE, AND P ARCEt . A' AS SHOWN UPON THAT CERTAlN FINAL MAP ENrm.ED: "TRACT 6959.' AS FILED ON 'tHE _ tll DAY OF .19_ IN BOOK _ OF MAPS, AT PAGES _ TO _, mCLUSlVE. AlA.MEDA COUNTY RECORDS, CALIFORNIA, L YTNG AND BEING fN THE CITY OF DuBLIN. COTJNTY OF ALA.MEDA, STATE OF CALrf'ORNIA. . A PORTION OF: ASSESSOR:S P ARea NUMBER 985-0003-003-08. BEING ALL OF PARCELS 'A' THROUGH 'Y.. INCLUSIvE. AS SliOWN UPON THAT CERT AlN F1NAL MAP ENTffiED: ..TRACT 6960.' AS FLLED ON THE _ ,... DAY OF , 19_ IN BOOK _ OF MAPS, AT PAGES _ TO _' INCLUSIVE, ALAMEDA COUNTY RECORDS, CALIFORNIA, LYING AND BEING IN THE CITY OF DUBLTN. COUNTY OF ALA.'vlEDA. STAiB OF CALIFORNJA. A PORTION OF; ASSESSOR'S PAACEL NUMBER 985-0003-003-08. BEING ALL OF'LOTS 1 '[HROUGH 117. INCLUSIVE, Ar-.1) PARCEL 'A.' AS SHOWN Uf'ON THA.T CERTAIN fINAL MAP EN'frrLED: '"TRACT 6961" AS FILED ON THE _ 'nI DAY OF , 19_ IN BOOK _ OF MAPS. AT PAGES _ TO _. INCLUSIVE, ALAMEDA COUNTY RECORDS, CALIFORNIA. tYING AND BEING TN THE CITY OF DUBLHooT. COUNTY OF A.LAMEDA, STATE: OF CALIFORNTA. A PORTION OF: ASSESSOR'S PARca NUMBER 985.0003-003-08. BENG All OF PARCELS 'A' nm.OUGfi .K', INCLUSIVE. AS SHOWN UPON THAT CERT All'-! FTNAL MAP ENTITLED: '1.RACT 6%2'. AS Fn.ED ON THE _ Tl-I DAY OF .19_ TN BOOK _ OF MAPS. AT PAGES _ TO _, INCLUSIVE. AtAMEDA COUNTY RECORDS, CALIFORNIA, LYCNG AND BEING IN THE ,-TTY OF DUBLL"l. COUNTY OF ALA..MEDA. STATE OF CALIFORNIA. MACKAY & SOMPS . A PORTION OF: ASSESSOR'S PARC.E:L NUMBER 985~oo03-003-08. t': \Ieb~ \ llli')'" \0V2S\l1t~ I.ute': 5742 FRANKLIN OF/IVE. sUITe S PLEA-SANTON, CA 94588-'3355 (915) ll..t...06f1o " . , . . . .". '. . ..... . .. _"w . ", ..", " . ....... .". '". "...". . -, ~? ~ 5( EXHIBIT "A.l" PAGE 2 OF 2 [MSSH-SHEA) 19100-1 3/17/99 F.CI. BEING ALL OF PARCELS .A' THROllGH '0', INCLUSIVE, AS SHOWN UPON THAT CERTAIN FINAL MAP ENTITLED: "TRACT 6963" AS Fll..ED ON THE _ T1i DAY OF , 19_ IN BOOK _ OF MAPS. AT PAGES _ TO _, INCLUSIVE. ALAMEDA COUNTY RECORDS. CAllFORNIA. LYING AND BEING Thl THE CITY OF DUBLlN. COlJNIT OF ALA.MEDA. STA T.E OF CALIFORNIA. A PORTION OF: ASSESSOR.'S PARCEL NUMBER 985-0003-003-09. BEING ALL OF PARcas 'A' THROUGH'S', INCLlTSIVE. AS SHOWN UPON THAT CERTAIN FINAL MAP ENTITI..ED; .'TRACT 6964" AS FUD ON THE _'Ill DAY OF .19_ IN BOOK_ OF MAPS, AT PAGES _ TO _.INCLUSIVE. ALAMEDA COUNTY RECORDS. CALLFORNIA, L 'fINO AND BEING TN THE CITY OF DUBLIN. COUNTY OF ALAMEDA. STATE OF CALIFORNIA. A POR.TION OF: ASSESSOR.S PARCEL NUMBER 985-0003-003-08. END OF DESCRIPTlON ?- / 7-91 DATE FRED c. !NO PROFESSIONAL L (EXP.I2131120oo) STATE OFCALIFORNlA MACKAy & SOMPS JoI; \ilt:..-;II!='\ lh1J:~ '.b>'.!:,:s\4l11W' .1.dUl: 5142 PFlANKI.IN ORIVE. SUITE e PLEASANTON. CA 94fj88-3~5 (r.SI2:!,'-IIllPO _,.t '0" EXHIBIT" A.2" PAGEI0Fl (CE.'-.JTEXj DESCRIPTION ~7' 19100-1 3/17/99 F.e.!. BEING ALL OF LOTS 1 THROUGH 113. lNCLUSIVE, AS SHO\.\'N UPON mAT CERTAIN FINAL MAP ENTITLED: ''TRACT 6960'. AS Fn.ED ON THE _ TH DAY OF . 19_ IN BOOK _ OF MAPS. AT PAGES _ TO _, INCLUSIVE. Al..A.MEDA COVNTY RECORDS. CA.L.IFORNIA. LYING AND BEING lN THE CITY OF DUBLIN. COUNTY OF ALA.M:EDA. STATE OF CALJFORNIA. ^ PORTIO:--; Or: ASSESSOR'S P ARca Nl.JMBER 985-0003-003-08. END OF DESCRIPTION ~~ ~a . c. !NG . UCENSED PROFESSIONAL LAND SURVEYOR NO. 5859 (E)""P. 1213112000) $T A TE OF CALIFORNIA MACKAy & SOMPS lit!; '"l"'''i:.i::ll\ lHI~ \~.:s\~t!'''''2.dc 5142 F'F/ANI(UN QRIVE, SvrrE B PLEA.SANTON. CA 9<lSBB-33SS f'Jm '2j.f1(j90 ; -II-~'l DATE " ...' - ~, -" 5'/ . . . . . . """\ cJ9 .:1 57 EXHIBIT "A-3" PAGE 1 OF 1 [MA YFlELD] 19100-1 3/17/99 F. c.r. DESCRIPTION BEING ALL OF LOTS 1 THROUGH 69. INCLUSIVE. AS SHOWN UPON TB.AT CERTAIN FINAL MAP ENTITLED: '1'RACT 695'" AS FlLEn ON THE _ TII DAY OF . 19_ IN BOOK _ OF MAPS, A.T PAGES _ TO _' INCLUSIVE. AU.MEDA COUNTY RECORDS. CALIFORNIA. L YlNG AND BEING IN THE CITy OF DUBLIN. COUNTY OF ALAMEDA. STATE OF CAUFORNIA. A POR TlO\! OF: ASSESSOR.S P MCEL NUMBER 985.Q003-003-09. BEING ALL OF LOTS J THROUGH 86. fNCLlTSTVE. AS SHOWN tJ'f'ON THAT CER.T..4JJ'-.l FINAL MAP ENTITLED: ....fRACT 695S'. AS FILED ON THE _ "H DAY OF 19_ IN BOOK _ OF M:APS. AT PAGES _ TO _' INCLUSIVE, ALAMEDA COUt-I"TY RECORDS. CALIFORNIA. L YTNG AND BEING IN THE CITY OF DUBLIN. COtThtTY OF ALAMEDA. $TA'fE OFCALIFORNLA. A POR.nON OF; ASSESSOR.S PARCEL NUM:8ER. 985-0003-003-09. END OF DESCRIPTION ?-/7-97 DA.TE MACKAy & SOMPS r. \l"J;;.M:I\ 1..04 \~~\a~...::l.u<< 5'42 Ff:lJ!,NKLlN DRIVE, SUITE 8 PLEASJI,NTON, CA fIJ1588-3355 (V2,(J 115.Il6PD "' 3D EXHIBIT" A-4" PACE 1 OF 1 rST.4,NDARD PACIFICj 19100-1 3/17/99 F.CI. DE:sCRI1'TlON BEING ALL OF LOTS 1 THROUGH Ill. INCLUSIVE. AS SRO~TN tJPON THAT CERTAIN FlN.AJ. MAP E.'\'TITLED: "TRACT 6962.' AS Fll...ED ON TliE _ "It DAY OF 19~ CN BOOK _ OF M..o\PS. AT PAGES _ TO _, INCLUSIVE, ALAMEDA COUNTY RECO.RDS, CALIFORNIA, LYING AND BEING TN THE CITY OF DURLLl,[. COUNTY OF ALA..""I'EDA. STATE OF CALIFORNJ A. A PORTION OF: ASSESSOR'S PARCEL NUMBER 985-0003-003_08. BEING ALL O}- LOTS 1 THROUGH 45, LNCLUSNE. AS SHOWN UPON THA.T CERTAIN FINAL MAP E"'TITLED: '.TRACT 6963" AS F1l.ED ON THE _.Ill DAY OF 19_ IN BOOK __ OF MAPS. AT PAGES _ TO _. INCLtJSIVE. ALAMEDA COUNTY RECORDS. CALIFORNIA,!. YlNG AND BEING rN THE CITY OF DUBLIN. COUNTY OF ALAM"EDA. STATE OFCALIPORNIA. .... PORTIO~ OF: ASSESSOR'S PARCEL NLTh.{BER 985-0003-003-09, BEING AU OF LOTS 1 T1{R.OIJGH 123. INCLUSIVE, AS SHOWN UPON THAT CERT AlN FINAL MAP ENTITlED: "TRACT 6964.' AS Fll..ED ON THE _Tit DAY OF 19_ IN BOOI( _ OF MAPS. AT PAGES _ TO _, INCLUSIvE, AlAMEDA COW,;"'fY RECORDS, CALIFOR.N1A L'rING AND BEING IN TliE CITY OF DUBUN. COUNTY OF ."\LAMEDA. STATE OF CAUFOR."'lTA. A PORTrON OF: ASSESSOR'S PARCEL NtrMbER 985-0003-003.08. END OF DFSCRIPTJON ~. PROFESSTONAL L.A.ND SURVEYOR NO. 5859 (EXP. 12/3112000) ST ATE OF CALIFOH.NlA ? - / 7 -9"'7 DATE MACKAY & SOMPS r, \',,,'10 \J ....... '6~:::;\Au.4..oi...: 5142 FRANJ<I./N DRIVE, SUITES PLEASANT ON. CA 945lI8.33SS 1112.11) ~1$.{"'1I(J -/ .::; .d, '-.\ '-" 7 ..,I . . . ~~ -' , , Sf '0 5'/ . DUBLIN RANCH - PHASE 1 . .--1IIIIIIIIt--'1__~ -- ......".tI' ~~ n-., ~ c.. ,~.;~ .. \ 3), ~' sy EXHIBIT B Additional Conditions . The following Additional Conditions are hereby imposed pursuant to Paragraph 5.4 above. Subparagraph 5.4.1 -- Subsequent Discretionary Approvals None. Subparagraph 5.4.2 -- Mitigation Conditions Subsection a. Infrastructure Sequencing Program The Infrastructure Sequencing Program for the Project is set forth belmv. . (i) Roads: The project-specific roadway improvements (and offers of dedication) described below and those identified in Planning Commission Resolution Nos. 98-52 [approving Vesting Tentative Map for the L-I neighborhood]; 98-53 [approving . Vesting Tentative Map and Site Development Review for the L-2 neighborhood]; 98- 54 [approving Vesting Tentative Map and Site Development Review for L-3 neighborhood]; 98-55 [approving Vesting Tentative Map for L-4 neighborhood]; 98- 56 [approving Vesting Tentative Map and Site Development Review for L-5 neighborhood]; 98-57 [approving vesting tentative map and Site Development Review for M-l neighborhood]; 98-58 [approving Vesting Tentative Map and Site Development Review for M-2 neighborhood]; and 98-59 [approving Vesting Tentative Map and Site Development Review for M-3 neighborhood] of the Planning Commission (collectively, these resolutions are referred to as the "Conditions of Approval") shall be compi~ted to the satisfaction of the Public Works Director at the times and in the manner spe<;ified in the Conditions of Approval unless otherwise provided below. Although CENTEX, MAYFIELD and STANDARD PACIFIC are obligated by the Conditions of Approval for their respective properties [the M-I to M-3, neighborhoods (STANDARD PACIFIC), L-2 and L-3 neighborhoods (MAYFIELD) and L-5 neighborhood(CENTEX)], MSSH, as the master developer, shall be solely responsible for completing those conditions relating to the Tassajara Road and the Dublin/MSSH Dublin Ranch Phase I Project. Exhibit B Page 1 of 18 March 31.1999 . :33 .,J~ ":J st( . neighborhood park improvements. All such roadway improvements shall be constructed to the satisfaction and requirements of CITY's Public Works Director. A. TJ.F. Improvement of Tassajara Road The first paragraph of the following Conditions (No. 32 of Resolution 98-57 (M-I), No. 30 of Resolution 98-58 (M-2), No. 30 of Resolution 98- 59 (M-3), No. 31 of Resolution 98-52 (L-l), No. 27 of Resolution 98-53 (L-2), No. 29 of Resolution 98-54 (L-3), and No. 14 of Resolution 98-55 (L-4), and No. 29 of Resolution 98-56 (L-5)) shall be revised to read as follows (the second paragraph of these conditions remains unchanged except that the last sentence of the second paragraph is deleted and the third paragraph is deleted in its entirety): . "[Offsite] T.tF. Improvement of Tassajara Road. Applicant/Developer shall improve Tassajara Road and construct four travel lanes (2 northbound and 2 southbound) along the project frontage from North Dublin Ranch Drive to Gleason Drive. Applicant/Developer shall improve Tassajara Road and construct four travel lanes (2 northbound and 2 southbound) from Gleason Drive to Dublin Boulevard. The improvements shall be constructed per the Tassajara Road Alignment plans prepared by Mad<ay & Somps dated October 29, 1998, and to the satisfaction of the Director of Public Works. Improvements shall include frontage improvements (curb, gutter and pavement) along the City park site on the west side of Tassajara Road from Gleason Drive to Central Parkway. ApplicantlDeveloper will construct the ultimate median landscaping improvements from North Dublin Ranch Drive to Dublin Boulevard and will install turf and irrigation in the interim median area (consisting of the area reserved for the interior northbound and southbound lanes)." B. Construction of Tassajara Road Although CENTEX, MAYFIELD and STANDARD PACIFIC are required to make improvements to Tassajara Road by Conditions No. 32 of Resolution 98-57 (M-I), No. 30 of Resolution 98-58 (M-2), No. 30 of Resolution 98- 59 (M-3) and No. 29 of Resolution 98-56 (L-5) and MSSH is required to make such . Dublin/MSSH Dublin Ranch Phase I Project - Exhibit B Page 2 of 18 March 31, 1999 .:3'1-:;' 57 improvements by Conditions No. 31 of Resolution 98-52 (L-1), No. 27 of Resolution . 98-53 (L-2), No. 29 of Resolution 98~54 (L-3), No. 14 of Resolution 98-55 (L-4), the parties agree that MSSH will construct the improvements to Tassajara Road from North Dublin Ranch Drive to Dublin Boulevard described in Subsection (a)(i)(A) above. A map showing the improvements is attached as Exhibit B-1. MSSH will submit improvement plans to CIn for such improvements no later than issuance of the first building permit for any of the neighborhoods. MSSH will complete construction of such improvements and offer them to CITY for dedication not later than December 1, 1999. If CIn has not acquired all of the land necessary for construction of such improvements by October 1, 1999, in fee or by an order of possession, MSSH may defer completion until CITY notifies MSSH that CIn has obtained possession of all necessary land. In such case, 1\1SSH may defer completion beyond December 1, 1999 for a period of time equal to the time period from October 1, 1999 until CIn has obtained possession of all necessary land. MSSH agrees it 'will work with CITY to develop a plan to phase construction of the improvements to allow maximwn construction pending CITY's acquisition of required land. Notwithstanding the provisions of this paragraph, . MSSH shall comply with the Conditions of Approval which require two access points by the 76th unit. C. Deferred Conditions Certain conditions of the tentative maps are to be completed "when determined necessary by the Development Agreement", "as specified in the Development Agreement or "when deemed necessary by the Director of Public Vv orks" ("The Deferred Conditions"). This section .specifies the timing for such conditions and whether any security is required. . :{Offsite] Improvement of Tassajara Road" [1-580 to Dublin Boulevardl [Conditions No. 30 of Resolution 98- 57 (M-I), No. 28 of Resolution 98-58 (M-2), No. 28 of Resolution 98-59 (M-3), No. 29 of Resolution 98-52 (L- 1), No. 25 of Resolution 98-53 (L-2), No. 27 of Resolution 98-54 (L-3), No. 12 of Resolution 98~55 (L-4), and No. 27 of Resolution 98-56 (L-5)] Dublin/MSSH Dublin Ranch Phase I Project - Exhibit B Page 3 of 18 March 31,1999 . . . . Dublin/MSSH Dublin Ranch Phase I Project - Exhibit B )5 ,~ S1 This improvement not required by DEVELOPERS; security provided by another developer; . IOffsite] Improvement of Dou~herty Road/Dublin Boulevard Intersection [Conditions No. 27 of Resolution 98-57 (M-l), No. 25 of Resolution 98-58 (M-2), No. 25 of Resolution 98~59 (M-3), No. 26 of Resolution 98-52 (L~I), No. 22 of Resolution 98-53 (L-2), No. 24 of Resolution 98-54 (L~3), No.9 of Resolution 98-55 (L-4), and No. 24 of Resolution 98-56 (L-5)] Payment of Eastern Dublin Traffic Impact Fees at the time of each building permit ,viIl satisfy these conditions. . [Offsite] Improvement of Santa RitalI-5RO Eastbound RampslPimlico Drive Intersection [Conditions No. 28 of Resolution 98-57 (M-l), No. 26 of Resolution 98-58 (M- 2), No. 26 of Resolution 98-59 (1\'1-3), No. 27 of Resolution 98~52 (L-I), No. 23 of Resolution 98-53 (L-2), No. 25 of Resolution 98-54 (L-3), No. 10 of Resolution 98-55 (L-4), and No. 25 of Resolution 98-56 (L-5)] Payment of Eastern Dublin Traffic Impact Fees at the time of each building permit will satisfy these conditions. . IOffsite] Improvement of Dublin Boulevard between Hacienda Drive and Tassajara Road [Conditions No. 29 of Resolution 98-57 (M-l), No. 27 of Resolution 98-58 (M-2), No. 27 of Resolution 98-59 (M-3), No. 28 of Resolution 98-52 (L-I). No. 24 of Resolution 98-53 (L-2), No. 26 of Resolution 98-54 (L-3), No. II of Resolution 98-55 (L-4). and No. 26 of Resolution 98-56 (L-5)] This improvement not required by DEVELOPERS; security provided by another developer. Page 4 of 18 March 31.1999 , 36 cQ 5'/ . Elementary School Site [Condition No. 37 of Resolution 98-56 (L-5)] . Grading shall be completed no later than December 31, 1999. . IOffsite) Traffic Signals (Tassajara Road/South Dublin Ranch Drive: Tassajara RoadINorth Dublin Ranch Drive: and Tassajara Road/Gleason Drive) [Conditions No. 68 of Resolution 98-57 (M-I), No. 68 of Resolution 98-58 (M-2), No. 66 of Resolution 98-59 (M-3), No. 70 of Resolution 98-52 (L-l), No. 67 of Resolution 98-53 (Lp2), No. 66 of Resolution 98-54 (Lp3), No. 54 of Resolution 98-55 (L-4), and No. 72 of Resolution 98-50 (L-5)] . Signal at Tassajara Road/South Dublin Ranch Drive: To be constructed with Tassajara Road improvements (see 5.4.2(a)(i)(A). . Signal at Tassajara Road/Gleason Drive: . To be constructed when deemed necessary by the Director of Public Works pursuant to traffic signal warrants. . Signal at Tassajara Road/North Dublin Ranch Drive: MSSH will pay CITY $90,000 (which is estimated to be 50% of the total cost including design) at the time of issuance of the first building permit in the L-6 neighborhood (or such earlier date deemed necessary by CITY's Public Works Director) to fund the cost of a traffic signal at Tassajara Road and North Dublin Ranch Drive. If the total cost of the signal is less than $180,000, CITY shall refund 50% of the difference to MSSH within 30 days of acceptance of the signal by the City. MSSH'S obligation under this paragraph shall terminate if and when the full cost of the traffic signal is provided for and guaranteed by another developer. Dublin/MSSH Dublin Ranch Phase I Project - Exhibit B Page 5 of 18 March 31, 1999 . . . . , ' ' . . . .... -. .. .. ~ .... . ,.r _.' "0" 3?' ~ 51 (ii) Sewer All sanitary sewer improvements to serve the project site (or any recorded phase of the Project) shall be completed in accordance with the tentative subdivision map and DSRSD requirements. (Hi) Water An all weather roadway and an approved hydrant and water supply system shall be available and in service at the site in accordance with the tentative subdivision map to the satisfaction and requirements of the CITY's fire department. All potable water system components to serve the project site (or any recorded phase of the Project) shall be completed in accordance with the tentative subdivision map and DSRSD requirements. Recycled water lines shall be installed in accordance with the tentative subdivision map. (iv) Stonn Drainage Prior to issuance' of the first Certificate of Occupancy for any building which is part of the Project, the storm drainage systems off site, as well as on site drainage systems to the areas to be occupied, shall be improved to the satisfaction and requirements of the Dublin Public Works Department applying CITY's and Zone 7 (Alameda County Flood Control and Water Conservation District, Zone 7) standards and policies which are in force and effect at the time of issuance of the permit for the proposed improvements and shall be consistent with the Drainage Plan. The site shall also be protected from storm flow from off site and shall have in place erosion control measures consistent with the Drainage Plan. .As used herein, "Drainage Plan" shall refer to CITY's master drainage plan. (v) Other Utilities (e.g. gas. electricity. cable televisions. telephone) Construction of other utilities shall be complete by phase prior to issuance of the first Certificate of Occupancy for any building within that specific phase of occupancy. Dublin/MSSH Dublin Ranch Phase I Project - Exhibit B Page 6 of 18 March 31, 1999 jF zt -j :;;, Subsection b. Miscellaneous (i) Completion May be Deferred. . Notwithstanding the foregoing, CITIs Public Works Director may, in his or her sole discretion and upon receipt of documentation in a form satisfactory to the Public Works Director that assures completion, allow MSSH to defer completion of discrete portions of any of the public improvements required for the Project until after the time specified in this agreement for completion of such public improvements or portions thereof if the Public Works Director determines that to do so would not jeopardize the public health, safety or welfare. (ii) Improvement Agreement Prior to constructing the improvements described in Subparagraph 5.4.2(a) above (including The Deferred Conditions) each DEVELOPER, for the improvements it is required to construct, shall submit plans and specifications to CITY's Public Works Director for review and approval and shall enter into an improvement agreement ("Improvement Agreement") \vith CITY for construction and dedication of the public facilities. All such improvements shall be constructed in accordance with City's standards and policies which are in force and effect at the time . of issuance of the pennit for the proposed improvements including, but not limited to, the MacKay & Somps Precise Plan of Tassajara Road ("estimate 19100-1 y") dated October 29, 1998 including any revisions approved by the Public Works Director ("Precise Plan"). (Hi) Bonds Prior to execution of the Improvement Agreement, each DEVELOPER (for the improvements it is required to construct) shall provide a cash monument bond, a performance bond and labor and materials bond or other adequate security to insure that the Improvements described in Subparagraph 5.4.2(a) above (including The Deferred Conditions) will be constructed prior to the times specified above. The performance bond or other security shall be in an amount equal to 100% of the engineer's estimate of the cost to construct the improvements (including design, engineering, administration, and inspection) and the labor and materials bond shall be in an amount equal to 50% of the engineer's estimate. The bonds shall be vllritten by a surety licensed to conduct business in the State of California and approved by CITIs City Manager. DublinIMSSH Dublin Ranch Phase I Project ~ Exhibit B Page 7 of 18 March 31,1999 . . . . .' ; '. , . 37 ,5 5"/ In the event CENTEX, MAYFIELD or STANDARD PACIFIC records a final map prior to MSSH, MSSH as the Master Developer, shall enter into an Improvement Agreement and shall provide CITY with bonds for the Tassajara Road improvements described in 5.4.2(a) (i)(A) and the park improvements described in 5.4.7(a). (iv) Right to Construct Additional Road Improvements \Vith the prior written consent of CIITs Public Works Director, MSSH may, at its option, construct roadway improvements v,\.hich are not described in this Exhibit B if such improvements are described in the resolution establishing the Eastern Dublin Traffic Impact Fee and if such improvements are constructed in their ultimate location. MSSH shall be required to enter into an Improvement Agreement and provide bonds for such improvements, as provided in Subsection (b )(ii) and (iii) above, prior to construction. CITY shall provide a credit to MSSH for the cost of such improvements in the manner and subject to the conditions provided in Subparagraph 5.4.6, Subsections (a), (b) and (c). Subparagraph 5.4.3 -- Phasing. Timing With the exception of the road improvements described in Subparagraph 5.4.2(a)(i), this Agreement contains no requirements that MSSH must initiate or complete development of the Project within any period of time set by CITY. It is the intention of this provision that DEVELOPERS be able to develop the Property in accordance with their own time schedules and the Project Approvals. Subparagraph 5.4.4 -- Financing Plan DEVELOPERS will install all street improvements necessary for the Project at their own cost (subject to credits for certain improvements as provided in Subparagraph 5.4.6 below). Other infrastructure necessary to provide sewer, potable water, and recycled water services to the Project will be made available by the Dublin San Ramon Services District. MSSH has entered into an "Area Wide Facilities Agreement" with the Dublin San Ramon Services District to pay for the cost of o..'tending such services to the Project. Such services shall be provided as set forth in Subparagraph Dublin/MSSH Dublin Ranch Phase I Project - Exhibit B Page 8 of 18 March 31, 1999 .Yo ~ .5'i 5.4.2(a)(ii) and (iii) above. . Subparagraph 5.4.5 -- Fees. Dedications Subsection a. Traffic Impact Fees. DEVELOPERS shall pay the Eastern Dublin Traffic Impact Fee ("TIF") established by Resolution No. 41-96, including any future amendments to such fee. DEVELOPERS will pay such fees no later than the time of issuance of building permits and in the then-current amount of the impact fee. Subsection b. Traffic Impact Fee to Reimburse Pleasanton for Freeway Interchanges. DEVELOPERS shall pay the Eastern Dublin 1-580 Interchange Fee established by City of Dublin Resolution No. 11-96 as amended by Resolution No. 155-98 and by any subsequent resolution which revises such Fee. DEVELOPERS will pay such fees no later than the time of issuance of building permits and in the then-current amount of the impact fee. Subsection c. Public Facilities Fees. . DEVELOPERS shall pay a Public Facilities Fee in the amounts and at the times set forth in City of Dublin Resolution No. 32-96, adopted by the City Council on March 26, 1996, or in the amounts and at the times set forth in any resolution revising the amount of the Public Facilities Fee. DEVELOPERS 'will pay such fees no later than the time of issuance of building permits and in the then-current amount of the impact fee. Subsection d. Noise Mitigation Fee. DEVELOPERS shall pay a Noise Mitigation Fee in the amounts and at the times set forth in City of Dublin Resolution No. 33-96, adopted by the City Council on March 26, 1996, and any amendments thereto. DEVELOPERS will pay such fees no later than the time of issuance of building permits and in the then-current amount of the impact fee. Dublin/MSSH Dublin Ranch Phase I Project. Exhibit B Page 9 of 18 March 31, 1999 . . . . ,-/1 t6 sf Subsection e. School Impact Fees. School impact fees shall be paid by DEVELOPERS in accordance with Government Code section 53080 and the existing agreement between DEVELOPERS' predecessor in interest and the Dublin Unified School District. Subsection f. Fire Impact Fees. DEVELOPERS shall pay a fire facilities fee in the amounts and at the times set forth in City of Dublin Resolution No.3 7 -97 or any subsequent resolution ,~rhich revises such fee. DEVELOPERS will pay such fees no later than the time of issuance of building permits and in the then-current amount of the impact fee. Subs~ction e. Tn-Valley Transportation Development Fee. DEVELOPERS shall pay the Tri-Valley Transportation Development Fee in the amount and at the times set forth in City of Dublin Resolution No. 89-98 or any subsequent resolution which revises such fee. DEVELOPERS will pay such fees no later than the time of issuance of building permits and in the then-current amount of the impact fee. Subparagraph 5.4.6 -- Credit Subsection a. Traffic Impact Fee Improvements Credit CITY shall provide a credit to MSSH for the improvements described in the resolution establishing the TIF if such improvements are constructed by the MSSH in their ultimate location pursuant this Agreement. All aspects of the credit shall be governed by CITY's Administrative Guidelines for Eastern Dublin Traffic Impact Fees (Resolution No. 23-99) ("TIF Guidelines"). It is contemplated that CITY will amend the TIF to increase the amount of the TIF fee due to increases in construction costs and land values and due to the inclusion of portions of Tassajara Road as a project to be funded with fees. In the event that CITY so amends the TIF, notwithstanding the TIF Guidelines, the CITY v.rill make a one-time adjustment to the amount of any credit which MSSH has previously been given for improvements constructed pursuant to this agreement so that the amount of the credit shall be based on the costs of construction used by CITY in its updated TIF. The revised credit shall not be increased for inflation nor Dublin/MSSH Dublin Ranch Phase I Project - Exhibit B Page 10 of 18 March 31,1999 - .". ..;, -" . . ..... '. ~. '. . .', ..' - . ;.....: . . . .'.',.. - -' '. . o. j" '/), ~ ,sr.( . shall interest accrue on it. If any DEVELOPER has paid any TIF fees prior to the . date the credit is increased, such DEVELOPER will pay to CITY the difference between the TIF fees previously paid and the amount that such DEVELOPER would have paid if the revised TIF fees (the first revision after Resolution No. 41-96) had been in effect at the time of payment. Notwithstanding the foregoing, the provisions of this paragraph shall be of no force or effect if the TIF, as set forth in Resolution NoAI-96, has been revised (and the revised fee is effective) on or prior to the date MSSH enters into an Improvement Agreement with CITY to construct the Tassajara Road improvements, except that, in such event, DEVELOPERS shall pay all TIF fees for the Project based on the revised fee, even if the TIF fee was paid prior to the date of the Improvement Agreement. The following example illustrates the provisions of the preceding paragraph. Assume that MSSH entered into an Improvement Agreement for widening Tassajara Road (a Section 1 improvement) on May I, 1999 and that the amount of credit MSSH received was $2,000,000, which amount was based on the costs included in the TIF as of May I, 1999. Assume further than on May 15, 1999, the City Council amends the TIF, to be effective on July IS, 1999, to increase costs of construction, increase land values and add two lanes on Tassajara Road. Assume further that the cost assumptions for the revised TIF show that the improvements which MSSH has . agreed to construct would cost $3,000,000. On July 15, 1999, CITY will increase the amount of credits for MSSH from $2,000,000 to $3,000,000. In this example, a DEVELOPER (e.g. CENTEX) pulled 100 building permits on May 5, 1999 and had paid Section 1 TIF fees in the total amount of $300,000 ($3000 per unit). If the Section 1 TIF fee is increased to $4000 per unit effective July 15, 1999, such DEVELOPER (CENTEX) will owe CITY an additional $100,000 on July 15. Alternatively, if MSSH requests, CITY will deduct $100,000 from MSSH's additional $1,000,000 credit for a net additional credit of $900,000 as follows: Credit Granted on 5/1: $2,000,000 5/5 Permits Obtained 100 Homes Less: Credits Based On Section 1 Fees @ $3,000 ea. <300,000> Net Credit Available 6/30 $1,700,000 7/15 Increased Credit Authorized . Dublin/MSSH Dublin Ranch Phase I Project. Exhibit B Page 11 of 18 March 31, 1999 . ~ .,' - . . . " "" " - -" ." . " . .. ~ :' '. ." .. -", . ~ ". " ' " .' ~ ~. .." ,- "" - ~ " " -. (3 .~ 5f Resolution NoAl-96, has been revised (and the revised fee is effective) on or prior to the date MSSH enters into an Improvement Agreement with CITY to constnlct the Tassajara Road improvements, except that, in such event, DEVELOPERS shall pay all TIF fees for the Project based on the revised fee, even if the TIF fee was paid prior to the date of the Improvement Agreement. Subparagraph 5.4. 7 -~ Miscellaneous Subsection a. Construction of Neighborhood Park MSSH shall dedicate to CITY 5.000 acres of land for the Neighborhood Park shawn as Parcel "J" on the Master Vesting Tentative Map for Tract No. 6925. The land to be dedicated and underlying groundwater shall be free of hazardous substances and MSSH shall present evidence satisfactory to CITY of such condition prior to acceptance. ' The dedication of 3.56 acres of the 5.000 acres shall satisfy MSSH's obligation under Dublin Municipal Code Chapter 9.28 (CIITs Quimby Act ordinance) for neighborhood park land for the Project and shall be a credit against the portion of the Public Facilities Fee for the Project for "Neighborhood Parks, Land. " The dedication of 1.44 acres of the totalS.OOO acres may be used by MSSH as a credit against payment of the portion of the Public Facilities Fees for "Neighborhood Parks, Land"as provided in administrative guidelines governing usage of credits for Facilities Fees to be adopted by CITY. MSSH may transfer such credits to any person owning an interest in land in Eastern Dublin, including specifically CENTEX, MAYFIELD, STANDARD PACIFIC, Jennifer Un, Frederic Un and/or Kevin Un. MSSH shall design and constrUct the Neighborhood Park (including a restroom) in accordance with the neighborhood park standards in CITY's Parks and Recreation Master Plan and CITY's Park Development Standards. The final design of the park shall be approved by CITY which may require peer review of the design at MSSH's cost. If CITY reaches an agreement with the Dublin San Ramon Services District (nDSRSDn) to include a pump station/restroom in the park, DEVELOPER shall revise its plans to accommodate constnlction of such building by DSRSD. Construction documents and specifications and a construction timeline shall be approved by CITY's Public Works Director. MSSH will obtain all required permits Dublin/MSSH Dublin Ranch Phase I Project ~ Exhibit B Page 13 of 18 March 31. 1999 . . '. - . ~ 1ft(, t( 5~ and pay all required fees induding connection fees. Construction inspection will be carried out by CITY pursuant to its standard practices and all such costs will be paid by MSSH. . During construction of the park, MSSH will work with CITY's Public \tv orks Director to stage installation of the improvements to minimize possible public nuisances in the park area during construction. MSSH shall receive a credit for design and construction of the park to be used against the portion of the Public Facilities Fee for "Neighborhood Parks, Improvements." The amount of the credit shall be detennined by CITY based on the standard unit costs in CITY's Public Facilities Fee (induding the Public Facilities Fee Study) provided that if a restroom is constructed in the park by others, no credit shall be provided to MSSH for the design and construCtion of such restroom. The credit shall be granted at the time MSSH enters into an Improvement Agreement and provides bonds to CITY to secure the construction of the park. In the ,event that the amount of the credit exceeds the "Neighborhood Parks, Improvements" portion of the Public Facilities Fee for the L-l, L-4 and L-6 neighborhoods, such excess credits may be used by MSSH as a credit against its . obligation on other projects (if any) for payment of the portion of the Public Facilities Fees for "Neighborhood Parks, Improvements" or may be sold or transferred to CENTEX. MAYFIELD or STANDARD PACIFIC. Jennifer Lin. Frederic Lin, Kevin Lin or any other developer. all as provided in CITY's administrative guidelines governing usage of credits against payment of Public Facilities Fees. Following construction of the park to CITY's standards and to CITY's satisfaction. CITY will accept the park provided that (a) the park is physically completed and the maintenance period has elapsed and (b) a minimum of 75 homes cumulatively have received Certificate of Occupancy in the L-2, L-3 and L-5 neighborhoods. CITY will maintain the park following acceptance. Dublin/MSSH Dublin Ranch Phase I Project - Exhibit B Page 14 of 18 March 31,1999 . MSSH agrees to complete construction of the park no later than Certificate of Occupancy for a cumulative total of 250 homes in the L-2. L-3. and L-5 neighborhoods. Subsection b. Private Recreation Facility in L~3 Neighborhood MSSH will begin construction of the private recreation facility required by ...4. .:." - "....- ."0 " , Y5:6 5'1 . Condition No. 38 of Resolution No. 98-54 (L-3, Tract 6958) upon issuance of the first building permit in the L-1, L-4 or L-6 neighborhoods. MSSH ,vill complete the private recreation facility within 12 months of the start of construction of the private recreation facility. Subsection c. Payment of Costs for Tassajara Interchange and Credit No later than the Effective Date, MSSH will pay CITY the amount of $40,321 to be used by CITY for preparation of the Project Study Report ("PSR") for the Tassajara Interchange. MSSH shall receive a credit in the amount of $40,321 'which MSSH may use against the Section 1 portion of the TIF for the Project or as provided in CIITs TIF Guidelines. The provisions of this paragraph shall be of no force or effect if MSSH has previously paid the sum of $40,321 to CITY for the PSR for the Tassajara Interchange. Upon 20 days' written notice from CITY, MSSH will pay CITY the amount of $37,400 to be used by CITY for preparation of the Project Report ("PR") for the Tassajara Interchange. MSSH shall receive a credit in the amount of $37,400 which l\1SSH may use against the Section I portion of the TIF for the Project or as . provided in CITY's administrative guidelines for usage of TIF Guidelines. Subsection d. Tassajara Road ConstnIction Coordination In order to minimize construction disruption for the public, MSSH will contract with the developers of the Tassajara Meadows I and II projects (and any other developers with projects fronting on Tassajara Road who are obligated to make frontage (non- TIF) improvements to Tassajara Road) to construct such improvements on behalf of such developers, provided that such developers agree to pay MSSH an amount which MSSH considers fair for the performance of such work.. Subsection e. Payment of Funds for Acquisition of Right of Way for ConstnIction of Tassajara Road . Upon 20 days' written notice from CITY, MSSH will pay to CITY the amount of $74,000 to be used by CITY to acquire any right-of-way (including easements) needed for construction by MSSH of Tassajara Road from Dublin Boulevard to North Dublin Ranch Drive, as provided in Section 5.4.2(a)(i)(B). CITY agrees that it will use such monies (and all additional monies paid pursuant to this subsection) to acquire such right-of-way as o..'peditiously as possible. The monies vvill Dublin/MSSH Dublin Ranch Phase 1 Project - Exhibit B Page 15 of 18 March 31.1999 'Lf6 75 5?r. be used by CITY for all expenses associated ,vith the acquisition of such right-of-v,ray, including but not limited to legal descriptions, appraisal fees, title reports, . environmental review and documentation, preparation of all documents for adoption of a resolution of necessity and convenience, court costs (including, but not limited to, fees for preparation of transcripts), costs of litigation, trial and appeal, including document preparation, eA'Pert witness fees and attorney's fees and costs, the fair market value of the land (as mutually agreed upon or as determined by the court), and any award made by the court to the defendants (including but not limited to market value, severance damages, attorneys' fees, appraisers' fees, eA'Pert witness fees, and all other costs) (collectively, "Acquisition Costs"), "i,\rhether or not the eminent domain action results in the acquisition of the real property sought to be condemned. It is anticipated that the Acquisition Costs will be approximately $857, 000. Accordingly, upon written request from CITY and 20 days' notice .stating the reason additional monies are needed, MSSH will pay to CITY any amounts in addition to the initial payment of $74,000 which CITY determines are necessary to acquire such right-of-way. CITY shall provide MSSH with an accounting of the Acquisition Costs and expenses incurred by CITY on a quarterly basis. CITY will keep MSSH apprised of any negotiations for acquisition of the . right-of-way. Prior to entering into any agreement with the owner(s) of the land to be acquired, CITY will consult with MSSH regarding the amount of any proposed payment. However, CITY retains the right to determine the amount of any such payment in its sole discretion. MSSH will receive credit against the TIF for monies paid to CITY pursuant to this subsection used for acquisition of any right-of-way which is within the TIF area needed for the Tassajara Road improvements. The credit shall be in the amount of City's final "Acquisition Costs" needed to acquire such right-of-way. MSSH shall not be entitled to a credit for any monies used to acquire right-of-way which is not in the TIF areas. It is presently estimated that the Acquisition Costs for the right-of- way within the TIF area will be approximately $624,000 and the Acquisition Costs for the right-of-way which is not in the TIF area will be approximately $233,000. This estimate is solely for purposes of establishing an "order of magnitude" as between such two areas and shall not be binding on CITY or MSSH.s The credit shall be granted at the time CITY obtains possession of the DublinIMSSH Dublin Ranch Phase I Project - Exhibit B Page 16 of 18 March 31.1999 . - .., ~ '. . . . .. -. '. .-.. .......- --. .." ...... .' " I L/~ ~ 5'/ . right-of-way in the amount of Acquisition Costs (if possession is acquired by agreement) or in the amount of CITY's "deposit of probable compensation" (if possession is acquired by an "order of immediate possession". Additional credits, if any, will be granted annually based on actual e},:penditures by CITY. Any monies paid by MSSH pursuant to this subsection which are not needed by CITY to acquire the right-of-way shall be refunded to MSSH v.rithin 90 days' follov.ring final judgment of condenmation. Subsection f. Maintenance of Turf in Tassajara Road Oversized Median . As part of the construction of Tassajara Road from Dublin Boulevard to North Dublin Ranch Drive, MSSH, at its own cost and without any right to credit, 'wiIl install turf in the area adjacent to the median reserved for an additional northbound lane and an additional southbound lane. !\1SSH wiIl pay CITY the sum of Forty Thousand Dollars ($40,000) v.rithin 30 days of the Effective Date. The $40,000, plus any interest accruing on it, wiIl be maintained by CITY in a separate account to be used by CITY for maintenance of the turf. If the turf is removed by CITY during the term of this agreement, CITY will refund to I\1SSH all monies remaining in such account. Subsection g. Indemnification MSSH agrees to defend CITY against any claims or actions concerning MSSH's construction of the neighborhood park and/or Tassajara Road improvements and shall indemnify and hold CITY harmless from any damages that may be awarded against CITY in connection with MSSH's construction of the neighborhood park and/or Tassajara Road improvements. Subsection h. Street Lighting Costs . DEVELOPERS have asked. CITY to form an assessment district pursuant to the Lighting and Landscaping Act of 1972 to pay for street lighting in order to satisfy Condition No. 65 of Resolutions 98-57 (M-l) and 98-58 (M-2), No. 63 of Resolution 98-59 (M-3), No. 66 of Resolution 98-52 (L-l), No. 62 of Resolution 98- 53 (L-2), No. 61 of Resolution 98-54 (L-3), No. 48 of Resolution 98-55 (L-4), and No. 65 of Resolution 98-56 (L-5). DEVELOPERS wiIl not protest the formation of such an assessment district or the levy of an assessment. DEVELOPERS agree to Dublin/MSSH Dublin Ranch Phase I Project - Exhibit B Page 17 of 18 March 31,1999 .u g . :p(' 5 V . f :0 ,. ( record a declaration of covenants, conditions and restrictions or a similar document . against the Properties before issuance of a Certificate of Occupancy for any of the Properties which declaration will covenant DEVELOPERS, on behalf of themselves and their successors, to pay a "deed assessment" to CITY for street light maintenance in the event that the assessment for street light maintenance is not levied against the Properties, or any portion of them, in any year. . J:\WPD\MNRS'vV\114\IIB\A.GREE\EX_B.331 EHS:rja Dublin/MSSH Dublin Ranch Phase I Project. Exhibit B Page 18 of 18 March 31, 1999 . . .' ~ i~EI ~i~=- '6 t"!"'ln 3 i~J:II: ~ $l~ g ~~ ~ SD=~cn 8 c;~i~ .!. Q"'~i:ij;iiJ "< QU;g_2. ;. 6"\ e m ...,; ,-- ....... -.. - r;;J .- -=1 o:J . ~ ~ If \ "I I , i ... -< :1 -r > :0:1 ~ -e I > -< :0:1 > :0: :0:1 = - . .../ 111- -ell: -e ---- - 0'" ...0 -< -... ii~ ~ ) L ! /--.- lI: ~~ u I ," I i ~ .-3 ~ > i:C en -ell: =~ en 0 I: . <0 ~ ...... . I J:: . . ... . 1I ~ I , \I S; , 1 :1 :1 > \I i '=' c:: = t: ;r; = ;r; g ==0 o E; -- --...... ..-- '=' = > ;r; c; -:'" .:cs >"" s:i! J:C) ..... '='- >lI: . ...-e 0= c::~ ~~ ... ;r; Cil 1_ ,.u-= ------ 1:.J _O~ Q"'O !!!...~ 2~~ 6r-!;! ;i. ........ ,,-;e -If." -Ill ... ... ~ " I' , \' , I' \: I I' , I' I I' , I' I -e > :01 '" ...-- . .--- ~ ---.-- ..-----...-------- ... > .... to ~ c::> ;r;= ~> lI: N~ g . to ... > 12 t c::> ",,:0:1 -> ...z: -~ '=' Q . III -< > :0:1 :0:1 > I :: :0:1 :0:1 > ~ "'2 0... ;!liS !!!~ is ~~ ;~ 1/>, 'C.. ":0 ~'" coo I/> ... ..... - ... .. -- - ....... '=' c:: III t: ;r; :0:1 > ;r; g - -.:::::. '" C~ \..i\ ~ r. . . , , ~ ., I j . . "\ 50 rf 5,/ Job No. 1910o-1y 10/2S1SB Rev. 1/11/93 JFT . PREUMINARY COST ESTJMATe TASSAJARA ROAD - STATION 76+40 to 131+00 PORTION COVERED BY TIF TO BE BUILT BY SHEA DUBLIN. CAUFO.=1NIA Based on preliminary concept plans prepared by MacKay:S. Somps Tor Tassajara Road ITEM QUANTITY UNiT DESCFUFTION UNIT PRICE AMOUNT A. G~ADING AND STR;:rwO~K 1. LUM? SUM Demolition 2. 27,500 Cy Rough Grade ... ~56 ots" SF Rnish Grade streeVpavement .". -.. ,......... rsmoval . 305,273 . SF Pavement sectIon (4VACl1S"AB!10IlAS3) . ... 1.955 Sf 4" AS under curb and gutter ~. o. 125,470 SF Pavement removal 7. 6,905 ,- 211 X 5- Radwood header _r'"' B. 8,S05 LF Oil A. C. berm 9. LUM? SUM Striping 11. LUMP SUM Traffic controllsi~ning 515,000 . 4.00 110,000 0.25 114,110. 4.10 1,255,720 0,4.0 780 0.20 25,C~O 3.50 31,170 5.00 53,430 25,000 75,000 ESTIMATED TOTAL GRADING AND ST~EeIWORK: $1,705,300 Sf CONCR:T~ 'I'IO~'( 1.. 2, 97B , 0,037 LF 6~ Standard curb and gutt~r LF Median venical curb s.oo 12.00 7,820 .120,440 ESTfMA TEO TOTAL. CONCRETE WORK: S123,25O . '~\:::lo1~s.-T!.".- E,XH\srr B~2 p~o~ 1 of2 e",f'. -t - ..--.,....., ? " .. I.. ~.. r "', : ,.;, 1IIoIo~ , :0-- ..... D- r.....,.... ';':, tS -J: ;; ...... ~ ITEM QUANTITY UNCT .DiSCFUPTlON \JOO NO. 'SlOO"ly 1 0I251~B ~/ "'dsy - '1/ ' nev. ,j' 1.199. UNrr PRICE AMOUNrFT ~. El t:CTRICAUJOfNT TRENCH ,. LUM? SUM Relocate existina ::warhead powsr lines . 2. 24 EA Double arm eleci.rol1ars w/service trench 200,000 . . 4,500.00 10B,000 ESil MATE D TOTAl. ELECTRICAL V;OR~ ~08,OOO D MlSCElJ.ANEOUS CONSTMUCTIO~ , . ,(.... 30- -- ..... '=' , ;;l :;l :;, i Landscaping & irrigation (m~dian) 0.50 301,500 STlMA T50 TOT A.t.. MISe. CONSTFlUCTJON: S301,500 , ESirMA lED rOTA!. CONSTRUCTION COSi: S" "3 050 ~/_ 1 E. ~o~rnNG~NCJ;:S Contingencies: 10 % of construction cost S244,3'0 ;.. . ESTfMA. TEO iOT A.l CONnNQ!NCI:S: S244,31 0 r. CiiY ADMrNtSTRATION. O=SJG~ AND CONST~UCT MANAG=MENT: 20% of Construction Cost 488,610 ~snMAT=OTOTALCONSUl~ANTBUDGET: $4.8815'10 - - .s..UMM4RY GRADING AND STREETWORK CONCRETE WORK ELECTRJCAUJOINT TRENCH MISOaL.ANEOUS CONSTR"UCTION CONTINGENCIES CONSULTANT BUDGETS $1,705,300 , 28,250 303100D 301,500 244,310 483,010 A 3 C D f" '''llCo 'l'IODU~ ':'1=.-- ESTlMA TED TOT A.L IM~ROVEM=NT COST wrrn OUT RIGHT OF WA '(: . EXHISIT B-2 Page 2 of 2 $31175,..980 ".... . ~ 1 k 5~ ~ 5 'i ORDINANCE NO. . AN ORDINANCE OF THE CITY OF DUBLIN APPROVING THE DEVELOPMENT AGREEMENT FOR P A 98-045, DUBLIN RANCH PHASE I THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLO\VS: Section 1. RECITALS 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 Single Family and Medium Density Residential uses and open space uses. A. The proposed Dublin Ranch Phase I Project (P A 98-045) is located within the boundaries of the Eastern Dublin. 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 Dublin Ranch Phase I 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. MSSH Dublin Development, LLC, Standard Pacific Corporation and Centex Homes have filed an application requesting approval of a development agreement for the Dublin Ranch Phase I Project. E. A Development Agreement between the City of Dublin, MSSH Dublin Development, LLC, Standard Pacific Corporation and Centex Homes has been presented to the City Council, a copy of which is attached to the Staff Report as Attachment 1. F. A public hearing on the proposed Development Agreement was held before the Planning Commission on March 23, 1999, for which public notice was given as provided by law. G. The Planning Commission has made its recommendation to the City Council for approval of the Development Agreement. H. A public hearing on the proposed Development Agreement was held before the City . Council on April 6, 1999, for which public notice was given as provided by law. ATTACHMENT 2 \ .53 't .~i . " J. The City Council has considered the recommendation of the Planning Commission at the March 23, 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: 1. The Development Agreement is consistent with the objectives, policies, general land uses and programs specified and contained in the City's General Plan, as amended by the Eastern Dublin General Plan Amendment, and in the Specific Plan in that (a) the General Plan and Specific Plan land use designation for the site is Single Family and Medium Density Residential and open space uses and the proposed project is a residential project consistent with that land use, (b) the project is consistent with the fiscal policies of the General Plan and Specific Plan with respect to provision of infrastructure and public services, and (c) the Development Agreement includes provisions relating to financing, construction and maintenance of public facilities, and similar provisions set forth in the Specific Plan. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located in that the project approvals include a Planned Development Rezoning adopted specifically for the Dublin Ranch Phase I Project. . 3. The Development Agreement is in conformity with public convenience, general welfare and good land use policies in that the Dublin Ranch Phase I 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 1 to the Staff Report) and authorizes the Mayor to sign it. Section 4. RECORDATION Within ten (10) days after the Development Agreement is executed by the Mayor, the City Clerk . shall submit the Agreement to the County Recorder for recordation. ~, ,.. . \ l. ORDINANCE NO. . AN ORDINANCE OF THE CITY OF DUBLIN APPROVING THE DEVELOPMENT AGREEMENT FOR P A 98-045, DUBLIN RANCH PHASE I THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLOWS: Section 1. RECITALS 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 Single Family and Medium Density Residential uses and open space uses. A. The proposed Dublin Ranch Phase I Project (P A 98-045) is located within the boundaries of the Eastern Dublin. B. This project is within the scope ofthe 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 Dublin Ranch Phase I 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. MSSH Dublin Development, LLC, Standard Pacific Corporation, Centex Homes and MSSH Mayfield have filed an application requesting approval of a development agreement for the Dublin Ranch Phase I Project. E. A Development Agreement between the City of Dublin, MSSH Dublin Development, LLC, Standard Pacific Corporation, Centex Homes and MSSH Mayfield has been presented to the City Council, a copy of which is attached to the Staff Report as Attachment 1. F. A public hearing on the proposed Development Agreement was held before the Planning Commission on March 23, 1999, for which public notice was given as provided by law. G. The Planning Commission has made its recommendation to the City Council for approval of the Development Agreement. H. A public hearing on the proposed Development Agreement was held before the City Council on April 6, 1999, for which public notice was given as provided by law. . A TT ACHMENT 2 . ", r i I .t ORDINANCE NO. . AN ORDINANCE OF THE CITY OF DUBLIN APPROVING THE DEVELOPMENT AGREEMENT FOR P A 98-045, DUBLIN RANCH PHASE I THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLOWS: Section 1. RECITALS 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 Single Family and Medium Density Residential uses and open space uses. A. The proposed Dublin Ranch Phase I Project (P A 98-045) is located within the boundaries of the Eastern Dublin. 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 Dublin Ranch Phase I 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. MSSH Dublin Development, LLC, Standard Pacific Corporation, Centex Homes and MSSH Mayfield have filed an application requesting approval of a development agreement for the Dublin Ranch Phase I Project. E. A Development Agreement between the City of Dublin, MSSH Dublin Development, LLC, Standard Pacific Corporation, Centex Homes and MSSH Mayfield has been presented to the City Council, a copy of which is attached to the Staff Report as Attachment 1. F. A public hearing on the proposed Development Agreement was held before the Planning Commission on March 23, 1999, for which public notice was given as provided by law. G. The Planning Commission has made its recommendation to the City Council for approval of the Development Agreement. H. A public hearing on the proposed Development Agreement was held before the City . Council on April 6, 1999, for which public notice was given as provided by law. A TT ACHMENT 2 .I ~ .) J. The City Council has considered the recommendation of the Planning Commission at the March 23, 1999 meeting, including the Planning Commission's reasons for its recommendation, the . Agenda Statement, all comments received in writing and all testimony received at the public hearing. Section 2. FINDINGS AND DETERMINATIONS Therefore, on the basis of (a) the foregoing Recitals which are incorporated herein, (b) the City of Dublin's General Plan, (c) the Eastern Dublin General Plan Amendment, (d) the Specific Plan, (e) the EIR, (t) the Agenda Statement, and on the basis of the specific conclusions set forth below; the City Council finds and determines that: 1. The Development Agreement is consistent with the objectives, policies, general land uses and programs specified and contained in the City's General Plan, as amended by the Eastern Dublin General Plan Amendment, and in the Specific Plan in that (a) the General Plan and Specific Plan land use designation for the site is Single Family and Medium Density Residential and open space uses and the proposed project is a residential project consistent with that land use, (b) the project is consistent with the fiscal policies of the General Plan and Specific Plan with respect to provision of infrastructure and public services, and (c) the Development Agreement includes provisions relating to financing, construction and maintenance of public facilities, and similar provisions set forth in the Specific Plan. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located in that the project approvals include a Planned Development Rezoning adopted specifically for the Dublin Ranch Phase I Project. . 3. The Development Agreement is in conformity with public convenience, general welfare and good land use policies in that the Dublin Ranch Phase I 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 1 to the Staff Report) and authorizes the Mayor to sign it. Section 4. RECORDATION . Within ten (10) days after the Development Agreement is executed by the Mayor, the City Clerk shall submit the Agreement to the County Recorder for recordation. . .. \ J I ../ 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 20th day of April, 1999, by the following votes: AYES: NOES: ABSENT: ABSTAIN: MAYOR ATTEST: . CITY CLERK . . '1 .. j _,to Sf ~ 5( 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 ofthe City of Dublin shall cause the Ordinance to be posted in at least three (3) public places in the City of Dublin in accordance with Section 36933 of the Government Code of the State of California. PASSED AND ADOPTED BY the City Council of the City of Dublin, on this 20th day of April, 1999, by the following votes: A YES: NOES: ABSENT: ABSTAIN: MAYOR ATTEST: . CITY CLERK . \ .. , ., " PROPOSED ORDINANCE NO. AN ORDINANCE OF THE CITY OF DUBLIN APPROVING THE DEVELOPMENT AGREEMENT FOR P A 98-045, DUBLIN RANCH PHASE I THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLOWS: Section 1. RECITALS 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 Single Family and Medium Density Residential uses and open space uses. A. The proposed Dublin Ranch Phase I Project (P A 98-045) is located within the boundaries of the Eastern Dublin. 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 Dublin Ranch Phase I 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 ofthe Specific Plan, including Chapter 11 thereof, require that all projects within the Specific Plan area enter into development agreements with the City. D. MSSH Dublin Development, LLC, Standard Pacific Corporation, Centex Homes and MSSH Mayfield have filed an application requesting approval of a development agreement for the Dublin Ranch Phase I Project. E. A Development Agreement between the City of Dublin, MSSH Dublin Development, LLC, Standard Pacific Corporation, Centex Homes and MSSH Mayfield has been presented to the City Council, a copy of which is attached to the Staff Report as Attachment 1. F. A public hearing on the proposed Development Agreement was held before the Planning Commission on March 23, 1999, for which public notice was given as provided by law. G. The Planning Commission has made its recommendation to the City Council for approval of the Development Agreement. H. A public hearing on the proposed Dcvelopment Agreement was held before the City Council on April 6, 1999, for which public notice was given as provided by law. A TT ACHMENT 2 Revl:l"ej) '....3 ~ . . . f .J. 1. The City Council has considered the recommendation of the Planning Commission at the March 23, 1999 meeting, including the Planning Commission's reasons for its recommendation, the Agenda Statement, all comments received in writing and all testimony received at the public hearing. Section 2. FINDINGS AND DETERMINATIONS Therefore, on the basis of (a) the foregoing Recitals which are incorporated herein, (b) the City of Dublin's General Plan, (c) the Eastern Dublin General Plan Amendment, (d) the Specific Plan, (e) the EIR, (t) the Agenda Statement, and on the basis of the specific conclusions set forth below;- the City Council finds and determines that: 1. The Development Agreement is consistent with the objectives, policies, general land uses and programs specified and contained in the City's General Plan, as amended by the Eastern Dublin General Plan Amendment, and in the Specific Plan in that (a) the General Plan and Specific Plan land use designation for the site is Single Family and Medium Density Residential and open space uses and the proposed project is a residential project consistent with that land use, (b) the project is consistent with the fiscal policies of the General Plan and Specific Plan with respect to provision of infrastructure and public services, and (c) the Development Agreem-ent 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 adopted specifically for the Dublin Ranch Phase I Project. 3. The Development Agreement is in conformity with public convenience, general welfare and good land use policies in that the Dublin Ranch Phase I 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 1 to the Staff Report) and authorizes the Mayor to sign it Section 4. RECORDATION Within ten (10) days after the Development Agreement is executed by the Mayor, the City Clerk shall submit the Agreement to the County Recorder [or recordation. .. ~ ". '" ~ . . . 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 20th day of April, 1999, by the following votes: . AYES: NOES: ABSENT: ABSTAIN: MAYOR ATTEST: CITY CLERK