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HomeMy WebLinkAbout6.4 Emerald Pointe DA • CITY CLERK File # AGENDA STATEMENT CITY COUNCIL MEETING DATE: September 1, 1998 SUBJECT: PUBLIC HEARING: Emerald Pointe Development Agreement(PA 98-025) (Report prepared by: Jeri Ram, Senior Planner) / EXHIBIT ATTACHED: 1) Ordinance Approving Development Agreement 2) Development Agreement RECOMMENDATION: 1) Open continued public hearing 2) Receive staff presentation and public testimony 3) Close public hearing 4) Deliberate 5) Waive second reading and adopt Ordinance approving Development Agreement —INANCIAL STATEMENT: No financial impact anticipated. BACKGROUND: The Planning Commission held a Public Hearing on the proposed Development Agreement on August 11, 1998, and unanimously recommended approval of the Agreement to the City Council. The City Council held a public hearing on August 18, 1998, on the Development Agreement and Interim Agreement. At the meeting the City Council approved the Interim Agreement and held the first reading of the Ordinance approving the Development Agreement. The public hearing was continued to September 1, 1998,for the second reading of the Development Agreement. ANALYSIS: Attached to this Staff Report is a Development Agreement(Exhibit 2)between the City of Dublin and the Surplus Property Authority of the County of Alameda(Alameda County). The City Attorney drafted the proposed Development Agreement with input from City staff, Alameda County Surplus Property Staff and their attorneys. The Development Agreement sets forth the agreements between the parties in relation to many items,including,but not limited to, infrastructure construction and phasing, and the payment of various required impact fees. The Development Agreement becomes effective for a term of five years from the date it is signed COPIES TO: Alameda County Surplus Property Authority Opus West PA File ITEM NO. .4 by the City. The Development Agreement runs with the land and the rights and obligations thereunder can assigned. The main points of the Development Agreement can be found in Exhibit B of the Development Agreement and are highlighted below: The City requires that Developers,in Eastern Dublin pay traffic impact fees for certain City wide improvements to the circulation system. Additionally, fees are charged for certain circulation improvements specific to Eastern Dublin. Developers are also required to make certain improvements to the circulation system that are required as a result of their project. The City determines the direct project impact through a traffic study that is conducted. Based on the traffic study conducted for the Emerald Pointe Project, it was determined that certain improvements were required to the circulation system as a result of the projected future traffic from the project. Some of these improvements will be required immediately as a result of the construction of the Project. Other improvements that were identified could be phased and put in as required by traffic warrants or when other projects come on line. The Agreement sets forth the City Alameda County, and Opus West's understanding in relation to the phasing of infrastructure construction. Conclusion: The Development Agreement furthers the goals of the General Plan and Eastern Dublin Specific Plan by requiring new development to fund the costs of its infrastructure and service. The City of Dublin, Opus West and Alameda County have agreed on the sequencing of infrastructure construction, the payment of impact fees as well as other items required by the Eastern Dublin Specific Plan. RECOMMENDATION: Staff recommends that the City Council reopen the continued public hearing, deliberate, waive the second reading and adopt the Ordinance approving the Development Agreement (Exhibit 1). G:\PA98-025\ccdasrl 2 y3 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DUBLIN APPROVING THE DEVELOPMENT AGREEMENT FOR PA 98-025,THE EMERALD POINTE PROJECT THE CITY COUNCIL OF.THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLOWS: Section 1. RECITALS A. The proposed Emerald Pointe Project(PA98-025) is located within the boundaries of the Eastern Dublin Specific Plan ("Specific Plan") in an area which is designated on the General Plan Land Use Element Map and Eastern Dublin Specific Plan Land Use Map as Industrial/Campus Office. 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 Emerald Pointe 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. The Surplus Property Authority of the County of Alameda and Opus West have filed an application requesting approval.of a development agreement for the Emerald Pointe Project. E. A Development Agreement between the City of Dublin,the Surplus Property Authority of the County of Alameda, and Opus West("Development Agreement")has been presented to the City Council, a copy of which is attached to the Staff Report as Exhibit 2. F. A public hearing on the proposed Development Agreement was held before the Planning Commission on August 11, 1998, 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,which recommendation includes EXHIBIT 1 • 145 • the Planning Commission's determinations with respect to the matters set forth in Section 8.12.080 of the Dublin Municipal Code. H. A public hearing on the proposed Development Agreement was held before the City Council on August 18, 1998, and September 1, 1998, for which public notice was given as provided by law. J. The City Council has considered the recommendation of the Planning Commission(Planning Commission Resolution 98-40 ), including the Planning Commission's reasons for its recommendation, the Agenda Statement, all comments received in writing and all testimony received at the public.hearing. Section 2. FINDINGS AND DETERMINATIONS Therefore, on the basis of(a)the foregoing Recitals which are incorporated herein, (b) the City of Dublin's General Plan, (c)the Eastern Dublin General Plan Amendment, (d)the Specific Plan, (e)the EIR, (f)the Agenda Statement, and on the basis of the specific conclusions set forth below,the City Council finds and determines that: 1. The Development Agreement is consistent with the objectives,policies, general land uses and programs specified and contained in the City's General Plan, as -_ amended by the Eastern Dublin General Plan Amendment, and in the Specific Plan in that (a)the General Plan and Specific Plan land use designation for the site is Industrial/Campus Office (I/CO) and the proposed project is an office 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 Emerald Pointe Project. 3. The Development Agreement is in conformity with public convenience, general welfare and good land use policies in that the Emerald Pointe 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. 2 • 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(Exhibit 2 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. 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 1st day of September, 1998,by the following votes: AYES: NOES: ABSENT: ABSTAIN: MAYOR ATTEST: CITY CLERK G:\PA97-02\daord 3 • City of Dublin When Recorded Mail To: City Clerk • City of Dublin • 100 Civic Plaza Dublin, CA 94568 Space above this line for Recorder's Use • DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBLIN AND OPUS WEST CORPORATION AND THE SURPLUS PROPERTY AUTHORITY OF THE COUNTY OF ALAMEDA FOR THE EMERALD POINTE BUSINESS PARK EXHIBJ1' 2. TABLE OF CONTENTS 1. Description of Property. 3 ?. Interest of Developer, 3 3. • Relationship of City and Developer 3 4. Effective Date and Term. 3•4.1 Effective Date. 3 4.2 Term. 3 ' 5. Use of the Property. 3 5..1 Right to Develop 3 5.2 Permitted Uses 4 5.3 Additional Conditions 4 6. Applicable Rules, Regulations and Official Policies 5 6.1 Rules re Permitted Uses 5 6.2 Rules re Design and Construction 5 6.3 Uniform Codes Applicable 5 7. Subsequently Enacted Rules and Regulations 5 7.1 New Rules and Regulations 5 7.2 Approval of Application 6 7.3 Moratorium Not Applicable 6 8. - Subsequently Enacted or Revised Fees, Assessments and Taxes 6 8.1 Fees, Exactions, Dedications 6 8.2 Revised Application Fees 7 8.3 New Taxes 7 8.4 Assessments 7 8.5 Vote on Future Assessments and Fees 7 9. Amendment or Cancellation 7 9.1 Modification Because of Conflict with State or Federal Laws 7 9.2 Amendment by Mutual Consent 7 _ Dublin/Alameda Development Agreement Table of Contents- Page i of iii for Emerald Pointe Business Park July 30, 1998 • x'sd tsn ssaug alinod pp:iau131O3 8661 `0£�InI �uautaaLv luautdojanaQ Epau ? /u!qnu HI 3o n a�E� -s;ua;uo�;o aigE1, d £I ._ naldnuuEg '6I £I pugj surr luauzaa ray •8 I £I uSIssy 41-121.11 sakiNf1OJ S'LI £I luatuutIssy.10 aSEga1nd •1a3suza pa;-1iuuad fi7'L I Z suop.EatlgO io pagpadg uyelaj of :q ru s,.adoianaQ E-LI Zi iajsuEi , uodn asgaia)i Z'LI Z u2Issy o . i.g2T21 s,2I3dO'I3113Q i'LI Zi slualuu.Srssy puE slaJsu-e , 'LI I I slso3 puE saa3 ,sriau1011V '91 I i ri�iltgE�anas 'SI i • • • • aInD 41_14 30 uoisuaX.xg puE aa-tE22.1oI of l.InE3a(Jo aatloN OI paldilgO 4oN aa2e2-1.IOIAI Z•H OI uomaloid aa2al-I0IAI I'fiI OI a.rno 3o sa.qf .uoi aloid aa5u21.101A. 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Table of Contents - Page iii of iii for Emerald Pointe Business Park July 30, 1998 • THIS DEVELOPMENT AGREEMENT is made and entered in the City of Dublin on this 5th day of May, 1998, by and between the CITY OF DUBLIN, a Municipal Corporation (hereafter "CITY"), the Surplus Property Authority of Alameda County, a public corporation (hereafter "COUNTY"), and Opus West Corporation, a Minnesota Corporation (hereinafter "DEVELOPER") pursuant to the authority of §§ 65864 et seq. of the California Government Code and Dublin Municipal Code, Chapter 8.56. • RECITALS • A. California Government Code §§ 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 DEVELOPER to enter into a development agreement; and D. DEVELOPER desires to develop and holds legal interest in certain real property consisting of approximately 19.6 acres of land, located in the City of Dublin, County of Alameda, State of California, which is more particularly described in Exhibit A attached hereto and incorporated herein by this reference, and which real property is hereafter called the "Property"; and E. DEVELOPER acquired its interest in the Property from COUNTY pursuant to a purchase and sale agreement which allocates rights and obligations as between COUNTY and DEVELOPER. COUNTY is a party to this Agreement because COUNTY will dedicate certain land and receive certain credits; F. DEVELOPER proposes the development of the Property for office uses (the "Project"); and G. DEVELOPER has applied for, and CITY has approved or is processing, various land use approvals in connection with the development of the Project, including a PD District rezoning (Ordinance No. 5-98), general provisions • Dublin/Alameda Development Agreement Page 1 of 18 for Emerald Pointe Business Park July 30, 1998 • c/__g for the PD District rezoning including the Land Use and Development Plan (Res. No. 30-98), and tentative parcel map (Community Development Director Resolution No. 2-98), (collectively, together with any approvals or permits now or hereafter issued with respect to the Project, the "Project Approvals"); and H. Development of the Property by DEVELOPER may be subject to certain future discretionary approvals including site development review, which, if granted, shall automatically become part of the Project Approvals as each such approval becomes effective; and I. CITY desires the timely, efficient, orderly and proper development of said Project; and J. The City Council has found that, among other things, this Development Agreement is consistent with its General Plan and the Eastern Dublin Specific Plan and has been reviewed.and evaluated in accordance with Chapter 8.56; and K. CITY, COUNTY and DEVELOPER have reached agreement and desire to express herein a Development Agreement that will facilitate development of the Project subject to conditions set forth herein; and L. 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 the Mitigated Negative Declaration-for the Santa Rita Business- Center Project and found that the EIR and Mitigated Negative Declaration were adequate for this Agreement; and M. On , 1998, the City Council of the City of Dublin adopted Ordinance No. approving this Development Agreement. The ordinance took effect on , 1998. NOW, THEREFORE, with reference to the foregoing recitals and in consideration of the mutual promises, obligations and covenants herein contained, CITY, COUNTY and DEVELOPER agree as follows: Dublin/Alameda Development Agreement Page 2 of 18 for Emerald Pointe Business Park July 30, 1998 Vi • AGREEMENT I. Description of Property. The Property which is the subject of this Development Agreement is described in Exhibit A attached hereto ("Property"). 2. Interest of Developer. ' The DEVELOPER has a legal or equitable interest in the Property in that it owns the Property 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, COUNTY and DEVELOPER and that neither the DEVELOPER nor COUNTY is an agent of CITY. The CITY, DEVELOPER and COUNTY hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making the CITY, DEVELOPER and COUNTY joint venturers or partners.. 4. Effective Date and Term. 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 five (5) years thereafter, unless said term is otherwise terminated or modified by circumstances set forth in this Agreement. 5. Use of the Property. 5.1 Right to Develop. DEVELOPER shall have the vested right to develop the Project on the Property 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. Dublin/Alameda Development Agreement Page 3 of 18 for Emerald Pointe Business Park July 30, 1998 ,/ o5 y3 5.2 Permitted Uses. The permitted uses of the Property, 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 utilities (operated by CITY) and other terms and conditions of development applicable to the Property, shall be those set forth in this Agreement, the Project Approvals and any amendments-to this Agreement or the Project Approvals. 5.3 Additional Conditions. Provisions for the following ("Additional Conditions") are set forth in Exhibit B attached hereto and incorporated herein by reference. 5.3.1 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.) Not Applicable 5.3.2 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 5.3.3 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 5.3.4 Financing Plan. Financial plans which identify necessary capital improvements such as streets and utilities and sources of funding. See Exhibit B 5.3.5 Fees, Dedications. Terms relating to payment of fees or dedication of property. See Exhibit B Dublin/Alameda Development Agreement Page 4 of 18 for Emerald Pointe Business Park July 30, 1998 • e 5.3.6 Reimbursement. Terms relating to subsequent reimbursement over time for financing of necessary public facilities. See Exhibit B 5.3.7 Miscellaneous. Miscellaneous terms. See Exhibit B 6.. Applicable Rules, 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 Property, governing density and intensity of use of the Property and the maximum height, bulk and size of proposed buildings shall be those in force and effect on the effective date of this Agreement.: 6.2 Rules re Design and Construction. Unless otherwise expressly 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. Ordinances, resolutions, rules, regulations and official policies governing design, improvement and construction standards and specifications applicable to public improvements to be constructed by Developer shall be those in force and effect at the time of the applicable permit approval. 6.3 Uniform Codes Applicable. Unless expressly provided in Paragraph 5 of this Agreement, the Project shall be constructed in accordance with the provisions of the Uniform Building, Mechanical, Plumbing, Electrical and Fire Codes and Title 24 of the California Code of Regulations, relating to Building Standards, in effect at the time of approval of the appropriate building, grading, or other construction permits for the Project. 7. Subsequently Enacted Rules and Regulations. 7.1 New Rules and Regulations. During the term of this Agreement, the CITY may apply new or modified ordinances, resolutions, rules, regulations and official policies of the CITY to the Property 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 Property as set forth in this Agreement if: (a) the application Dublin/Alameda Development Agreement Page 5 of 18 for Emerald Pointe Business Park July 30, 1998 /3 y3 of such new or modified ordinances, resolutions, rules, regulations or official policies would not prevent, impose a substantial financial burden on, or materially delay development of the Property as contemplated by this Agreement and the Project Approvals and (b) if such ordinances, resolutions, rules, regulations or official policies have general applicability. 7.2 Anproval of Application. Nothing in this Agreement shall prevent the CITY from denying or conditionally approving any subsequent land use permit or authorization for the Project on the basis of such riew or modified ordinances, resolutions, rules, regulations and policies except that such subsequent actions shall be subject to any conditions, terms, restrictions, and requirements expressly set forth herein. 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 CITY, 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 Property, this Agreement or the Project Approvals unless the building moratorium is imposed as part of a declaration of a local emergency or state of emergency as defined in Government Code § 8558. 8. Subsequently-Enacted or Revised Fees, Assessments and Taxes. 8.1 Fees, Exactions, Dedications. CITY and DEVELOPER agree that the fees payable and exactions required in connection with the development of the Project 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 Ordinance No. 5-98, Resolution No. 30- 98, and the tentative parcel map (Community Development Director Resolution No. 2-98) 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 eadsting fees,dedications of land or construction of public improvements, in connection with any subsequent discretionary approval for the Property, except as set forth in Ordinance No. 5-98, Resolution No. 30-98, and the tentative parcel map and this Agreement (including Exhibit B, subparagraph 5.3.5). Dublin/Alameda Development Agreement Page 6 of 18 for Emerald Pointe Business Park July 30, 1998 /x e-/3 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 shall apply to the Project provided that: (1) 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. DEVELOPER does not waive its 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.. 8.5 Vote on Future Assessments and Fees. In the event that any assessment, fee or charge which is applicable to the Property is subject to Article XIIID of the Constitution and DEVELOPER does not return its ballot, DEVELOPER __ agrees, on behalf of itself and its successors, that CITY may count DEVELOPER's ballot as affirmatively voting in favor of such assessment, fee or charge. 9. Amendment or Cancellation. • • 9.1 Modification Because of Conflict with State or Federal Laws. In the event that state or federal laws or regulations enacted after the effective date of this Agreement prevent or preclude compliance with one or more provisions of this Agreement or require changes in plans, maps or permits approved by the 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 by mutual consent of the parties hereto and in accordance with the procedures of State law and Chapter 8.56. • Dublin/Alameda Development Agreement Page 7 of 18 for Emerald Pointe Business Park July 30, 1998 • /s A �✓ 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 Property as provided in paragraph 5.2; (c) provisions for "significant" reservation or dedication of land as provided in Exhibit B; (d) conditions, terms, restrictions or requirements for subsequent discretionary actions; (e) the density or intensity of use of the Project; (f) the maximum height or size of proposed buildings; or (g) monetary contributions by 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 Property; (b) provision for reservation or dedication of land; (c) conditions, terms, restrictions or requirements for subsequent discretionary actions; (d) the density or intensity of use of the Project; (e) the maximum height or size of proposed buildings; (f) monetary contributions by the DEVELOPER; or (g) public improvements to be constructed by DEVELOPER shall require an amendment of this Agreement. Such amendment shall be limited to those provisions of this Agreement which are implicated by the amendment of the Project Approval. Any other 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 part 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. 10. Term of Project Approvals. Pursuant to California Government Code Section 66452.6(a), the term of the tentative map described in Recital G above shall automatically be extended for the term of this Agreement. The term of any other Project Approval shall be extended only if so provided in Exhibit B. Dublin/Alameda Development Agreement Page 8 of 18 for Emerald Pointe Business Park July 30, 1998 y) 11. Annual Review. 11.1 Review Date. The annual review date for this Agreement shall be August 15, 1999 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 DEVELOPER thirty (30) days' Written notice that the CITY intends to undertake such review. DEVELOPER shall provide evidence to the Community Development Director prior to the hearing on the annual review, as and when reasonably determined necessary by the Community Development Director, to demonstrate good faith compliance with the provisions of the Development Agreement. The burden of proof by substantial evidence of compliance is upon the DEVELOPER. 11.3 Staff Reports. To the extent practical, CITY shall deposit in the mail and fax to DEVELOPER a copy of all staff reports, and related exhibits concerning contract performance at least five (5) days prior to any annual review. 11,.4 Costs. Costs reasonably incurred by CITY in connection with the annual review shall be paid by DEVELOPER in accordance with the City's schedule of fees in effect at the time of review. 12. DefauIt.. • 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 otherwise provided form this Agreement or in City's regulations governing • development agreements, expressly including the remedy of specific performance of this Agreement. 12.2 Notice and Cure. Upon the occurrence of an event of default by either party, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured by the defaulting party within thirty (30) days after service of such notice of default, the nondefaulting party may then commence any legal or equitable action to enforce its rights under this Agreement; provided, however, that if the default cannot be cured within such thirty (30) day period, the nondefaulting party shall refrain from any such legal or equitable action so long as the defaulting party begins to cure such default within such thirty • Dublin/Alameda Development Agreement Page 9 of 18 for Emerald Pointe Business Park July 30, 1998 / 9iv (30) day period and diligently pursues such cure to completion. Failure to give notice shall not constitute a waiver of any default. 12.3 . No Damages 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. Either party may, at any time, and from time to time, request -written notice from the 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 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 are true, and any party may rely on such deemed certification. 14. Mortgagee Protection: Certain Rights of Cure. 14.1 Mortgagee Protection. This Agreement shall be superior and senior to any lien placed upon the Property, or any portion thereof after the date of recording this Agreement, including the lien for any deed of 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") who acquires title to the Property, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. • 14.2 Mortgagee Not Obligated. Notwithstanding the provisions of Section 14.1 above, no Mortgagee shall have any obligation or duty under this • Dublin/Alameda Development Agreement Page 10 of 18 for Emerald Pointe Business Park July 30, 1998 • • Agreement, before or after foreclosure or a deed in lieu of foreclosure, to construct or complete the construction of improvements, or to guarantee such construction of improvements, or to guarantee such construction or completion, or to pay, perform or provide any fee, dedication, improvements or other exaction or imposition; provided, however, that a Mortgagee shall not be entitled to devote the Property to any uses or to construct any improvements thereon other than those uses or improvements provided for or authorized by the Project Approvals or by this Agreement. • 14.3 Notice of Default to Mortgagee and Extension of Right to Cure. If CITY receives notice from a Mortgagee requesting a copy of any notice of default given DEVELOPER hereunder and specifying the address for service thereof, then CITY shall deliver to such Mortgagee, concurrently with service thereon to DEVELOPER, any notice given to DEVELOPER with respect to any claim by CITY that DEVELOPER has committed an event of default. Each Mortgagee shall have the right during the same period available to DEVELOPER to cure or remedy, or to commence to cure or remedy, the event of default claimed set forth in the CITY's notice. CITY, through its City Manager, may extend the thirty-day cure period provided in paragraph 12.2 for not more than an additional sixty (60) days upon request of DEVELOPER or a Mortgagee. 15. Severability. The unenforceability, invalidity or illegality of any provisions, covenant, condition or term of this Agreement shall not render the other provisions unenforceable, invalid or illegal. 16. Attorneys' Fees and Costs. If CITY or DEVELOPER initiates any action at law or in equity to enforce or interpret the terms and conditions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs in addition to any other relief to which it may otherwise be entitled. If any person or entity not a party to this Agreement initiates an action at law or in equity to challenge the validity of any provision of this Agreement or the Project Approvals, the parties shall cooperate in defending such action. DEVELOPER shall bear its own costs of defense as a real party in interest in any such action, and shall reimburse CITY for all reasonable court costs and attorneys' fees expended by CITY in defense of any such action or other proceeding. • Dublin/Alameda Development Agreement Page 11 of 18 for Emerald Pointe Business Park July 30, 1998 /9 e 4)3 17. Transfers and Assignments. 17.1 DEVELOPER'S Right to Assign. All of DEVELOPER'S rights, interests and obligations hereunder may be transferred, sold or assigned in conjunction with the transfer, sale, or assignment of all of the Property subject hereto at any time during the term of this Agreement, provided that no transfer, sale or assignment of DEVELOPER'S rights, interests and obligations hereunder shall occur .without the prior written notice to CITY and approval by the City Manager,which approval shall not be unreasonably withheld or delayed. The City Manager shall consider and decide the matter within 10 days after DEVELOPER'S notice, provided all necessary documents, certifications and other information are provided to the City Manager. 17.2 Release Upon Transfer. Upon the transfer, sale, or assignment of all of DEVELOPER's rights, interests and obligations hereunder pursuant to subparagraph 17.1 of this Agreement, DEVELOPER shall be released from the obligations under this Agreement, with respect to the Property.transferred, sold, or assigned, arising subsequent to the date of City Manager approval of such transfer, sale, or assignment; provided, however, that if any transferee, purchaser, or assignee approved by the City Manager expressly assumes all of the rights, interests and obligations of DEVELOPER under this Agreement, DEVELOPER shall be released with respect to all such rights, interests and assumed obligations. In any event, the transferee, purchaser, or assignee shall be subject to all the provisions hereof and shall provide all necessary documents, certifications and other necessary information prior to City Manager approval. 17.3 Developer's Right to Retain Specified Rights or Obligations. Notwithstanding subparagraphs 17.1 and 17.2 and paragraph 18, DEVELOPER may withhold from a sale, transfer or assignment of this Agreement certain rights, interests and/or obligations which DEVELOPER shall retain, provided that DEVELOPER specifies such rights, interests and/or.obligations in a written document to be appended to this Agreement and recorded with the Alameda County Recorder prior to the sale, transfer or assignment of the Property. DEVELOPER'S purchaser, transferee or assignee shall then have no interest or obligations for such rights, interests and obligations and this Agreement shall remain applicable to DEVELOPER with respect to such retained rights, interests and/or obligations. Dublin/Alameda Development Agreement Page 12 of 18 for Emerald Pointe Business Park July 30, 1998 • 17.4 Permitted Transfer, Purchase or Assignment. The sale or other transfer of any interest in the Property to a purchaser ("Purchaser") pursuant to the exercise of any right or remedy under a deed of trust encumbering DEVELOPER'S interest in the Property shall not require City Manager approval pursuant to the provision of paragraph 17.1. Any subsequent transfer, sale or assignment by the Purchaser to a subsequent transferee, purchaser, or assignee shall be subject to the provisions of paragraph 17.1. 17.5 COUNTY's Right to Assign. COUNTY shall not assign its rights interests or obligations hereunder. 18. Agreement Runs with the Land. 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 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 Property hereunder, or with respect to any owned property, (a) is for the benefit of such properties and is a burden upon such properties, (b) runs with such properties, and (c) is binding upon each party and each successive owner during its ownership 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. DEVELOPER agrees to indemnify, defend and hold harmless CITY, and its elected and appointed councils, boards, commissions, officers, agents, • Dublin/Alameda Development Agreement Page 13 of 18 for Emerald Pointe Business Park July 30, 1998 • employees, and representatives from any and all claims, costs (including legal fees and costs) and liability for any personal injury or property damage which may arise directly or indirectly as a result of any actions or inactions by the DEVELOPER, or any actions or inactions of DEVELOPER'S contractors, subcontractors, agents, or employees in connection with the construction, improvement, operation, or maintenance of the Project, provided that DEVELOPER shall have no indemnification obligation with respect to negligence or wrongful conduct of CITY, its contractors, subcontractors, agents or employees or with respect to the • maintenance, use or condition of any improvement after the time it has been dedicated to and accepted by the CITY or another public entity (except as provided in an improvement agreement or maintenance bond). COUNTY agrees to indemnify, defend and hold harmless CITY, and its elected and appointed councils, boards, commissions, officers, agents, employees, and representatives from any and all claims, costs (including legal fees and costs) and liability for any personal injury or property damage which may arise directly or indirectly as a result of any actions or inactions by the COUNTY, or any actions or inactions of COUNTY's contractors, subcontractors, agents, or employees in connection with the construction, improvement, operation, or maintenance of the Project, provided that COUNTY shall have no indemnification obligation 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). 21. Insurance. 21.1 Public Liability and Property Damage Insurance. During the term of this Agreement, 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 Workers Compensation Insurance. During the term of this Agreement DEVELOPER shall maintain Worker's Compensation insurance for all persons employed by DEVELOPER for work at the Project site. DEVELOPER shall • Dublin/Alameda Development Agreement Page 14 of 18 for Emerald Pointe Business Park July 30, 1998 f?a y� require each contractor and subcontractor similarly to provide Worker's Compensation insurance for its respective employees. DEVELOPER agrees to indemnify the City for any damage resulting from DEVELOPER's failure to maintain any such insurance. 21.3 Evidence of Insurance. Prior to City Council approval of this Agreement, DEVELOPER shall furnish CITY satisfactory evidence of the • insurance required in Sections 21.1 and 21.2 and evidence that the'carrier is required . to give the CITY at least fifteen days prior written notice of the cancellation or reduction in coverage of a policy. The insurance shall extend to the CITY, its elective and appointive boards, commissions, officers, agents, employees and representatives and to DEVELOPER 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: City Manager City of Dublin P.O. Box 2340 Dublin, CA 94568 Notices required to be given to COUNTY shall be addressed as follows: Patrick Cashman • Project Director Surplus Property Authority of Alameda County 225 W. Winton Avenue, Room 151 Hayward, CA 94544 and Dublin/Alameda Development Agreement Page 15 of 18 for Emerald Pointe Business Park July 30, 1998 • • Adolph Martinelli Director of Planning County of Alameda 399 Elmhurst Street Hayward, CA 94544 Notice required to be given to DEVELOPER shall be addressed as follows: Robert O'Gorman Opus Corporation 6130 Stoneridge Mall Road, Suite 115 Pleasanton, CA 94588 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 expiration of 48 hours after being deposited in the United States Mail. Notices may also be given by overnight courier which shall be deemed given the following day or by facsimile transmission which shall be deemed given upon verification of receipt. 24. Recitals. The foregoing Recitals are true and correct and are made a part hereof. 25. Agreement is Entire Understanding. This Agreement constitutes the entire understanding and agreement of the parties. 26. Exhibits. The following documents are referred to in this Agreement and are attached hereto and incorporated herein as though set forth in full: Exhibit A Legal Description of Property . Exhibit B Additional Conditions a 16 of 18 Dublin/Alameda Development Agreement Page for Emerald Pointe Business Park • July 30, 1998 Exhibit C Dublin Boulevard Right-of-Way 27. Counterparts. This Agreement is executed in two (2) duplicate originals, each of which is-deemed to be an original. 28. Recordation. CITY shall record a copy of this Agreement within ten days following execution by all parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written. CITY OF DUBLIN: By: Date: Mayor Attest: By: Date: City Clerk Approved as to Form: City Attorney SURPLUS PROPERTY AUTHORITY . OF ALAMEDA COUNTY: Date: Adolph Martinelli of 18 ` Dublin/Alameda Development Agreement Page 17 1 eement July 17 1 18 for Emerald Pointe Business Park as . 3 • Its Manager Approved as to Form: • Attorney for Surplus Property Authority of the County of Alameda OPUS WEST CORPORATION Date: Its: (NOTARIZATION ATTACHED) • EHS:rja J:\WPD\MNRSW\114\112\AGREE\199 8\EMERALDA.730 Dublin/Alameda Development Agreement Page 18 of 18 for Emerald Pointe Business Park July 30, 1998 • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT a6 o _ V- C, ,,..-GC ce'.cc...."z•c cC ccCC,z.cc rC�-:C,-w..c!>cC.cCCCCCcCc Cc cCC .�'C.c CBC>.c('.cC..ff."-r cY.c:c c\C.ccscC C�C.cc`. .c(,.G-,;(54r�• • State of QJ • County of (8 On before me, AY ■ 40 t• '... I L <" Date C a y .S• //oeZ5ITI.o,4J Name a nd Title of•'ice.g.,'Jane Doe,Notary Pub is") personally appeared ,' Name(s)of Signer(s) Z`: r: X personally known to me–OR–❑proved to me on the basis of satisfactory evidence to be the person(4 g whose name ) is/tre subscribed to the within instrument g sy �, and acknowledged to me that he/01MA executed the . same in his/ r/r y r authorized capacit ),and that by r • his/deft ?signature,(djon the instrument the personkj, g or the entity upon behalf of which the person. ) acted, executed the instrument. WITNESS my hand and official seal. �Y; Signature of Notary Public P OPTIONAL P.. Though the information below is not required.by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached DocumentEflA pobvTE Title or Type of Document:DEVELoP M k Document Date: Number of Pages: Signer(s) Other Than Named Above:0� T 4 & P111.S PQOPEATY k Capacity(ies) Claimed by Signer(s) L/ie 7 � //�5 Si ner's Name: g Signer's Name 9 Cl Individual 0 Individual P ❑ Corporate Officer ❑ Corporate Officer g Title(s): Title(s): • ❑ Partner—0 Limited ❑ General ❑ Partner—❑ Limited ❑ General • ❑ Attorney-in-Fact ❑ Attorney-in-Fact g • ❑ Trustee ❑ Trustee gx. R_IGHTTHUMBPRINT RIGHTTHUMBPRIIYT • ❑ Guardian or Conservator -:-;,. TTHUNIEPRIN ❑ Guardian or Conservator oFSIGNt79 _=: Other: Top of thumb here ❑ Other: Top of thumb here ;g -•,,,i ❑ Signer Is Representing: Signer Is Representing: &ffY ag tL&JN @ 1995 National Notary Association•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 Prod.No.5907 Reorder:Call Toll-Free 1-800-876-6827 State of California ) ) ss. • County of Alameda ) On before me, a Notary Public, •personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. • WITNESS my hand and official seal. NOTARY PUBLIC • EXHU3 % T 11 ,?y• e LEGAL DESCRIPTION PARCEL TWO, PARCEL MAP 7233 ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE CITY OF DUBLIN, COUNTY OF ALAMEDA, STATE OF.CALIFORNIA, DESCRIBED AS FOLLOWS: BEING ALL OF PARCEL TWO AS SAID PARCEL IS SHOWN ON THAT CERTAIN MAP ENTITLED "PARCEL MAP 7233" FILED JUNE 26, 1998, IN BOOK 236 OF PARCEL MAPS AT PAGES 7 THROUGH 13, INCLUSIVE, IN THE OFFICE OF THE RECORDER OF ALAMEDA COUNTY, STATE OF CALIFORNIA, SAID PARCEL BEING MORE PARTICULARLY • DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL TWO AS SHOWN ON SAID MAP; THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL TWO, SOUTH 88°13'36" EAST, 878.51 FEET TO THE WESTERLY RIGHT OF WAY LINE OF HACIENDA DRIVE (RIGHT OF WAY VARIES)AS SHOWN ON SAID MAP; THENCE SOUTHERLY ALONG SAID WESTERLY RIGHT OF WAY LINE OF THE FOLLOWING SEVEN (7)COURSES: 1. . SOUTH 01°11'51"WEST, 377.92 FEET; 2. NORTH 88°48'09"WEST, 5.00 FEET; 3. SOUTH 01°11'51"WEST, 164.00 FEET; 4. NORTH 88°48'09"WEST,4.00 FEET; 5. SOUTH 1°11'51"WEST, 196.00 FEET; 6. NORTH 88°48'09"WEST, 9.00 FEET; 7. SOUTH 1°11'51"WEST, 279.00 FEET; THENCE LEAVING SAID WESTERLY RIGHT OF WAY LINE OF HACIENDA DRIVE IN A GENERAL WESTERLY DIRECTION ALONG THE NORTHERLY RIGHT OF WAY LINE OF CENTRAL PARKWAY (AS SHOWN ON SAID MAP) THE FOLLOWING FOURTEEN (14) COURSES: 1. SOUTH 46°11'51"WEST 39.60 FEET; 2. NORTH 88°48'09"WEST 21.31 FEET; 3. ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 949.00 FEET THROUGH A CENTRAL ANGLE OF 14°12'37",AN ARC DISTANCE OF 235.37 FEET; 4. NORTH 74°35'32"WEST, 51.04 FEET 5. NORTH 15°24'28" EAST, 8.00 FEET; 6. NORTH 74°35'32"WEST, 20.00 FEET; . 7. . SOUTH 15°24'28"WEST, 8.00 FEET; 8. NORTH 74°35°32"WEST, 106.69 FEET 1998/0811LD-MJF/97650-9 . Page 1 of 2 • oV9 y- •• 9. NORTH 15°24'28" EAST, 8.00 FEET; 10. NORTH 74°35'32"WEST, 80.10 FEET;. 11. ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 1059.00 FEET THROUGH A CENTRAL ANGLE OF 6°16'28", AN ARC DISTANCE OF 115.97 FEET; 12. SOUTH 9°08'00"WEST, 8.00 FEET; • 13. ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 1051.00 FEET,THROUGH A CENTRAL ANGLE OF 7°44'25", AN ARC DISTANCE OF 141.98 FEET; 14. NORTH 88°36'25" WEST, 77.01 FEET TO THE SOUTHWEST CORNER OF SAID PARCEL TWO; • THENCE LEAVING SAID NORTHERLY RIGHT OF WAY LINE NORTHERLY ALONG THE WESTERLY LINE OF SAID PARCEL TWO, NORTH 1°23'35" EAST, 929.01 FEET TO THE POINT OF BEGINNING. • CONTAINING AN AREA OF 19.686 ACRES, MORE OR LESS. THIS REAL PROPERTY DESCRIPTION HAS BEEN PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYORS ACT, AND SHALL NOT BE UTILIZED'IN ANY CONVEYANCE, WHICH MAY VIOLATE THE SUBDIVISION MAP ACT OF THE STATE.OF CALIFORNIA OR LOCAL ORDINANCES. u. KIER&WRIGHT CIVIL.ENGINEERS AND SURVEYORS, INC. • 60/7/14e4iej - Vii- ‘414z./,J'r /{)/ 2=e MICHAEL J. FOLEY,4 5777 DATE LICENSE EXPIRATION DATE: 06-30-2000 - • • • • '1CHA LJ.F• r . 2000 / • . No.5777 ` i , 4- • • 1998/0811LD-MJF/97650-9 Page 2 of 2 30 e v- EXHIBIT B Additional Conditions The following Additional Conditions are hereby imposed pursuant to Paragraph 5.3 above. Subparagraph 5.3.1 -- Subsequent Discretionary Approvals . None. Subparagraph 5.3.2 -- Mitigation Conditions Subsection a., Infrastructure Sequencing Program The Infrastructure Sequencing Program for the Project is set forth below. (i) Roads: The project-specific roadway improvements (and offers of dedication) described below and those identified in Resolution No. 2-98 of the Community Development Director Approving Tentative Parcel Map 7233 shall be completed by DEVELOPER to the satisfaction of the Public Works Director at the times and in the manner specified in Resolution No. 2-98 unless otherwise provided below. All such roadway improvements shall be constructed to the satisfaction and requirements of .CITY's Public Works Director. A. Hacienda Drive (Condition 46) Condition No. 46 of R esolution No. 2-98 shall be revised to read as follows: "A 12' left-turn pocket shall be installed on northbound Hacienda Drive to allow left turns into the easterly driveway of the Project. The left-turn pocket shall be installed no later than Certification of Occupancy for the first building. Minimum turn length shall be 250' with a 90' taper. The median break shall be constructed to accommodate a future left-turn pocket of identical • Dublin/Alameda Development Agreement Page 1 of 14 for Emerald Pointe Business Park-Exhibit B July 30, 1998 • dimensions in the westbound direction at the Project entrance. Notwithstanding the foregoing, the City Engineer may eliminate the left hand turn lane and prohibit the left turn movement into the easterly driveway of the Project if the City Engineer determines that the left hand turn movement is.unsafe due to turning movements, traffic congestion or other reasons." B. Traffic Signal at Hacienda Drive and Central Parkway (Condition 48) Condition No. 48 of Resolution No. 2-98 shall be revised to read as follows: • "DEVELOPER shall construct a traffic signal at Hacienda Drive and Central Parkway no later than Certificate of Occupancy for the first building." • C. Traffic Signal at Tassajara Road and Gleason Drive (Condition 49) Condition No. 49 of Resolution No. 2-98 shall be revised to read as follows: "COUNTY will construct the traffic signal at Tassajara Road and Gleason Drive, unless constructed by others. Within one year of notification from the Public Works • Director, COUNTY shall construct such signal." D. Traffic Signal at Hacienda Drive and "S" Street (Condition 50). Condition No. 50 of Resolution No. 2-98 shall be revised to read as follows: "DEVELOPER shall construct the traffic signal at Hacienda Drive and "S" Street no later than Certificate Dublin/Alameda Development Agreement Page 2 of 14 • for Emerald Pointe Business Park-Exhibit B July 30, 1998 3a y3 of Occupancy of the first building. CITY shall pay to COUNTY all funds received by CITY through other development agreements for the cost of such traffic signal at the time CITY accepts the traffic signal (together with interest earned on such funds). Prior to the CITY accepting the signal, DEVELOPER shall provide CITY the actual cost of construction of the • signal in a form acceptable to CITY." • • E. Hacienda Drive (Central Parkway to Gleason Drive) "Hacienda Drive shall be modified to provide three (3) lanes (2 northbound and 1 southbound) between Central Parkway and Gleason Drive. This improvement shall be completed no later than Certificate of Occupancy for the first building" F. Dublin Boulevard (BART to Hacienda Drive) As part of the improvements required by Condition No. 55 of Resolution No. 2-98, DEVELOPER will install a traffic signal at Dublin Boulevard and Arnold Road. G. Interim Traffic PIan and Improvements for Dublin Boulevard Extension DEVELOPER shall prepare an Interim Traffic Plan. The Interim Traffic Plan will show how traffic from and to the Project will be accommodated prior to acceptance by CITY of the new alignment of Dublin Boulevard from the BART station to Hacienda Drive (Condition 55 of Resolution No. 2-98). The Interim Traffic Plan shall identify all interim traffic improvements necessary for occupancy which may include, but shall not be limited to, an interim traffic signal at Dublin Boulevard (existing alignment) and Arnold Road. The Interim Traffic Plan shall be submitted to and approved by CITY's Public Works Director no later than the time CITY approves improvement plans for construction of public improvements. Dublin/Alameda Development Agreement Page 3 of 14 for Emerald Pointe Business Park-Exhibit B July 30, 1998 • Any interim traffic improvements identified in the Interim Traffic Plan shall be constructed by DEVELOPER No Certificate of Occupancy shall be issued for the Project until all interim traffic improvements have been constructed. If, following approval of the Interim Traffic Plan and prior to completion of the new alignment of Dublin Boulevard from the BART station to. Hacienda Drive, the Public Works Director determines that there are changed traffic conditions not anticipated when the Interim Traffic Plan was approved, the Public Works Director • may require the DEVELOPER to•construct additional interim traffic improvements not included in the Interim Traffic Plan and DEVELOPER shall construct such improvements. H. Traffic Signal at Hacienda Drive and Gleason Drive • COUNTY will design and construct a traffic signal at Hacienda .Drive and Gleason Drive within one year of notification by the Public Works Director. To the extent practical, the notice shall be timed so that the work shall be completed immediately prior to the point where Level of Service E occurs on Hacienda Drive. I. Traffic Signal at Arnold Drive and Central Parkway COUNTY will design and construct a traffic signal at Arnold Drive and Central Parkway within one year of notification by the Public Works Director. To the extent practical, the notice shall be timed so that the work shall be completed immediately prior to the point where Level of Service E occurs on Central Parkway. J. I-580 at Santa Rita RoadfTassajara Road Eastbound Off Ramp • Condition No. 52 of Resolution No. 2-98 shall be revised to read as follows: "The Public Works Director shall determine when the eastbound off-ramp from I- 580 at the Santa Rita/Tassajara Road exit shall be widened or restriped to provide one exclusive through lane and two left-turn lanes (with the existing free right-turn lane Dublin/Alameda Development Agreement Page 4 of 14 for Emerald Pointe Business Park-Exhibit B July 30, 1998 • remaining). In conjunction with this improvement, the traffic signal shall be modified to provide protected left-turn phasing on the east and west legs (removing the existing split phasing). The Public Works Director shall also determine when the westbound approach on Pimlico Drive will need to provide a second left turn lane. • Within one year of notification by the Public Works Director, unless otherwise constructed by others and provided consent from Caltrans and the City of.Pleasanton, if necessary, has been obtained, COUNTY shall • design and construct these improvements to the satisfaction of the Public Works Director with input from the City of Pleasanton where applicable. To the extent practical; the notice shall be timed so that the work shall be completed immediately prior to the point where Level of Service E occurs." K. Miscellaneous The obligation of subsection (C), (H), (I) and (J) above shall be of no force or effect until DEVELOPER obtains the first building permit for the Project. Once effective, such obligations shall survive termination of this Agreement. Within sixty (60) days of the Effective Date, COUNTY shall provide CITY with security for the costs of design and construction of the improvements described in subparagraphs C, H, I and J above in an amount satisfactory to the Public Works Director. The security may consist of a document, satisfactory to the City Attorney, pledging COUNTY'S existing credits against payment of the traffic impact fees as security. The security required by the preceding sentences is not a substitute for the Improvement Agreement and bonds required by Subparagraph 5.3.2, subsection (b) (ii) and (iii) below. DEVELOPER and COUNTY shall be responsible for transitioning existing improvements to match improvements required by this Agreement, including • Dublin/Alameda Development Agreement Page 5 of 14 for Emerald Pointe Business Park-Exhibit B July 30, 1998 • dedications, to the satisfaction of the CITY's Public Works Director: (ii) Sewer All sanitary sewer improvements to serve the project site (or any recorded phase of the Project) shall be completed in accordance with the tentative subdivision map and DSRSD requirements. (iii) Water • An all weather roadway and an approved hydrant and water supply system shall be available and in service at the site in accordance 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) Storm 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 erosion control measures in place to protect downstream facilities and properties from erosion and unclean storm water consistent with the Drainage Plan. As used herein, "Drainage Plan" shall refer to CITY's master drainage plan. (v) Other Utilities e._. _as electricity cable televisions tele•hone Construction shall be complete by phase prior to issuance of the first Certificate of Occupancy for any building within that specific phase of occupancy. Dublin/Alameda Development Agreement Page 6 of 14 for Emerald Pointe Business Park-Exhibit B July 30, 1998 3i e y3 • Subsection b. MisceIIaneous (i) Completion May be Deferred. Notwithstanding the foregoing, CITY's 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 DEVELOPER or COUNTY to defer completion of discrete portions of any of the public improvements required for the Project until after issuance of Certificate of Occupancy for the first building for the Project if the Public 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 5.3.2(a) above, DEVELOPER and COUNTY shall submit plans and specifications to CITY's Public Works Director for review and approval and shall enter into an improvement agreement with 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 permit for the proposed improvements. (iii) Bonds Prior to execution of the Improvement Agreement, DEVELOPER shall provide a cash monument bond, a performance bond and labor and materials bond or other adequate security to insure that the Improvements described in Subparagraph 5.3.2(a)(i)(A) and (B) above 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 written by a surety licensed to conduct business in the State of California and approved by CITY's City Manager. (iv) Right to Construct Additional Road Improvements With the prior written consent of CITY's Public Works Director, DEVELOPER may construct roadway improvements which are not described in this Dublin/Alameda Development Agreement Page 7 of 14 for Emerald Pointe Business Park-Exhibit B July 30, 1998 • Exhibit B if such improvements are described in the resolution establishing the Eastern Dublin Traffic Impact Fee and if such improvements are constructed in their ultimate location. DEVELOPER 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 DEVELOPER for the cost of such improvements in the manner and subject to the conditions provided in Subparagraph 5.3.6, Subsections (a), (b) and (c). • Subparagraph 5.3.3 -- Phasing, Timing With the exception of the road improvements described in Subparagraph 5.3.2(a)(i) this Agreement contains no requirements that DEVELOPER must initiate or complete development of the Project within any period of time set by CITY. It is the intention of this provision that DEVELOPER be able to develop the Property in accordance with its own time schedules and the Project Approvals. Subparagraph 5.3.4 -- Financing Plan " DEVELOPER will install all street improvements necessary for the Project at its own cost (subject to credits for certain improvements as provided in Subparagraph 5.3.6 below). Other infrastructure necessary to provide sewer, potable water, and recycled water services to the Project will be made available by the Dublin San Ramon Services District. DEVELOPER has entered into an Area Wide Facilities Agreement" with the Dublin San Ramon Services District to pay for the cost.of extending such. services to the Project. Such services shall be provided as set forth in Subparagraph 5.3.2(a)(ii) and (iii) above. Subparagraph 5.3.5 -- Fees, Dedications Subsection a. Traffic Impact Fees. DEVELOPER shall pay all traffic impact fees applicable to the Project which are in effect at the time of issuance of any building permit for the Project. Such fees include the Traffic Impact Fee for Eastern Dublin established by Resolution No. 41-96, including any future amendments to such fee. Dublin/Alameda Development Agreement Page 8 of 14 for Emerald Pointe Business Park-Exhibit B July 30, 1998 5 �3 DEVELOPER, COUNTY and CITY acknowledge that COUNTY is entitled to certain credits ("1991 Credits") against payment of the Traffic Impact Fee for Eastern Dublin by separate agreements previously entered into between COUNTY and CITY in 1991. COUNTY is also entitled to certain other credits ("Prior Agreement Credits") against payment of the Traffic Impact Fee for Eastern Dublin by other development agreements entered into between COUNTY and CITY. COUNTY agrees that, notwithstanding its entitlement to such 1991 Credits, its 1991 Credits cannot be applied against payment of the "Section 2" and "Section 3" portion of the Traffic Impact Fee for Eastern Dublin for the Project. DEVELOPER - and/or COUNTY (and its assignee) will, rather, pay the "Section 2" and "Section 3" portion of the fee in cash. COUNTY further agrees that it (and its assignee) will use the 1991 Credits and/or Prior Agreement Credits against one-half (' ) of the "Section 1" portion of the Traffic Impact Fee for Eastern Dublin for the Project. CITY shall determine which of the 1991 Credits and/or Prior Agreement Credits shall be used pursuant to this paragraph. Subsection b. Traffic Impact Fee to Reimburse Pleasanton for Freeway Interchanges. DEVELOPER shall pay the Eastern Dublin I-580 Interchange Fee established by City of Dublin Resolution No. 11-96 or any subsequent resolution which revises such Fee. DEVELOPER shall be released from its obligation, as set forth in the preceding sentence, if a lawsuit is filed challenging the Project approvals, this Agreement, the City's compliance with CEQA for the Project, the Eastern Dublin Traffic Impact Fee or any other aspect of the development of the Property. In the event that the Eastern Dublin I-580 Interchange Fee does not become effective because CITY and the City of Pleasanton do not enter into an agreement, as provided in Resolution No:11-96, by December 30, 1998, DEVELOPER agrees that CITY may use the funds collected pursuant to the preceding paragraph for any interchange improvements on I-580. Subsection c. Public Facilities Fees. DEVELOPER shall pay a Public Facilities Fee in the amounts and at the times set forth in City of Dublin Resolution No. 32-96, adopted by the City Council on March 26, 1996, or in the amounts and at the times set forth in any resolution Dublin/Alameda Development Agreement Page 9 of 14 for Emerald Pointe Business Park.-Exhibit B July 30, 1998 revising the amount of the Public Facilities Fee. Subsection d. Noise Mitigation Fee. DEVELOPER shall pay a Noise Mitigation Fee in the amounts and at the times set forth in City of Dublin Resolution No. 33-96, adopted by the City Council on March 26, 1996, and any amendments thereto. • Subsection e. School Impact Fees. • • School impact fees shall be paid by DEVELOPER in accordance with Government Code section 53080. Subsection f. Fire Impact Fees. DEVELOPER shall pay a fire facilities fee in the amounts and at the times set forth in City of Dublin Resolution No. 37-97 or any subsequent resolution which revises such fee. Subsection g.. Tri-Valley Transportation Development Fee. DEVELOPER shall pay the Tri-Valley Transportation Development Fee in the amount and at the times set forth in City of Dublin Resolution No. 89-98 or any subsequent resolution which revises such fee if such fee is effective,at the time of issuance of any building permits for the Project. Subsection h. Specific Plan Implementation Fee At the time of approval of this Agreement, DEVELOPER shall pay a "Specific Plan Implementation Fee" in accordance with Resolution No. 16-98. Subsection i. Dedications (i) County Dedications. COUNTY agrees to dedicate the following property required for roadway improvements to CITY in fee simple and both the land and groundwater shall be free of hazardous substances: 1. The right-of-way necessary to construct six (6) lanes of Dublin Boulevard from the westerly BART access road to Hacienda Drive, as shown on • Dublin/Alameda Development Agreement Page 10 of 14 for Emerald Pointe Business Park-Exhibit B July 30, 1998 • Exhibit C as Area 2. Such dedication shall be made at the time CITY approves improvement plans for the realignment of Dublin Boulevard as described in Condition No. 55 of Resolution No. 2-98. 2. Any additional right of way and/or easements necessary to .construct the intersection improvements and transitions listed in Subparagraph 5.3.2(a)(i) above. (ii) City Dedications. CITY will quit claim to COUNTY the right-of-Way described on Exhibit C as Area 1 at the time CITY accepts the improvements constructed pursuant to Condition No. 55. Subparagraph 5.3.6 -- Credit Subsection a. Traffic Impact Fee Improvements Credit CITY shall provide a credit to COUNTY for the following improvements if such improvements are described in the resolution establishing the Eastern Dublin Traffic Impact Fee and if such improvements are constructed by the Developer in their ultimate location pursuant this Agreement: 1) Improvements to the eastbound off-ramp from I-580 at Santa Rita/Tassajara described in Condition No. 52 of Resolution No. 2-98; 2) Improvements to Tassajara Road between I-580 and Dublin Boulevard described in Condition No. 53 of Resolution No. 2-98; 3) The new alignment of Dublin Boulevard from the BART station to Hacienda Drive described in Condition No. 55 of Resolution No. 2-98; and 4) The traffic signal at Hacienda Drive and Central Parkway described in Condition No. 48 of Resolution No. 2-98. The amount of the credit to be given shall be determined by CITY'S Public Works Director at the time of the Improvement Agreement referred to in Subparagraph 5.3.2(b)(ii) using the costs of construction used by CITY in calculating and establishing the.Traffic Impact Fee. The amount of the credit, once established, shall not be increased for inflation nor shall interest accrue on the amount of the credit. • Dublin/Alameda Development Agreement Page 11 of 14 for Emerald Pointe Business Park-Exhibit B July 30, 1998 The credit shall be applied against the "Section 1" portion of the traffic impact fees required to be paid pursuant to Subsection (a) of Subparagraph 5.3.5. The credit shall not be applied against the "Section 2" or "Section 3" portion of the Traffic Impact Fee for Eastern Dublin. Subsection b. Traffic Impact Fee Right-of-Way Dedications Credit CITY shall provide a credit to COUNTY for the following TIF area right-of- way to be dedicated by COUNTY to CITY which is required for roadway improvements which are described in the resolution establishing the Eastern Dublin Traffic Impact Fee: 1) Central Parkway, from Arnold Drive to Hacienda Drive (2 lanes). 2) • Dublin Boulevard from Arnold Drive (if extended southerly) to Hacienda Drive (4 lanes). The amount of the credit to be given shall be determined by CITY's Public Works Director at the time of dedication of the right-of-way using the right-of-way values used by CITY in calculating and establishing the Traffic Impact Fee. The amount of the credit, once established, shall not be increased for inflation nor shall interest accrue on the amount of the credit. The credit shall be applied against the "Section 1" portion of the traffic impact fees required to be paid pursuant to Subsection (a) of Subparagraph 5.3.5. The credit shall not be applied against the "Section 2" or "Section 3" portion of the Traffic Impact Fee for Eastern Dublin. Subsection c. Use of Excess Credits • In the event that credits referred to in Subsections (a) and (b) of this Subparagraph 5.3.6 are in excess of the amount of credits which can be applied against the traffic impact fee payable pursuant to Subsection (a) of Subparagraph 5.3.5 (Le., one-half of the "Section 1" portion of the Traffic Impact Fee for Eastern Dublin), COUNTY shall be entitled to "bank" such credits (referred to as "Excess Credits") and may use them as provided herein. The Excess Credits shall not bear interest, nor shall the amount thereof be increased for inflation. The Excess Credits may only be used for future projects on COUNTY'S "Santa Rita" property, provided that this limitation may only be applied against the "Section 1" portion of the said • • Dublin/Alameda Development Agreement Page 12 of 14 for Emerald Pointe Business Park-Exhibit B July 30, 1998 Traffic Impact Fee. The use of Excess Credits shall be subject to any administrative guidelines adopted by CITY regarding use of credits and reimbursement for unused credits. Subsection d. Illustrative Example The following is an example for purposes of illustration only and not using actual numbers of how the payment of the Traffic Impact Fee would be accomplished in cash and through the use of credits: Traffic Impact Fee Section 1 $2,973,600 Section 2 • $ 892,080 Section 3 $ 382,320 Total: $ 4,248,000 Credit for Construction of Improvements and Dedication of Right-of-Way TIF Credits for Construction (Exhibit B, 115.3.6(a)) $ 1,000,000 Right-of-Way credit (Exhibit B, 115.3.6(b)) $1,000,000 Total: $2,000,000 Payment of Traffic Impact Fees Section 1 $1,486,800 paid by use of prior credits ("1991 credits" and/or "Prior Agreement Credits") • $1,486,800 paid by use of new credit for right-of- way dedicated and road improvements constructed as part of project Dublin/Alameda Development Agreement Page 13 of 14 for Emerald Pointe Business Park- Exhibit B July 30, 1998 Section 2 $892,080 cash Section 3 $382,320 cash "Excess Credits" if any (Exhibit B, 115.3.6 (c)) $513,200 Subparagraph 5.3.7 -- MisceIlaneous Subsection a. Landscaping Maintenance Along Streets and Creek CITY has formed a landscape maintenance district known as the "Landscape Maintenance Assessment District No. 97-1 (Santa Rita Area)" pursuant to a petition from DEVELOPER, and imposed an assessment against the Property to pay for street and creek landscape maintenance. In addition, on September 24, 1996, COUNTY recorded a Declaration of Covenants, Conditions and Restrictions which covers the Property, whereby COUNTY,on behalf of itself and its successors, has covenanted to pay a "Deed Assessment" to CITY for maintenance of street and creek landscaping. . • J:\WPD\MNRSW'114\112\AGREE\1998\EX B.730 EHS:rja Dublin/Alameda Development Agreement Page 14 of 14 for Emerald Pointe Business Park-Exhibit B July 30, 1998