HomeMy WebLinkAbout8.2 MasterDevAgmtEDublin,
CITY OF DUBLIN
AGENDA STATEMENT
CITY COUNCIL MEETING DATE: October 10, 1994
SUBJECT: Master Development Agreement for Eastern Dublin
(Prepared by: City Attorney Elizabeth H. Silver)
EXHIBITS ATTACHED: 1. Draft Resolution Approving Master Development
Agreement
2. Eastern Dublin Specific Plan Section 11.3.1
(P.164)
TION: 1. Receive Staff Report
2. Adopt Resolution Approving the "Master Development
d Agseement" (Exhibit 1) as the format for
negotiating individual,_project-specific
development agreements with Eastern Dublin
property owners.
FINANCIAL STATEN~NT: The cost of preparing the Agreement can be
recovered from property owners applying for
approval of development in Eastern Dublin.
DESCRIPTION: The Eastern Dublin Specific Plan was adopted in 1993.
One of the implementing actions called for in the Specific Plan is a
development agreement with all developers.
Development agreements are authorized by statute (Government Code Section
65864 et seq.). Chapter 8.12 of the Dublin Municipal Code is the City~s
enabling ordinance and provides the procedure for adoption of a development
agreement.
The Specific Plan describes the purpose of a development agreement as being
to provide security to the developer that the City will not change its
zoning and other laws applicable to the project for a specified period of
time and, on the other hand, providing a mechanism to the City to obtain
commitments from the developer that the City might not otherwise Y>e able to
obtain. The development agreement is one means the City has to assure that
the Specific Plan goal that new development fund the cost of infrastructure
and services is met.
The Specific Plan calls for the City to develop a"Master Development
Agreement" to serve as the format for all development agreements within the
Eastern Dublin Specific Plan area. The Master Development Agreement would
be used than as the basis for beginning negotiation discussions with
developers. The actual language of each development agreement would be
subject to negotiation.
The Master Development Agreement (Exhibit 1) has been prepared by Staff.
Its format is similar to the City's existing development agreement for the
Hansen Hills project and standard development agreement in othes
communities. The "heart" of the development agreement will be the
"Additional Conditions" in Exhibit B(see subparagraphs 5.3.1 to 5.3.7)
which will be the subject of negotiations with each developer. If one or
more of these subparagraphs is not applicable to a particular project, it
will not be included in that project°s development agreement.
Approval of the Master Development Agreement as the format for negotiating
development agreements is consistent with and will implement the Eastern
Dublin Specific Plan. Such approval is not subject to CEQA.
Staff recommends that by motion the Council approve the format of the
Master Development Agreement.
a:lOlOedub.agenda#15 ^ ,
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COPIES T0:
ITEM NO. • CITY CLERK
~ FILE •~`!
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RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF DUBLIN
A RESOLUTION APPROVING
KASTER DEVELOPMENT AGREEMENT
WHEREAS, the Eastern Dublin Specific Plan was adopted in 1993;
and
WHEREAS, one of the implementing actions called for in the
Specific Plan is a development agreement with all developers; and
WHEREAS, Development agreements are authorized by statute
(Government Code ~ 65864 et sea.); and
WHEREAS, Chapter 8.12 of the Dublin Municipal Code is the
City's enabling ordinance and provides the procedure for adoption
of a development agreement; and
WHEREAS, the Specific Plan calls for the City to develop a
"Master Development Agreement" to serve as the format for all
development agreements within the Eastern Dublin Specific Plan
area; and
WHEREAS, a Master Development Agreement (Exhibit A) has been
prepared by staff.
NOW, THEREFORE, BE IT RESOLVED THAT:
The City Council approves the Master Development Agreement
(Exhibit A) as the format for commencing negotiations with
developers of property within the Specific Plan Area for
development agreements.
PASSED, APPROVED, AND ADOPTED THIS _ day of
AYES:
NOES:
ABSENT:
ABSTAIN:
MAYOR
ATTEST:
CITY CLERK
EXHIBIT I
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Recordinq Requested by:
City of Dublin
When Recorded Hail 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
FOR THE [
] PROJECT
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EXHIBIT A
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TASLE OF CON'l\l1NT~S
Reci 1:.als. . . . . . . . . . . . . . . . . . . . . . . . . . . . . ., . '. . . . . . . . . . . . . . . . . . . .. .
~
Agreement. , . . . . . . . , . . . . . . . . . . . . . . oil oil . _ . . .. . . . . . . . _ . .. . . .' . . . . fl . .
1. Description of Property........................
2. Interest of Developer..........................
3. Relationship of city and Developer.............
4. Effective Date and Term........................
4.1 Effeotive Date............................
4. 2 Term. . . . . . . . .. .. ,. . . _ . . . . _ .. . . . . .. _ .. . . . . . . . . . . .
4.3 Extension of Time.........................
5. Use of the Property............................
5.1 Right t.o Develop..........................
5.2 Permitted uses............................
5.3 Additional Conditions.....................
5.3.1
5.3.2
5.3.3
5.3.4
Conditions, terms, restrictions,
and requirement.s for subsequent
discretionary actions...........
Additional or modified conditions
aqreed upon by the parties in order
to eliminate or mitigate ~dverse
environmental impacts of the project
or otherwise relatinq to development
of the Projeot..................
provisions that the project be
constructed in specified phases,
tha~ oons~ruotion shall commence
within a speoified 'time, and tha.t
the Project or any phase thereof
be completed within a specified
time. . . . . .. .. .. . .. . . . .. . . .. .. . . . . - . .. .. . .
Financial plans which identify
necessary capital improvements such as
streets and utilities and sources of
funding. . . . . . . . . . . . . . . . . . . . ~ . . . . .
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5.3.6
Terms relating to subsequent
reimbursement over time for financing
of necessary public facilities.....
Terms relating to payment of fees...
5.3.5
5.3.7.
Miscellaneous terms................
6. App~i?able Rules, Regulations and Official
Poll.cl.es. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.1 Rules re Permitted Uses...................
6.2 Rules re Design and Construction..........
6.3 Uniform Codes Applicable..................
7. Subsequently Enacted Rules and Regulations.....
7.1 New Rules and Regulations.................
7.2 Denial or Conditional Approval............
7.3 Moratorium Not Applicable.................
8. Subsequently Enacted or Revised Fees and Taxes.
8.1 New fees .................................
8.2 Revised Application Fees..................
8. 3 New Taxes.................................
9. Amendment or Cancellation......................
9.1 Modification Because of Conflict with State
or Federal Laws...........................
9.2 Amendment by Mutual Consent...............
9.5 Cancellation by Mutual Consent............
10. Term of project Approvals......................
11. Annual Review..................................
11.1 Review Date...............................
11.2 Initiation of Review......................
11. 3 Staff Reports.............................
11.4 Costs.....................................
ii
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
23.
24.
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Default........... ..............................
12.1 Other Remedies Available..
................
12.2 Notice and Cure..
. . . . . . . . . . . . . . . . . . . . . . . . .
Estoppel certificate........................
Mortgage Protection; certain Rights of Cure.
14.1 Mortgage Protection.....
. . . . . . . . . . . . . . . . . .
14.2 Mortgagee Not Obligated.
14.3 Notice of Default to Mortgagee.....
Severability..............
. . . . . . . . . . . . . . . . . . . . .
Attorneys'
Fees and Costs.
. . . . . . . . . . . . . . . . . . . . .
Transfers and Assignments.
. . . . . . . . . . . . . . . . . . . . .
17.1 Right to Assign......
. . . . . . . . . . . . . . . . . . .
17.2 Release Upon Transfer..
17.3 Termination of Agreement Upon Sale of
Individual Lots to Public.................
Agreement Runs with the Land...............
Bankruptcy.......
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Indemnification..
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance........
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.1 Public Liability and Property Damage
Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.2 Workers Compensation Insurance..
21.3 Evidence of Insurance..
. . . . . . . . . . . . . . . . . . .
Sewer and
water.............
. . . . . . . . . . . . .
Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Agreement is Entire Understanding.
Exhibi ts. . . . . . . . . . . . . . . . . . . . . . . . . .
Exhibit A Legal Description of Property.
Exhibit B Additional Conditions.........
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THIS DEVELOPMENT AGREEMENT is made and entered in
the city of Dublin on this ____ day of , 19__, by
and between the CITY OF DUBLIN, a Municipal corporation
(hereafter "City"), and , a [~
California corporation, California general partnership,
California limited partnership] (hereafter "Developer"),
pursuant to the authority of ~~ 65864 et sea. of the
California Government Code and Dublin Municipal Code,
Chapter 8.12.
RECITALS
A. California Government Code ~~ 65864 et sea.
and Chapter 8.12 of the Dublin Municipal Code (hereafter
"Chapter 8.12") 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 acres of land, located in the city of
Dublin [omit if property is in unincorporated area], 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 [Note: Alameda County
Surplus Property Authority may also be party to Development
Aqreement if property is part of the "Santa Rita" property.]
E. DEVELOPER proposes the development of the
Property with ___ [e.g., single-family/multi-family homes; a
acre commercial development; a mixed use development]
(the "Project"); and
F. DEVELOPER has applied for, and CITY has
approved, various land use approvals in connection with the
development of the Project, including a [e.g. PD District
prezoning and Land Use and Development Plan (Res. No. ____),
tentative map (Res. No. ), site development review,
conditional use permit (Planning Commission Resolution No.
____)] (collectively, together with any approvals or permits
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now or hereafter issued with respect to the Project, the
"Project Approvals"); and
G. CITY desires the timely, efficient, orderly
and proper development of said Project; and
H. 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 8.12;
and
I. CITY 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
J. Pursuant to the California Environmental
Quality Act (CEQA) the city [e.g., prepared a Supplement to
or Subsequent Environmental Impact Report, an Addendum, a
Negative Declaration, a Mitigated Negative Declaration for
the Project] or [e.g., has found, pursuant to CEQA
Guidelines section 15168, 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 found that the [e.g., EIR, ND] was adequate for this
Agreement; and
K. On
City of Dublin adopted
Development Agreement.
[date].
[date], the City Council of the
Ordinance No. approving this
The ordinance took effect on
NOW, THEREFORE, with reference to the foregoing
recitals and in consideration of the mutual promises,
obligations and covenants herein contained, CITY and
DEVELOPER agree as follows:
AGREEMENT
1. DescriDtion of Propertv.
The Property which is the subject of this
Development Agreement is described in Exhibit A attached
hereto ("Property").
2. Interest of DeveloDer.
The DEVELOPER has a legal or equitable interest in
the Property in that it [e.g., owns, has an option on] the
Property in fee simple.
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3. Relationshi~ of citv and Develooer.
It is understood that this Agreement is a contract
that has been negotiated and vOluntarily entered into by
CITY and DEVELOPER and that the DEVELOPER is not an agent of
CITY. The CITY and DEVELOPER 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 and DEVELOPER 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
recorded in the Office of the Alameda County Recorder.
4.2 Term. The term of this Development
Agreement shall commence on the effective date and extend
(__) years thereafter, unless said term is otherwise
terminated or modified by circumstances set forth in this
Agreement.
5. Use of the Prooertv.
5.1 Right to Develoo. 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.
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 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 Conditions, terms, restrictions, and
requirements for subsequent discretionary
actions. (These conditions do not affect
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Developer's responsibility to obtain all
other land use approvals required by the
ordinances of the city of Dublin.)
(See Exhibit B) or (Not Applicable)
5.3.2 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) or (Not Applicable>
5.3.3 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) or (Not Applicable)
5.3.4 Financial plans which identify
necessary capital improvements such as
streets and utilities and sources of
funding.
(See Exhibit B) or (Not Applicable)
5.3.5 Terms relating to subsequent
reimbursement over time for financing of
necessary public facilities.
(see Exhibit B) or (Not Applicable)
5.3.6 Terms relating to payment of fe~s.
(See Exhibit B) or (Not Applicable)
5.3.7. Miscellaneous terms.
(See Exhibit B) or (Not Applicable)
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 Desian and Construction. Unless
otherwise expressly provided in Paragraph 5 of this
Agreement, the ordinances, resolutions, rules, regulations
and official policies governing design, improvement and
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construction standards and specifications applicable to the
Project, including but not limited to, all public
improvements, 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, and Electrical 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. Subseauentlv Enacted Rules and Reaulations.
7.1 New Rules and Reaulations. During the term
of this Agreement, the City may apply new or modified
ordinances, resolutions, rules, regulations and official
policies of the City 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 the application of such new or modified
ordinances, resolutions, rules, regulations or official
pOlicies would not prevent or materially delay development
of the Property as contemplated by this Agreement and the
Project Approvals.
7.2 Denial or Conditional Approval. Nothing in
this Agreement shall prevent the CITY from denying or
conditionally approving any subsequent land use permit or
authorization for the project on the basis of such new or
modified ordinances, resolutions, rules, regulations and
policies except that such subsequent actions shall be
subject to any conditions, terms, restrictions, and require-
ments 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.
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8.1 New Fees. No fees imposed on new
development, such as [e.g., child care fees], adopted by the
CITY subsequent to the effective date of this Agreement,
shall be applicable to the Project.
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.
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.
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 proper,ty to pay for infrastructure and/or
services which benefit the Property.
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 8.12.
9.2 Amendment bv 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
Dublin Ordinance No. 8-91.
9.5 Cancellation bv Mutual Consent.
Except as otherwise permitted herein, this
Aqreement may be cancelled in whole or in part only by the
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mutual consent of the parties or their successors in
interest, in accordance with the provisions of Chapter 8.12.
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 F 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.
11. Annual Review.
11.1 Review Date. The annual review date for
this Agreement shall be
11.2 Initiation of Review. The CITY's Planning
Director shall initiate the annual review, as required under
section 8.12~140 of Chapter 8.12, by giving to DEVELOPER
thirty (30) days' written notice that the CITY intends to
undertake such review. DEVELOPER shall provide evidence to
the Planning Director prior to the hearing on the annual
review, as and when reasonably determined necessary by the
Planning 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 three (3) 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. 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
otherwise provided for in this Agreement or in City's
regulations governing development agreements, expressly
including the remedy of specific performance of this
Agreement.
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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 (30) day period and
diligently pursues such cure to completion. Failure to give
notice shall not constitute a waiver of any default.
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, to the knowledge of
the certifying party, (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) 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. Failure to execute an estoppel
certificate shall not be deemed a default.
14. Mortaagee Protection: Certain Riahts of CUre.
14.1 Mortqaqee 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 for 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.
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14.2 Mortaaaee Not Obliaated. Notwithstanding the
provisions of section 14.1 above, no Mortgagee shall have
any obligation or duty under this Agreement to construct or
complete the construction of improvements, or to guarantee
such construction of improvements, or to guarantee such
construction or completion; 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 Mortaaaee. 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.
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. Attornevs' 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.
17. Transfers and Assianments.
17.1
Right to Assian.
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DEVELOPER'S rights hereunder may be
transferred, sold or assigned in conjunction with the
transfer, sale, or assignment of all or a portion 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 hereunder shall occur without the prior
written notice to CITY and approval by the City Council,
which approval shall not be unreasonably withheld or
delayed. The City Council shall consider the matter within
30 days after DEVELOPER's notice.
17.2 Release Upon Transfer.
Upon the transfer, sale, or assignment of
DEVELOPER's rights and interests hereunder pursuant to the
preceding subparagraph 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 Council approval of
such transfer, sale, or assignment; provided, however, that
if any transferee, purchaser, or assignee approved by the
City Council expressly assumes the obligations of DEVELOPER
under this Agreement, DEVELOPER shall be released with
respect to all such 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 Council approval.
17.3 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 and individually (and not in "bulk") leased (for
a period of longer than one year) or sold to the purchaser
or user thereof and thereupon and without the execution or
recordation of any further document or instrument such lot
shall be released from and no longer be subject to or
burdened by the provisions of this Agreement; provided,
however, that the benefits of this Agreement shall continue
to run as to any such lot until a building is constructed on
such lot, or until the termination of this Agreement, if
earlier, at which time this Agreement shall terminate as to
such lot.
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
October 4, 1994
10 114\aqree\devlpmnt.aqr
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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. [Omit for commercial/industrial
projects.]
19. Bankruptcv.
The obligations of this Agreement shall not be
dischargeable in bankruptcy.
20. Indemnification.
DEVELOPER agrees to indemnify and hold harmless
CITY, and its elected and appointed councils, boards,
commissions, officers, agents, employees, and
representatives from any and all claims, 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.
21. Insurance.
21.1
Public Liabilitv and Propertv Damaqe
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 ($1,000,000) and
a deductible of not more than thousand dollars
($ ) 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.
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11 114\aqree\devlpmnt.aqr
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21.2 Workers ComDensation 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 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 and each contractor and
subcontractor 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 [and that DSRSD does not presently have
adequate water and sewer capacity to issue such permits].
(Delete if not applicable.)
23. Notices.
All notices required or provided for under this
Agreement shall be in writing and delivered in person or
sent by certified mail, postage prepaid. Notices required
to be given to CITY shall be addressed as follows:
City Manager
City of Dublin
P.o. Box 2340
Dublin, CA 94568
october 4, 1994
12 114\aqree\devlpmnt.aqr
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Notices required to be given to DEVELOPER shall be addressed
as follows:
A party may change address by g~v~ng 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.
24. Aareement is Entire Understandinq.
This Agreement is executed in ____ duplicate
originals, each of which is deemed to be an original. 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
Legal Description of Property
Additional Conditions
Exhibit B
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:
DEVELOPER:
By:
Mayor
By:
Name:
Its:
APPROVED AS TO FORM:
October 4, 1994
13 114\aqree\devlpmnt.aqr
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City Attorney
14
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(NOTARIZATION ATTACHED)
october 4, 1994
114\aqree\devlpmnt.aqr
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EXHIBIT A
Description of the Property
[INSERT LEGAL DESCRIPTION]
October 4, 1994
15 114\aqree\devlpmnt.aqr
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EXHIBIT B
Additional Conditions
The following Additional Conditions are hereby
imposed pursuant to Paragraph 5.3 above.
1. Subparagraph 5.3.1: [PROVISIONS TO BE
TAILORED TO EACH PROJECT.]
2. Subparaaraph 5.3.2: [PROVISIONS TO BE
TAILORED TO EACH PROJECT.]
3. Sub'paraqraph 5.3.3: [PROVISIONS TO BE
TAILORED TO EACH PROJECT.]
4. Subparagraph 5.3.4: [PROVISIONS TO BE
TAILORED TO EACH PROJECT.]
5. Subparaqraph 5.3.5: [PROVISIONS TO BE
TAILORED TO EACH PROJECT.]
6. Subparaqraph 5.3.6: [PROVISIONS TO BE
TAILORED TO EACH PROJECT.]
6. Subparaqraph 5.3.7: [PROVISIONS TO BE
TAILORED TO EACH PROJECT.]
16
October 4, 1994
114\aqree\devlpmnt.aqr
.
.
state of California
County of Alameda
)
) SSe
)
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
17
October 4, 1994
114\aqree\devlpmnt.aqr
IMPI.EJ.\1ENTATION
.
11.2.14 RESPONSmHlTIES FOR KEY
IMPLEMENTING ACTIONS
The following table indicates the responsibilities for preparation
of the documents discussed above:
Table 11-2
RESPONSIBllJTIES FOR KEY IMPLEMENTING
ACTIONS
Key Implementing Actions
Responsibility
for Do<:ummt
~aration
AdQption Qy
· EIR Certification
· CEQA Findings
· General Plan Amendments
· Specific Plan Adoption
· ?rezoning
· Annexation
· Subarea Plans
· Tentative Map
· Site DevelopmentlDesign Review
· Public Improvement Plans
· Final Subdivision Map
· Park Improvement Plans
· Financing Plans
City
City
City
City
City
CitylDSRSD
Developers
Developers
City
Developers
Developers
City
Developers
City
City
City
City
City
LAFCO
City
City
City
City
City
City
City
SOURCE: Wallace Roberts & Todd, March 1992
11.3 OTHER IMPLEMENTING
ACTIONS
In addition to the foregoing key actions, the following actions
will assist in Specific Plan preparation.
11. 3.1 DEVELOPMENT AGREEMENTS
The City shall require all applicants for development in eastern
Dublin to enter into a mutually-acceptable development
agreement with the City for their respective area. Agreements
should only be arranged where the developer is prepared to
proceed promptly in accordance with a specific time schedule for
seeking the required approvals and commencing construction.
Typically, the agreements would be entered into after the EIR is
certified and before tentative subdivision maps are approved.
Such development agreements will set forth the roles that will
govern the developments as they proceed through the approval
process. Both the City and the project sponsors (de~opers)
.
[
I
I
I
I
I
I
I
I
I
I
I
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would commit themselves to proceed in accordance with the
tenns of the agreements. The City may agree to process further
applications in accordance with its plans and laws in existence at
the time of the agreements. In effect, the City promises not to
change its planning or zoning laws applicable to these develop-
ments for a specified period of time. Thus, future land use
decisions are not made according to the City's laws and polides
in effect at that time, but are made according to the laws in effect
when the agreements were entered into. In return, the develop-
ers may agree to construct specific improvements, proVide public
facilities and services, develop according to a specified time
schedule or make other commitments which the City might
otherwise have no authority to compel the developers to perform.
The Specific Plan and its EIR places substantial requirements on
the development of the properties within the eastern Dublin
planning area. These requirements include financing, construc-
tion and maintenance of public facilities, design standards, and
mitigation of environmental impacts. For this Specific Plan, a
development agreement is the recommended legal document to:
· Augment the City's standard development regulations in
response to the particular characteristics of each indi-
vidual project;
· Spell out the precise finandal responsibilities of the
developer;
· Ensure timely provision of adequate public facilities for
each project;
· Streamline the development approval process by coordi-
nating various discretionary approvals;
· Provide the terms for reimbursement when a developer
advances funding for specific facilities which have
community-wide or area benefi~
· ProVide mutual certainty to both the City and the devel-
oper regarding entitlements to the developer in return for
commitments for public improvements.
The City should first develop a Master Development Agreement to
serve as the format for all development agreements within the
eastern Dublin planning area. The conditions included in this
Master Development Agreement would then be tailored to the
special condition for each major project area and the develop-
ment projects within it
164 .
EXHIBIT ~
.L. ~ .1' .._~",.. _ __ __