HomeMy WebLinkAboutReso 49-25 Approving the Improvement Agreement for a Neighborhood Park Site Within the Dubl
Reso. No. 49-25, Item 5.5, Adopted 06/17/2025 Page 1 of 2
RESOLUTION NO. 49 – 25
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING THE IMPROVEMENT AGREEMENT FOR A NEIGHBORHOOD PARK SITE WITHIN THE
DUBLIN CENTRE DEVELOPMENT
WHEREAS, KL LB Buy 2, LLC owns certain real property and Landsea Homes of California,
LLC is the developer (‘the Property”) consisting of approximately 54.1 acres of land, located in the
City of Dublin, County of Alameda, north of Dublin Boulevard between Tassajara Road and Brannigan
Street, and extends to the north of Gleason Drive (APNs 985-0051-006-00, 985-0052-024-00, and
985-0052-025-00) on which it is pursuing a residential and commercial development project (the
Project”); and
WHEREAS, in pursuit of the Project, Landsea has sought and obtained approval of a Vesting
Tentative Map for Tract Nos. 8449, 8452, 8677, and 8683, and was approved by Planning Commission
Resolution No. 24-02 on February 13, 2024; and
WHEREAS, the Vesting Tentative Map requires Landsea to dedicate 2.01-acre neighborhood
park to the City for which it will receive Neighborhood Park credits under the City’s Public Facilities
Fee Program; and
WHEREAS, Landsea will design and develop the 2.01-acre neighborhood park with the cost
of completing the improvements being credited against the City’s Neighborhood Park Improvement
fee credits under the City’s Public Facilities Fee Program, as specified in the Agreement; and
WHEREAS, upon completion, Landsea will dedicate the park improvements to the City.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby
approve an Improvement Agreement for the neighborhood park site within the Dublin Centre
Development, attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Agreement and
make any necessary, non-substantive changes to Exhibit A to carry out the intent of this Resolution.
{Signatures on the following page}
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Reso. No. 49-25, Item 5.5, Adopted 06/17/2025 Page 2 of 2
PASSED, APPROVED AND ADOPTED this 17th day of June 2025, by the following vote:
AYES: Councilmembers Josey, McCorriston, Morada, Qaadri and Mayor Hu
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
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IMPROVEMENT AGREEMENT FOR
THE GRAND PASEO NEIGHBORHOOD PARK SITE
WITHIN THE DUBLIN CENTRE DEVELOPMENT (FORMERLY SCS DUBLIN)
THIS IMPROVEMENT AGREEMENT (this “Agreement”) is made and entered in the
City of Dublin on this June 17, 2025 (“Effective Date”) by and among THE CITY OF
DUBLIN, a Municipal Corporation (hereafter “CITY”), LANDSEA HOMES OF
CALIFORNIA, LLC, a Delaware limited liability company (hereafter “DEVELOPER”) and KL
LB BUY 2 LLC, a Delaware limited liability company (hereafter “OWNER”). CITY,
DEVELOPER and OWNER are hereinafter collectively referred to as the “Parties.”
WITNESSETH:
WHEREAS, OWNER owns certain real property consisting of approximately 54.1 acres
of land, located in the City of Dublin, County of Alameda (APNs 985-0051-006-00, 985-0052-
024-00, and 985-0052-025-00), as more particularly described in Exhibit A attached hereto (the
“Property”), and OWNER has granted DEVELOPER an option to purchase the Property pursuant
to the terms of that certain Option Agreement between OWNER and DEVELOPER dated May 22,
2024, as amended; and
WHEREAS, DEVELOPER has sought and obtained approval of a Vesting Tentative Map
(Tract Nos. 8449, 8452, 8677 and 8683) (the “Vesting Tentative Map”); and is subject to a
Development Agreement entered into with the CITY, dated December 6, 2022 as Instrument No.
2023005968 of the Official Records of Alameda County; and
WHEREAS, the approval of the Vesting Tentative Map authorizes DEVELOPER to
develop the Property to include approximately five hundred (500) residential dwelling units,
comprised of three hundred sixty-seven (367) multi-family attached units and one hundred thirty-
three (133) detached single family units, along with infrastructure and related improvements (the
“Project”); and
WHEREAS, CITY and DEVELOPER now desire that DEVELOPER design and develop
the 2.01 acre Neighborhood Park, with the DEVELOPER’s cost for completing the improvements
being credited against the City’s Park Improvement Impact Fees, in accordance with the City’s
City of Dublin Consolidated Impact Fee Administrative Guidelines, dated February 2024 (the
“Guidelines”); and
WHEREAS, DEVELOPER will design and construct the improvements on the
Neighborhood Park (as defined below) (hereinafter called “Park Improvements”) and will
dedicate the Park Improvements to the CITY (for the avoidance of doubt, the Park Improvements
do not include the PA-2 and PA-3 ROW Improvements (as defined below)); and
WHEREAS, DEVELOPER is currently obtaining building permits with the CITY and
subsequent to obtaining approval will build improvements in the existing and future public rights
of way (collectively, the “PA-2 and PA-3 ROW Improvements”) directly adjacent to the
Neighborhood Park limits, consistent with the Vesting Tentative Map and Improvement Plans for
Exhibit A to the Resolution
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Tassajara Road, Gleason Drive, Central Parkway, Dublin Boulevard, and Brannigan Street
(“Dublin Centre Off-Site Improvements”), and Tract 8452 The Dublin Centre (PA-3) and Tract
8449 (PA-2 North) (collectively “Dublin Centre On-Site Improvements”); and
WHEREAS, DEVELOPER agrees to satisfactorily complete the Park Improvements
within the time hereafter specified, and CITY agrees to accept DEVELOPER’s and/or OWNER’s
offer of dedication of the Neighborhood Park and Park Improvements in consideration for
DEVELOPER's satisfactory performance of the terms and conditions of this Agreement; and
NOW, THEREFORE, CITY, OWNER and DEVELOPER agree as follows:
1. Land Dedication. As set forth in the Vesting Tentative Map, the DEVELOPER
and/or OWNER shall dedicate approximately 2.01 acres of neighborhood park land (designated
Parcels P and T of the Final Map of Tract 8449 PA-2 North and Parcels A and B of the Final Map
of Tract 8452 PA-3) (the “Neighborhood Park”) on or before recordation of the final maps. The
dedicated parcel must contain a minimum of 2.01 acres of usable land.
2. Names. Notwithstanding anything to the contrary herein, OWNER and
DEVELOPER acknowledge and agree that the Neighborhood Park will be subject to the standard
City naming process.
3. Park Design; Design Documents.
a) DEVELOPER shall (i) hire a competent landscape architect, subject to the
CITY’s approval, to design the Park Improvements, (ii) submit conceptual plan alternatives for
Park Improvements to the CITY for review within ninety (90) days of the execution of this
Agreement and (iii) obtain written approval from CITY of the final conceptual plan, pursuant to
subsection b) of this Section, no later than one hundred-eighty (180) days from the execution of
this Agreement, unless such time period is extended by a Force Majeure Event (as defined below).
In the event that DEVELOPER chooses to move forward with a landscape architect other than
Roach & Campbell, DEVELOPER shall first obtain CITY approval. Given that the park area does
not align with the characteristics of a standard neighborhood park, conceptual plans should align
with specific site attributes described in this Section (collectively, the “Standards”). The
Standards include small-scale, high-quality play structures, designated shade structure/sails for
seating areas accommodating 6 to 8 people for informal picnics, a group picnic facility with a
designated shade structure/sails and BBQ amenities, a water meter, appropriate security lighting
and the Class IB Shared Use Path on the west side of Diablo View Drive between Gleason Drive
and Finnian Way that includes a minimum 12’ paved surface (8' travel way and minimum 2' paved
shoulder on both sides of the trail) and minimum 2' of low landscape on both sides of the trail,
along with a bike rack and bike repair station. The Class I trail shall be constructed as part of the
tract improvements for PA-2 and PA-3. The costs associated with the design and construction of
the Class I trail, being associated with the tract improvements, shall not be included in the
Estimated Costs as defined below, but the costs associated with obtaining a water meter for the
Neighborhood Park shall be included in the Estimated Costs as defined below. The conceptual
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plan shall be consistent with the Estimated Cost (defined below), unless an increase is approved
by the CITY. The CITY, and any and all applicable departments having review and approval
authority over the revised plans, shall have thirty (30) calendar days to respond to DEVELOPER's
initial submittal and any subsequent submittals of revised plans. All dates for performance under
this Agreement shall be extended to the extent of any delays caused by labor disputes, shortages
of labor and/or materials, strikes, delays of governmental authorities, delays in obtaining approved
plans, adverse weather conditions, natural disasters, pandemics, war, insurrection, any
governmental or quasi-governmental enactment of a “stay home” or shutdown order or any other
causes beyond the performing party’s reasonable control (financial inability excluded) (“Force
Majeure Event”).
b) The conceptual plan will be presented to the City of Dublin Parks and
Community Services Commission and City Council for final approval.
c) Notwithstanding the foregoing, in the event the cost estimate of
constructing to the approved conceptual plan causes the Park Improvements to exceed the
Estimated Cost (defined below), CITY shall reimburse OWNER for any excess costs subject to
Section 11 below.
4. Park Construction; Construction Documents. DEVELOPER shall cause the
preparation of construction plans and specifications for the Park Improvements, including all
amenities as listed in Section 3 above. The Construction Documents shall be consistent with the
Standards as well as all local codes and regulations. The Construction Documents shall be
approved by the CITY, and any and all departments having review and approval authority over the
Construction Documents, no later than six (6) months following submission of the Construction
Documents. The six (6) month period may be extended for an additional three (3) months by the
mutual agreement of City Manager, OWNER and DEVELOPER. CITY shall have thirty (30)
calendar days to respond to DEVELOPER’s initial submittal and any subsequent submittals of
revised plans.
5. Construction Timeline. Upon CITY approval of DEVELOPER’s Construction
Documents, DEVELOPER will commence construction of the Park Improvements within ninety
(90) days and provide written notice, email to suffice, to the CITY evidencing the same
(“Commencement Notice”). All Park Improvements shall be Completed (as defined below) no
later than eighteen (18) months following the date of the Commencement Notice, unless the
completion date is extended by the City Manager or a Force Majeure Event. 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 in PDF, AutoCAD files of the Construction Documents for
the Park Improvements, including any City authorized modifications, and all product and
manufacturers’ warranties as identified in the Construction Documents. For the purpose of this
Section 5, “Completed” shall mean all required plants have been planted, a punch list has been
drafted, all irrigation has been installed, and all signage and Park Improvements are substantially
complete.
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In the event that DEVELOPER is unable to complete the Park Improvements prior to the
time specified herein, the CITY may take all actions necessary to collect on furnished bonds
and/or, at the CITY’s option, complete the work in accordance with Section 20, in which case
DEVELOPER shall be liable to the CITY for the CITY’s costs.
6. Acceptance of Work. Upon written notice of completion of the Park
Improvements, inclusive of a one hundred and twenty (120) day plant establishment maintenance
period, and delivery of a set of final as-built plans and copies of Construction Documents to CITY
by DEVELOPER, the CITY shall examine the Park Improvements without delay. The public shall
not be permitted access to the Park Improvements during construction of the Park Improvements,
including the plant establishment maintenance period. If the Park Improvements are found to be
in accordance with the Construction Documents and this Agreement, CITY shall accept the work,
and, upon such acceptance by the City Engineer, shall notify OWNER and DEVELOPER or each
if their designated agents of such acceptance. At the time of acceptance, CITY shall take over all
maintenance responsibilities of the Neighborhood Park and Park Improvements. In addition, upon
acceptance of the Park Improvements, CITY shall release and exonerate all security furnished by
DEVELOPER, including the faithful performance bond and labor and materials bond described in
Section 12.
7. Inspection of the Work. DEVELOPER shall guarantee free access to CITY through
the City Manager's designated representative for the safe and convenient inspection of the work
throughout its construction. Said City representative shall have the authority to reject all materials
and workmanship that is not in accordance with the Construction Documents, 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 accordance with the Construction
Documents. The CITY representative will also attend all project progress meetings during the
course of construction. DEVELOPER shall submit any plan changes before and during
construction to the City Manager's designated representative for approval. Construction shall not
begin on any material plan changes until they are approved pursuant to Section 8 of this
Agreement.
8. Change Orders. DEVELOPER shall submit a written request for approval of any
change orders to the CITY at least fifteen (15) business days prior to proceeding with any change
order. DEVELOPER shall not issue any change orders on such construction contract without first
obtaining CITY's written consent, which consent shall not be unreasonably withheld, conditioned
or delayed. Both Parties acknowledge that the City has a significant, reasonable interest in ensuring
that changes would not increase the park improvement costs beyond the Estimated Cost as defined
below. DEVELOPER acknowledges the failure to obtain such written consent from the CITY will
result in DEVELOPER’s sole responsibility to pay for such change orders without reimbursement
credit from the CITY. Notwithstanding the foregoing, the CITY’s consent shall be required for
any material change in design in the Park Improvements.
9. Payments. Until Completion, DEVELOPER shall be responsible for all payments
for costs incurred by DEVELOPER to design and construct the Park Improvements, including all
design and construction costs. This includes but is not limited to, consultant design work,
contractors work, electric and water bills, storm water pollution prevention, consultant
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construction assistance, City inspections, and other permits and fees. DEVELOPER shall provide
to CITY a monthly accounting summary outlining project costs to date. DEVELOPER will include
copies of invoices paid. DEVELOPER will provide copies of cancelled checks if requested by
CITY.
10. 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, 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
final acceptance of the entire work by CITY. All manufactured products specified for the site shall
have extended warranties as available from the companies that supply the products. All such
warranties shall be transferred to the CITY prior to final acceptance of the Park Improvements.
These warranties shall cover both the replacement of parts and the labor necessary to have the
equipment in proper working order. These products include, but are not limited to: play equipment,
site furnishings and mechanical equipment. 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 (1)
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 applicable guarantee period, and have been corrected, the
guarantee period for such corrected items shall automatically be extended for an additional year to
ensure that such defects have actually been corrected. In the event the DEVELOPER shall fail to
comply with the conditions of the foregoing guarantee within fifteen (15) days' time, after being
notified of the defect in writing (which cure period shall be extended for such time as is reasonably
necessary so long as DEVELOPER has commenced such cure within the initial fifteen (15) day
time period and is diligently pursuing such cure to completion), 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 upon written 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 as provided herein, DEVELOPER shall pay, in
addition to actual costs and expenses of such repair or work, fifty percent (50%) 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.
11. Estimated Cost of Park Improvements. The estimated cost of designing and
constructing the Park Improvements is One Million Eight Hundred Thirty-Four Thousand Five
Hundred Ninety-One and 32/100 Dollars ($1,834,591.32) (“Estimated Cost”), which amount is
based on the per-acre improvement cost amount in the Public Facilities Fee program
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($912,732/acre x 2.01 acres). DEVELOPER agrees to pay the total project cost and, except as
specified herein, may not seek reimbursement from the CITY for any costs exceeding the amount
established as the per-acre costs for Neighborhood Park Improvements in the neighborhood
parkland improvement category of the Public Facilities Fee Program in effect at the time of
building permit issuance, including soft costs. Notwithstanding the foregoing, DEVELOPER shall
provide a cost estimate for the City Engineer's approval in conjunction with submittal of the
Construction Documents. The approved cost estimate shall be used to, if necessary, increase the
amount of the security required by Section 12. The Project shall be constructed on a prevailing
wage scale as required by the State of California. If DEVELOPER reasonably determines that the
actual costs of the Park Improvements will exceed the Estimated Cost, then it shall deliver written
notice to the CITY describing the anticipated actual costs of providing the Park Improvements,
along with reasonable documentation substantiating the same. Within thirty-five (35) days
thereafter, CITY shall notify DEVELOPER of its election to either (i) reimburse DEVELOPER in
cash for the amounts incurred in excess of the Estimated Cost, within ninety (90) days after
Completion of the Park Improvements and the CITY’S receipt of invoices, statements or other
reasonable evidence of the excess costs incurred, or (ii) allow DEVELOPER to, in consultation
with the CITY in accordance with this Section, adjust the Park Improvements (e.g., reduce
amenities, change materials, etc.) to reduce the costs such that they will not exceed the Estimated
Cost (“Park Improvement Modifications”). If the CITY elects to proceed with Park
Improvement Modifications, the CITY shall work cooperatively and in good faith with
DEVELOPER to determine the scope and extent of Park Improvement Modifications, and may
not unreasonably withhold, delay or condition any approvals or consents required to implement
Park Improvement Modifications. If the CITY elects to proceed with cash reimbursement for Park
Improvement costs exceeding the Estimated Costs, then the CITY shall be obligated to make such
payment to DEVELOPER within the 90-day timeframe specified above. If CITY fails to make
either election from clauses (i) and (ii) above, then DEVELOPER shall have the right to implement
Park Improvement Modifications without further consent or approval of the CITY.
12. Security Furnished. Concurrently with the execution of this Agreement,
DEVELOPER shall furnish CITY with the following security in a form satisfactory to the City
Attorney. If necessary, DEVELOPER shall increase or replace the initial security provided with
security that reflects any increase in the Estimated Cost pursuant to Section 11. DEVELOPER
shall also furnish a ten percent (10%) bond for the one (1) year warranty.
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 percent (100%) of the Estimated
Cost set forth in Section 11 and sufficient to assure CITY that the Park Improvements will be
satisfactorily completed.
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 percent (100%) of the Estimated
Cost set forth in Section 11 and sufficient to assure CITY that DEVELOPER's contractors,
subcontractors, and other persons furnishing labor, materials, or equipment shall be paid therefore.
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c)Warranty. Prior to acceptance of the Park Improvements as complete by
the City Engineer, DEVELOPER shall furnish the CITY with 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 ten percent (10%) of the Estimated
Cost set forth in Section 11 and sufficient to assure CITY that the Park Improvements will be
satisfactorily completed from the date on which the City Engineer accepts the work as complete
until one year thereafter.
d) CITY shall be the sole obligee named on any instrument required by this
Agreement. Any instrument or deposit required herein and the release thereof shall conform with
the provisions of Chapter 5 of the Subdivision Map Act.
13. Fee Credit. Upon posting security for the completion of the Park Improvements
under the terms of this Agreement, DEVELOPER shall be entitled to a credit against the
Neighborhood Park improvement category of the Public Facilities Fee based on the 2.01 acre
approved park and the calculations described in Section VI.C of the Guidelines.
14. No Credit for Excess Costs. Pursuant to the Public Facilities Fee Program and City
of Dublin Municipal Code Section 7.78.040, costs are not subject to reimbursement credit by CITY
to OWNER to the extent that actual construction, design, and related costs, as approved by CITY,
total more than the fee credit. This Section shall not impair the potential availability of
reimbursement pursuant to Section 11 above.
15. Obligations Arising from Agreement. Except as the City may expressly elect under
section 11, neither the General Fund, nor any other fund or monies of CITY, except the Public
Facilities Fee Neighborhood Park Improvement Fund or similar park improvements funds or
accounts, shall be utilized for payment of any obligations arising from this Agreement. Neither the
credit nor the taxing power of CITY is pledged for the payment of any obligations arising from
the Agreement. OWNER and DEVELOPER’s obligations arising from this Agreement are not a
debt of CITY, or a legal or equitable pledge, charge, lien or encumbrance upon any of its property,
or upon any of its income, receipts or revenues.
16. Liability.
a)DEVELOPER Primarily Liable. DEVELOPER hereby warrants that all
work required by this Agreement will be performed in accordance with the professional standards
prevailing in the industry for similarly situated improvement projects in the City of Dublin.
DEVELOPER agrees to indemnify, defend with counsel acceptable to CITY, and hold harmless
CITY, its officers, officials, employees, agents, and volunteers, from and against any and all loss,
claims, suits, liabilities, actions, damages, or causes of action (collectively “Liability”) directly
arising from the negligence or willful misconduct of DEVELOPER, its employees, agents, or
independent contractors in connection with DEVELOPER’s actions and obligations hereunder,
except such Liabilities caused by the sole negligence or willful misconduct of the CITY or its
officers, officials, employees, agents, or volunteers; provided as follows:
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1) 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 17 hereof.
2) That the aforesaid hold harmless agreement by DEVELOPER shall
apply to all damages and claims for damages suffered, or alleged to have been suffered, by reason
of the negligence or willful misconduct of DEVELOPER, 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.
3)Design Defect. If, in the opinion of the CITY, a design defect in the
work of improvement becomes apparent during the course of construction, or within one (1) year
(except for those manufactured products where extended warranties have been provided, in which
case the extended warranty period shall apply) following acceptance by the CITY of the Park
Improvements, and said design defect, in the opinion of the CITY, may substantially impair the
public health and safety, DEVELOPER shall, upon order by the CITY, correct said design defect
at his sole cost and expense, and the sureties under the Faithful Performance and Labor and
Materials Bonds shall be liable to the CITY for the corrective work required.
4)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 under paragraph 12.
5) DEVELOPER’s obligations under this Section shall terminate with
respect to any Liability with respect to the Neighborhood Park and Neighborhood Park
Improvements after the CITY accepts the dedication of the Neighborhood Park, except as
otherwise expressly stated in this Section.
17. Insurance Required. Prior to commencing construction of the Park Improvements
hereof, 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 Risk Manager
of CITY, or his designee, as to form, amount and carrier. Prior to the commencement of work
under this Agreement, DEVELOPER's general contractor shall obtain or cause to be obtained and
filed with the Risk Manager, all insurance required under this paragraph, and such insurance shall
have been approved by the Risk Manager of CITY, as to form, amount and carrier. DEVELOPER
shall not allow any contractor or subcontractor to commence work on this contract or 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.
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A.Minimum Scope of Insurance. Coverage shall be at least as broad as:
1) Insurance Services Office form number GL 0002 (Ed. 1/73)
covering commercial 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.)
2) Insurance Services Office form number CA 0001 (Ed. 1/78)
covering Automobile Liability, code 1 “any auto” and endorsement CA 0025.
3) Workers' Compensation insurance as required by the Labor Code of
the State of California and Employers Liability Insurance.
B.Minimum Limits of Insurance. DEVELOPER shall maintain limits no
less than:
1) 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.
2) Automobile Liability: $1,000,000 combined single limit per
accident for bodily injury and property damage.
3) 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.
D.Other Insurance Provisions. The policies are to contain, or be endorsed to
contain, the following provisions:
1) General Liability and Automobile Liability Coverages.
a) The CITY, its officers, agents, officials, employees and
volunteers shall be named as additional insureds in respect to: liability arising out of activities
performed by or on behalf of the DEVELOPER pursuant to this Agreement; products and
completed operations of the DEVELOPER; or premises owned, occupied or used by the
DEVELOPER.
The coverage shall contain no special limitations on the scope of the protection afforded to the
CITY, its officers, officials, employees, consultants or volunteers.
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(b) The DEVELOPER's insurance coverage shall be primary
insurance in respect to 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.
2) 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.
3) All Coverages. DEVELOPER shall furnish the CITY with
certificates of insurance completed by a duly authorized representative evidencing coverage
required under Section 17 of this agreement. Such certificates shall be delivered to the CITY
before any Work hereunder is commenced by DEVELOPER and annually thereafter on or before
the policy effective dates of DEVELOPER’s general liability insurance policy and shall provide
that no coverage under the policy shall be terminated, canceled or materially modified unless and
until at least thirty (30) days prior written notice has been given to the CITY. DEVELOPER shall
inform the CITY in writing thirty (30) days prior to terminating or materially modifying coverage
required in these requirements.
a) Acceptability of Insurers. Insurance is to be placed with
insurers with a A.M. Bests' rating of no less than A:VII.
b) Verification of Coverage. 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.
18. Assignment of Agreement. This Agreement shall not be assigned by OWNER or
DEVELOPER without the written consent of CITY, which shall not be unreasonably withheld.
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Pursuant to the Purchase and Sale Agreement and Joint Escrow Instructions dated as of June 24,
2022, as amended, OWNER, as nominee of DEVELOPER, acquired the Property. OWNER
granted to DEVELOPER the option to purchase the Property in phases. Notwithstanding the
foregoing, no consent of the CITY shall be required for OWNER’s conveyance of the
Neighborhood Park to DEVELOPER; provided that no release of liability shall occur until a duly
executed written assignment and assumption of liability has been provided to CITY, in a form
which is reasonably acceptable to CITY. Upon written notice to the CITY of any such conveyance,
OWNER shall be released from any obligations and liability hereunder, provided that such
assigned obligations are expressly assumed by DEVELOPER.
19. DEVELOPER Not an Agent. 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.
20. Abandonment of Work. If DEVELOPER refuses or fails to perform its obligations
under this Agreement, and such default remains uncured for a period of thirty (30) days after notice
thereof is given by the CITY (or such longer period as may be necessary to cure the default,
provided that DEVELOPER commences the cure within the thirty (30) day period and diligently
prosecutes the cure to completion), the CITY through its Public Works Director may serve written
notice on DEVELOPER, OWNER and DEVELOPER's surety or holder of other security of
DEVELOPER’s 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 the Improvements herein specified; provided,
however, that 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 the lesser of (i) any damages incurred by
CITY arising directly from DEVELOPER’s abandonment of the work, or (ii) 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 therefore.
21. Notices. All notices herein required shall be in writing, and delivered in person or
sent by registered mail, postage prepaid.
Notices required to be given to CITY shall be addressed as follows:
City Manager
City of Dublin
100 Civic Plaza
Dublin, California 94568
Notices required to be given to OWNER shall be addressed as follows:
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KL LB BUY 2 LLC
c/o KL Servicers LLC
6900 E. Camelback Road, Suite 800
Scottsdale, AZ 85251
Attn.: Brieanne Nikrandt
Telephone No.: (212) 782-3546
Email: brieanne.nikrandt@klservicers.com
With a copy to: Cox, Castle & Nicholson, LLP
2029 Century Park East, Suite 2100
Los Angeles, CA 90067
Attn.: Erica A. Bose
Telephone No.: (310) 284-2225
Email: ebose@coxcastle.com
Notices required to be given to DEVELOPER shall be addressed as follows:
Landsea Homes of California, LLC
Attn: Tom Baine and David J. Mello, Jr.
7525 Irvine Center Dr., Suite 200
Irvine, CA 92618
With a copy to: Landsea Homes of California, LLC
Attn: Trevor Potter
7525 Irvine Center Dr., Suite 200
Irvine, CA 92618
And a copy to:Sheppard Mullin Richter & Hampton LLP
Attn: David Hymer and Jennifer Chavez
501 West Broadway, 19th Floor
San Diego, CA 92101
Any party or the surety may change such address by notice in writing to the other party and
thereafter notices shall be addressed and transmitted to the new address.
22. Use of Improvements. At all times prior to the final acceptance of the work by
CITY, the use of any or all Park Improvements within the work to be performed under this
Agreement shall be at the sole and exclusive risk of DEVELOPER.
23. Safety Devices. DEVELOPER shall provide and maintain such reasonable and
customary guards, watchmen, fences, barriers, regulatory signs, warning lights, and other safety
devices adjacent to and on the Neighborhood Park as may be reasonably necessary to prevent
accidents to the public and damage to the property. DEVELOPER shall furnish, place, and
maintain such lights as DEVELOPER 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
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fences, barriers, regulatory signs, warning lights, and other safety devices (except such safety items
as may be shown on the Construction Documents) shall be removed from site of the work by the
DEVELOPER, and the entire site left clean and orderly.
24. Attorneys' Fees and Venue. In any action to enforce the provisions of this
Agreement, the prevailing party shall be entitled to its reasonable attorney's fees. Any action
arising out of this Agreement shall be brought in Alameda County, California regardless of where
else venue may lie.
25. Recitals. The foregoing Recitals are true and correct and are made a part hereof.
26. Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision
of this Agreement shall not void or affect the validity of any other provision of this Agreement.
This Agreement contains the entire understanding between the parties relating to the transaction
contemplated hereby, and all prior or contemporaneous agreements, understandings,
representations and statements, oral or written, are merged herein and shall be of no further force
or effect. No provision of this Agreement may be amended, waived, or added except by an
instrument in writing signed by the parties hereto.
27. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement.
[Signatures on following page]
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IN WITNESS WHEREOF, the CITY, OWNER and DEVELOPER have executed this
Agreement, the day and year first above written.
CITY OF DUBLIN
a Municipal Corporation
Dated: _____________________ By: ________________________
Name: Colleen Tribby
Title: City Manager
ATTEST:
By: ________________________
Name: Marsha Moore, City Clerk
Approved as to form
By: _________________________
Name: City Attorney
OWNER:
KL LB BUY 2 LLC
a Delaware limited liability company
By: KL LB BUY 2 LLC
a Delaware limited liability company
its sole member
By: ____________________________
Name: Nathan Holt
Title: Authorized Signatory
Dated: ___________________
DEVELOPER:
Landsea Homes of California, LLC
a Delaware limited liability company
By: ______________________________
Name: Tom Baine
Title: Division President
Dated: ___________________
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EXHIBIT A
Legal Description of the Property
Real property in the City of Dublin, County of Alameda, State of California, described as
follows:
Parcels 2, 3, and 4 of Parcel Map 9512, filed June 23, 2008 in Book 308, Pages 13 through 18,
inclusive of Parcel Maps, Alameda County Records.
APN: 985-0051-006-00, 985-0052-24-00, and 985-0052-25-00
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