HomeMy WebLinkAboutItem 6.2 Grafton Station Dev Agmt
CITY CLERK
File # D~[Q][QJ-~~
AGENDA STATEMENT
CITY COUNCIL MEETING DATE: August 7, 2007
SUBJECT:
PUBLIC HEARING: P A 06-061 Grafton Station Development
Agreement
Report prepared by Erica Fraser, Senior Planner
Ordinance approving a Development Agreement between the City of
Dublin and Stanforth Holding Company with the Development
Agreement attached as Exhibit A.
RECOMMENDATIO~
4)
5)
ATTACHMENT:
Open the public hearing;
Receive Staff presentation;
Take testimony from the Applicant and the public;
Close the public hearing and deliberate; and
Waive reading and Introduce Ordinance (Attachment I)
approving a Development Agreement between the City of
Dublin and Stanforth Holding Company with the
Development Agreement attached as Exhibit A.
FINANCIAL STATEMENT:
None at this time.
PROJECT DESCRIPTION:
The Development Agreement is between the City and Stanforth Holding Company, the Applicant for the
Grafton Station shopping center. One ofthe implementing measures of the Eastern Dublin Specific Plan is
the requirement that the City enter into a Development Agreement with developers within the Plan area.
The Development Agreement provides security to the developer that the City will not change its zoning
and other laws applicable to the project for a specified period of time. The benefit to the City of entering
into a Development Agreement with the property owner is that the document is a contract that ensures that
the goals of the Eastern Dublin Specific Plan are met and the infrastructure facilities for the area are
constructed with each development phase. 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 Development Agreement are met as the development proceeds.
COPY TO: Applicant
File
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ITEM NO. ~.o..
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Background
The vacant site is bordered by vacant land (zoned General Commercial) to the west; Dublin Boulevard
and medium high density residential neighborhoods to the north; Interstate 580 to the south; and vacant
land (zoned Campus Office) and a future stormwater treatment basin to the east. The site consists of
approximately 29.2 gross acres. The site has two land use designations with 18.7 acres designated as
General Commercial and 10.5 acres designated as General Commercial/Campus Office. The location of
Grafton Station is shown below.
Grafton
Station
On July 25, 2006, the Planning Commission recommended that the City Council approve a Stage 1
Development Plan Amendment, Stage 2 Planned Development Rezone, Development Agreement (for
Lowe's only) and a CEQA Addendum for Grafton Station for a 318,000 square foot shopping center. The
Planning Commission also approved a Site Development Review and a Conditional Use Permit for the
Lowe's Home Improvement Warehouse, a 138,135 square foot building, a 31,659 square foot garden
center, and a freeway sign for the Grafton Station shopping center.
On August 15, 2006, the City Council adopted the CEQA Addendum and a CEQA Statement of
Overriding Considerations and introduced the Stage I Development Plan Amendment, Stage 2 Planned
Development Rezone and Lowe's Development Agreement.
On September 5, 2006, the City Council adopted the Stage 1 Development Plan Amendment, Stage 2
Planned Development Rezone and approved the Lowe's Development Agreement.
On September 27, 2006, the Community Development Director approved a Tentative Parcel Map to
divide Tract 7148 for the sale and development of the Grafton Station shopping center.
On March 27, 2007, the Planning Commission approved a Site Development Review for four retail
buildings which total 48,984 square feet in size and a Conditional Use Permit for a minor amendment to
the Stage 2 Development Plan, to allow the re-siting of a two-story retail building on the site.
On July 24, 2007, the Planning Commission adopted a Resolution recommending that the City Council
adopt an Ordinance approving the Development Agreement for the Grafton Station four retail pad
buildings.
The Lowe's building is currently under construction. Staff is currently reviewing the building permit plans
for the four retail pad buildings which were approved by the Planning Commission on March 27,2007.
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Prior to the issuance of Building Permits for the four retail pads, the Applicant is required to enter into a
Development Agreement.
ANALYSIS:
The approval of Development Agreements is by adoption of an Ordinance by the City Council upon a
recommendation by the Planning Commission. The proposed Development Agreement between the City
of Dublin and Stanforth Holding Company is contained in Exhibit A of Attachment 1. The format and
structure of the Development Agreement for the Grafton Station project is based on the standard
Development Agreement developed by the City Attorney and adopted by the City Council for projects
within the Eastern Dublin Specific Plan area. The Development Agreement is for the entire Grafton
Station shopping center, excluding the Lowe's portion of the shopping center which has its own
Development Agreement (approved by the City Council on September 5, 2006).
The City Attorney drafted the proposed Development Agreement for Grafton Station with input from City
Staff, representatives of the property owner and Developer, and their attorneys. The Development
Agreement sets forth the agreement between the parties in relation to many items, including, but not
limited to, phasing, project and off-site infrastructure, and payment or waiver of fees. The Development
Agreement runs with the land and the rights thereunder can be assigned. The Development Agreement
becomes effective for a term of five (5) years from the date of the signing of the Agreement.
ENVIRONMENTAL REVIEW
The project has been reviewed under the California Environmental Quality Act (CEQA), State CEQA
Guidelines and the Dublin Environmental Guidelines. The City Council approved a Mitigated Negative
Declaration by Resolution No. 34-00 pursuant to CEQA for Dublin Ranch Area H in 2000. ArI Addendum
to the Eastern Dublin Specific Plan area Program Environmental Impact Report which was certified by the
City Council by Resolution No. 51-93, was adopted by the City Council on August 15, 2006 for the
Grafton Station project. No additional environmental review is required for the Development Agreement.
CONCLUSION:
Approval of this Development Agreement will implement. provisions of the Eastern Dublin Specific Plan,
and the Conditions of Approval specific to the Grafton Station project. The proposal is consistent with
both the General Plan and the Specific Plan.
RECOMMENDATION:
Staff recommends that the City Council: 1) Open the public hearing; 2) Receive Staff presentation; 3)
Take testimony from the Applicant and the public; 4) Close the public hearing and deliberate; and 5)
Waive reading and introduce an Ordinance (Attachment 1) approving a Development Agreement between
the City of Dublin and Stanforth Holding Company with the Development Agreement attached as Exhibit
A.
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ORDINANCE NO. XX - 07
AN ORDINANCE OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
*************
APPROVING A DEVELOPMENT AGREEMENT FOR GRAFTON STATION LOCATED AT
THE SOUTHWEST CORNER OF DUBLIN BOULEVARD AND GRAFTON STREET AND
BORDERED BY DUBLIN BOULEVARD AND NORTHSIDE DRIVE IN AREA H OF DUBLIN
RANCH (APN 985-0009-015-02)
PA 06-061
THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLOWS:
Section 1. RECITALS
A. The proposed Grafton Station ("Project") is located within the boundaries of the Eastern
Dublin Specific Plan ("Specific Plan") in an area, which is designated on the General Plan Land Use
Element Map, and Eastern Dublin Specific Plan Land Use Map as General Commercial and General
Commercial/Campus Office land uses.
B. Pursuant to the California Environmental Quality Act (CEQA), Section 15164 provides
that an addendum to a previously certified Environmental Impact Report (EIR) may be prepared when the
proj ect requires a minor technical change to the EIR and there are no new significant environmental
effects and no substantial increase in the severity of previously identified significant effects.
C. A public hearing on the proposed Development Agreement was held before the Planning
Commission on July 24,2007 for which public notice was given as provided by law.
D. The Planning Commission has made its recommendation to the City Council for approval
of the Development Agreement.
F. A public hearing on the proposed Development Agreement was held before the City
Council on August 7, 2007 for which public notice was given as provided by law.
G. The City Council has considered the recommendation of the Planning Commission who
considered the item at its July 24, 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.
Section 2.
FINDINGS AND DETERMINATIONS
Therefore, on the basis of (a) the foregoing Recitals which are incorporated herein, (b) the City of
Dublin's General Plan, (c) the Eastern Dublin Specific Plan, (e) the Eastern Dublin EIR, (d) the 1999
Mitigated Negative Declaration for Dublin Ranch Planning Area H, (e) the CEQA Addendum (f) the
Agenda Statement, and on the basis of the specific conclusions set forth below, the City Council finds and
determines that:
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Attachment
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1. The Project 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 are General Commercial and General Commercial/Campus Office Land Uses and the proposed
project is a project consistent with those land uses, (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, (c) the
project is consistent with the Stage 1 Planned Development Zoning adopted for Dublin Ranch Planning
Area H adopted by the City Council and the Development Plan as amended by the City Council, and (d)
the Stanforth Holding Company, LLC Development Agreement includes provisions relating to vesting of
development rights, and similar provisions set forth in the Specific Plan.
2. The Stanforth Holding Company LLC 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 Planned
Development Rezoning, and Site Development Review.
3. The Stanforth Holding Company LLC. Development Agreement is in conformity with
public convenience, general welfare and good land use policies in that the project will implement land use
guidelines set forth in the Eastern Dublin Specific Plan and the General Plan which have planned for
general commercial and campus office uses at this location.
4. The Stanforth Holding Company LLC Development Agreement will not be detrimental to
the health, safety and general welfare in that the project will proceed in accordance with all the programs
and policies of the Eastern Dublin Specific Plan.
5. The Stanforth Holding Company LLC 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) 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 of the City of Dublin shall cause the Ordinance to be posted in at least three (3)
public places in the City of Dublin in accordance with Section 36933 of the Government Code of the
State of California.
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PASSED, APPROVED AND ADOPTED BY the City Council of the City of Dublin, on this 7th
day of August 2007 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
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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
4~dh
Space above this line for Recorder's use
DEVELOPMENT AGREEMENT
BETWEEN THE
CITY OF DUBLIN
AND
STANFORTH HOLDING COMPANY, LLC.
FOR THE GRAFTON STATION SHOPPING CENTER PROJECT
Exhibit A
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THIS DEVELOPMENT AGREEMENT (this "Agreement" or this "Development
Agreement") is made and entered in the City of Dublin on this _ day of
2007, by and between the CITY OF DUBLIN, a Municipal Corporation (hereafter
"CITY") and Stanforth Holding Company, L.L.C. (hereafter "DEVELOPER") pursuant to
the authority of ~~ 65864 et seq. of the California Government Code and Dublin
Municipal Code, Chapter 8.56. CITY and DEVELOPER are, from time-to-time,
individually referred to in this Agreement as a "Party," and are collectively referred to as
"Parties."
RECITALS
A. California Government Code ~~65864 et seq. ("Development Agreement
Statute") and Chapter 8.56 of the Dublin Municipal Code (hereafter "Chapter 8.56")
authorize the CITY to enter into a Development 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.
B. DEVELOPER intends to purchase, desires to develop, and holds an
equitable interest in certain real property consisting of approximately 14.56 acres of
land, located in the City of Dublin, County of Alameda, State of California, which is
more particularly described in Exhibit A attached hereto and incorporated herein by this
reference, and which real property is hereafter called the "Property."
C. The City Council adopted the Eastern Dublin Specific Plan by Resolution
No. 53-93 which Plan is applicable to the Property. The Eastern Dublin Specific Plan
requires DEVELOPER to enter into a development agreement as a condition of the
development of the Property.
D. The Property is within Area H, which is subject to a Master Development
Agreement between the City of Dublin and the Lins dated June 29, 1999 and recorded
in Official Records Alameda County on July 8, 1999 as Instrument No. 99251790, and a
Supplemental Development Agreement between the City of Dublin and the Lins dated
April 18, 2000 and recorded in Official Records of Alameda County on November 13,
2000 as Instrument No. 200335772.
E. DEVELOPER proposes the development of the Property with shopping
center of up to 178,850 square feet, and DEVELOPER proposes to develop an initial
phase of the project consisting of four retail stores totaling approximately 48,984 square
feet on four separate retail pads and at a later date DEVELOPER will develop the
remaining portions of the Property (the "Project").
F. DEVELOPER, or its predecessor in interest, has applied for, and CITY
has approved or is processing, various land use approvals in connection with the
development of the Project, including, without limitation, a Stage 1 Development Plan
for Area H (Ord. No. 6-00); Stage 1 Development Plan Amendment (Ord. No. 12-06);
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
Page,1 of 15
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Stage 2 Planned Development Rezone (Ord. No. 12-06); a Conditional Use Permit for a
minor amendment to the Stage 2 Development Plan (Planning Commission Resolution
07-08); Site Development Review for the initial four retail buildings (Planning
Commission Resolution No. 07-09); and a vesting tentative parcel map (Community
Development Director Resolution No. 06-10). All such approvals collectively, together
with any approvals or permits now or hereafter issued with respect to the Project are
referred to as the "Project Approvals."
G. 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. It is specifically
anticipated that the Project will require additional site development review approvals for
the remaining pads in the shopping center.
H.
Project.
CITY desires the timely, efficient, orderly and proper development of the
I. 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 the Development Agreement
Statute and Chapter 8.56.
J. 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.
K. Pursuant to the California Environmental Quality Act (CEQA) the City
Council adopted Resolution No. 157-06 finding that the Project is within the scope of
the Final Environmental Impact Report for the Eastern Dublin General Plan Amendment
and Specific Plan (SCH 91103064) which was certified by the Council by Resolution
No. 51-93 and the Addenda dated May 4,1993 and August 22,1994 (the "EIR").
L. Pursuant to CEQA the City Council adopted Resolution No. 34-00
approving a Mitigated Negative Declaration for Area H (SCH #99112040).
M. Pursuant to CEQA the City Council adopted Resolution No. 157-06
approving an Addendum to the EIR, dated June 2006, for Area H.
N. On , the City Council of the City of Dublin adopted Ordinance No.
_ approving this Development Agreement ("the Approving Ordinance"). The
Approving Ordinance will take effect on ("the 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:
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
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AGREEMENT
1. Description of Property.
The Property, which is the subject of this Development Agreement, is
described in Exhibit A attached hereto.
2. Interest of Developer.
The DEVELOPER has a legal or equitable interest in the Property.
3. Relationship of CITY and DEVELOPER.
It is understood that this Agreement is a contract that has been
negotiated and voluntarily entered into by CITY and DEVELOPER and that
DEVELOPER is notan agent of CITY. 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 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 ("the Effective Date") upon which this Agreement is signed by CITY.
4.2 Term. The "Term" of this Development Agreement shall
commence on the Approval Date and extend five (5) years thereafter, unless said Term
is otherwise terminated or modified by circumstances set forth in this Agreement.
5. Use of the Property.
5.1 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.
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
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5.3 Additional Conditions. Provisions for the following
("Additional Conditions") are set forth in Exhibit B attached hereto and incorporated
herein by reference.
5.3.1 Subsequent Discretionary Approvals. Conditions,
terms, restrictions, and requirements for subsequent discretionary
actions. (These conditions do not affect DEVELOPER's responsibility
to obtain all other land use approvals required by the ordinances of
CITY and any permits required by regulatory agencies.)
See Exhibit B.
5.3.2 Mitiqation Conditions. Additional or modified
conditions agreed upon by the Parties in order to eliminate or mitigate
adverse environmental impacts of the Project or otherwise relating to
development of the Project.
See Exhibit B
5.3.3 Phasinq, Timinq. 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 Financinq 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
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
Page 4 of 15
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6. Applicable Rules, Requlations and Official Policies.
6.1 Rules re Permitted Uses. For the term of this Agreement,
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 Approval Date.
6.2 Rules re Desiqn and Construction. Unless otherwise
expressly provided in Paragraph 5 of this Agreement or in Chapter 7.28 of the Dublin
Municipal Code, the ordinances, resolutions, rules, regulations and official policies
governing design, improvement and construction standards and specifications
applicable to Project construction (but not use) shall be those in force and effect at the
time DEVELOPER submits its application for the relevant building, grading, or other
construction permits to CITY. In the event of a conflict between such ordinances,
resolutions, rules, regulations and official policies and the Project Approvals, the Project
Approvals shall prevail.
For construction of public infrastructure, the ordinances, resolutions, rules,
regulations and official policies governing design, improvement and construction
standards and specifications applicable to Project shall be those in force and effect at
the time of execution of an improvement agreement between CITY and DEVELOPER
pursuant to Chapter 9.16 of the Dublin Municipal Code.
6.3 Buildinq Standards Codes Applicable. Unless expressly
provided in Paragraph 5 of this Agreement or in Chapter 7.28 of the Dublin Municipal
Code, the Project shall be constructed in accordance with the provisions of the 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 DEVELOPER submits
its application for the relevant building, grading, or other construction permits for the
Project to CITY.
7. Subsequently Enacted Rules and Requlations.
7.1 New Rules and Requlations. During the Term of this
Agreement, CITY may apply new or modified ordinances, resolutions, rules, regulations
and official policies of CITY to the Property that were not in force and effect on the
Approval Date and which are not in conflict with those applicable to the Property as set
forth in this Agreement and the Project Approvals 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 otherwise contemplated by the Project Approvals, and (b) such
ordinances, resolutions, rules, regulations or official policies have general (City-wide)
applicability.
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
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7.2 Approval of Application. Nothing in this Agreement shall
prevent 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 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 98558.
8. Subsequentlv 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 Approvals 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). CITY shall not impose or require payment of any other fees, dedications of land, or
construction of any public improvement or facilities, shall not increase or accelerate
existing fees, dedications of land or construction of public improvements, in connection
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 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 property to pay for infrastructure and/or services that
benefit the Property.
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
Page 6 of 15
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8.5 Vote on Future Assessments and Fees. In the eventthat
any assessment, fee or charge that is applicable to the Property is subject to Article
XIIID of the California Constitution and DEVELOPER does not return its ballot,
DEVELOPER agrees, on behalf of itself and its successors, that CITY may count
DEVELOPER's ballot as affirmatively voting in favor of such assessment, fee or charge.
9. Amendment or Cancellation.
9.1 Modification Because of Conflict with State or Federal Laws.
In the event that state or federal laws or regulations enacted after the Effective Date of
this Agreement prevent or preclude compliance with one or more provisions of this
Agreement or require changes in plans, maps or permits approved by 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 of CITY in
accordance with Chapter 8.56.
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 California 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 of CITY or the City Council of CITY before the parties may
execute an amendment hereto. CITY's Public Works Director shall determine whether
a reservation or dedication is "significant".
9.4 Cancellation bv Mutual Consent. Except as otherwise
permitted herein, this Agreement may be canceled in whole or in part only by the
mutual consent of the Parties or their successors in interest, in accordance with the
provisions of Chapter 8.56. Any fees paid pursuant to Paragraph 5.3 and Exhibit B of
this Agreement prior to the date of cancellation shall be retained by CITY.
10. Term of Project Approvals.
The Term of any Project Approval shall be extended only if so.
provided in Exhibit B.
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
Page 7 of 15
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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
during the Term.
11.2 Initiation of Review. 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 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 this Development Agreement
The burden of proof by substantial evidence of compliance is upon 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 that 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
12.2 Notice and Cure. Upon the occurrence of an event of
default by any 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
12.3 No Damaqes Aqainst CITY. In no event shall damages be
awarded against CITY upon an event of default or upon termination of this Agreement
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
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13. Estoppel Certificate.
Any 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, such failure
shall not be deemed to be a default under this Agreement; provided, however, 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. Mortoaoee Protection; Certain Riohts of Cure.
14.1 Mortoaoee 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 Mortoaoee Not Obliqated. Notwithstanding the provisions of
Paragraph 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 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 Mortqaoee and Extension of Rioht 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
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
Page 9 of 15
) '-f~<?b
DEVELOPER, any notice given to DEVELOPER with respect to any claim by CITY that
DEVELOPER has committed an event of default Each Mortgagee shall have the right
during the same period available to DEVELOPER to cure or remedy, or to commence
to cure or remedy, the event of default claimed set forth in the CITY's notice. CITY,
through its City Manager, may extend the thirty-day cure period provided in Paragraph
12.2 for not more than an additional sixty (60) days upon request of DEVELOPER or a
Mortgagee.
15. Severability.
The unenforceability, invalidity or illegality of any provisions, covenant,
condition or term of this Agreement shall not render the other provisions unenforceable,
invalid or illegal.
16. Attorneys' Fees and Costs.
If CITY or DEVELOPER initiates any action at law or in equity to
enforce or interpret the terms and conditions of this Agreement, the prevailing Party
shall be entitled to recover reasonable attorneys' fees and costs in addition to any other
relief to which it may otherwise be entitled. If any person or entity not a party to this
Agreement initiates an action at law or in equity to challenge the validity of any provision
of this Agreement or the Project Approvals, the Parties shall cooperate and appear in
defending such action. DEVELOPER shall bear its own costs of defense as a real
party in interest in any such action, and DEVELOPER 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 Assiqnments.
17.1 DEVELOPER's Riqht to Assiqn. All of DEVELOPER'S
rights, interests and obligations hereunder may be transferred, sold or assigned in
conjunction with the transfer, sale, or assignment of the Property subject hereto, or any
portion thereof, at any time during the Term of this Agreement, provided that no
transfer, sale or assignment of DEVELOPER's rights, interests and obligations
hereunder shall occur without the prior written notice to CITY and approval by the City
Manager of CITY, which approval shall not be unreasonably withheld or delayed. The
City Manager shall consider and decide the matter within ten (10) working days after
DEVELOPER's notice is given to CITY and receipt by City Manager of all necessary
documents, certifications and other information required by City Manager to decide the
matter. In considering the request, the City Manager shall base the decision upon the
proposed assignee's reputation, experience, financial resources and access to credit
and capability to successfully carry out the development of the Property to completion.
The City Manager's approval shall be for the purposes of: (a) providing notice to CITY;
(b) assuring that all obligations of DEVELOPER are fully allocated as between
DEVELOPER and the proposed purchaser, transferee or assignee; and (c) assuring
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
Page 10 of 15
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CITY that the proposed purchaser, transferee or assignee is capable of performing
DEVELOPER's obligations hereunder not withheld by DEVELOPER pursuant to
Paragraph 17.3. Notwithstanding the foregoing, provided notice is given as specified in
Paragraph 23, no CITY approval shall be required for any transfer, sale, or assignment
of this Agreement to: (1) any entity which either (i) is an affiliate or subsidiary of
DEVELOPER or (ii) results from the merger of DEVELOPER or its parent or is the
purchaser of all, or substantially all, of the assets of DEVELOPER or its parent; (2) any
Mortgagee; or (3) any transferee of a Mortgagee.
17.2 Release Upon Transfer. Upon the transfer, sale, or
assignment of all of DEVELOPER's rights, interests and obligations hereunder pursuant
to Paragraph 17.1 of this Agreement, DEVELOPER shall be released from the
obligations under this Agreement, with respect to the Property transferred, sold, or
assigned, arising subsequent to the date of City Manager approval of such transfer,
sale, or assignment; provided, however, that if any transferee, purchaser, or assignee
approved by the City Manager expressly assumes all of the rights, interests and
obligations of DEVELOPER under this Agreement, DEVELOPER shall be released with
respect to all such rights, interests and assumed obligations. In any event, the
transferee, purchaser, or assignee shall be subject to all the provisions hereof and shall
provide all necessary documents, certifications and other necessary information prior to
City Manager approval.
17.3 Developer's Riqht to Retain Specified Riqhts or Obliqations.
Notwithstanding Paragraphs 17.1 and 17.2 and Paragraph 18, DEVELOPER may
withhold from a sale, transfer or assignment of this Agreement certain rights, interests
and/or obligations which DEVELOPER shall retain, provided that DEVELOPER
specifies such rights, interests and/or obligations in a written document to be appended
to this Agreement and recorded with the Alameda County Recorder prior to the sale,
transfer or assignment of the Property. DEVELOPER's purchaser, transferee or
assignee shall then have no interest or obligations for such rights, interests and
obligations and this Agreement shall remain applicable to DEVELOPER with respect to
such retained rights, interests and/or obligations.
18. Aqreement Runs with the Land.
All of the provisions, rights, terms, covenants, and obligations
contained in this Agreement shall be binding upon the Parties and their respective
heirs, successors and assignees, representatives, lessees, and all other persons
acquiring the Property, or any portion thereof, or any interest therein, whether by
operation of law or in any manner whatsoever. All of the provisions of this Agreement
shall be enforceable as equitable servitude and shall constitute covenants running with
the land pursuant to applicable laws, including, but not limited to, Section 1468 of the
Civil Code of the State of California. Each covenant to do, or refrain from doing, some
act on the Property hereunder, or with respect to any owned property, (a) is for the
benefit of such properties and is a burden upon such properties, (b) runs with such
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
Page 11 of 15
10 ~~,
properties, and (c) is binding upon each party and each successive owner during its
ownership of such properties or any portion thereof, and shall be a benefit to and a
burden upon each party and its property hereunder and each other person succeeding
to an interest in such properties.
19. Bankruptcy.
The obligations of this Agreement shall not be dischargeable in
bankruptcy.
20. Indemnification.
DEVELOPER agrees to indemnify, defend and hold harmless CITY,
and its elected and appointed councils, boards, commissions, officers, agents,
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 DEVELOPER, or any actions or
inactions of DEVELOPER's contractors, subcontractors, agents, or employees in
connection with the construction, improvement, operation, or maintenance of the
Project, provided that DEVELOPER shall have no indemnification obligation with
respect to negligence or wrongful conduct of CITY, its contractors, subcontractors,
agents or employees or with respect to the maintenance, use or condition of any
improvement after the time it has been dedicated to and accepted by the CITY or
another public entity (except as provided in an improvement agreement or maintenance
bond). .If CITY is named as a party to any legal action, CITY will cooperate with
DEVELOPER, will appear in such action and will not unreasonably withhold approval of
a settlement otherwise acceptable to DEVELOPER.
21. Insurance.
21.1 Public Liability and Property Damaqe Insurance. At all times
that DEVELOPER is constructing any improvements that will become public
improvements, DEVELOPER shall maintain in effect a policy of comprehensive general
liability insurance with a per-occurrence combined single limit of not less than one
million dollars ($1,000,000.00) and a deductible of not more than ten thousand dollars
($10,000.00) per claim. The policy so maintained by DEVELOPER shall name the
CITY as an additional insured and shall include either a severability of interest clause or
cross-liability endorsement.
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
Page 12 of 15
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21.2 Workers Compensation Insurance. At all times that
DEVELOPER is constructing any improvements that will become public improvements,
DEVELOPER shall maintain Worker's Compensation insurance for all persons
employed by DEVELOPER for work atthe 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 commencement of
construction of any improvements which will become public improvements,
DEVELOPER shall furnish CITY satisfactory evidence of the insurance required in
Paragraphs 21.1 and 21.2 and evidence that the carrier is required to give CITY at least
fifteen days prior written notice of the cancellation or reduction in coverage of a policy.
The insurance shall extend to CITY, its elective and appointive boards, commissions,
officers, agents, employees and representatives and to DEVELOPER performing work
on the Project.
21.4 Self-Insurance. Notwithstanding any other provision of this
Agreement, so long as DEVELOPER and its parent corporation have a combined net
worth of at least Two Hundred Fifty Million Dollars ($250,000,000.00), the insurance
that DEVELOPER is obligated hereby to maintain may include such deductible or self-
insured amount not to exceed five million dollars ($5,000,000.00). To the extent that
DEVELOPER elects to so self-insure, its obligation to CITY with respect to such
insurance obligations, including the obligation to defend and indemnify, shall be the
same as if DEVELOPER is a third party insurer.
22. Sewer and Water.
DEVELOPER acknowledges that it must obtain water and sewer
permits from the Dublin San Ramon Services District ("DSRSD") which is another public
agency not within the control of CITY.
23. Notices.
All notices required or provided for under this Agreement shall be in
writing. Notices required to be given to CITY shall be addressed as follows:
City Manager
City of Dublin
1 00 Civic Plaza
Dublin, CA 94568
Fax: (925) 833-6651
Notice required to be given to DEVELOPER shall be addressed as
follows:
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
Page 13 of 15
)g ~ ;I,
Stanforth Holding Company, L.L.C.
4690 Chabot Drive Suite 100
Pleasanton, CA 94588
Attn: Jim Tong
Fax: (925) 463-1861
A Party may change address by giving notice in writing to the other Party and thereafter
all notices to such Party shall be addressed and transmitted to the new address.
Notices shall be deemed given and received upon personal delivery, or if mailed, upon
the expiration of 48 hours after being deposited in the United States Mail. Notices may
also be given by overnight courier, which shall be deemed given the following day, or by
facsimile transmission, which shall be deemed given upon verification of receipt.
24. Recitals.
The foregoing Recitals are true and correct and are made a part
hereof.
25. Aqreement is Entire Understandinq.
This Agreement constitutes the entire understanding and agreement
of the Parties.
26. Exhibits.
The following documents are referred to in this Agreement and are
attached hereto and incorporated herein as though set forth in full:
Exhibit A Legal Description of Property
Exhibit B Additional Conditions
27. Counterparts.
This Agreement is executed in two (2) duplicate originals, each of
which is deemed to be an original.
28. Recordation.
CITY shall record a copy of this Agreement within ten days following
execution by all parties. Failure of CITY to comply with this Paragraph shall not affect
the rights and obligations of the Parties under this Agreement.
29. Leqal Authoritv.
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
Page 14 of 15
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Each individual executing this Agreement on behalf of Developer
hereby represents and warrants that has full power and authority under the entity's
governing documents to execute and deliver this Agreement in the name of and on
behalf of the company and to cause the entity to perform its obligations under this
Agreement.
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:
Janet Lockhart, Mayor
Date:
Attest:
By:
Kay Keck, City Clerk
Date:
Approved as to Form:
Elizabeth H. Silver, City Attorney
S~1~h Holding Company, LLC
I
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By:
Its:
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
Page 15 of 15
Exhibit A
Property Description
Parcels.2, 3 and 5 as shown on Parcel Map 9003 recorded October 23, 2006 in Map
Book 292, Pages 8~-92, County of Alameda, Series No. 2006395109
cXo ~f c2G
~ I oje)J
Exhibit B
Additional Conditions
The following Additional Conditions are hereby imposed pursuant to Paragraph 5.3
above.
Subparaaraph 5.3.1 -- Subsequent Discretionary Approvals
Site development review approval will be required for development on the
remaining retail pads, which are referred to in the Development Plan as Pads A, E-1,
and E-2.
Subparaaraph 5.3.2 -- Mitiaation Conditions
Subsection a.
Infrastructure SeQuencina ProQram
The Infrastructure Sequencing Program for the Project is set forth below.
(i) Roads:
The project-specific roadway improvements (and offers of dedication)
identified in Community Development Director Resolution No. 06-10 approving a
vesting tentative map (the "VTM Resolution") and Planning Commission Resolution No.
07-09 approving Site Development Review (the "SDR Resolution") shall be completed
by DEVELOPER to the satisfaction and requirements of the Public Works Director at
the times and in the manner specified in the VTM Resolution and SDR Resolution
unless otherwise provided below.
(A) Dublin/Douahertv Intersection Improvements. DEVELOPER
shall provide CITY with DEVELOPER's fair share, as determined by CITY on the basis
of the Project's trips, for the costs of design and construction of Dublin
Boulevard/Dougherty Road Intersection Improvements by a payment to CITY in cash in
the amount of the Project's fair share of the deficiency, if any, between funds available
to CITY for CIP Project # 96852 [Dougherty Road/Dublin Blvd. Intersection] and the
cost of such project. Such payment to be made within 30 days of written notice from
the Public Works Director, which notice will be given following bid opening. City shall
provide a credit to Developer for any such funds advanced or contributed by Developer.
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"). Notwithstanding
the provisions of Section 4 of this Agreement, the provisions of this subsection shall
survive the expiration of this Agreement.
(ii) Sewer
Development Agreement Between City of Dublin and Stanforth Holding Company; LLC
For the Grafton Station Shopping Center Project.
Grafton Station DevelopmentAgreement
Page 1 of 6
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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 SDR
conditions of approval to the satisfaction and requirements of CITY's fire department.
All potable water system components to serve the project site (or any
recorded phase of the Project) shall be completed in accordance with DSRSD
requirements.
Recycled water lines shall be installed in accordance with the SDR
conditions of approval.
ilid Storm DrainaQe
Prior to issuance of the first Certificate of Occupancy for any building
which is part of the Project, the storm drainage systems off site, as well as on-site
drainage systems to the areas to be occupied, shall be improved to the satisfaction and
requirements of the Dublin Public Works Department applying CITY's and Zone 7
(Alameda County Flood Control and Water Conservation District, Zone 7) standards
and policies which are applicable. Pursuant to Alameda County's National Pollution
Discharges Elimination Permit (NPDES) No. CAS0029831 with the California Regional
Water Quality Control Board, all grading, construction, and development activities within
the City of Dublin must comply with the provisions of the Clean Water Act. Proper
erosion control measures must be installed at development sites within the City during
construction, and all activities shall adhere to Best Management Practices.
(v) Other Utilities (e.Q. Qas. electricitv. cable televisions. telephone)
Construction of other utilities shall be complete by phase prior to
issuance of the first Certificate of Occupancy for any building within that specific phase
of development.
Subsection b.
Miscellaneous
(i) Completion Mav be Deferred.
Notwithstanding the foregoing, CITY's Public Works Director may, in his
or her sole discretion and upon receipt of documentation in a form satisfactory to the
Public Works Director that assures completion, allow DEVELOPER to defer completion
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
Page 2 of 6
[)3 &6
of discrete portions of any of the public improvements required for the Project until after
issuance of Certificate of Occupancy for the first building for the Project if the Public
Works Director determines that to do so would not jeopardize the public health, safety
or welfare.
SubparaQraph 5.3.3 -- PhasinQ, TiminQ
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.
SubparaQraph 5.3.4 -- FinancinQ Plan
DEVELOPER will install all improvements necessary for the Project at its own
cost (subject to credits for any improvements that qualify for credits as provided in
Subparagraph 5.3.6 below), unless otherwise required by this Agreement.
Other infrastructure necessary to provide sewer, potable water, and recycled
water services to the Project will be made available by the DSRSD. DEVELOPER will
enter into an "Area Wide Facilities Agreement" with the DSRSD 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)(H) and (Hi) above.
SubparaQraph 5.3.5 -- Fees. Dedications
Subsection a.
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. 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 TI F 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
result the City's outstanding balance due on loans is less than twenty-five percent
(25%) of total Section 2/Category 2 improvements, the Developer shall pay such
reduced percentage of the "Section 2/Category 2" portion of the TIF in cash.
Subsection b. Traffic Impact Fee to Reimburse Pleasanton for Freewav
InterchanQes.
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
Page 3 of 6
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DEVELOPER shall pay an Eastern Dublin 1-580 Interchange Fee in the
amounts and at the times set forth in City of Dublin Resolution No. 155-98, or in the
amounts and at the times set forth in any resolution revising the amount of the Eastern
Dublin 1-580 Interchange Fee.
Subsection c.
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.
DEVELOPER will pay such fees no later than the time of issuance of building permits
and in the then-current amount of the fee.
Subsection d.
Noise Mitiaation Fee.
DEVELOPER shall pay a Noise Mitigation Fee established by City of
Dublin Resolution No. 33-96, including any future amendments to such fee.
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 e.
School Impact Fees.
School impact fees shall be paid by DEVELOPER in accordance with
Government Code section 53080 and the existing agreement between DEVELOPER's
predecessor in interest and the Dublin Unified School District.
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. 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 a. Tri-Vallev 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.
Subparaaraph 5.3.6 -- Credit
Subsection a.
Traffic Impact Fee Improvements Credit
CITY shall provide a credit to DEVELOPER for those improvements
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
Page 4 of 6
c25 ~o<G
described in the resolution establishing the Eastern Dublin Traffic Impact Fee if such
improvements are constructed by the DEVELOPER in their ultimate location pursuant
this Agreement. All aspects of credits shall be governed by CITY's then-current
Administrative Guidelines regarding credits.
Subsection b. Traffic Impact Fee Riaht-of-Wav Dedications Credit
CITY shall provide a credit to DEVELOPER for any TI F area right-of-way
dedicated by DEVELOPER to CITY that is required for improvements that are
described in the resolution establishing the Eastern Dublin Traffic Impact Fee. All
aspects of credits shall be governed by CITY's then-current Administrative Guidelines
regarding credits.
Subparaaraph 5.3.7 -- Miscellaneous
Subsection a.
Potential Joint Access Drivewav
DEVELOPER agrees that it will not propose, and that the City may
disapprove, site development review on the remainder of the Property that would
preclude a shared access driveway at the intersection of Dublin Boulevard and
Brannigan Street (and adjacent to Pad A) to serve the Property and the adjoining
property to the immediate west of the Property. The potential shared access driveway
would be along the extreme western boundary of the Property and would match the
terminus of Brannigan Street, and accordingly not more than 40 feet of the width would
be on the Property and 20 feet on the adjoining property
Subsection b.
Public Art Contribution
Condition 125 to the SDR Resolution provides as follows:
Public Art Contribution. Pursuant to the Public Art Master Plan, the
Applicant/owner shall install a public art piece on the property as shown
on the project plans in a landscaped traffic circle at the terminus of
Grafton Street. The Applicant/owner shall submit plans for Public Art for
review and approval by the City, in accordance with the City's Public Art
Master Plan, prior to installation of the art and prior to occupancy. The
Applicant/owner shall obtain the total building valuation of the project from
the Building Official, and the value of the applicant's required public art
project shall be determined by the Community Development Director.
Prior to occupancy of the first structure in the project, the Developer shall
(a) secure completion of the public art project, in a manner deemed
satisfactory by the City Manager; and (b) execute an agreement between
the City and the Developer, prior to occupancy of the first structure in the
project, which sets forth the ownership, maintenance responsibilities, and
insurance coverage for the public art project.
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
Page 5 of 6
cP. fp oJ:.~
Notwithstanding Condition 125 to the SDR Resolution, the following
paragraph shall govern the Project's public art requirements. The parties agree that the
location for the public art piece at the terminus of Grafton Street is suitable for a public
art piece to satisfy the obiigations for the entire Project, although the public art
obligations for the future phases of,the project will not be triggered until site
development review approval for those future phases. Accordingly, in accordance with
Chapter 8.58 [Public Art Program] of the City's Zoning Ordinance, the Building Official
has p'rovided the total building valuation of the initial phase of the Project and has
provided an estimate of the total building valuation of the future phase of the Project,
which are respectively $3,255,441 and $15,417,100. Based on this valuation provided
by the Building Official, the parties agree that the value for the public art project to be
completed at the terminus of Grafton Street shall be $93,362.71 ($18,672,541 times
0.5% equals $93,362.71). Upon or prior to site development review approval of the
future phase of the Project, the Building Official shall determine the total building
valuation of the future phase of the Project. If the Building Official's determination of
the actual total building valuation of the future phase of the Project is greater than the
earlier estimate, DEVELOPER agrees to pay the City a monetary contribution in-lieu of
public art equal to 0.5% of the amount of difference between the actual determination
and the earlier estimate. If the Building Official's determination of the actual total
building valuation of the future phase of the Project is less than the earlier estimate,
DEVELOPER will not be entitled to any credit for its excessive contribution. Prior to
occupancy of the first structure in the project, the Developer shall (a) secure completion
of the public art project, in a manner deemed satisfactory by the City Manager; and (b)
execute an agreement between the City and the Developer, prior to occupancy of the
first structure in the project, which sets forth the ownership, maintenance
responsibilities, and insurance coverage for the public art project.
The terms of this subsection shall survive termination of this Agreement.
Development Agreement Between City of Dublin and Stanforth Holding Company, LLC
For the Grafton Station Shopping Center Project.
Grafton Station Development Agreement
Page 6 of 6