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Home My WebLink AboutItem 6.1 Sorrento East Dev Agmt CITY CLERK File # D~~@]-~~ AGENDA STATEMENT CITY COUNCIL MEETING DATE: September 18,2007 SUBJECT: PUBLIC HEARING: P A 04-042, Development Agreement for Sorrento East at Dublin Ranch (Dublin Ranch Area F East) between the City of Dublin and "SR Structured Lot Options I, LLC" submitted by Toll Brothers Inc. for approximately 71.227 acres Report Prepared by Mike Porto, Consulting Planner ATTACHMENTS: 1) Ordinance approving a Development Agreement between the City of Dublin and SR Structured Lot Options I, LLC, with Development Agreement included as Exhibit A. Planning Commission Resolution 07-44 recommending City Council adopt an Ordinance approving a Development Agreement between the City of Dublin and SR Structured Lot Options I, LLC. 2) () ~(Y RECOMMENDATION: 'r ~:! Open the public hearing; .,-.,.1/ 2) Receive Staff presentation and take testimony from the Applicant \J\ and the Public; 3) Close the Public Hearing and deliberate; and 4) Waive reading and introduce the Ordinance (Attachment 1) approving a Development Agreement between the City of Dublin and SR Structured Lot Options I, LLC (the Development Agreement is Exhibit A of Attachment 1). FINANCIAL STATEMENT: No financial impact PROJECT DESCRIPTION: Background The project subject to the currently proposed Development Agreement is Sorrento East at Dublin Ranch (Dublin Ranch Area F East). The parties to the proposed Development Agreement are the City of Dublin and SR Structured Lot Options I, LLC. Sorrento East at Dublin Ranch is an area of approximately 71.227 acres. It is proposed to be developed with 694 units in five neighborhoods (Neighborhoods 6 through 10) along with a 5.2 acre Neighborhood Park, 10.0 acre Elementary School site, private recreation areas, public improvements, and an open space corridor/multi-use trail system. COPY TO: Applicant File Page 1 of6 ITEM NO. (p · l G:\PA#\2004\04-042 TollArea F & BIDA EastlSorrento East DA FINAL CCSR 9./8. 07. doc In September 2005, the Planning Commission was presented with the project known as Sorrento at Dublin Ranch Area F East and Area F West (PA 04-042) south of Gleason Drive. The' 124.8 acre combined area generally is located south of the extension of Gleason Drive, north of the extension of Central Parkway, east of the extension of Brannigan Street, and west of the extension of Lockhart Street and proposed community sports park. Area F East (approximately 71.227 acres) and Area F West (approximately 36.4 acres) are separated by the extension of Grafton Street. A total of 1,112 units of Medium Density residential use was approved for all ten Neighborhoods (1 through 10) within the combined area under P A 04-042. Residential density for the 10 neighborhoods combined was approved at 10.58 dwelling units per acre. The 694 units approved for Sorrento East at Dublin Ranch are included in Neighborhoods 6 through 10 between Grafton Street and Lockhart Street as shown on the vicinity map above. A Development Agreement for the 418-unit Sorrento West at Dublin Ranch, which includes Neighborhoods 1 through 5, was approved by the City Council on January 17, 2006 (Ordinance 2-06). Sorrento West at Dublin Ranch is currently under construction. .-...-\..-...-.. dl\1~'/" co<l~ .-.' . COll,~...X;'co\J>I'('t /..;""~v.1>A~ "1"'-" .,........... / \ ) \ \.580 t- \1~ \ " \ ,. '< ~. DUBLIN ~" i?'~f r,l~ 01 ~o ~I~ ~I PLEASANTON \ \ The project site (Sorrento East) is presently vacant, with rolling hills of non-native grass and barren of trees. Formerly it was used for dry land farming and livestock grazing. Rough grading occurred in July of 2005. As with most of the land in eastern Dublin, the project site slopes from the north and northeast to . the south and southwest with a grade differential or change in topographic elevation from the northerly boundary to the southerly boundary. The proposed extension of Grafton Street, beginning at the northwest comer of Area F East, falls approximately 65 feet from Gleason Drive on the north to Central Parkway on the south. The design concept proposed by the Applicant is reflective of an Italian hill town where the architecture and structures conform to the contours of the hillside. The proposed configuration creates opportunities for minimizing the necessity for overgrading and extensive use of retaining walls. Sorrento East at Dublin Ranch generally is proposed to be developed as follows: Table 1: Land Use Summary - Sorrento East at Dublin Ranch (Area FEast) land Use Designation Area F East Between Grafton Street and Lockhart Street: M Medium Densi Residential NP ES Area FEast Subtotal BACKGROUND: Gross Acres No. of Units 56.027 ac 5.2 ac 10.0 ac 71.227 ac 694 du N/A N/A 694 du The area within the Sorrento East has been included in two prior Development Agreements. The Master Development Agreement between the City and the Lin Family (property owner) for the Dublin Ranch Page 2 of6 Project (Areas A, B, C, D, E, F, G & H) was approved by the City Council on June 29, 1999. A Supplemental Development Agreement between the City and the Lin Family for Dublin Ranch Project (Areas F, G & H) was approved by the City Council on April 18, 2000. Planning actions that preceded the Stage 2 Planned Development Plan, SDR and Tentative Map approvals included the following: P A 98-038, adopted in February 2000, by City Council under Ordinance No. 6-00, provided early planning for Area F in terms of zoning and land use. Current approvals for the development of Area F began with PA 01-037 presented to the Planning Commission and City Council in March and April 2004. PA 01-037, included: I) a number of land use changes under the General Plan and Eastern Dublin Specific Plan; 2) new Stage 1 Planned Development (PD) zoning for the entire 285.4 acres within Area F (including the area north of Gleason Drive); and 3) a number of actions related to Neighborhoods Fl & F2 in Area F North (both north of Gleason Drive). The most recent approvals applicable to the project and proposed Development Agreement are shown in the Table 2 below: Table 2: Recent Approvals - Sorrento East at Dublin Ranch (Area FEast) Reso. No. 05-51 13-Sep- 2005 Planning Commission Reso. No. 05-52 13-Sep- 2005 Planning Commission Ordinance No. 24-05 20-Sep- 2005 City Council Ordinance No. 24-05 04-0ct- 2005 City Council Recommending City Council approval of Stage 1 Planned Development Zoning amendment to PA 01-037 and Stage 2 Planned Development Zoning for Sorrento at Dublin Ranch Area FEast & Area F West PA 04-042 Recommending City Council approval of Site Development Review (SDR) for Sorrento at Dublin Ranch Area FEast & Area F West (south of Gleason Drive), Master Vesting Tentative Tract Maps 7641 & 7651, and ten Neighborhood Vesting Tentative Tract Maps 7642, 7643, 7644, 7645, 7646, 7652, 7653, 7654, 7655 & 7656 PA04-042 Introduction and first reading of Ordinance approving the amendment to PA 01-037, Stage 2 Planned Development Zoning for Sorrento at Dublin Ranch Area FEast & Area F West (PA04- 042 Second reading of Ordinance approving the amendment to PA 01-037, Stage 2 Planned Development Zoning for Sorrento at Dublin Ranch Area FEast & Area F West PA04-042 Plannin2 Commission Hearin2 At the August 28, 2007, Planning Commission meeting the Commission unanimously adopted Resolution No. 07-44 (Attachment 2), recommending that the City Council adopt an Ordinance approving the proposed Development Agreement. Page 3 of6 ANALYSIS: Projects within the Eastern Dublin Specific Plan (EDSP) require a Development Agreement between the Developer and the City. California Government Code gg 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 obtain certain commitments and establish certain development rights for the property. The Development Agreement must be approved prior to recordation of the final Tract Map and issuance of building permits for the development of the property. Development Agreements are approved by an ordinance of the City Council upon recommendation by the Planning Commission. A Development Agreement for Sorrento East at Dublin Ranch (Dublin Ranch Area F East) was not included in the items presented to the Planning Commission or the City Council at the time of the public hearing for the requested project approvals. Attachment 1 is a draft Planning Commission Resolution recommending City Council approval of. the proposed Development Agreement. The proposed Development Agreement (Attachment 1 to Exhibit A) was drafted with input from City Staff, the project Applicant, property owner, and the City Attorney based on the standard Development Agreement prepared by the City Attorney and adopted by the City Council for projects located within the Eastern Dublin Specific Plan area. The Development Agreement provides security to the developer that the City will not change its zoning and other laws applicable to the project for a period of five years. The City also benefits from entering into the Development Agreement with the property owner. This document is a contract that establishes obligations for meeting the goals of the Eastern Dublin Specific Plan and guarantees timing for construction of public infrastructure and facilities for the project area. Additionally, it ensures that dedications of property and easements are made, project phasing is followed, the appropriate fees are paid for the development, and any additional terms of the agreement are carried out as development proceeds. The proposed Development Agreement also would be consistent with the preceding development agreements. In return, the Developer agrees to comply with the Conditions of Approval and, in some cases, make commitments for which the City might otherwise have no authority to compel the Developers to perform. Specifically, the Development Agreement augments the City's standard development regulations; defines the precise financial responsibilities of the developer; ensures timely provision of adequate public facilities for each project; and provides terms for the Developer to advance funds for specific facilities which have community or area-wide benefit or for reimbursement from future development, as appropriate. Since the Development Agreement runs with the land, the rights thereunder can be assigned. Specifically, Section 17 of the Development Agreement would delegate authority for approval of such requests for transfer or assignment to the City Manager. There is one unique feature to this Development Agreement. To ensure that the neighborhood recreation complexes would be operating when a majority of residents occupied their units, a condition was placed on the project that the second recreation complex (the one in Sorrento East) was to be "completed and open prior to the occupancy permit for the 400th unit within Tracts 7652 - 7656 (Neighborhoods 6-10) (See Item (iv), Page 4 of 7 of Development Agreement, [Attachment 1, of Exhibit A]. However, Neighborhood 10 is the only Neighborhood that has its own recreation facility, including a swimming pool and it is also the farthest removed from the Sorrento East Recreation Complex. It was not appropriate to hold up building and occupancy permits when all the recreation amenities are included within Neighborhood 10. This Development Agreement modifies that condition and allows the City to issue ~uilding permits within Neighborhood 10 before tl:e complete application for the Sorrento East Recreation Complex is submitted for building plan check. Page 4 of6 C'onlI'I..........-r..........." ~-- Sorrento East Recreation Neighborhood 10 Recreation ENVIRONMENTAL REVIEW: In 1993, the City Council certified an Environmental Impact Report (EIR) for the Dublin's General Plan Eastern Extended Planning Area and the Eastern Dublin Specific Plan area, including revisions to Part I of the Responses to Comments relating to the Kit Fox, Addendum to the DEIR dated May 4, 1993, and a DKS Associates Traffic Study dated December 15, 1992 (SCH#91l03064); collectively these documents comprise the "Eastern Dublin EIR." The Eastern Dublin EIR is a program' EIR, which anticipated numerous subsequent actions related to future development; it also identified some impacts resulting from implementation that could not be mitigated. Upon certification of the EIR, the City adopted a statement of overriding considerations for such impacts and a mitigation-monitoring program. In 1997, the City Council approved a Negative Declaration (Resolution 140-97) which addressed an area of approximately 453 acres in Dublin Ranch Areas B through E, including a variety of residential and non-residential uses, as well as a community park of approximately 42 acres. For the portions of the project within Area F, the City approved a Mitigated Negative Declaration on February 15,2000 through Resolution 34-00 which included approximately 147 acres from other areas within Dublin Ranch, and proposed to relocate the residential and commercial uses of the proposed Village Center south to Dublin Ranch Area G. On March 16,2004, an EIR Addendum was certified by City Council Resolution No. 43-04 pursuant to CEQA Guidelines Section 15164. The Addendum related to PA 01-037 addressed the following: a) General Plan Land Use Amendment; b) Eastern Area Specific Plan amendment; c) Vesting Tentative Tract Map Nos. 7281, 7282, and 7283; and d) the Site Development Review proposed. The Addendum also included an updated traffic study. At that time it was determined that the project would cause no environmental impacts beyond those previously identified in the Eastern Dublin EIR, the Negative Declaration approved in 1997, and the subsequent Mitigated Negative Declaration approved in 2000. Also, in conjunction with the Addendum prepared in 2004, the property owner has since obtained permits from state and federal agencies for alteration of wetlands and has implemented related offsite mitigation. Page 5 of6 A determination has been made for the project proposed under application PA 04-042 that it has been adequately addressed in the 2004 EIR Addendum and would cause no environmental impacts beyond those previously identified and addressed. CONCLUSION: The Development Agreement will implement the provisions of the Planned Development zoning for Sorrento East at Dublin Ranch (Dublin Ranch Area F East), the Stage 2 Development Plan, and Conditions of Approval of Master Vesting Tentative Tract Map 7651 and the five neighborhood Vesting Tentative Tract Maps previously approved (Nos. 7652, 7653, 7654, 7655 & 7656). It also is consistent with the terms and conditions established in the preceding Development Agreements associated with this property and updates certain provisions, as needed, based on the most current project approvals. RECOMMENDATION: Staff recommends that the City Council: 1) Open the public hearing; 2) Receive Staff presentation and take testimony from the Applicant and the Public; 3) Close the Public Hearing and deliberate; and 4) Waive the reading and introduce an Ordinance (Attachment 1) approving a Development Agreement between the City of Dublin and SR Structured Lot Options I, LLC (the Development Agreement is Exhibit A of Attachment 1). Page 6 of6 It31 ORDINANCE NO. XX - 07 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DUBLIN ***************************** APPROVING THE DEVELOPMENT AGREEMENT FOR PA 04-042 SORRENTO EAST AT DUBLIN RANCH (DUBLIN RANCH AREA FEAST) BETWEEN THE CTY OF DUBLIN AND REGENT LAND INVESTMENT LLC THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLOWS: Section I. RECITALS A. The proposed project known as Sorrento East at Dublin Ranch (Dublin Ranch Area FEast) is located within the boundaries of the Eastern Dublin Specific Plan, and was included in a group of approvals for Planned Development under P A 04-042. B. Pursuant to the California Environmental Quality Act (CEQA), CEQA Guidelines Section 15168, the Developer's 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 City Council by Resolution No. 51-93, the Addenda dated May 4, 1993 and August 22, 1994 (hereafter "Eastern Dublin EIR" or "program EIR") (SCH911 03064). The Program EIR was integral to the City Planning Department and is incorporated herein by reference. The program EIR was integral to the planning process and examined the direct and indirect effects, cumulative impacts, broad policy alternatives, and area wide mitigation measures for developing Eastern Dublin. In connection with project PA 01-037 for Dublin Ranch Area F, the City Council certified an EIR Addendum (Resolution No. 43-04) that is available for review in the planning department and is incorporated herein by reference. In connection with project PA 04-042 Sorrento at Dublin Ranch Area F West and Area F East and consistent with CEQA and the CEQA Guidelines, the City made a' determination that the project was adequately addressed and would cause no environmental impacts beyond those previously identified and addressed. All adopted supplemental mitigation measures continue to apply to the project area; and C. A Development Agreement between the City of Dublin and Regent Land Investment LLC, a Delaware limited liability corporation ("Developer") has been presented to the City Council, Attachment 1 to Exhibit A, attached hereto. D. A public hearing on the proposed Development Agreement was held before the Planning Commission on August 28, 2007, for which public notice was given as provided by law. E. The Planning Commission has made its recommendation to the City Council for approval of the Development Agreement. F. Council on A public hearing on the proposed Development Agreement was held before the City and , for which public notice was given as provided by law. G. The City Council has considered the recommendation ofthe Planning Commission who considered the item at the August 28, 2007 meeting, including the Planning Commission's reasons for its recommendation, the Agenda Statement, all comments received in writing and all testimony received at the public hearing. 1 q -/8-D7 {~h / ATTACHMENT 1 Section 2. FINDINGS AND DETERMINATIONS J1J3l 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 individual Mitigated Negative Declarations; (g) the Addendums; and (h) the Agenda Statement, and on the basis ofthe 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 Medium Density Residential, Neighborhood Park, and Elementary School, and the proposed project is 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 vesting of development rights 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 districts in which the real property is located in that the project approvals include a Stage 1 Development Plan Amendment, Stage 2 Development Plan, and Vesting Tentative Maps. 3. The Development Agreement is in conformity with public convenience; general welfare and land use policies in that the Developer's project will implement land use guidelines set forth in the Specific Plan and the General Plan which have planned for Medium Density Residential, Neighborhood Park, and Elementary School uses at this location. 4. The Development Agreement will not be detrimental to the health, safety and general welfare in that the Developer's 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 A to the Ordinance) and authorizes the Mayor to execute it. Section 4. RECORDATION Within ten (10) days after the Development Agreement is fully executed by all parties, 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 ofthe City of Dublin shall cause the Ordinance to be posted in at least three (3) public places in the City of Dublin in accordance with Section 36933 ofthe Government Code ofthe State of California. 2 3~3l PASSED AND ADOPTED BY the City Council of the City of Dublin, on this 18th day of September, 2007 by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: Janet Lockhart, Mayor City Clerk G:IPA#\2004\04-042 Toll Area F & BIDA EastISorrentoEast-draftOrd-DA.doc 3 L--/ 'b 31 RECORDING REQUESTED BY: CITY OF DUBLIN When Recorded.Mail To: City Clerk City of Dublin 100 Civic Plaza Dublin, CA 94568 Fee Waived per GC 27383 Space above this line for Recorder's use DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBLIN AND SR STRUCTURED LOT OPTIONS I, LLC FOR SORRENTO EAST AT DUBLIN RANCH (DUBLIN RANCH AREA FEAST) Exhibit A 50/)31 THIS DEVELOPMENT AGREEMENT ("Agreement") is made and entered in the City of Dublin on this 7th day of August, 2007, by and between the City of Dublin, a Municipal Corporation (hereafter "City"), and SR Structured Lot Options, I LLC, a Delaware limited liability company (hereafter "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. DEVELOPER desires to develop and holds legal interest in certain real property consisting of approximately 80 acres of land, located in the City of Dublin, County of Alameda, State of California, which is designated as Tract 7651 and is more particularly described in Exhibit A attached hereto and incorporated herein by this reference, and which real property is hereafter called the "Area F East Property"; and C. The City Council adopted the Eastern Dublin Specific Plan by Resolution No. 53-93 which Plan is applicable to the Property; and D. The Eastern Dublin Specific Plan requires Developer to enter into this development agreement; and E. DEVELOPER acquired its interest in the Area F East Property from Chang Su-O-Lin, Hong Lien Un and Hong Yao Lin (the "Lins") or the Lins successors in interest; and F. The Uns and CITY are parties to a "Master Development Agreement Between the City of Dublin and The Un Family for the Dublin Ranch Project (Areas A, B, C, D, E, F, G and H) ("Master Development Agreement"), section 7 of which requires DEVELOPER to enter into a project-specific development agreement in accordance with the Eastem Dublin Specific Plan; and G. DEVELOPER proposes the development of the Property with 694 residential units (the "Project"); and Dublin/SR Structured Lot Options I, LLC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) Area FEast TolLSorrento OA_FINAL Page 2 of 16 August 7, 2007 V;1J 3\ H. DEVELOPER has applied for, ,and CITY has approved various land, use approvals in connection with the development of the Project, including an amendment to the General Plan and Eastern Dublin Specific Plan (City Council Resolution No. 47-04), PD District rezoning and related Stage 1 and Stage 2 development plans (City Council Ordinances No. 12-04 and No. 24-05), Master Vesting Tentative Map for Tract 7651 (Planning Commission Resolution No. 05- 52), Neighborhood Vesting Tentative Maps for Tract 7652 (Neighborhood 6), Tract 7653 (Neighborhood 7), Tract 7654 (Neighborhood 8), Tract 7655 (Neighborhood 9), Tract 7656 (Neighborhood 10) (Planning Commission Resolution 05-52), and site development review (Planning Commission Resolution No. 05-52) (collectively, together with any approvals or permits now or hereafter issued with respect to the Project, the "Project Approvals"); and I. Development of the Property by Developer may be subject to certain future discretionary approvals, which, if granted, shall automatically become part of the Project Approvals as each such approval becomes effective; and J. City desires the timely, efficient, orderly and proper development of said Project; and K. The City Council has found that, among other things, this Agreement is consistent with its General. Plan and the Eastern Dublin Specific Plan and has been reviewed and evaluated in accordance with Chapter 8.56; and L. 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 M. On ,2007, the City Council of the City of Dublin adopted Ordinance No. _ approving this Agreement. The ordinance took effect on , 2007 (lithe Approval Date"). 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. Description of Property. The Property that is the subject of this Agreement is described in Exhibit A attached hereto. Dublin/SR Structured Lot Options I, LLC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) Area FEast TolLSomtIlto DA_FINAL Page 3 of 16 August7,2007 7'1J ~ l 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. Relationshio of City 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 Approval Date. 4.2. Term. The term of this 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 Prooertv. 5.1. RiQht 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. 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. DublinlSR Structured Lot Options I, lLC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) A/'Ila Feast TolI_SOfl'ento OA]INAL Page 4 of 16 August 7. 2007 giJfJ3l 5.3.1. Subseauent Discretionarv 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 other approvals from regulatory agencies.) Not Applicable 5.3.2. Mitiaation Conditions. Additional or modified conditions agreed upon by the parties in order to eliminate or mitigate adverse, environmental impacts of the Project or othelWise relating to development of the Project. See Exhibit B 5.3.3. Phasina. Timina. 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. Financina 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 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. Reaulations 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 Dublin/SR Structured lot Options I. LlC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) Area FEast TolLSorrenlo OA_FINAL. Page 50f 16 August 7.2007 G11J 31 Property and the maximum height. bulk and size of proposed buildings shall be those in force and effect on the Effective Date of the Agreement. 6.2. Rules re Desion 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 approval, whether the date of that approval is prior to or after the date of this Agreement. 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 discretionary approval, whether date of approval is prior to or after the date of this Agreement. 6.3. Uniform Codes Aoolicable. 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. Subseauentlv Enacted Rules and Reoulations. 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 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 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. Approval of Aoplication. 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 requirements expressly set forth herein. 7.3. Moratorium Not Aoplicable. 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 OublinlSR Structured Lot Options I, LLC Development Agreement For Sorrento East at DUblin Ranch (Area FEast) Area FEast TolLSorrento DA_FINAL Page 6 of 16 August7,2007 lDt 31 imposes a building moratorium, a limit on the rate of development or a voter- approval requirement 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 S 8558. 8. Subseauently 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 the Project Approvals and in this Agreement (including Exhibit B). The City shall not impose or require payment of any other fees, dedications of land, or construction of any public improvement or facilities, shall not increase or accelerate existing fees, dedications of land or construction of public improvements, or impose other exactions in connection with any subsequent discretionary approval for the Property, except as set forth in the Project Approvals and this Agreement (including Exhibit B, subparagraph 5.3.5). 8.2. Revised Aoolication Fees. Any existing application, processing and inspection fees that are revised during the tenn 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 only; and (3) the application of such fees would not prevent, impose a substantial financial burden on, or materially delay 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 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 XIII D 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. DublinlSR Structured Lot Options I, LLC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) Area F castTolLSonerrto DA_FINAL Page 7 of 16 August7,2007 11~31 9. Amendmentor 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 subject to approval 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. 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. The City Engineer shall determine whether a reservation or dedication is "significant". 9.4. Amendment of Proiect Aoprovals. 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 othelWise 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 Dublin/SR Structured Lot Options I, lLC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) Area FEast TolLSorrento OA]INAL Page 8 of 16 August 7, 2007 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 Proiect Approvals. 10.1. Pursuant to California Government Code Section 66452.6(a), the term of the vesting tentative map described in Recital H 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 between July 15 and August 15, 2007 and each July 15 to 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 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. 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 ofthis 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 DublinlSR Structured Lot Options I, LLC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) Area FEast TolLSorrento DA_FINAL Page 9 of 16 August 7, 2007 12~3\ \3OCJ31 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. 12.3. No Damaaes Aaainst City. Notwithstanding anything to the contrary contained .herein, in no event shall damages be awarded against City upon an event of default or upon termination of this Agreement. 13. Estoppel Certificate. . 13.1. 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 shalt 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. Mortaaaee Protection: Certain Riahts of Cure. 14.1. Mortgaaee 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. Mortaaaee Not Obliaated. Notwithstanding the provisions of Section 14.1 above, no Mortgagee shall have any obligation or duty under this Agreement, before or after foreclosure or a deed in lieu of foreclosure, to Dublin/SR Structured Lot Options t. LLC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) Area F clI$l To'LSorrento DA_FINAL Page 10 of 16 August 7, 2007 ILtVlJ3 f 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 Mortaacee and Extension of Richt 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. Severabilitv. 15.1. 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. 16.1. 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. Riaht to Assian. Developer may wish to sell, transfer or assign all or portions of its Property to other developers (each such other developer is referred to as a "Transferee"). In connection with any such sale, transfer or assignment to a Transferee, Developer may sell. transfer or assign to such DubJin/SR Structured Lot Options I, llC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) Area FEast TolLSorrenlo DAflNAL Page 11 of 16 August7,2007 15t1fJ :3 l Transferee any or all rights, interests and obligations of Developer arising hereunder and that pertain to the portion of the Property being sold or transferred, to such Transferee, provided, however, that: no such transfer, sale or assignment of Developer's rights, interests and obligations hereunder shall occur without prior written notice to City and approval by the City Manager, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing sentence, no City approval shall be required for any transfer, sale, or assignment of this Agreement from Developer to Sorrento at Dublin Ranch II, L.P. (''Toll'') in conjunction with the sale of all or a portion of the Property, provided that Developer has given notice to City of such transfer, sale or assignment pursuant to section 23, and provided that Developer has, at the time of the transfer, sale or assignment complied with all obligations of this Agreement or provided evidence satisfactory to the City Manager demonstrating that the remaining obligations have been allocated between Developer and Toll. 17.2. Aooroval and Notice of Sale. Transfer or Assianment. The City Manager shall consider and decide on any transfer, sale or assignment within ten (10) days after Developer's notice, provided all necessary documents, certifications and other information are provided to the City Manager to enable the City Manager to determine whether the proposed Transferee can perform the Developer's obligations hereunder. Notice of any such approved sale, transfer or assignment (which includes a description of all rights, interests and obligations that have been transferred and those which have been retained by Developer) shall be recorded in the official records of Alameda County, in a form acceptable to the City Manager, concurrently with such sale, transfer or assignment. 17.3. Effect of Sale. Transfer or Assianment. Developer shall be released from any obligations hereunder sold, transferred or assigned to a Transferee pursuant to subparagraph 17.1 of this Agreement, provided that: a) such sale, transfer or assignment has been approved by the City Manager pursuant to subparagraph 17.1 of this Agreement; and b) such obligations are expressly assumed by Transferee and provided that such Transferee shall be subject to all the provisions hereof and shall provide all necessary documents, certifications and other necessary information prior to City Manager approval pursuant to subparagraphs 17.1 and 17.2 of this Agreement. 17.4. Permitted Transfer. Purchase or Assianment. 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. Dublin/SR Structured Lot Options I, lLC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) Area FEast TolLSorrento DA_FINAL Page 12 of 16 August 7. 2007 l~t 3\ 17.5. Termination of Aareement 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 purchas~r 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. Aareement Runs with the Land. 18.1. 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 forthe 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. Bankruptcv. 19.1. The obligations of this Agreement shall not be dischargeable in bankruptcy. 20. Indemnification. 20.1. Developer agrees to indemnify, defend and hold harmless City, and its elected and appointed councils, boards, commissions, officers, agents, employees, and representatives from any and all claims, costs (including legal fees and costs) and liability for any personal 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, DublinlSR Structured Lot Options I, LLC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) Area FEast TolLSorrento DA_F1NAL Page 13 of 16 August 7, 2007 ll~31 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). 21. Insurance. 21.1. Public Liability and Property Damaae 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) with a One Hundred Thousand Dollar ($100,000) self insurance retention 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 Comoensation 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 performing work on the Project. 22. Sewer and Water. 22.1. 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. 23.1. 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 Dublin/SR Structured Lot Options I. LLC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) Area FEast TolLSorrento DA_FINAL Page 14 of 16 August 7, 2007 l~ifJ 31 City of Dublin 100 Civic Plaza Dublin, CA 94568 FAX No. (925) 833-6651 Notices required to be given to Developer shalJ be addressed as follows: SR Structured Lot Options, I LLC c/o Stark Onshore Management, LLC 3600 South Lake Drive St. Francis, WI 53231 Attn: Devi S. Koya FAX No. (414) 294-7625 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 ovemight courier which shall be deemed given the following day or by facsimile transmission which shall be deemed given upon verification of receipt. 24. Aareement is Entire Understandina. 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 26. Counterparts. This Agreement is executed in three (3) duplicate originals, each of which is deemed to be an original. 27. Recordation. City shall record a copy of this Agreement within ten (10) days following execution by all parties. Dublin/SR Structured Lot Options I, LLC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) Area FEast Toll_Sorrento DA_FINAL Page 15 of 16 August 7. 2007 I~UO 31 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: Janet Lockhart, Mayor A TrEST: By: Da~: Fawn Holman, City Clerk APPROVED AS TO FORM: Elizabeth H. Silver, City Attorney SR STRUCTURED LOT OPTIONS I, LLC, a Delaware limited liability company Stark Offshore Management, LLC, A Wisconsin limited liability company. Its Manager ~~~~I1N"diT Its Managing ember Date: n7 - II - () 7 (NOTARIZATION ATrACHED) DublinlSR Structured Lot Options I, lLC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) Area FEast TolLSorrento OA_FINAL Page 16 of 16 August 7.2007 STATE OF Wisconsin ) ) COUNTY OF Milwaukee c906b3\ On Jul~ I\, (Jfn7. , before me, ~n{dO VVLar--hn-e-7? Public, personally appeared SOSe{JYl T l11ros-1TT 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 hislher/their authorized capacity(ies), and that by hislher/their signature(s) on the instrument the person(s) or the entity upon behalf of which their person( s) acted, executed the instrument. WITNESS my hand and official seal. ~ '-/JfoA7A/Z ., s;..",,"', ~ (Seal) My Commission Expires; February 14.2010 Notary .....,.., ..... ONYA '. t;. cat .........IttJ1lt1~. # .. .. *.-1.... . ...:.A: . .. .. No]: ...,... .. . "" ~ (I') : ~,.n . ~ .. : ....: A. ,_ '71 : rn : '_'~. " ,...N . ~ ~ VL'\ :. . . Q11 . .. . ('C'\ ... I.. C .. . -, a.... .....- . I<' IA... ........ ~ · .....yISCQt'o\s'\ .... "........ Exhibit A Legal Description of Area F East Property Real property in the City of Dublin, County of Alameda, State of California, described as follows: Parcel 7 (APN 985-0053-003) and Parcel 13 (APN 985-0054-003) as shown on the Final Map of Tract 7281 , filed September 3, 2004, Map Book 277, Pages 82 to 85 inclusive, Alameda County Records. ~ IrJb3\ ;< ;;l &fJ 31 EXHIBIT B Additional Conditions The following Additional Conditions are hereby imposed pursuant to Paragraph 5.3 above. Subparaaraph 5.3.1 .. Subsequent Discretionary Approvals None. Subparaaraph 5.3~2 - Mitiaation Conditions Subsection !:. Infrastructure Seauencina Proaram The Infrastructure Sequencing Program for the Project is set forth below. (i) Roads: The project-specific roadway improvements (and offers of dedication) identified in Resolution No. 05-52 of the City of Dublin Planning Commission approving Site Development Review for Sorrento at Dublin Ranch Area F, Master Vesting Tentative Tract Map 7651 for Area F East, and Neighborhood Vesting Tentative Tract Maps 7652, 7653, 7654, 7655, and 7656 for Neighborhoods 6 through 10 for PA 04-042 (hereafter "SDR and VTM Resolution") shall be completed by Developer to the satisfaction of the City Engineer at the times and in the manner specified in the SDR and VTM Resolution unless otherwise provided below. All such roadway improvements shall be constructed to the satisfaction and requirements of City's City Engineer. (ii) Sewer. All sanitary sewer improvements to serve the project site (or any recorded phase of the Project) shall be completed in accordance with 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 map' conditions of approval to the satisfaction and requirements of the City's fire department. All potable water system components to serve the project site shall be completed in accordance with the DSRSD requirements. Dublin/SR Structured Lot Options I, LLC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) - EXHIBIT B Area F East Tol1_Sorrento DA_FINAL Page 1 of 7 ~ 3tfJ 3\ Recycled water lines shall be installed in accordance with the tentative map conditions of approval. (iv) Storm Drainaae. The storm drainage systems off-site, as well as on-site drainage systems for the areas to be occupied, shall be improved consistent with the tentative map conditions of approval and to the satisfaction and requirements of the Dublin Public Works Department applying City's standards and policies which are in force and effect at the time of issuance of the permit for the proposed improvements. Proper erosion control measures must be installed at development sites within the City during construction, and all activities shall adhere to t;3est Management Practices. (v) Other Utilities (e.a. aas. electricity. cable televisions. telephone) Construction shall be completed by phase prior to issuance of the first Certificate of Occupancy for any building within that specific phase of occupancy for the Project. Subsection b. Miscellaneous (i) Completion Mav Be Deferred. Notwithstanding the foregoing, the City Engineer may, in his or her sole discretion and upon receipt of documentation in a form satisfactory to the City Engineer that assures completion, allow Developer to deter completion of discrete portions of any public improvements tor the Project If the City Engineer determines that to do so would not jeopardize the public health, safety or welfare. (ii) Neiahborhood Park Condition 14 to Tract 7651 (Area F East) as set forth in the SDR and VTM Resolution shall be revised to read as follows: Neighborhood Park. The Neighborhood Park, Parcel 7, shall contain a minimum of 5. 12 acres and be shown on the Final Map as future parkland to be deeded to the City of Dublin by separate document. The parcel line shall be at the standard location for a street right otway at back of sidewalk (26 feet from centerline). The Neighborhood Park shall be rough graded, as shown on the Tract 7651 Tentative Map Grading Plan including erosion control Dublin/SR Structured Lot Options I. LLC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) - EXHIBIT B Area FEast TolLSorrenlo DA_FINAL Page 2 of7 ~ 4-~ 3l measures, to the satisfaction of the City Engineer, and dedicated to the City of Dublin prior to the issuance of building permit for the 30el' unit within Tract 7651. Developer will not be granted neighborhood parkland credits for the dedication of the Neighborhood Park parcel until either (a) the City and Developer have executed an agreement, in which developer irrevocably offers the Neighborhood Park parcel for dedication and in which the parties agree upon standards for the grading and timing for the City's acceptance of the dedication, or (b) the City has accepted the parcel. Since the obligations in Condition 14 to Tract 7651, as revised, cannot be satisfied prior to the recording of the final map, DEVELOPER agrees, in exchange for the City's allowing the Tract 7651 final map to be recorded, that Condition 14 to Tract 7651 shall survive recordation of the final map for Tract 7651 and that the City may withhold the issuance of (and DEVELOPER will not oppose City's refusal to issue) more than 299 building permits within the Project until such time as the Neighborhood Park is rough graded and dedicated as contemplated in Condition 14 to Tract 7651, as revised. School Site: The school site, Parcel 8, shall contain a minimum of 10.00 acres and be shown on the Final Map as future school site to be deeded to the Dublin Unified School District under separate document. The Developer shall rough grade the school site, including erosion. control measures, as generally shown on the Tentative Map Grading Plan, including erosion control, to the satisfaction of the City Engineer prior to the issuance of building permit for the 40r!' unit within Tract 7651 or one year after notification from the School District to complete the bulk grading, whatever occurs first. Since the obligations in Condition 15 to Tract 7651 cannot be satisfied prior to the recording of the final map, DEVELOPER agrees, in exchange for the City's allowing the Tract 7651 final map to be recorded, that the City may withhold the issuance of (and will not oppose City's refusal to issue) more than 399 building permits within the Project until such time as the School Site is rough graded and dedicated as contemplated in Condition 15 to Tract 7651. DublinlSR Structured Lot Options I, LLC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) - EXHIBIT B Area F East Toll_Sorrento DA]INAL Page 3 of 7 26~3\ (iv) Private Recreational Facilities in Tract 7651 Condition 9 to Site Development Review as set forth in the SDR and VTM Resolution ("Condition 9") reads as follows: Private Recreational Facilities In Tract 7651: Complete building permit application for the private recreation facility within Tract 7651 shall be submitted to the Building Department prior to the issuance of the first building permit within Tracts 7652 - 7656 (Neighborhoods 6 - 10). The private recreation facility shall be completed and open prior to the issuance of the occupancy permit for the 40rJh unit within Tracts 7652 - 7656 (Neighborhoods 6 - 10). NotWithstanding anything to the contrary in Condition 9, the City may issue building permits within Tract 7656 (Neighborhood 10) prior to the submission of a complete building application for the private recreation facility, since Tract 7656 Is served by a separate private recreation facility. DEVELOPER further agrees that the City may withhold issuance of (and will not oppose City's refusal to issue) any building permits within Tracts 7652 - 7655 until a complete building permit application for the private recreation facility is submitted to the City and that the City may withhold issuance of occupancy permits within Tracts 7652-7655 in excess of 399 until such time as the private recreation facility is completed and open. Subparaaraph 5.3.3 .. Phaslna. Timlna 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. Subparaaraph 5.3.4 .. Financina Plan Developer will install all improvements necessary for the Project at its own cost (subject to credits for any improvements which qualify for credits 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 Di,strict. Developerwill enter 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. Dublin/SR Structured Lot Options I. lLC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) - EXHIBIT B Area FEast ToIl_SOlTento DA]INAL Page 4 of 7 2~~31 Subparaaraph 5.3.5 - Fees, Dedications Subsection!:. Traffic Impact Fees. Developer shall pay the Eastern Dublin Traffic Impact Fee ("TIF") established by Resolution No. 111-04, including any future amendments to such fee that may be in effect at the time of issuance of building permits. Developer will pay such fees no later than the time of issuance of building permits and in the amount of the impact fee in effect at time of building permit issuance. Developer further agrees that it will pay eleven percent (11 %) of the "Section 1/Category 1" portion of the TIF in cash. Developer also agrees that it will pay twenty-five percent (25%) of the "Section 2/Category 2" portion of the TIF in cash. If City amends its TIF fee and as a resutt the City's outstanding balance due on loans is less than 25% of total Section 21Category 2 improvements, the Developer shall pay such reduced percentage of the "Section 21Category 2" portion of the TIF in cash. Subsection b.Trafflc Impact Fee to Reimburse Pleasanton for Freewav Interchanaes. Developer shall pay the Eastern Dublin 1-580 Interchange Fee in the amounts and at the times set forth in Resolution No. 155-98 and by any subsequent resolution which revises such Fee that may be in effect at the time of issuance of bUilding permits. Developer will pay such fees no later than the time of issuance of bUilding permits and in the amount of the impact fee in effect at time of building permit issuance. Subsection ~. Public Facilities Fees. Developer shall pay a Public Facilities Fee established by City of Dublin Resolution No. 214-02, including any future amendments to such fee that may be in effect at the time of issuance of building permits. Developer will pay such fees no later than the time of issuance of building permits and in the then-current amount of the fee at time of building permit issuance. Dublin/SR Structured Lot Options I, LLC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) - EXHIBIT B Area FEast ToILSorrento DA_FINAL Page 5 of 7 ~-'t3l Subsection g. Noise Mitiaatlon Fee. Developer shall pay a Noise Mitigation Fee established by City of Dublin Resolution No. 33-96, including any future amendments to such fee that may be in effect at the time of issuance of building permits. Developer will pay such fees no later than the time of issuance of building permits and in the amount of the fee in effect at time of building permit issuance. Subsection !: Schoollmp8ct Fees. School impact fees shall be paid by Developer in accordance with Government Code section 53080 and the agreement between Developer's predecessor in interest and the Dublin Unified School District regarding payment of school mitigation fees. Subsection f.:. Fire Impact Fees. Developer shall pay a fire facilities fee established by City of Dublin Resolution No. 12-03 including any future amendments to such fee that may be in effect at the time of issuance of building permits. Developer will pay such fees no Jater than the time of issuance of building permits and in the amount of the fee in effect at time of building permit issuance. Subsection 9: 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. Developer will pay such fees no later than the time of issuance of building permits and in the amount of the impact fee in effect at time of bUilding permit issuance. Subparagraph 5.3.6 -- Credit Subsection!,. Traffic Impact Fee Improvements -- Credit City shall provide a credit to Developer for those improvements described in the resolution establishing the Eastern Dublin Traffic Impact Fee if such improvements are constructed by the Developer in their ultimate location. All aspects of the credit shall be covered by City's Administrative Guidelines for Eastern Dublin Traffic Impact Fees (Resolution No. 23-99 ("TIF Guidelines"). Subsection b. Traffic Impact Fee Right-of-Way Dedications - Credit Dublin/SR Structured lot Options I, LLC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) - EXHIBIT B Area FEast TolI_Sorrento DA]INAL Page 6 of 7 ~g'6()3l City shall provide a credit to Developer for any TI F area right-of-way to be dedicated by Developer to City which is required for improvements which are described in the resolution establishing the Eastern Dublin Traffic Impact Fee. All aspects of the credits shall be governed by the TIF Guidelines. Subsection ~ Public Facility Fee - Neiahborhood Parkland Component City shall provide a credit to Developer for any neighborhood parkland to be dedicated by the Developer which exceeds the amount required under section 9.28 of the Dublin Municipal Code. Such credits shall be expressed in acres of parkland. All aspects of the credits shall be governed by the City's Public Facilities Fees Administrative Guidelines (Resolution No. 195-99) DublinlSR Structured Lot Options I, LLC Development Agreement For Sorrento East at Dublin Ranch (Area FEast) - EXHIBIT B Area FEast ToILSorrento D~ANAL Page 7 of 7 L CfV63{ RESOLUTION NO. 07 - 44 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF DUBLIN RECOMMENDING THAT THE CITY COUNCIL ADOPT AN ORDINANCE APPROVING DEVELOPMENT AGREEMENT FOR SORRENTO EAST AT DUBLIN RANCH (DUBLIN RANCH AREA FEAST) PA 04-042 WHEREAS, a request has been made by Chang Su-O Lin, Hong Lien Yao Lin, and Hong Lien Yao Lin (the "Lins") ("Applicant") for approval of a Development Agreement for the property known as Sorrento East at Dublin Ranch (Dublin Ranch Area F East), an area of approximately 80 acres (P A 04- 042); and WHEREAS, said Applicants are principals of Regent Land Investment LLC, a Delaware limited liability corporation ("Developer") and party to the Development Agreement; and WHEREAS, Development Agreements are required as an implementing measure of the Eastern Dublin Specific Plan; and WHEREAS, the project site is in Eastern Dublin for which the City adopted the 1993 Eastern Dublin General Plan Amendment and Specific Plan to provide a comprehensive planning framework for future development ofthe area. In connection with this approval, the City certified a program EIR pursuant to CEQA Guidelines section 15168 (SCH No. 91103064, Resolution 51-93, and Addendum dated August 22, 1994, hereafter "Eastern Dublin EIR" or "program EIR") that is available for review in the City Planning Department and is incorporated herein by reference. The program EIR was integral to the planning process and examined the direct and indirect effects, cumulative impacts, broad policy alternatives, and area-wide mitigation measures for developing Eastern Dublin; and WHEREAS, the program EIR also identified some impacts resulting from implementation that could not be mitigated, and the City adopted a statement of overriding considerations for such impacts. The City also adopted a mitigation-monitoring program, which included a series of measures intended to reduce impacts from the implementation of the plan; and WHEREAS, in 1997, the City Council approved a Negative Declaration (Resolution 140-97) which addressed an area of approximately 453 acres in Dublin Ranch Areas B through E, including a variety of residential and non-residential uses, as well as a community park of approximately 42 acres which became portions of Dublin Ranch Area F; and WHEREAS, for the portions of the project within Area F, the City Council approved a Mitigated Negative Declaration on February 15, 2000 (Resolution 34-00) which included approximately 147 acres from other areas within Dublin Ranch; and WHEREAS, on March 16, 2004, an EIR Addendum was certified by the City Council (Resolution No. 43-04) pursuant to CEQA Guidelines Section 15164 related to PA 01-037; and WHEREAS, a determination has been made for the project proposed under application PA 04- 042 that it has been auequately addressed in the 2004 EIR Addendum and would cause no environmental impacts beyond those pre,,'iously identified and addressed; and 1 Attachment 2 30tb3( WHEREAS, the previously adopted mitigation monitoring program and all adopted supplemental mitigation measures continue to apply to the project area; and WHEREAS, the text of the Draft Development Agreement is attached to this resolution as Exhibit A to the Ordinance; and WHEREAS, the Planning Commission did hold a public hearing on said application on August 28,2007; and WHEREAS, proper notice of said public hearing was given in all respects as required by law; and WHEREAS, the Staff Report was submitted recommending that the Planning Commission recommend that the City Council approve the Development Agreement; and WHEREAS, the Planning Commission did hear and use their independent judgment and considered all said reports, recommendations, and testimony hereinabove set forth. NOW, THEREFORE, BE IT RESOLVED THAT the City of Dublin Planning Commission does hereby make the following findings and determinations regarding said proposed Development Agreement: 1. Said Agreement is consistent with the objectives, policies, general land uses and programs specified in the Eastern Dublin Specific Plan/General Plan in that: a) the Eastern Dublin Specific Plan/General Plan land use designation for the subject site is proposed to be Planned Development and that the Developer's project is consistent with that designation; b) the project is consistent with the fiscal policies in relation to provision of infrastructure and public services of the City's Eastern Dublin Specific Plan/General Plan; c) the Agreement sets forth the rules the Developer and City will be governed by during the development process which is required by the Eastern Dublin Specific Plan and the Mitigation Monitoring Program ofthe Eastern Dublin Specific Plan. 2. Said Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use districts in which the real property is located in that the project approvals include a Planned Development Rezone and Site Development Review. 3. Said Agreement is in conformity with public convenience, general welfare and good land use practice in that the Developer's project will implement land use guidelines set forth in the Eastern Dublin Specific Plan/General Plan, as proposed. 4. Said Agreement will not be detrimental to the health, safety and general welfare in that the development will proceed in accordance with the Agreement and any Conditions of Approval for the Project. 5. Said Agreement will not adversely affect the orderly development ofthe property or the preservation of property values in that the development will be consistent with the City of Dublin Eastern Dublin Specific Plan/General Plan. Page 2 of3 3l~ 3l NOW, THEREFORE, BE IT FURTHER RESOLVED THAT the City of Dublin Planning Commission does hereby recommend that the City Council approve the Development Agreement between Regent Land Investment LLC and the City of Dublin for the Developer's project (PA 04-042). PASSED, APPROVED AND ADOPTED this 28th day of August of2007. AYES: Chair Schaub, Commissioners Biddle and Tomlinson NOES: ABSENT: Vice Chair Wehrenberg and Commissioner King ABSTAIN: Planning Commission Chairperson ATTEST: Planning Manager G:\PA#12004\04-042 Toll Area F & BIDA EastISorrentoEast-draftPCReso-DA.doc Page 3 of3