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HomeMy WebLinkAbout4.10 FireStation18 w/DR Ac CITY CLERK File# 600-35 AGENDA STATEMENT CITY COUNCIL MEETING DATE: October 16, 2001 SUBJECT: ATTACHMENTS: Improvement Agreement for Fire Station 18 between the City of Dublin and DR Acquisitions, LLC Report Prepared by Richard Ambrose, City Manager Draft Improvement Agreement for Fire Station 18 between the City of Dublin and DR Acquisitions, LLC~ RECOMMENDATION.~f/4~y motion, approve the Improvement Agreement for Fire Station 18 /X,~ "~ between the City of Dublin and DR Acquisitions, LLC FINANCIAL STATEMENT: The cost of constructing the station will be borne by DR Acquisitions; LLC, who. will receive a credit against the Fire Facilities Fee. DESCRIPTION: BACKGROUND The Council approved the location of Fire Station 18 on June 5,2001. DR Acquisitions, LLC ("Developer") was the subdivider of Tract No. 7135. Condition 106 of City of Dublin Planning Commission Resolution No. 00-36, adopted on July 25, 2000, requires the developer to construct and dedicate Fire Station 18 and dedicate the land for the station. Developer is required by Condition 106 to enter into an improvement agreement no later than 12 months prior to the anticipated date of issuance of a certificate of occupancy for the 312th dwelling in Dublin Ranch Areas A-l, 1-6 or A-7. Condition 106 also requires the developer to provide the City with funds to purchase the apparatus and equipment needed to operate Station 18. The draft Improvement Agreement for Fire Station 18 between the City of Dublin and DR Acquisitions, LLC (Attachment 1) will satisfy these proviSions of the condition. COPIES TO: G:\CC-MTGS~2001QTR4\OCTOBER\ 10-2-01 \as-fire station.doc ITEM NO. DRAFT IMPROVEMENT AGREEMENT The Developer will construct the station in accordance with the plans and specifications provided by the City. (See related agenda item to approve agreement with BSA Architects for design services for both Station 17 and Station 18.) The Developer will provide security for the cost of constructing the improvements and will guarantee the work for a one-year period following acceptance. Following completion of construction, the City will accept the land and the improvements if they are constructed in accordance with the plans and specifications. Acceptance will satisfy Condition 106. The draft agreement provides an opportunity for the developer to have input in to the elevations for Station 18, the architect's schedule, the schematic design documents and the estimated project cost. In no event, however, will the Developer be able to make any decisions regarding these matters or cause any delays in the architect's schedule. The Developer will deposit $385,625 for preparation of the plans and specifications for Station 18. In addition, prior to approval by the Council of an agreement with a construction manager for Station 18, the Developer will deposit $95,000 with the City for the services of the construction manager. Staff will return at a later time with a recommendation for a construction manager for Stations 17 and 18. The agreement provides the City and its agents with a right-of-way to enter the Developer's property prior to and during construction° This will allow the City's architect and construction manager to carry out their responsibilities with respect to Station 18. Consistent with Condition 108, the draft agreement provides the Developer with a credit for the land to be dedicated, the construction of the station and the funds for purchase of apparatus and equipment. The agreement provides the credit in two phases. The initial credit will be for the amount assumed in the current Fire Facilities Fee for construction of Station 18 ($2,309,000 [8,181 sq. ft. at $282/sq. ft.) If the actual cost is greater, an additional credit will be provided in the amount of the difference between the initial credit and the total costs of construction. If the actual cost is greater than assumed in the fee program, Staff will return to the City Council with a recommendation that the Council amend the Fire Facilities Fee to include the actual costs of construction. The Developer will be able to use the credit against payment of Fire Facilities Fees anywhere in Dublin or transfer the credit to another developer. The credit will convert to a right of reimbursement after ten years or earlier, if sufficient fee revenues have been received to cover the cost of constructing Station 17. The agreement provides that the City and the Developer will make every effort to allow for opening of Station 18 by July 2003. RECOMMENDATION By motion, approve the draft agreement (Attachment 1) and authorize and direct the Mayor to sign the agreement. IMPROVEMENT AGREEMENT FOR FIRE STATION 18 BETVVEEN CITY OF DUBLIN AND DR ACQUISITIONS, LLC This Improvement Agreement for Fire Station 18 is made and entered in the City of Dublin on this day of__, 2000, by and between the City.of Dublin, a municipal corporation (hereinafter "City"), and DR Acquisitions, LLC, (hereinafter "Developer"). RECITALS A. Developer, the subdivider of Tract No. 7135, desires to construct and dedicate Fire Station 18 (hereafter "Fire Station 18") and dedicate the land required by Condition 106 of City of Dublin Planning Commission Resolution No. 00-36, adopted on July 25, 2000 in accordance with the requirements and conditions set forth in said condition, the requirements of the Subdivision Map Act of the State of California, the Subdivision Ordinance of the City, and those certain plans and specifications for said development to be approved by City prior to issuance of a building permit for Fire Station 18. B. Developer intends to satisfactorily complete Fire Station 18 within the time hereinafter specified, and City intends to accept Developer's offer(s) of dedication of land and Fire Station 18 in consideration for Developer's satisfactory performance of the terms and conditions of this Agreement. C. City will prepare plans and specifications ("Construction Documents") for Fire Station 18, and Developer will construct Fire Station 18 pursuant to said plans and specifications. City will make every effort to finalize the plans and specifications no later than ten (10) months after the contract between the City and BSA Architects is fully executed. D. Developer is required by Condition 106 to dedicate to City the land required for Fire Station 18. E. This Improvement Agreement is intended to implement and satisfy Conditions 106 and 108 of said Resolution 00-36, including securing Developer's obligations pursuant to Copdition 106 to construct Fire Station 18, dedicate the land for Fire Station 18 and advance monies to City for purchase of apparatus and equipment for Fire Station 18; and providing credit to Developer for construction of the station, dedication of the land and payment of monies for the apparatus and equipment 'as provided, in Condition 108. F. It is further intended and agreed that: (i) Developer will be included in the Site Assessment phase (Phase I) and Conceptual Alternatives phase (Phase II) of the City's Contract for architectural services for Fire Station #18, to allow Developer to have input into the elevations for Station #18 and the schedule of the Architect Improvement Agreement - Fire Station 18 Between Dublin and DR Acquisitions, LLC ATTACHMENT 1 Page 1 of 15 October 16, 2001 retained by the City to design Fire Station #18, and the project cost estimate for Fire Station #18. In no event, however, shall the Architect delay any aspect of its work to accOmmodate any scheduling conflicts Developer may incur, and all final decisions shall be made by City. (ii) Developer will be given an opportunity to review and comment as well on all Schematic Design Documents. (iii) If the City's retained Architect is requested to make every effort to render its services for Fire Station #18 prior to rendering the same or comparable services for Fire Station #17, all costs associated with that effort shall be the responsibility of Developer, and not of City. NOW THEREFORE, the City and Developer hereby agree as follows: 1. Dedication of Land. Developer will dedicate such land as is required for Fire Station 18. The land shall be in the general location approved by the City Council on June 5, 2001 and the final legal description shall be approved by the City Manager. Developer will provide the following assurances to City in a form acceptable to City by January 15, 2002: (a) a preliminary title report showing the land to be dedicated, is free of all liens and .encumbrances (except for the lien for taxes for the current year); (b) a structural soils report showing the land is physically suitable for construction of Fire Station 18; (c) a Phase I report showing the land is free from hazardous and/or toxic materials which would render it unsuitable for the intended use; and (d) written confirmation that the land to be dedicated is not subject to the jurisdiction of the Army Corps of Engineers which would preclude construction of Fire Station 18 or use of the land for a fire station. The City Manager may waive any of the foregoing assurances, in his sole discretion. Upon receipt of the foregoing assurances, City will provide Developer with the plans and specifications for Fire Station 18. r 2. Construction/Completion Time. Developer will commence construction of Fire Station 18 within sixty (60) days following the date on which City finalizes plans and specifications and provides same to Developer. Developer shall complete said work not later than eighteen (18) months following said date. Time is of the essence in this Agreement. Upon completion, Developer shall furnish City with a complete and reproducible set of final as-built plans of Fire Station 18, including any authorized modifications, and all items listed in the plans and specifications to be turned over to City. 3. Estimated Cost of Improvements. The estimated cost of constructing Fire Station 18, for purposes of the security to be provided pursuant to Section 4, shall be determined by Developer subject to Improvement Agreement - Fire Station 18 Between Dublin and DR Acquisitions, LLC Page 2 of 15 October 16, 2001 approval of the City Manager, at the time City provides plans and specifications to Developer. Said amount shall include costs and reasonable expenses and fees which may be incurred in enforcing the obligation secured. Said amount may be adjusted prior to isSuance of a building permit to reflect the bid amount. 4. Bonds Furnished. Prior to City's issuance of a building permit for construction of Fire Station 18, Developer shall furnish City with the following security in a form satisfactory to the City Attorney. In the event that the plans and specifications require security in a form different from the following, the provisions of this Agreement shall prevail. A. Faithful Performance. Either a cash deposit, a corporate surety bond issued by a company duly and legally licensed to conduct a general surety businesS in the State of California, or an instrument of credit equivalent to one hundred twenty-five per cent (125%) of the estimate set forth in Paragraph 3 and sufficient to assure City that Fire Station 18 will be satisfactorily completed. Developer may provide an irrevocable letter of credit with no expiration date, callable at sight by a representative of the City and in a form satisfactory to the City Attorney as a substitute for the faithful performance bond. B. Labor and Materials. Either a cash deposit, a corporate surety bond issued by a company duly and legally licensed to conduct a general surety business in the State of California, or an instrument of credit equivalent to one-hundred twenty-five per cent (125%) of the estimate set forth in Paragraph 3 and sufficient to assure City that Developer's contractors, subcontractors, and other persons furnishing labor, materials, or equipment shall be paid therefor. City shall be the sole indemnitee named on any instrument required by.this Agreement. Any instrument or deposit required herein shall conform with the provisions of Chapter 5 of the Subdivision Map Act. 5. Insurance Required. Concurrently with the provision of security to City pursuant to Section 4, Developer shall obtain or cause to be obtained and filed with the City, all insurance required under this paragraph, and such insurance shall have been approved by the City Manager, or his designee, as to form, amount and carrier. In the event that the plans and specifications require insurance in a form different from the following, the provisions of this Agreement shall prevail. Prior to the commencement of work under this Agreement, Developer's general contractor shall obtain or cause to be obtained and filed with the City's Risk Manager, all insurance required under this paragraph, and such insurance shall have been approved by the City's Risk Manager, as to form, amount and carrier. Developer shall not allow any contractor or subcontractor to commence work on this contract or Improvement Agreement- Fire Station 18 Between Dublin and DR Acquisitions, LLC Page 3, of 15 October 16, 2001 subcontract until all insurance required for Developer and Developer's general contractor shall have been so obtained and approved. Said insurance shall be maintained in full force and effect until the completion of work under this Agreement and the final acceptance thereof by City. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier. as: Minimum Scope of Insurance. Coverage shall be at least as broad (i) Insurance Services Office form number GL 0002 (Ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001.) Insurance Services Office form number CA 0001 (Ed. 1/78) covering Automobile Liability, code 1 "any auto" and endorsement CA 0025. Workers' Compensation insurance as required by the Labor Code of the State of California and Employers Liability Insurance. less than: Minimum Limits of Insurance. Developer shall maintain limits no (i) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (ii) Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. Workers' Compensation and Employers Liability: Workers' compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. C. Deductibles and Self-Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. At the option of the Improvement Agreement - Fire Station 18 Between Dublin and DR Acquisitions, LLC Page 4 of 15 October 16, 2001 City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials and employees; or the Developer shall procure a bond guaranteeing payment of losses and related inVestigations, claim administration and defense expenses. · D. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the .following provisions: (i) General Liability and Automobile Liability Coverages. (a) The City, its officers, agents, officials, employees and volunteers shall be named as additional insureds as respects: liability arising out of activities performed by or on behalf of the Developer; products and completed operations of the Developer; premises owned, occupied or used by the Developer; or automobiles owned, leased, hired or borrowed by the Developer. The coverage shall contain no special limitations on the scope of the protection afforded to the City, its officers, officials, employees or volunteers. (b) The Developer's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the ' Developer's insurance and shall not contribute with it. (c) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (d) The Developer's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (ii) Workers' Compensation and Employers Liability Coverage. The insurer shall agree.to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from work performed by the Developer for the City. All Coveraqes. Each insurance policy required by this clause shall be Improvement Agreement - Fire Station 18 Between Dublin and DR Acquisitions, LLC Page 5 of 15 October 16, 2001 endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced' in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. (a) Acceptability of Insurers. Insurance is to be placed with insurers with a Bests' rating of no less than A:VII. (b) Verification of Coveraqe. Developer shall furnish City with certificates of insurance and with original endorsements effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. (c) Subcontractors. Developer and/or Developer's general contractor shall include all subcontractors as insureds under its policies or shall obtain separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 6. Work Performance and Guarantee. Except as otherwise expressly provided in this Agreement, and excepting only items of routine maintenance, ordinary wear and tear and unusual abuse or neglect by City or its agents, Developer guarantees all work executed by Developer and/or Developer's agents, and all supplies, materials and devices of whatsoever nature incorporated in, or attached to the work, or otherwise delivered to City as a part of the work pursuant to the Agreement, to be free of all defects of workmanship and materials for a period of one (1) year after initial acceptance of the entire work by City. Developer shall repair or replace any or all such work or material, together with all or any other work or materials which may be displaced or damaged in so doing, that may prove defective in workmanship or material within said one-year guarantee period without expense or charge of any nature whatsoever to City. Developer further covenants and agrees that when defects in design, workmanship and materials actually appear during the one-year guarantee period, and have been corrected, the guarantee period shall automatically be extended for the corrected items for an additional year to insure that such defects have actually been corrected. In the event the Developer shall fail to comply with the conditions of the foregoing Improvement Agreement- Fire Station 18 Between Dublin and DR Acquisitions, LLC Page 6 of 15 October 16, 2001 guarantee within thirty (30) days time or such longer time period as agreed to in writing by the City Manager after being notified of the defect in writing, City shall have the right, but shall not be obligated, to repair or obtain the repair of the defect, and Developer shall pay to City on demand all costs and expense of such repair.' Notwithstanding anything herein to the contrary, in the event that any defect in workmanship or material covered by the foregoing guarantee results in a condition which constitutes an immediate hazard to the public health, safety, or welfare, City shall have the right to immediately repair, or cause to be repaired, such defect, and Developer shall pay to City on demand all costs and expense of such repair. The foregoing statement relating to hazards to health and safety shall be deemed to include either temporary or permanent repairs which may be required as determined in the sole discretion and judgment of City. If City, at its sole option, makes or causes to be made the necessary repairs or replacements or performs the necessary work, Developer shall pay, in addition to actual costs and expenses of such repair or work, twenty-five percent (25%) of such costs and expenses for overhead and interest at the maximum rate of interest permitted by law accruing thirty (30) days.from the date of billing for such work or repairs. 7. Inspection of the Work. Developer shall guarantee free access to City through its City Manager and his designated representatives (including City's architect and construction manager) for the safe and convenient inspection of'the work throughout its construction. Said City representatives, including City's architect and construction manager, shall have the authority to reject all materials and workmanship which are not in accordance with the plans and specifications, and all such materials and or work shall be removed promptly by Developer and replaced to the satisfaction of City without any expense to City in strict accordance with Fire Station 18 plans and specifications. 8. Agreement Assiqnment. This Agreement shall not be assigned by Developer without the written consent of City which shall not unreasonably be withheld. 9. Abandonment of Work. Neither Developer nor any of Developer's agents or contractors are or shall be considered to be agents of City in connection with the performance of Developer's obligations under this Agreement. If Developer refuses or fails to obtain prosecution of the work, or any severable part thereof, with such diligence as will insure its completion within the time specified, or any extension thereof, or fails to obtain completion of said work within such time, or if Developer should be adjudged as bankrupt, or should make a general assignment for the benefit of Developer's creditors, or if a receiver should be appointed, or if Developer, improvement Agreement - Fire Station 18 Between Dublin and DR Acquisitions, LLC Page 7 of 15 October 16, 2001 or any of Developer's contractors, subcontractors, agents or employees should violate any of the. provisions of this Agreement, the City through its Public Works Director may serve written notice on Developer and Developer's surety or holder of other security (including any letter of credit) of breach of this Agreement, or of any pOrtion, thereof, and default of Developer. 'In the event of any such notice of breach of this Agreement, Developer's surety shall have the duty to take over and complete Fire Station 18 herein specified; provided, however, that if the surety, within thirty (30) days after the serving upon it of such notice of breach, does not give City written notice of its intention to take over the performance of the contract, and does not commence performance thereof within thirty (30) days after notice to City of such election, City may take over the work and prosecute the same to completion, by contract or by any other method City may deem advisable, for the account and at the expense of Developer and Developer's surety shall be liable to City for any damages and/or reasonable and documented excess costs occasioned by City thereby; and, in such event, City, without liability for so doing, may take possession of, and utilize in completing the work, such materials, appliances, plant and other property belonging to Developer as may be on the site of the work and necessary therefor. If a letter of credit is provided in lieu of a surety bond, the letter of credit shall provide for payment to the City for the remaining work to be done at the time of a default upon demand by City. 10. Safety Devices. Developer shall provide and maintain such guards, watchmen, fences, barriers, regulatory signs, warning lights, and other safety devices adjacent to and on the site of Fire Station 18 as may be necessary to prevent accidents to the public and damage to the property. Developer shall furnish, Place, and maintain, such lights as may be necessary for illuminating the said fences, barriers, signs, and other safety devices. At the end of all work to be performed under this Agreement, all fences, barriers, regulatory signs, warning lights, and other safety devices (except such safety items as may be shown on 'the plans and included in the items of work) shall be removed from site of the work by the Developer, and the entire site left clean and orderly. 11. Acceptance of Work and Land. Upon notice of completion of Fire Station 18 and delivery of a set of final as-built mylar plans with electronic file to City by Developer, City, through its City Manager or his designated representative, shall examine the work without delay, and, if found by the City Manager to be in accordance with said Plans and specifications and this Agreement, and to be ready for use for its intended purpose including assurances required by Section I regarding the suitability of the land, shall recommend acceptance of the work and land to the City Council. The City Council shall thereupon accept the work and land and shall notify Developer or his designated agents of such acceptance and that Developer has satisfied condition 106 of Resolution No. 00-36. Prior to acceptance,' Developer shall submit an updated preliminary title .report to City showing ImprOvement Agreement - Fire Station 18 Between Dublin and DR Acquisitions, LLC Page 8 of 15 October 16, 2001 no liens or encumbrances are recorded against the property except for a lien for taxes for the current year. 12. Patent and Copyd.qht Costs. In the event that said plans and specifications require the use of any material, process or publication which is subject to a duly registered patent or copyright, any costs or litigation expenses, including attorneys' fees and court costs, which may result from the use of said patented or copyrighted material, process or publication shall be included in the "construction costs," as described in Section 15. 13. Liability. A. Developer Primarily Liable. Developer hereby warrants that the construction of Fire Station 18 will not adversely affect any portion of adjacent properties and that all work will be performed in a proper manner. Developer agrees to indemnify, defend, release, and save harmless City, and each of its elective and appointive boards, commissions, officers, agents and employees, from and against any and all loss, claims, suits, liabilities, actions, damages, or causes of action of every kind, nature and description, directly or indirectly arising from an act or omission of Developer, its employees, agents, or independent contractors in connection with Developer's actions and obligations hereunder; provided as follows: (i) That City does not, and shall not, waive any rights against Developer which it may have by reason of the aforesaid hold harmless agreement, because of the acceptance by City, or the deposit with CitY by Developer, of any of the insurance policies described in Paragraph 3 hereof. (ii) That the aforesaid hold harmless agreement by Developer shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations referred to in this paragraph, regardless of whether or not City has prepared, supplied, or approved of plans and/or specifications for the subdivision, or regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. The Developer shall not be obligated under this Section 13(A) if the loss, claims, Suits, liabilities, actions, damages or cause of action are the direct result of Developer, and its agents, contractors, complying wit hand order for directive from City's architect or construction manager. Improvement Agreement - Fire Station 18 Between Dublin and DR Acquisitioris, LLC Page 9 of 15 October 16, 2001 B. Design Defect. If, in the opinion of the City, a design defect in the work of Improvements becomes apparent during the course of construction, and said design defect, in the opinion of the City, may substantially impair the public health and safety, Developer shall, upon approval by the City of a change order, correct said design defect and the sureties under the Faithful Performance and Labor and Materials Bonds shall be liable to the City for the corrective work required. C. Litigation Expenses. In the event that legal action is instituted by either party to this Agreement, and said action seeks damages for breach of this Agreement or seeks to specifically enforce the terms of this Agreement, and, in the event judgment is entered in said action, the prevailing party shall be entitled to recover its attorneys' fees and court costs. If City is the prevailing party, City shall also be entitled to recover its attorney's fees and costs in any action against Developer's surety on the bonds provided hereunder. In no event shall City be liable in damages to Developer for failure to provide plans and specifications to Developer by the date set forth in the Recitals or to accept Fire Station 18 and land by any particular date. 14. Indemnification. Developer shall defend City, its officers, employees and officials, against any claims or actions (including declaratory or injunctive relief) concerning Developer's construction of Fire Station 18 on Developer's property and shall indemnify and hold City harmless from any damages, charges, fees or penalties that may be awarded or imposed against City and/or Developer in connection with, or on account of, Developer's construction of Fire Station 18 and/or City's failure to enforce or comply with any laws which are determined to be applicable to construction of Fire Station 18. 15. Credits. City shall provide a credit to Developer for dedication of the land for Fire Station 18. The amount of the credit shall be determined by the City's City Manager at the time the City accepts the land and shall be based on the land value used by the City in calculating the then-current Fire Facilities Fee. City shall provide a credit to Developer for construction of Fire Station 18. The amount of the credit shall be determined by the City's City Manager at two different times. The initial credit shall be determined at the time Developer provides City with bonds pursuant to Section 4 and shall be in the amount included in City's then-current Fire Facilities Fee for Station 18. The final credit shall be determined at the time the City accepts Fire Station 18 Improvements and shall be based on the difference, if any, between the initial credit and the Developer's constructiOn costs (including all costs associated with City-approved change orders). As used herein, "construction costs" shall include all costs for design, engineering, construction and inspection, as such costs are approved by the City Manager, including costs described in Sections 4, 5, 6, 7, 10, 12, 13(B), 16 and 20 of this Agreement, except as provided below. No credit will Improvement Agreement - Fire Station 18 Between Dublin and DR Acquisitions, LLC Page 10 of 15 October 16, 2001 be provided for any change order unless the change order has been apProved by City. No credit shall be provided for any costs incurred by Developer pursuant to this agreement, including Costs incurred pursuant to Section 16 for costs of plans and specifications, unless Fire Station 18 Improvements are accepted by City. No credit shall be provided under Section 7 for costs advanced by Developer under Section 16 for City's architect and construction manager to the extent that the architect and/or construction manager are required to spend excessive time in connection with their work under section. City shall provide a credit to Developer for the funds advanced to City for purchase of equipment and apparatus for Fire Station 18. The amount of the credit shall be determined by the City Manager at the time the funds are given to the City, and shall be for "Building Contents and Equipment" and "Vehicles and Equipment" as described in the then-current Fire Facilities Fee and shall be based on the costs used by the City in calculating the then-current Fire Facilities Fee. The amount of the above three credits (land, construction costs and equipment/apparatus), once established, shall not be increased for inflation and shall not accrue interest. The credits may be used by Developer against payment of the Fire Facilities Fee for any project in Dublin or, with written notice to City, may be transferred by Developer to another developer of land in Dublin. City will periodically review its Fire Facilities Fee to assure that the cost of improvements is current and that the projected future development is as accurate as possible. If Developer has not been able to use the credits within ten years of acceptance of Fire Station 18 Improvements, the remaining credits will convert to a right of reimbursement; provided, however, the remaining credits will convert to a right of reimbursement at the end of the fiscal year in which the City collects sufficient Fire Facilities Fees to pay for Fire Station 17, if such date is earlier than ten years following the acceptance of Fire Station 18 Improvements. The Developer shall enter into a Credit/Reimbursement Agreement, in a form substantially similar to Exhibit B heretO, at the time the credit(s) are established. Such agreement will provide for use of the credits and the right of reimbursement in a manner substantially similar to the provisions of the City's Traffic Impact Fee Guidelines (Resolution No. 23-99), provided that the right of reimbursement shall not terminate ten years after it is established but, rather, shall continue until City has reimbursed Developer for all unused credits, Provided any reimbursement of unused credits shall be from Fire Facilities Fee funds collected from developers within Dublin only. City will attempt to recover monies from applicants for land use entitlements for land in the Eastern Dublin General Plan Amendment area which is annexed to the CitY following the date of this agreement to reimburse Developer for a portion of the construction : costs and costs of equipment/apparatus. The amount the City will seek to Improvement Agreement - Fire Station 18 Between Dublin and DR Acquisitions, LLC Page 11 of 15 October 16, 2001 recover will be an amount determined by the City Manager to be the proportionate share of the construction costs of Fire. Station 18 and equipment/apparatus which should be borne by Such land. If City recovers any such monies, City will transmit such monies to Developer, less City's reasonable costs of administration, and .shall reduce the amount of the credits or dght of reimbursement which Developer has received pursuant to this Agreement in an amount equal to the amount of the monies transmitted to Developer by City. 16. Deposit Funds for DeSiqn and Construction Manaqement. No later than City Council approval of an agreement for design of the future Fire Station 18, Developer will deposit with City the sum of Three Hundred Eighty Five Thousand and Six Hundred Twenty Five' Dollars ($385,625), which funds, together with interest thereon, will be used by City to pay for City's costs for architectural and related services for the cOst of preparation of the plans and specifications and monitoring of construction for Fire Station 18. No later than City Council approval of an agreement with a construction manager for construction management services for construction of Fire Station 18, Developer will deposit with City the sum of Ninety Five Thousand Dollars ($95,000), which funds, together with interest thereon, will be used by City to pay the cost of construction management. If the monies paid to City pursuant to this section (and accumulated interest) are in excess of the monies needed by City for the stated purposes, City will refund the difference to Developer within 30 days of conclusion of the services to be rendered to City pursuant to the agreement for design and/or the agreement for construction management. If the monies paid to City pursuant to this section (and accumulated interest) are inadequate to pay for the services to be rendered to City pursuant to the agreement for design and/or the agreement for construction management, Developer will pay such additional amounts as City requests within 30 days of any such written request. City will provide Developer with an explanation of the need for additional monies at the time of such request. 17. Advance of Monies for Purchase of Apparatus Within 45 days of execution of this agreement, City will provide Developer with an estimate of the amount of money which Developer will be required to advance to City for the purchase of apparatus, as provided in Condition 106. Thereafter, upon 30 days' advance written notice to Developer by City of the exact amount required, Developer will advance to City the monies necessary for City to purchase the apparatus necessary to operate proposed Fire Station 18. It is currently anticipated that the monies for purchase of apparatus will be required in mid-December 2001. Improvement Agreement - Fire Station 18 Between Dublin and DR Acquisitions, LLC Page 12 of 15 October 16, 2001 City will place the monies in an interest-bearing account and will refund Developer any monies, including interest, that are not used for purchase of apparatus. 18. Advance of Monies for Purchase of Equipment Within 45 days of execution of this agreement, City will provide Developer with an estimate of the amount of money which Developer will be required to advance to City for the purchase of equipment, as provided in Condition 106. Thereafter, upon 30 days' advance written notice to Developer by City of the exact amount required, Developer will advance to City the monies necessary for City to purchase the equipment necessary to operate proposed Fire Station 18. It is currently anticipated that the monies for purchase of equipment will be required by November 1, 2002. City will place the monies in an interest-bearing account and will refund Developer any interest that is not used for purchase of equipment. 19. Right of Entry and Review. Developer hereby grants City and its authorized representatives, including the architect and construction manager hired by City, a right-of-entry onto Developer's property during design and construction. Developer further agrees to allow such representatives to review and approve construction submittals, substitution requests, requests to accelerate the completion of the project, RFI's and ASl's payment applications, change orders, and take any other actions which could affect the quality of construction ortime of completion and which the architect and/or construction manager would take on behalf of City in connection with construction of Fire Station No. 17. 20. Developer's Construction Contract. Developer agrees to.the extent possible, it will use the same '?ront end" documents (e.g. bidding information, construction contract, contractor's insurance, contractor's bonding) used by City for Station No. 17. City will provide a copy of such documents to Developer. 21. Contractor Cooperation. Developer agrees that it shall expressly provide in its contract with a contractor for the construction of Fire Station No. 18 that the contractor shall cooperate fully with the City's architect and construction manager in all respects regarding the construction of the fire station, and that contractor will accept any directions or orders from the architect and/or construction manager concerning compliance with the plans and specifications or concerning safety issues or any of the matters set forth in Paragraph 19. 22. - Timinq. To the extent they can do so, City and Developer will make every effort to Improvement Agreement - Fire Station 18 Between Dublin and DR Acquisitions, LLC Page 13 of 15 October 16, 2001 expedite their respective actions in connection with this Agreement to allow for the opening of Fire Station 18 by July 2003. 23. Participation in Desiqn Process. City agrees that Developer will have input into the design of Fire Station 18's fa(;ade (due to the station's proximity to Developer's residential project) and input into the schedule for completion of plans and specifications and the estimated construction cost of the Fire Station 18 improvements. However, this will not give Developer the right to make any decisions with respect to the foregoing matters. 24. Recitals. The foregoing Recitals are true and correct and are made a part hereof. 25. 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 100 Civic Drive Dublin, CA 94568 Notices required to be given to Developer shall be addressed as follows: Martin W. Inderbitzen 7077 Koll Center Parkway, Suite 120 Pleasanton, CA 94566 With copy to: ' James Tong Charter Properties 6601 Owens Drive, Suite 100 Pleasanton, CA 94588 26. Exhibits. The following Exhibits are made a part of this Agreement: Exhibit A: Exhibit B: Conditions 106 through 111 of Resolution 00-36 Form Credit / Reimbursement Agreement Improvement Agreement - Fire Station 18 Between Dublin and DR Acquisitions, LLC Page 14 of 15 October 16, 2001 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: Guy S. Houston Mayor ATTEST: By: Date: Kay Keck City Clerk Approved as to Form: City Attorney Developer: DR ACQUISITION I, LLC Date: By: Its: J:\wpd\Mnrsw~114\103~AGREE~improvement fire station 18_100201 .doc Improvement Agreement - Fire Station 18 Between Dublin and DR Acquisitions, LLC Page 15 of 15 October 16, 2001 · of Dublin Standard Plans and Specifica. tJons, or as requested by of the' i Director of Public Works. · f. 102. Landseaplng and Street Trees. Thc Applicant/Developer shall PW, PL OCCupancy of construct median landscaping in appropriate p0rdon of Fallen Road, the first unit Bent Tree Drive, Signal Hill Drive, With the'firSt'adjaCent ..and the development. Landscaping along the project frontage :ficom the face ~)f .direction of curb to the site fight-of-way; and ali street trees prOPosed within the 'the Director of public service easements are to be constructed with each adjacent ' ' Public Works parcel development to the design and specification of the Specific Plan and City of Dublin specifications, and to the satisfaction of the' · Director Of Public Works and Director of Community Development/ Street tree varieties as shown on the conceptual· plans includext in the SDR application shall be planted along ~1 street frontages.and shall . be as shown on the conceptual landscaping plans. Exact tree locations shall be reviewed and approved by the Direct6r of Public-works in conformance with the conceptual Planting plan and. spacin~ included within this application. Root shields Shall be'required adjacent to sidewalks or curbs Unless otherwise determined by the Director of Public Works and the Director of Community Devel°pment. · 103.- Landscaping in Parks, Open Spaces, and stream Corridor Parcels.. PW, PL Occupancy of The landscape improvements for the streetscape adjacent to the Golf the first unit Course(Parcel G) and other landscape/trail corridor parcels shall be and the . installed by ApPlicant/Developer concurrently with the development direction of &the adjacent.residential parcels unless otherwise specified by the the Director of Community Development Director. Public Works 104. Landscaping at Aisle Intersections. Landscaping at intersections PW, PL Occupancy of shall be stich that sight distance is not obs.1;ructed. Except for trees, . the i-war unit landscaping shall not be higher than 30 inches above the curb in these and the areas, direction of. the Director of 105. Damage/gepmrs, If used as construction access, the.De-Celope~ shall PW Occupancy of repair all damaged existing pavement, street, curb, gutter and ' first building sidewalk along Antone Way, existing Faljon Road iXtorth'DubIin Ranch Drive, South Dublin Ranch Drive, resulting from constmcticm and vehicle traffic as a result of cons~ction activities to the ' satisfaction of the Director of Pubtic Works. 106. Permanent Fire Station. At no cost to the city ofDublin, · PL P~r Condition · Applicant/DeveloPer' shall construct a permanent fire station and .. dedicate the station, together with the land on Which it is located, to the City, and provide funding to acquire· necessary fire apParatUs and equipment to operate an Engine Company from the station. No later than'20 months prigr t,o the anticipated date of Certificate-of Occupancy for the 312th dwelling unit in Areas A-l, A-6 and A-7'" (which " ' ' anticipated date .shall be determined l~y Applicant/Developer, with City approval), Applicant/Developer shal, l submit a proposal to [' City, for City approval, describing the tared'to, be dedicated for the fire { ( station site..once City has approved the location of'the fire ~fion 20 7 EXHIBIT A a~reement shall Wovide 'for security, in a form and amount ' satisfactory to City, to .secure the obligation to dedicate and c°nslruct the stat/on and shall include a provision indemnifying the City against . any claim related to Compliance with all laWs~ The improvement agreement shall be executed no later than 12 , · months prior t.o the anticipated dated, of Certificate of Occupancy'for the 3 I2th dwelling unit in Areas A- t, A-6 and A-7.. 'The fire station · shall be-constructed in accordance with City specifications: Applicant shall provide City with the ~nds required by City to purchaSe the required apparatus and equipment or a ~uarante~ o.fsuch funds, in a · form satisfactOry to City at4,he same time the improvement a~reement ·. is executed. Developer shall construct the fife station; provide the · funds to City to purchase the apparatus and equipment and dedicate the land to the, City in sufficient time .to insure that the station is complete and the apparatus and equipment are' operational no later than six months after the issuance of the Certificate' of Oc'cupancy for the 312th dwelling unit in Areas A-l, 'A-g, and A-7 of Master Vesting · Tentative Map 7135, provided' however, than in no event will City accept the land and fire station prior to July 1, 2004 (Or July. 1, 2003 if the Applicant/Developer provides the City with an irrevocable letter .. of credit in a form and amount acceptable to City ~uaranteeing payment of the deficit between the general fund 'revenue!J generated from the Eastern Dublin General Plan area and the cost of operating . the station the. fire station from July 1,2003 to July 1, 2004). A fa/lure on the part of Applicant/Deveioper to comply With any of the above requirements may result in City's Withholding of issuance of .. building permits and/or certificates of. occuPancy for any of the property subject to this master tentative map. No Certificates of ' ' Occupancy will be issued in any Areas shown on Master Vesting Tentative map 7135 other than Areas A-l, A-6 and A-7 Until the fire station has been dedicated to City and the station is operational.. 21 107. P onal-Temp0rar~Statiou. This'°p~ion shall be exercised onIy if PL.- P~rCondit/on a suitable permanent site for a fire station is not approved by the City 19 months pHor to the anticipated ·date of Certificate of OcCupancy'for, ('. Re 312th dwelling unit in Areas A-I, A-6 and A-7. In such event, the Applicant/Developer, at no cost to the City, shall provide a temporary site, construct a temporary fire station find provide funding to City to enable City to purchase apparatus and equipment to :operate an Engine . Company from the temporarY, station. 'No later than twelve '(12)· mOnths prior to the anticiPated.date Of Certificate of Occupancy for the 312th dwelling unit in Areas A-!, A-6' and A27", Applicant/Developer shall submii a proposal to City,'for City review ' and approval, describing the size and location of. the temporary site~. together,with a proposal lo, structures to be. used for the temporary fire station. In addition, no later than twelve (12) months prior to Certificate of Occupancy for the 312th'dwelling unit 'in Areas A-l, A- 6 and A-7, the Developer will provide City with the fUnds required by City to purchase the required- apparatus and equipment or a guarantee · of such funds, in a form satisfactorY to City. The temporary fire station shall be constructed in ac0ordance with City specifications. Developer shall eonstruc, t the temporary fire station, provide the funds to City to purchase the apparatus and equipment and dedicate a temporary right to the land to the City in suffijcient time to insure that the. station is complete no later than six months after the issuance of the. Certificate of Occupancy for the 312th dwelling unit in'Areas A- 1, . .. A~6, and A-7 of Master Vesting Tentative Map 7135, provided - .. ( however, that in no event will City accept the temporary interest in the : land and fire station prior to July 1, 2004 (or July 1, 2003 if tho. Applicant/Developer provides the City with an irrevocable letter of credit in a form and amount acceptable to City guaranteeing paYment of the deficit between the general fund revenues generated from the Eastern Dublin General 'Plan area and the .cost of operating the station the fire station from July 1, 2003 to July 1, 2004). ' ' The City's right to use the Property for the temporary .fire station shall' terminate when a permanent fire station is constructed and is operational. Once a permanent fn-e station is constructed and is operational, Developer/Applicant shall, at its sole cost} remove the temporary fire station within three months of written notice from City. A failure on the part of Applicant/I).eveloper to comply with any Of the above requirements may result in City's withholding of issuance ' of building permits and/or certificates Of occupancy for any ~)fthe : property subject to.th~s master tentative map. No Certificates of Occupandy will be issued in any' Areas shown on Master Vesting Tentative map 7'135 other than Areas A-I, A-6 and A-7 until the fire station has been provided to City and is operational. 22 10g. Credit for Permnnent ~ire Station Lnnd~ Station nnd AppnrntUs. PL P~r Condition The Applicant/Developer witl be ~ntifled to a cra'alit for the land' · dedicated £or the p~rma.n'ent fir~ ~tation, the =cSt of construction of the permanent fire station and cost.of any monies' advanced for ~ire apparatus.' The amount o£the credit to be given for land and ' . improvements shall be determined by City's Public Works Dive,or at the time the AppIieant/Developer enters into an inlprOvemem agreement with City for consmmtion of the fire station, using th~ land values and costs Of consm~ction used by City in calculating'City's then-current Fire Impact Fee.. The amount ct'the credit to. be given'for ' fire apparatus shall be determined by the City Manager at the time the . Applicant/Developer provides'tends for.acquisition of apparatus, using the apparatus costs umd bY'City in calculating City's then- · current Fire .Impact Fee. The amoUnt O£the ~r.~dit, Once ~stabtished, shall not be increased for inflation nor shall interest a~c-rue on the amount o~" the credit. The credit may be used by Applicant/Developer against payment of City's Fire Impa~t Fee for any property within Eastern Dublin owned by Applicant/Developer and, with Written notice to City~ maY be transferred to another developer in Eastern If the ApplieantZDeveloper has not been.able to use the credit within t&n years of establishment of the credit, the remaining credit shall convert to a right of reimbursement, provided that. the unused credits shall convert to a right of reimbursement earlier than ten years Once Fire Station 17 has been paid.for by fire impaq,fees. The' Applicant/Developer shall enter into a CrediffReimbUrsement Agreement with City at the time the credit is established to provide for the use of the Credit and the right of reimbursement, which . use/right.shall be subStantially'similar to the provisions of the City's Traffic Impact Fee Guidelines (as adopted by Resolution No. '23.99) except that the fight of reimbursement shall not terminate I 0 years after it is established but shall continue until City. has reimbursed Applicant/Developer for all unused credits,' provided any reimbursement shall be from.Fire Impact Fees collected from ' · developers within Eastern Dublin only.' If AppticantJDeve.loper intends to convey its intereSt in all parcels .. shown on the Master Tentative Map;-the Applicant/Developer will first enter into an agreement with City to secure 'd21e obligations of this - condition and will then assigaa such agreement to the owner of one of Parcels A-1 through A-7. . 109. Cost of Services. The Applieant/T)eveloper will enter into an PL Per Condition agreement with the City prior to recordation of the final map for this master tentative map to'fund the. difference,, if any between the revenues from the Eastern Dublin General Plan area on au annual basis and the costs associated with services to properties in the . Eastern Dublin General Plan area. The agreement will provide ~at the AppticanffDeveloper will annually deposit the amount of the. deficit for yearly operational costs for operating thc fire statiOn, (whether" 23 # ' COIq'Di'!ION 'l-'lfiX~, ..-. - .'-,--~5~-"~.c~ :RESPON, WHEN . SOURCE ' · ': :=:.' ."5':~ , : ~ .' ~,..' i ... .... ' ' ' .", ~ ' =' '' "". ":' '" .= : ' .. Prior permmlent or, temporm-y) when. the fire station is. operational and terminating when' there is no deficit between revenues and costs, .'. provided in no event shall the Applicant/Developer be responsible for ( defiCit funding beyond' July I, 2010. The agreement will inclUde a ' . requirement that .the AppIicant/Developer pay the cost' Of a study to determine the mount of Current revenues and 'costs and periodic study updates. The agreement will provide for security fo~' the annual obligation to the satisfaction of City.. The City 0fDublin .will .consider fair and appropriate ways of ... reimbursing Applicant/Developer some of the amounts ' ~. Applicant/Developer is required to pay to City pursuant to the agreement described in the 5~receding Paragraph..To the extent .permitted by .taw, th.e City will require owners of property within the Eastern Dublin General Plan area who seek city approval of development entitlements for such property' to pay a fair and proportionate share of the amount of the deficit Paid by Applicant/DeveloPer pursuant to the above-described agreement. I 110.: Option to Advance Finds. As an alternative to'the requirements of PL. Per Condition paragraphs 106 and 107 above, the Applicant/Developer may, no later than 20 months prior to the anticipated date of certificate of Occupancy for the 312th dwelling unit in Areas' A-l, A-6 and A-7, advance to City the amount of money city determines is neCessm-y for City to acquire property, construct a permanent fire station and [" purch..ase the necessary fire apparatus and equipment to operate an Engine Company from the station. Applicant/Developer will be entitled to'a credit as described in paragraph C above.for any such ' advance. This condition will be noted in the conditions of approval of~e tentative maps for all of the parcels shown on this master Vesting · tentative map 111. Seenrl ty for Applicant/Developer's Obligation to Provide Fire PL '. Per Condition Station. Conditions 106 - 111 will remain applicable to, and'shall be a condition on, any of the parcels shown on this Master Tentative Map which are owned by Applieant/Developer and Parcel§ A-I, A-6 and · A27. If Applicant/Developer intends to convey its interest in all parcels shown on the Master Tentative Map, the Applicant/Developer will first.enter into.an agreement with C!ty to secure the obligations of this conditions 106 111 and will then assign' s!ach agreement to the owner of'one of Parcels A-I, A-6 or A-7. 11'.2.~'¥¢i~re Management Plan. The Developer shall comply with the . ~p~L, Recording City'~ ~rre4V!~_a_?ment Plan fo[ Covering long-ierm~ ~ ...... ~ of Final maintenance of the urt~K'rf/openr~pu'¢e intefface~,~.T4ae~..pI~ · ' Map · requirements shall be incorpora~¢~:ih~t:crth-~.~Q~&Rs for the project. ' 113. Alameda County~jr~Ser~iaes, Rules, Regui~tions.~.and F Issuance of Standa.r~ds,-~Th~,~pli~antfDeveloper shall comnlv x~i~'~/1}&_ '. .Building ........ .Alameda County Fire Serv!¢es (ACFI)) rules, regulations and '~-~-~ Permits (. standards, including minimum standards for emergency access .... " 24 AUTHORIZATION TO USE EASTERN DUBLIN FIRE IMPACT FEE cREDITS TO: City Treasurer - City of Dublin Development Agreement: Dublin Ord. #: Credit Earned Pursuant To: Exhibit A of Improvement Agreement AMOUNT oF ORIGINAL CREDIT: PREVIOUSLY AUTHORIZED USE OF CREDITS: PROJECT TO UTILIZE CREDIT: AMOUNT OF CREDIT AUTHORIZED TO USE: As provided for in the Improvement Agreement referenced above, the Developer (DR Acquisitions, LLC) can utilize a credit against a portion of the Eastern Dublin Fire Impact Fee. The purpose of this authorization is to allow the use of DR AcquiSitions, LLC credits by a third party to the extent that such credits are available. The undersigned hereby represents that he/she has the authority from the DR Acquisitions, LLC (Developer identified in Improvement Agreement), to allow the use of credits by the third party designated below. The authorization shall remain in full force and effect unless revoked in writing by the Developer, prior to the acceptance by the City: The acceptance of the credit by the City shall be contingent upon verification by the City that Fire Impact Fee Credits in a sufficient amount exists at the time the fee is due and that the credits can be used against the applicable portion of the Eastern Dublin Fire Impact Fee. City shall account for the use of credits based upon the date of issuance of Building Permits requiring the payment of Eastern Dublin Fire Impact Fees. Credit To Be Transferred For the Project Outlined In This Authorization To: and/or its Contractor, if the Contractor would be submitting payment for the subject Fire Impact Fee DR Acquisitions, LLC Signature: Date: Printed Name: Title:, G:~EDUBLIN~Impact Fee Credit Forms~authorization form. DOC EXHIBIT B