Loading...
HomeMy WebLinkAbout7.1 Amador Station First Community Benefit Program Agreement and Affordable Housing Assistance Agreement and Transfer to The Related Companies of California (PLPA-2021-00019) 2 Agenda Item 7. I Ile STAFF REPORT DUBLIN CITY COUNCIL CALIFORNIA DATE: February 21, 2023 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager SU B.ECT: Amador Station First Amended and Restated Community Benefit Program Agreement and Amended and Restated Affordable Housing Assistance Agreement and Transfer of the Agreements to The Related Companies of California (PLPA-2021-00019) Prepared by: Jason Earl, Senior Management Analyst EXECUTIVE SUMMARY: The City Council will consider approving an Amended and Restated Community Benefit Program Agreement and an Amended and Restated Affordable Housing Assistance Agreement with The Related Companies of California, LLC for the development of the 300-unit Amador Station affordable housing development located on Golden Gate Drive adjacent to the West Dublin/Pleasanton BART Station within the Downtown Dublin Specific Plan area. The Community Benefit Program Agreement and Affordable Housing Assistance Agreement were originally approved by the City Council on September 21, 2021, and entered into with BRIDGE Dublin, LLC. Due to changes in funding availability and construction costs outside the developer's control, BRIDGE Housing has partnered on this project with Related California and is proposing to modify the project phasing and the timing of allocating residential units from the Downtown Dublin Specific Plan Development Pool to the project, and how the City's Affordable Housing Funds and Alameda County Measure A-1 bond funds are allocated to the revised project phases. They are also requesting a $4.3 million pre-development loan from the City. These changes result in the need to amend the Community Benefit Program Agreement and Affordable Housing Assistance Agreement for the project. STAFF RECOMMENDATION : Adopt the Resolution Approving the First Amended and Restated Community Benefit Program Agreement and an Amended and Restated Affordable Housing Assistance Agreement Between the City of Dublin and The Related Companies of California, LLC., for the Amador Station Affordable Housing Project. Page 1 of 6 134 FINANCIAL IMPACT: Funding to support construction of Phase A of the proposed affordable housing project will be provided from the City's Affordable Housing Fund,which includes fees paid to the City by developers to comply with the City's Inclusionary Zoning Regulation, and by Alameda County Measure A-1 Bond funds.Additional funding for the project has been secured through a California Department of Housing and Community Development Local Housing Trust Fund (LHTF) Grant in the amount of$3.3 million awarded to the City of Dublin on October 11, 2022. The Related Companies of California, LLC is also requesting a predevelopment loan in the amount of$4.3 million from the City's Affordable Housing Fund. DESCRIPTION : Background BRIDGE Housing originally proposed a two-phase affordable housing project on a vacant 3.6-acre site which is located adjacent to the West Dublin/Pleasanton BART station at 6501 Golden Gate Drive as shown in Figure 1. The property is bound by I-580 to the south,the future 499-unit Avalon West project (formerly the St. Patrick Way Residential project) to the west,the Connolly Station residential community to the north, and Golden Gate Drive to the east. The project site is located in the Transit-Oriented District of the Downtown Dublin Specific Plan (DDSP). Figure 1.Location Map .Avalon West SUBJECT • (Future) PROPERTY Y� • 4 OV 1.1NC ARS A BRIDGE Housing applied for and received Site Development Review Permit approval by the Planning Commission on August 10, 2021, pending approval of the Community Benefit Program Agreement by the City Council. On September 21, 2021,the City Council approved a Community Benefit Program Agreement and an Affordable Housing Assistance Agreement with BRIDGE Housing for the Amador Station project (Resolution No. 115-21). Please refer to Attachment 6 for a discussion of these agreements. The Community Benefit Agreement allocates 300 units to the project in exchange for certain benefits. These benefits include a 100% affordable project (except manager's units), a limited number of furnished units, ground floor retail space, and public plaza Page 2 of 6 135 improvements as outlined in the Agreement. The Affordable Housing Assistance Agreement sets forth the terms of City loans for the first phase of the project which includes 136 units. The agreement appropriates $7.1 million from the City's Affordable Housing Fund and the commitment of$2.9 million in Alameda County Measure A-1 bond funds to the first phase. Since that time, BRIDGE Housing partnered with The Related Companies of California, LLC, a for- profit affordable housing developer, on this project. They are in the process of establishing an entity which will be a joint venture between the two companies. Due to changes in funding availability and increasing construction costs, the developer is proposing to modify the project phasing and affordability, the timing for units allocated to the project from the Development Pool, and how the City's Affordable Housing Funds and Measure A-1 bond funds are allocated to the revised project phases. The Developer is also requesting a $4.3 million pre-construction loan from the Affordable Housing funds already committed to the project.Additionally,the City received a competitive Local Housing Trust Fund Grant from the California Department of Housing and Community Development in the amount of$3.3 million to facilitate the first phase of the project. Analysis The original project phasing has been revised to include two phases (i.e., Phase A and Phase B) with two subphases within each phase (i.e., Subphases Al,A2, B1 and B2). The developer has asked for a certain level of flexibility in the number of units per subphase,but the overall project will continue to include 300 units. Each subphase will act as separate project for financing purposes and is anticipated to be constructed in consecutive order. The development team believes these smaller subphases will help to facilitate project financing and construction. Under the terms of the original agreement, residential units were allocated to Phase A for a two-year period that could be extended by the City Manager, and the Phase B allocation could be extended for one year beyond the Phase A allocation as extended. Under the revised phasing plan, residential units would be allocated to each subphase for the following periods,which could each be extended by the City Manager for at least one additional year: • Subphase Al: December 31, 2024 • Subphase A2: 30 months from the effective date of the agreement • Subphase B1: 42 months from the effective date of the agreement • Subphase B2: 54 months from the effective date of the agreement The developer is requesting to allocate the City's Affordable Housing Funds and LHTF to a larger Phase A (Subphases Al and A2) project thus reducing the per-unit subsidy provided by the City. Additionally,they are requesting the ability to allocate all of the Measure A-1 Bond Funds to subphase Al. The City would also be able to reallocate the Measure A-1 Bond Funds to another affordable housing project if the developer is unable to start construction within the Subphase Al unit allocation and Measure A-1 Bond Fund requirements. The average affordability level of the revised Phase A has increased, and average affordability level of Phase B has decreased. The increased average affordability level in Phase A is largely due to uncertainty about the availability of Project-Based Vouchers from Alameda County for permanently supportive housing for extremely low-income households. However,the developer will continue to pursue funding for Page 3 of 6 136 permanently supportive housing and apply them to the project if available, and thus provide deeper affordability in each subphase where such vouchers are available. Please refer to Table 1 and Figure 2 below for a comparison of the existing and proposed project phasing, affordability levels per phase, and anticipated funding allocations. Table 1. Project Phasing Original Phasing Plan Proposed Phasing Plan Phase A Phase B Phase Al Phase A2 Phase B1 Phase B2 TOTALS Unit Count 136 164 80-90 76-86 52-62 74-84 300 $7.1 M $0 $3.4 M* $3.7 M* $0 $0 $7.1 M City Affordable Housing Funds $2.9 M $0 $2.9 M $0 $0 $0 $2.9 M County Measure A-1 Bond Funds LHTF $0 $0 $1.6 M $1.7 M $0 $0 $3.3 M Average Affordability 43%AMI 120% or 60%AMI 60%AMI 80%AMI 80%AMI -- Per Phase less AMI *Funds planned to be allocated to each phase on a pro rata basis. Figure 2. Phasing Plan Proposed Phasing Plan Original Phasing Plan g III,I ------ ---'----- r-•-----•-------•-- - L PHASE B2 C ! PHASE Al i i !j PHASE B7 �� PHASE B PHASE A 1 PHASE A2 i?! Y_ £Ap_oR Analysis Community Benefit Program Agreement The City allocated 300 units from the DDSP Development Pool to the Amador Station Project in exchange for community benefits as outlined in the Community Benefit Program Agreement. That Agreement is proposed to be amended to reflect the changed circumstances regarding the project, construction costs, and funding availability described above. However,the community benefits provided by the developer in exchange for the allocation of units remain largely unchanged. The following is a summary of the key amendments to the Community Benefit Program Agreement. Page 4 of 6 137 • The Agreement is entered into with The Related Companies of California, LLC, and they intend to assign the agreement to the joint venture that is being formed between BRIDGE Housing and Related California. • Project phasing and affordability levels were revised as outlined in Table 1 above. • The City's allocation of units to the project has been revised to reflect the range of units per phase (the overall total number of units for the project remains unchanged at 300 units). • The timing for the allocation of units has been revised to reflect the phased approach to the project. • The community benefit to provide a dog relief area was modified to change the location to the project site rather than in the BART plaza. • Flexibility was added to the requirement of the developer to provide Permanently Supportive Housing based on the uncertain availability of Project-Based Vouchers from Alameda County. • A cancellation clause was added to the agreement. Affordable Housing Assistance Agreement An Amended and Restated Affordable Housing Assistance Agreement has been prepared for the project. The following is an overview of the changes to the original agreement. • The Agreement is entered into with The Related Companies of California, LLC, and they intend to assign the agreement to the joint venture that is being formed between BRIDGE Housing and Related California. • Developer will negotiate in good faith for the long-term leasehold rights to the property (Ground Lease Acquisition). • Project phasing and affordability levels were changed as outlined in Table 1 above. • Flexibility was added regarding the allocation of City Loans between Subphases A-1 and A- 2 of the project, including the City's Affordable Housing Fund allocation and the LHTF allocation. • Flexibility was added in the allocation of Alameda County Measure A-1 Bond Funds between subphases Al and A2. • The City has the right to reallocate Measure A-1 Bond Funds to another project if the project doesn't perform. • The terms of a $4.3 million predevelopment loan to secure the ground lease was added to the agreement. • Flexibility was added to the requirement of the Developer to provide Permanently Supportive Housing based on the uncertain availability of Project-Based Vouchers from Alameda County. • A cancellation clause was added to the agreement. The City Council Resolution approving the amended agreements is included as Attachment 1,with the First Amended and Restated Community Benefit Program Agreement included as Attachment 2, and the Amended and Restated Affordable Housing Assistance Agreement included as Attachment 3.A redline version of the Community Benefit Program Agreement is included as Attachment 4 and a redline version of the Affordable Housing Assistance Agreement included as Page 5 of 6 138 Attachment 5 -both with added text underlined and a strikethrough text to be deleted. STRATEGIC PLAN INITIATIVE: Strategy 2: Housing Opportunities Objective d: Facilitate production of affordable housing for lower income seniors, workforce, and special needs households. NOTICING REQUIREMENTS/PUBLIC OUTREACH : The City Council Agenda was posted, and a copy of this Staff Report was provided to the Applicant. ATTACHMENTS: 1) Resolution Approving an Amended and Restated Community Benefit Program Agreement and Restated Affordable Housing Assistance Agreement between the City of Dublin and The Related Companies of California, LLC. 2) Exhibit A to the Resolution - First Amended and Restated Community Benefit Program Agreement 3) Exhibit B to the Resolution - Restated Affordable Housing Assistance Agreement 4) Redline Version - Exhibit A to the Resolution - First Amended and Restated Community Benefit Program Agreement 5) Redline Version - Exhibit B to the Resolution - Restated Affordable Housing Assistance Agreement 6) City Council September 21, 2021 Staff Report (without attachments) Page 6 of 6 139 Attachment I RESOLUTION NO. XX - 23 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING A FIRST AMENDED AND RESTATED COMMUNITY BENEFIT PROGRAM AGREEMENT AND AN AMENDED AND RESTATED AFFORDABLE HOUSING ASSISTANCE AGREEMENT BETWEEN THE CITY OF DUBLIN AND THE RELATED COMPANIES OF CALIFORNIA, LLC, FOR THE AMADOR STATION AFFORDABLE HOUSING PROJECT WHEREAS, on September 21, 2021, the City Council adopted Resolution No. 115-21 approving a Community Benefit Program Agreement and Affordable Housing Assistance Agreement with BRIDGE Dublin LLC; and WHEREAS, BRIDGE Dublin LLC has subsequently partnered with The Related Companies of California, LLC. (the Applicant), a for profit affordable housing developer and they are forming an entity that will be a joint venture between the two companies; and WHEREAS, the Applicant, is seeking approval of a First Amended and Restated Community Benefit Program Agreement and an Amended and Restated Affordable Housing Assistant Agreement for the Amador Station Project, a 300-unit affordable housing development of a 3.6-acre vacant site located on Golden Gate Drive adjacent to the West Dublin/Pleasanton BART Station within the Downtown Dublin Specific Plan Transit-Oriented District; and WHEREAS, on April 10, 2021, the Planning Commission adopted Resolution No. 21-06 approving a Site Development Review Permit for the project; and WHEREAS, due to changes in funding availability and construction costs outside the Applicant's control, amendments are being proposed to the Community Benefit Program Agreement and the Affordable Housing Assistance Agreement that include modifying the project phasing and affordability, the timing for units allocated to the project from the Development Pool, and how the City's Affordable Housing Funds, Local Housing Trust Fund Grant, and Alameda County Measure A-1 bond funds are allocated to the revised project phases. The Applicant has also requested a $4.3 million pre-development loan from the City; and WHEREAS, the term of the Community Benefit Program Agreement shall commence on the Effective Date and shall extend until the earlier of the following: 1) the Developer has satisfied all of the obligations to the City as set forth in Section 3 of the Agreement; 2) any of the project approvals expires; or 3) three years after the Effective Date plus any extensions granted pursuant to Section 4.1, Section 4.3, or Section 4.5 of the Agreement. NOW, THEREFORE, BE IT RESOLVED that the Dublin City Council hereby approves the First Amended and Restated Community Benefit Program Agreement and the Amended and Restated Affordable Housing Assistance Agreement between the City of Dublin and The Related Companies of California, LLC, as attached as Exhibit A and Exhibit B to this Resolution. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the amended agreements, attached hereto as Exhibit A and Exhibit B, and make any necessary, non- substantive changes to carry out the intent of this Resolution. Reso. No. XX-23, Item X.X, Adopted 02/21/2023 Page 1 of 2 140 PASSED, APPROVED AND ADOPTED this 21st day of February 2023, by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk Reso. No. XX-23, Item X.X, Adopted 02/21/2023 Page 2 of 2 141 DocuSign Envelope ID:59B15131-E51 B-44C7-9A71-AC13D4879631 Attachment 2 FIRST AMENDED AND RESTATED CITY OF DUBLIN COMMUNITY BENEFIT PROGRAM AGREEMENT THE RELATED COMPANIES OF CALIFORNIA, LLC, Golden Gate Drive (APNs 941-2842-002-00&941-2842-004-00) This First Amended and Restated Community Benefit Program Agreement (as amended and restated,the"Agreement")is entered into on ,2023(the"Effective Date"), by and between the City of Dublin, a municipal corporation ("City"), and The Related Companies of California, LLC, a California limited liability company("Developer"). City and Developer are,from time-to-time, individually referred to in this Agreement as a "Party," and are collectively referred to as "Parties." RECITALS A. On February 1, 2011, the City adopted Resolution No. 9-11 establishing a "Downtown Dublin Specific Plan" (the "Specific Plan"), which sets forth a comprehensive set of guiding principles, standards, and design guidelines for the implementation of future development in Downtown Dublin ("the Specific Plan Area"). B. The Specific Plan regulates the density of development allowed in the Specific Plan Area by establishing a "Base Floor Area Ratio (FAR)" for development in each of the three districts within the Specific Plan Area. C. The Specific Plan also establishes a pool of additional development potential, in the form of 1,320,220 square feet of non-residential development, 150 hotel rooms and 2,500 residential dwelling units (collectively "the Excess Capacity") apportioned among the three districts in the Specific Plan Area. The pool can be used by developers that wish to develop a project that exceeds the Base FAR up to a defined "Maximum FAR" and by developers that wish to develop residential dwelling units. Developers wishing to utilize said Excess Capacity must participate in the Community Benefit Program and enter into a Community Benefit Program Agreement with the City. D. Developer's predecessor, BRIDGE Dublin LLC, proposed to develop certain vacant property on Golden Gate Drive(APNs 941-2842-002-00&941-2842-004-00)within the Specific Plan Area("the Property"), which is within the Transit Oriented District of the Specific Plan Area, and as part of its proposal desires to develop 300 units of affordable housing on an approximately 3.6-acre site ("the Project"). In exchange for requesting residential units from the Downtown Dublin Specific Plan Development Pool to enable development of the Project, BRIDGE Dublin LLC proposed to provide a 300-unit affordable housing project built in two phases(with two subphases per phase), with certain units to be furnished, a ground floor cafe or similar use within the Project, plaza enhancements to the West Dublin/Pleasanton BART connection, and "affordable unit credits" as further set forth below("the Community Benefit"). E. A Site Development Permit for the Property was approved by the Planning Commission on August 10, 2021. In addition, BRIDGE Dublin LLC and the City entered into a Community Benefit Program 1 142 DocuSign Envelope ID:59B15131-E51 B-44C7-9A71-AC13D4879631 Agreement dated as of September 21, 2021 (the "Original Agreement") which sets forth certain community benefits to be provided by BRIDGE Dublin LLC in connection with the development of the Property. This approval together with any approvals or permits now or hereafter issued with respect to the Project are referred to as the "Project Approvals." F. BRIDGE Dublin LLC has subsequently assigned its rights with respect to the Property to Developer. The City and Developer have reached agreement with respect to the Community Benefit and desire to amend and restate the Community Benefit Program Agreement to clearly set forth the Community Benefit to be provided by the Developer, and the scope and nature of excess development capacity to be granted to Developer in exchange for said Community Development. G. The Project is located within the Downtown Specific Plan area, which was the subject of an Environmental Impact Report (EIR), State Clearinghouse number 20100022005. The Downtown Dublin Specific Plan Final EIR was certified by City Council Resolution No.08-11 dated February 1, 2011 and updated with addendums adopted by the City in Resolution No. 50-14, Resolution No. 126-19 and Resolution No.79-20,and an Initial Study/Negative Declaration adopted by Resolution No. 133-22 ("Specific Plan EIR"). Pursuant to the California Environmental Quality Act (CEQA) Guidelines Section 15168,the Community Benefit Program Agreement is within the scope of the Project analyzed in the Specific Plan EIR and no further CEQA review or document is required.This Community Program Benefit Agreement does not impede, impair or otherwise seek to truncate or limit the City discretion in considering any future Project Approvals for conducting any future CEQA review as required by applicable law. NOW,THEREFORE, with reference to the foregoing recitals and in consideration of the mutual promises, obligations and covenants herein contained, City and Developer agree as follows: AGREEMENT 1. Relationship of City and Developer. It is understood that this Agreement is a contract that has been negotiated and voluntarily entered into by the City and Developer and that the Developer is not an agent of the City. The City and Developer hereby renounce the existence of any form of joint venture or partnership between them and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making the City and Developer joint venturers or partners. 2. Effective Date and Term. 2.1 Effective Date. The effective date of this Agreement ("Effective Date")shall be the date set forth in the first paragraph hereof, which is the date upon which City Council has approved this First Amended and Restated Community Benefit Program Agreement . 2.2 Term. The term of this Agreement shall commence on the Effective Date and shall extend until the earlier of the following: 1)the Developer satisfied all of the obligations 2 143 DocuSign Envelope ID:59B15131-E51 B-44C7-9A71-AC13D4879631 set forth in Section 3 of this Agreement, 2) any of the Project Approvals expires, or 3) the end of the Residential Allocation Terms for all of the Subphases pursuant to Sections 4.1 and 4.3 hereof, or the end of the Extended Residential Allocation Dates for all of the Subphases as provided in Section 4.5, if applicable,This term and any extensions granted shall apply to the Site Development Review permit. 3. Community Benefit to Be Provided by Developer. The following constitute the Community Benefit to be provided by the Developer in exchange for Residential Allocations granted pursuant to Section 4. 3.1 Affordable Housing Project and Provision of Affordable Units. Developer shall provide the following Community Benefit to the City: the development of an affordable housing project ("Project") consisting of 300 units of affordable housing to be built in two phases (Phase A and B)with two subphases within each of Phase A and B (i.e. Subphases Al,A2, B1 and B2) as shown in Exhibit A. City recognizes that Developer's proposed Project qualifies as a "Community Benefit" under the Specific Plan, as it will assist the City with the provision of affordable housing,the benefits of which are set forth in greater detail in the Dublin General Plan's Housing Element. 3.1.1 Phase A. Phase A shall include approximately 164 units, where Subphase Al contains approximately 80-90 units and Subphase A2 contains approximately 76-86 units, that shall be 100% affordable to extremely low (e.g. up to 30% AMI) and low income (e.g. up to 80%AMI) households earning an average of no greater than 60% area median income (AMI), excluding up to four property manager units, as further set forth in the Amended and Restated Affordable Housing Assistance Agreement executed herewith. 3.1.2 Phase B. Phase B shall include a number of units equal to 300 less the number of units to be developed in Phase A(i.e., approximately 136 units),where Subphase B1 contains approximately 52-62 units and Subphase B2 contains approximately 74-84 units, that shall be 100% affordable and may include moderate-income households, excluding two property manager's units,as further set forth in the Affordable Housing Assistance Agreement executed herewith. To ensure Phase B of the Project qualifies as a "Community Benefit" under the Specific Plan for use of Excess Capacity, Developer shall obtain the City Manager's written approval of a final Phase B affordability level plan. 3.2 Certain Units to Be Furnished. Developer shall make a good faith and reasonable effort to obtain Project Based Vouchers for permanently supportive housing from the Alameda County Housing Authority for this project. Upon occupancy of each Subphase, Developer shall fully furnish, at its sole cost and expense, any units that have been set aside for homeless persons, at-risk of becoming homeless persons, and persons with special needs with necessary and appropriate appliances,furniture,and basic kitchenware/dishes. City 3 144 DocuSign Envelope ID:59B15131-E51 B-44C7-9A71-AC13D4879631 recognizes that Developer's aforementioned furnishing is a qualifying "Community Benefit" under the Specific Plan, as it will assist the City with its General Plan and Specific Plan objectives. 3.3 Community Benefit for Commercial Space within Project. Prior to occupancy of Subphase B2, Developer shall construct a warm shell of at least 2,200 square feet of a ground floor cafe or similar use in the Project. City recognizes that this is a qualifying "Community Benefit" under the Specific Plan, as it will assist the City with its General Plan and Specific Plan objectives. 3.4 Community Benefit for Dog Relief area within Project. Prior to occupancy of Subphase A2, Developer shall construct, and continuously maintain a dog relief area on the Project site for project residents.The size of the dog relief area shall be at least 200 s.f. 3.5 Community Benefit for Plaza Enhancements for the West Dublin/Pleasanton BART Connection. Prior to occupancy of Subphase A2, Developer shall provide Plaza enhancements acceptable to BART and the City Manager or their designee, to improve pedestrian access to the connection of the West Dublin/Pleasanton BART station. Developer shall obtain, in writing, the aforementioned acceptance of the proposed Plaza enhancements, which may include enhanced paving materials, landscape plantings, including trees, shrubs, and vines, enhanced lighting, and seating areas. City recognizes that Developer's aforementioned provision of enhancements is a qualifying"Community Benefit" under the Specific Plan,as it will assist the City with its General Plan,Specific Plan and Bicycle and Pedestrian Master Plan. 3.6 Treatment of Affordable Unit Credits Created by Phase A of the Project.The Parties agree that any "affordable unit credits" created by virtue of the construction of affordable housing for Phase A of the Project shall accrue to the City. In furtherance of this Agreement, Developer shall take reasonable efforts to create the"affordable unit credits" pursuant to Section 8.68.060 of the Dublin Municipal Code and any such credits shall be deemed immediately transferred to City once they have been created. 3.7 Treatment of Affordable Unit Credits Created by Phase B of the Project.The Parties agree that any "affordable unit credits" created by virtue of the construction of affordable housing for Phase B of the Project shall be shared with the Developer to assist with the financing thereof, if needed. Any "affordable unit credits" from Phase B shared with the Developer shall be limited to the applicable category from which they are created within Phase B, meaning each credit shall be for a unit of the same level of affordability as was created in Phase B. Any "affordable unit credits" not needed to assist with the financing of Phase B of the Project shall immediately accrue to the City. Lastly, any "affordable housing credits" from Phase B that the Developer receives shall not be used within the Downtown Dublin Specific Plan area until the City has exhausted its own "affordable 4 145 DocuSign Envelope ID:59B15131-E51 B-44C7-9A71-AC13D4879631 housing credits." In furtherance of this Agreement, Developer shall take reasonable efforts to create the "affordable unit credits" pursuant to Section 8.68.060 of the Dublin Municipal Code. 4. Residential Allocations; Reservation of Excess Development Capacity. 4.1 Phase A Residential Allocations. As of the Effective Date, City shall grant 164 Residential Allocations out of the Residential Allocation Pool established by the Specific Plan for the development of Phase A of the Project. The term "Residential Allocation" as used in the Agreement means an allocation of the right to construct residential units from the Residential Allocation Pool established by the Specific Plan. Once granted,the Residential Allocations for Phase Al shall extend until the end of the Subphase Al Residential Allocation Term or the Extended Residential Allocation Date for Subphase Al, if applicable, and the Residential Allocations for Subphase A2 shall extend until the end of the Subphase A2 Residential Allocation Term or the Extended Residential Allocation Date for Subphase A2, if applicable..The number of Residential Allocations granted hereunder shall be adjusted to the actual number of Phase A residential units approved by the City during the Subphase Al Residential Allocation Term and Subphase A2 Residential Allocation Term, or the Extended Residential Allocation Dates for Subphases Al and A2, if applicable. 4.2 Phase A Reservation of Excess Capacity. During the Subphase Al Residential Allocation Term or the Extended Residential Allocation Date for Subphase Al, if applicable, and the Subphase A2 Residential Allocation Term or the Extended Residential Allocation Date for Subphase A2, if applicable., and so long as the respective Project Approvals remain in effect, City shall reserve 164 units from the Downtown Dublin Specific Plan Development Pool for Developer's use in Phase A. In accordance with the Project's Measure A-1 Bond Funding requirements, Developer must start construction on Subphase Al of the Project prior to the expiration of the Subphase Al Residential Allocation Term or before the Extended Residential Allocation Date for Subphase Al, if applicable. If Developer fails to comply with this obligation, or any of its obligations under this Agreement, the Excess Capacity reserved for Developer's use in Phase A, or any portion thereof, shall revert to the pool maintained by the City and will be available to other developers on a"first come, first served" basis. The number of units reserved hereunder from the Downtown Dublin Specific Plan Development Pool shall be adjusted to the actual number of Phase A residential units approved by the City during the Subphase Al Residential Allocation Term or the Extended Residential Allocation Date for Subphase Al, if applicable, and the Subphase A2 Residential Allocation Term or the Extended Residential Allocation Date for Subphase A2, if applicable. 4.3 Phase B Residential Allocations. As of the date of the City Manager's written approval of the Phase B affordability level plan as set forth in Section 3.1.2, City shall grant a number 5 146 DocuSign Envelope ID:59B15131-E51 B-44C7-9A71-AC13D4879631 of units equal to 300 less the number of units developed in Phase A (i.e., approximately 136) Residential Allocations out of the Residential Allocation Pool established by the Specific Plan for the development of Phase B of the Project. Once granted,the Residential Allocations for Phase B shall extend for the Subphase B1 Residential Allocation Term or the Extended Residential Allocation Date for Subphase B1, if applicable, and the Residential Allocations for Subphase B2 shall extend until the end of the Subphase B2 Residential Allocation Term or the Extended Residential Allocation Date for Subphase B2, if applicable.. The number of Residential Allocations granted hereunder shall be adjusted to the actual number of Phase B residential units approved by the City during the Phase B Residential Allocation Term. 4.4 Phase B Reservation of Excess Capacity. During the Subphase B1 Residential Allocation Term or the Extended Residential Allocation Date for Subphase B1, if applicable, and the Subphase B2 Residential Allocation Term or the Extended Residential Allocation Date for Subphase B2, if applicable, and so long as the respective Project Approvals remain in effect, City shall reserve a number of units from the Downtown Dublin Specific Plan Development Pool, in an amount equal to the number of Phase B Residential Allocations granted pursuant to Section 4.3, for Developer's use in Phase B. If Developer fails to comply with its obligations under this Agreement, the Excess Capacity reserved for Developer's use in Phase B shall revert to the pool maintained by the City and will be available to other developers on a "first come, first served" basis. The number of units from the Downtown Dublin Specific Plan Development Pool granted hereunder shall be adjusted to the actual number of Phase B residential units approved by the City during the Subphase B1 Residential Allocation Term or the Extended Residential Allocation Date for Subphase 61, if applicable, and the Subphase B2 Residential Allocation Term or the Extended Residential Allocation Date for Subphase B2, if applicable. 4.5 Residential Allocation Terms and Extensions. The terms of the Residential Allocations pursuant to this Section 4 ("Residential Allocation Term") shall expire on the following dates: 4.5.1 Subphase A-1 Residential Allocation Term:The earlier to occur of(i)the deadline for commencement of construction pursuant to the Measure A-1 Bond program, as it may be extended by action of the County of Alameda, or(ii) December 31, 2024. 4.5.2 Subphase A-2 Residential Allocation Term: 30 months from the Effective Date. 4.5.3 Subphase B-1 Residential Allocation Term: 42 months from the Effective Date. 4.5.4 Subphase B-2 Residential Allocation Term: 54 months from the Effective Date. Notwithstanding the foregoing, upon the request of Developer for an extension of one or more of the Residential Allocation Terms for a period of one or more years, City Manager 6 147 DocuSign Envelope ID:59B15131-E51 B-44C7-9A71-AC13D4879631 shall not unreasonably disapprove such request if the City Manager finds, in his or her reasonable discretion, all of the following: (i) Developer has diligently applied for funding reasonably available for the applicable Subphase in accordance with a financing plan reasonably acceptable to the City Manager, and (ii) Developer has obtained City approval of, or has submitted a complete application for, building permits for the applicable Subphase (the "Extended Residential Allocation Date"). 4.6 Limitation on City's Obligation.This Agreement shall not be construed to require the City to issue any Project Approvals to the Developer. City is solely required to reserve the Excess Capacity identified in Section 4 of this Agreement. Other than this obligation, nothing in this Agreement shall prevent the City from denying or conditionally approving any subsequent land use permit or authorization for the Project. All of City's applicable ordinances, resolutions, rules, regulations and official policies shall apply to the Project including, but not limited to, those governing the permitted uses of the Property, design and construction of the Project, density and intensity of use of the Project, and the maximum height, bulk and size of proposed buildings within the Project. 5. Amendment or Cancellation. This Agreement may be amended in writing from time to time by mutual consent of the Parties. If the Developer has not started construction on a Subphase of the Project prior to the expiration of the Residential Allocation Term for the applicable Subphase, or the Extended Residential Allocation Date for the Subphase, if applicable, either party may terminate this Agreement, by written notice to the other party; provided that this Agreement shall remain in full force and effect with respect to any Subphase for which construction has previously commenced. 6. Severability. The unenforceability, invalidity or illegality of any provisions, covenant, condition or term of this Agreement shall not render the other provisions unenforceable, invalid or illegal, unless a Party's consideration materially fails as a result. 7. Attorneys' Fees and Costs. If the City or Developer initiates any action at law or in equity to enforce or interpret the terms and conditions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs in addition to any other relief to which it may otherwise be entitled. If any person or entity not a party to this Agreement initiates an action at law or in equity to challenge the validity of any provision of this Agreement,the Parties shall cooperate in defending such action. Developer shall bear its own costs of defense as a real party in interest in any such action, and shall reimburse the City for all reasonable court costs and attorneys' fees expended by the City in defense of any such action or other proceeding. 7 148 DocuSign Envelope ID:59B15131-E51 B-44C7-9A71-AC13D4879631 8. Assignment. Developer may wish to sell, transfer or assign all or portions of the Property to other developers (each such other developer is referred to as a "Transferee"). In connection with any such sale, transfer or assignment to a Transferee, Developer may sell, transfer or assign to such Transferee its rights and obligations under this Agreement, so long as said transfer would not result in development of the Property in excess of the FAR permitted by the Project Approvals. No such transfer,sale or assignment of Developer's rights, interests and obligations hereunder shall occur without prior written approval by the City Manager. The City Manager shall consider and decide on any transfer, sale or assignment within ten (10) days after Developer's notice, provided all necessary documents, certifications and other information are provided to the City Manager to enable the City Manager to determine whether the obligations incurred by Developer pursuant to this Agreement will be fully satisfied. Notwithstanding anything to the contrary contained herein, Developer shall have the right to sell, transfer or assign portions of the Property in connection with the development of any Subphase and partially assign its interest in this Agreement with respect to such Phase or Subphase to a limited partnership or limited liability company in which an affiliate of The Related Companies of California, LLC acts as a general partner or managing member without the consent of the City. 9. Notices. All notices required to be given to City under this Agreement shall be in writing and shall be addressed as follows: City of Dublin Attn: City Manager 100 Civic Plaza Dublin, CA 94568 All notices required to be given to Developer under this Agreement shall be in writing and shall be addressed as follows: The Related Companies of California, LLC Attn: Ann Silverberg,Vice President 44 Montgomery Street, Suite 1310 San Francisco, California 94104 10. Agreement is Entire Understanding. This Agreement constitutes the entire understanding and agreement of the Parties. This Agreement supersedes the Original Agreement, which shall be of no further force or effect upon the Effective Date of this Agreement. 11. Legal Authority. 8 149 DocuSign Envelope ID:59B15131-E51 B-44C7-9A71-AC13D4879631 Each individual executing this Agreement hereby represents and warrants that he or she has full power and authority under the entity's governing documents to execute and deliver this Agreement in the name of and on behalf of the company and to cause the entity to perform its obligations under this Agreement. 12. No Third-Party Beneficiaries. This Agreement is made and entered into for the sole benefit of the Parties and their successors and assigns. No other persons shall have any right of action based upon any provision of this Agreement. IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed as of the date and year first above written. CITY: DEVELOPER: City of Dublin, The Related Companies of California, LLC, a municipal corporation a Califor d4 Wl lyability company By: By: RFF'Jd'I 111 A7d'Jd FQ Name: Ann Silverberg Title: Vice President Linda Smith, City Manager Attest: Marsha Moore, City Clerk Approved as to form John D. Bakker, City Attorney 5299359.1 9 150 DocuSign Envelope ID:59B15131-E51 B-44C7-9A71-AC13D4879631 Attachment 3 AMENDED AND RESTATED AFFORDABLE HOUSING ASSISTANCE AGREEMENT Amador Station Housing Project This Amended and Restated Affordable Housing Assistance Agreement("Agreement") is made and entered as of , 2023, by and between the City of Dublin("City") and The Related Companies of California, LLC, a California limited liability company ("Developer"). RECITALS A. Developer proposes to develop approximately 3.59 acres of vacant property located on the west side of Golden Gate Drive, north of Interstate 580, in the City of Dublin, designated as APN Nos. 941-2842-002-00 and 941-2842-004-00 (the "Property"). The Property is or will be divided into two portions designated as the "Phase A Site" and the "Phase B Site." B. Developer intends to develop the Property in four phases, with approximately 164 apartment units to be constructed on the Phase A Site in the aggregate across two subphases, and approximately 136 apartment units to be constructed on the Phase B Site in the aggregate across two subphases. C. City and BRIDGE Dublin LLC, a California limited liability company("Original Developer"), have entered into a"Community Benefit Agreement"with respect to the Community Benefits to be provided by Original Developer in connection with the Property. Pursuant to the Community Benefit Agreement, City and Original Developer have entered into an Affordable Housing Assistance Agreement dated as of September 21, 2021 with respect to the affordable housing obligations of each party for the Property("Original Agreement"). D. Original Developer has assigned its rights with respect to the Property and the Projects to Developer. City and Developer have entered into a First Amended and Restated Community Benefit Program Agreement, dated concurrently with this Agreement, which amends and restates the parties' obligations pursuant to the Community Benefit Agreement. E. By this Agreement, City and Developer intend to amend and restate the Original Agreement, which shall be superseded by this Agreement and shall be of no further force or effect hereafter. NOW, THEREFORE, with reference to the foregoing recitals and in consideration of the mutual promises, obligations and covenants herein contained, City and Developer agree as follows: 1. Acquisition of Leasehold Interests. Developer will negotiate in good faith towards a Purchase and Sale Agreement and Joint Escrow Instructions for the assignment to Developer of long-term leasehold rights to the Property, consisting of the lessee's rights under the Ground Lease between the San Francisco Bay Area Rapid Transit District("BART") as lessor and CREA/Windstar Dublin 2.43 Acres, LLC, as lessee, dated March 10, 2006, as 1 151 DocuSign Envelope ID:59B15131-E51 B-44C7-9A71-AC13D4879631 amended, and the Ground Lease between BART as lessor and CREA/Windstar Dublin 1.16 Acres, LLC, as lessee, dated March 10, 2006, as amended("Ground Lease Acquisition"). 2. Project Phasing. Developer will construct on the Property two affordable rental housing developments consisting of a total of not less than 300 apartment units and all required on-site improvements necessary to serve the developments (the "Projects"). The two Projects will be constructed in four subphases (the "Subphases"), as depicted on Exhibit"A"hereto. The Projects will contain the following number of apartment units in each Phase: a. Phase A: Approximately 164 apartment units in two Subphases, Subphase Al and Subphase A2. Subphase Al is expected to contain 80-90 apartment units, and Subphase A2 is expected to contain 76-86 apartment units. b. Phase B: Approximately 136 apartment units in two Subphases, Subphase B I and Subphase B2. Subphase B 1 is expected to contain 52-62 apartment units, and Subphase B2 is expected to contain 74-84 apartment units. 3. Design and Land Use Entitlements. a. Developer has obtained the following City land use approvals and entitlements for the Projects: Site Development Permit, approved by the City Planning Commission on August 10, 2021. b. Developer will be responsible for applying for and obtaining the following design, land use entitlement and permits for the Projects: Lot Line Adjustment, Building Permit, and Site Work Permit. 4. Construction and Permanent Financing. Developer will be responsible for obtaining all financing and equity investment funds required for the construction and permanent financing of each of the Projects. a. Each of the Projects and Subphases will be separately financed and constructed. The developer of each of the Projects and Subphases will be a limited partnership ("Project Owner") which will include The Related Companies of California, LLC ("Related"), or an affiliate thereof, as a general partner of the Project Owner. b. Developer intends to fund the Subphase Al and Subphase A2 Projects with 4% Low Income Housing Tax Credits, multifamily housing bond financing, Affordable Housing and Sustainable Communities (AHSC) funding, City loans from City's Affordable Housing Fund and Local Housing Trust Fund("LHTF"), a County Loan, and other sources to be determined. c. Expected funding sources for the Phase B Project are currently unknown. 5. City Loans. City will make two construction/permanent loans to Developer for the Subphase Al and Subphase A2 Projects in the total amount of$10,400,000 ("City Loans"). 2 152 DocuSign Envelope ID:59B15131-E51 B-44C7-9A71-AC13D4879631 One City Loan for each Subphase will be made from City's Affordable Housing Funds, in the combined total amount of$7,100,000 ("City AHF Loans"), and the other City Loan for each Subphase will be made from the LHTF grant to be obtained by City from the California Department of Housing and Community Development("HCD"), in the combined total amount of$3,300,000 ("City LHTF Loans"). City and Developer will enter into a mutually acceptable Affordable Housing Loan Agreement which sets forth the terms and conditions of the City Loans, and attaches the form of the Promissory Notes, Deeds of Trust and Regulatory Agreements for the Predevelopment Loan and each Subphase. The Developer may request a specific allocation of the City Loans between Subphases Al and A2, subject to reasonable approval of the City. a. Predevelopment Loan i. Up to the total amount of$4,300,000 of the City Loans will be disbursed to Developer as predevelopment financing to be used solely for ground lease rent prepayment and other required costs of the Ground Lease Acquisition(the "Predevelopment Loan"). Funding of the Predevelopment Loan is contingent upon City's reasonable approval of the Ground Lease Acquisition terms and documentation. ii. The Predevelopment Loan will accrue interest at 3%per annum. iii. The term of the Predevelopment Loan will be equal to the later of (i)the Subphase A2 Residential Allocation Term pursuant to Section 4.1 of the First Amended and Restated Community Benefit Program Agreement, or (ii) the Extended Residential Allocation Date for Subphase A2 pursuant to Section 4.5 of the First Amended and Restated Community Benefit Program Agreement, if applicable. . iv. The Predevelopment Loan will be rolled into construction to permanent loans for one or more of Subphases Al and A2 (the "City Loans"). Currently it is anticipated the Predevelopment Loan will be allocated to the City Loans on a pro rata basis based on the number of apartment units in each Subphase which will assume a portion of the Predevelopment Loan (i.e., if there are 80 units in Subphase Al and 86 units in Subphase A2, the Subphase Al City Loans would be allocated 48% of the Predevelopment Loan and the Subphase A2 City Loans would be allocated 52% of the Predevelopment Loan); provided, however the City may agree to any alternative method of allocating the Predevelopment Loan across Subphases Al and A2 as may be reasonably proposed by Developer. v. The term of the Predevelopment Loan will be set forth in a Promissory Note to be made by Developer to City upon the closing of the Predevelopment Loan. vi. The Predevelopment Loan Promissory Note will be secured by a Deed of Trust to be recorded against Developer's leasehold rights in the full Property as a first priority lien, and an assignment of Developer's rights to plans and studies for the Projects (the "Assignment"). viii. A Regulatory Agreement will be recorded against Developer's leasehold rights in the full Property. The Property-wide Regulatory Agreement will be 3 153 DocuSign Envelope ID:59B15131-E51 B-44C7-9A71-AC13D4879631 superseded by Subphase-specific Regulatory Agreements at the financial closing for each Subphase. ix. The Deed of Trust and Assignment shall be subordinated to financing approved by the City(in each case, a "Senior Lien") if the Developer demonstrates to the City's reasonable satisfaction that senior financing secured by a lien on the Developer's leasehold rights in the Property is necessary during the Predevelopment Loan term to ensure the viability of the Projects, and that subordination of the Deed of Trust and Assignment is necessary to secure such financing. x. If the construction financing and City Loans for either or both of Subphases Al and A2 have not closed as of the expiration of the term of the Predevelopment Loan, as it may be extended, Developer will convey its remaining leasehold interests in the Property to City in lieu of repayment of the balance of the Predevelopment Loan and the Predevelopment Loan shall be deemed satisfied in full and Developer shall be deemed to be released from all obligations or liability with respect to this Agreement and the Predevelopment Loan. b. City Loans i. The City Loans are currently anticipated to be allocated pro rata to the Subphase Al and Subphase A2 Projects based upon the number of apartment units in each (i.e., if there are 80 units in Subphase Al and 86 units in Subphase A2, 48% or $4,992,000 would be allocated to the Subphase Al City Loans and 52% or$5,408,000 would be allocated to the Subphase A2 City Loans). The amount of the City Loans for Subphase Al and Subphase A2 will each include the assumption of a pro rata portion of the Predevelopment Loans. The City will determine in its discretion what portion of the City Loans will be City AHF Loans and what portion will be City LHTF Loans. The Developer may request a different allocation of the City Loans between Subphases Al and A2, subject to reasonable approval of the City. ii. The City Loans will accrue interest at 3%per annum. iii. The terms of City Loans will be the earlier of(i) the fifty-seventh (57th) anniversary of the City Loan origination date for the applicable Subphase, or(ii)the fifty- fifth (55th) anniversary of the date that City issues a Certificate of Occupancy for the applicable Subphase. iv. The City Loans will be repaid through the applicable Project Owner's payment of a mutually determined percentage of the residual receipts of the applicable completed Subphase. 50% of the applicable Subphase residual receipts will be allocated on a pro rata basis between the City Loans, the County Loan and other governmental loans to such Subphase which are to be paid through residual receipts. v. The terms of each City Loan will be set forth in a Promissory Note to be made by the applicable Project Owner to City upon the closing of the City Loan for the applicable Subphase. 4 154 DocuSign Envelope ID:59B15131-E51 B-44C7-9A71-AC13D4879631 vi. Each City Loan Promissory Note will be secured by a Deed of Trust to be recorded against the applicable Project Owner's ground leasehold interest in the applicable Subphase. vii. A Regulatory Agreement between City and the applicable Project Owner will also be recorded against the ground leasehold interest in the applicable Property for each Subphase. vii. Each City Loan, Deed of Trust, and Regulatory Agreement will be nonrecourse, and will be subordinate to the primary construction and permanent loans for the applicable Subphase. There will be no cross-collateralization of loans between Subphases. ix. Each City Loan will be closed at the construction loan closing for the applicable Subphase, contingent on the applicable Project Owner's receipt of building permits and all other required City approvals for the applicable Subphase, closing of all other construction financing, and other standard conditions. 6. County Al Bond Assistance. a. City will allocate $2,900,000 of its share of the Alameda County ("County") Al Bond Program funds to be loaned to the Subphase Al Project, or if requested by Developer, and deemed acceptable by the City Manager, the Subphase A2 Project, if permitted by the timing and other applicable requirements of the County Al Bond Program ("County Loan"). County will be responsible for making and administering the County Loan. b. City will enter into an Intercreditor Agreement with County which sets forth the procedure for allocation of residual receipts to the Subphase Al City Loans and County Loan, and provides for the lien priority of the Subphase Al City Loan Deeds of Trust and County Loan deed of trust to be on parity. c. In the event that Developer does not or is otherwise unable to commence construction on the Subphase Al Project prior to the end of the Subphase Al Residential Allocation Term or the Extended Residential Allocation Date for Subphase Al, if applicable, City may reallocate the $2,900,000 share of the County Al Bond Program funds to a different affordable housing project selected by City in its sole discretion. d. City does not commit to allocate any of the County's Al Bond Program funds for the Subphase B 1 and Subphase B2 Projects. 7. No City Commitment of Financial Assistance for Subphase BI and Subphase B2. City does not make any commitment of financial assistance for the Subphase B 1 and Subphase B2 Projects. 8. Density Bonus. Developer has requested and obtained a density bonus for the combined Projects, for the purpose of obtaining certain benefits including a parking ratio lower than normally applicable City parking requirements as permitted under Government Code Section 65915(p). The requirement of the density bonus law to restrict the income and rents of 5 155 DocuSign Envelope ID:59B15131-E51 B-44C7-9A71-AC13D4879631 designated affordable units will be satisfied by the Regulatory Agreements described in paragraph 9 below. 9. Affordable Housing Requirements. Each Project Owner will restrict the affordability of the apartment units in the Projects ("Affordable Units") as follows: a. Subphases Al and A2: 100% of units (except for up to four manager's units)will be affordable at the very low income and lower income levels, with an average of 60% of Area Median Income ("AMI"). b. Subphases B 1 and B2: 100% of units (except for manager's units)will be affordable at the very low income, lower income, and moderate income levels, with an average of 80% of AMI. c. The Subphase Al and Subphase A2 Projects will be required to restrict a minimum number of units at or below 30% of AMI in accordance with the requirements of Section 105 of the LHTF Guidelines as adopted by HCD. Pursuant to Section 105 of the LHTF Guidelines, 30% of the LHTF program funds and matching funds (at least $2 million) must be used to develop units for tenants at 30%AMI or below. d. The rent levels of the Affordable Units will be in accordance with the requirements of City's Inclusionary Housing Ordinance, Municipal Code Chapter 8.68, state density bonus law requirements, and other affordable housing requirements of the funding sources for the Projects. e. Each Project Owner and City will enter into and record at the financial closing, and prior to issuance of building permits for a Subphase, a Regulatory Agreement which sets forth the affordable housing obligations and other requirements for operation of the applicable Subphase and its Affordable Units. f. The term of each Regulatory Agreement will be 55 years from the date of issuance by City of a Certificate of Occupancy for the applicable Subphase. 10. Permanent Supportive Housing Requirements. Developer will use reasonable, good faith efforts to obtain funding sufficient to provide for 40 to 66 permanent supportive housing"PSH"units within one or more of the Subphases. The total number of PSH units, and the allocation of PSH units to specific Subphases, will be subject to the reasonable approval of the parties, and subject to the timing and availability of funding sources. Each applicable Project Owner shall fully furnish any such PSH units, at its sole cost and expense, with necessary and appropriate appliances, furniture, and basic kitchenware/dishes. 11. Amendment or Cancellation. This Agreement may be amended in writing from time to time by mutual consent of the Parties. If the Developer has not started construction on a Subphase of the Project prior to the expiration of the applicable Residential Allocation Term or before the Extended Residential Allocation Date for such Subphase, if applicable, either party 6 156 DocuSign Envelope ID:59B15131-E51 B-44C7-9A71-AC13D4879631 may terminate this Agreement,by written notice to the other party; provided that this Agreement shall remain in full force and effect with respect to the Subphases that have previously commenced construction. 12. Severability. The unenforceability, invalidity or illegality of any provisions, covenant, condition or term of this Agreement shall not render the other provisions unenforceable, invalid or illegal,unless a Party's consideration materially fails as a result. 13. Attorneys' Fees and Costs. If the City or Developer initiates any action at law or in equity to enforce or interpret the terms and conditions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs in addition to any other relief to which it may otherwise be entitled. If any person or entity not a party to this Agreement initiates an action at law or in equity to challenge the validity of any provision of this Agreement, the Parties shall cooperate in defending such action. Developer shall bear its own costs of defense as a real party in interest in any such action, and shall reimburse the City for all reasonable court costs and attorneys' fees expended by the City in defense of any such action or other proceeding. 14. Notices. All notices required to be given to City under this Agreement shall be in writing and shall be addressed as follows: City of Dublin Attn: City Manager 100 Civic Plaza Dublin, CA 94568 All notices required to be given to Developer under this Agreement shall be in writing and shall be addressed as follows: The Related Companies of California, LLC Attn: Ann Silverberg, Vice President 44 Montgomery Street, Suite 1310 San Francisco, CA 94104 15. Agreement is Entire Understanding. This Agreement constitutes the entire understanding and agreement of the Parties. This Agreement amends and restates the Original Agreement, which is hereby superseded by this Agreement and shall be of no further force or effect hereafter. 16. Legal Authority. Each individual executing this Agreement hereby represents and warrants that he or she has full power and authority under the entity's governing documents to execute and deliver this Agreement in the name of and on behalf of the company and to cause the entity to perform its obligations under this Agreement. 7 157 DocuSign Envelope ID:59B15131-E51 B-44C7-9A71-AC13D4879631 17. No Third-Party Beneficiaries. This Agreement is made and entered into for the sole benefit of the Parties and their successors and assigns. No other persons shall have any right of action based upon any provision of this Agreement. 18. No Performance Guaranty. This Agreement is not intended to obligate the Developer to construct a phase,until such time as the applicable phase is fully funded, the construction financing for such phase has been closed by Developer and Developer has commenced construction. 8 158 DocuSign Envelope ID:59B15131-E51 B-44C7-9A71-AC13D4879631 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date and year first above written. CITY: City of Dublin, a municipal corporation Linda Smith, City Manager Attest: Marsha Moore, City Clerk Approved as to form: John D. Bakker, City Attorney DEVELOPER: The Related Companies of California, LLC, a California limited liability company DocuSigned by: Ann Silverberg, Vice President 9 159 DocuSign Envelope ID:59B15131-E51 B-44C7-9A71-AC13D4879631 EXHIBIT A PHASING MAP [To Be Attached] r f• ff. ff_ _ ff� ff.. .... ff� ENTRY DR Fr 1 PHASE B2 (0.3D Acres) PHASE Al - ! �I (0.63 Acres) d .._.._.._., ._,�,._�_..�._.�.._._.._.,�._.. w *� IZ PHASE Bl (0.76 Acres) PHASE A2 (0.64 Acres) I i - i L.._.._.._.._.._.._.._.._.._.._.._.._,.�._....._.._.._..j L.._.._......_.�..�..�.._.,�.1, 6ART .. PLAZA HAMMER ...�..��,;�.a., HEAp DR 5258453.6 10 160 Attachment 4 FIRST AMENDED AND RESTATED CITY OF DUBLIN COMMUNITY BENEFIT PROGRAM AGREEMENT BRIDCE THE RELATED COMPANIES OF CALIFORNIA, LLC, Golden Gate Drive (APNs 941-2842-002-00&941-2842-004-00) This First Amended and Restated Community Benefit Program Agreement -(as amended and restated, the "Agreement") is entered into on September 21, 2021, , 2023 (the "Effective Date"), by and between the City of Dublin, a municipal corporation ("City") Dublin"), and The Related Companies of California, LLC, a California Limited Liability Ceplimited liability company ("Developer"). City and Developer are, from time-to-time, individually referred to in this Agreement as a"Party,"and are collectively referred to as"Parties." RECITALS A. On February 1, 2011, the City adopted Resolution No. 9-11 establishing a "Downtown Dublin Specific Plan" (the "Specific Plan"), which sets forth a comprehensive set of guiding principles, standards, and design guidelines for the implementation of future development in Downtown Dublin ("the Specific Plan Area"). B. The Specific Plan regulates the density of development allowed in the Specific Plan Area by establishing a "Base Floor Area Ratio (FAR)" for development in each of the three districts within the Specific Plan Area. C. The Specific Plan also establishes a pool of additional development potential, in the form of 1,320,220 square feet of non-residential development, 150 hotel rooms and 2,500 residential dwelling units (collectively "the Excess Capacity") apportioned among the three districts in the Specific Plan Area. The pool can be used by developers that wish to develop a project that exceeds the Base FAR up to a defined "Maximum FAR" and by developers that wish to develop residential dwelling units. Developers wishing to utilize said Excess Capacity must participate in the Community Benefit Program and enter into a Community Benefit Program Agreement with the City. D. Dcvcloper propo csDeveloper's predecessor, BRIDGE Dublin LLC, proposed to develop certain vacant property on Golden Gate Drive (APNs 941-2842-002-00 & 941-2842-004-00) within the Specific Plan Area ("the Property"), which is within the Transit Oriented District of the Specific Plan Area, and as part of its proposal desires to develop 300 units of affordable housing on an approximately 3.6-acre site ("the Project"). In exchange for requesting residential units from the Downtown Dublin Specific Plan Development Pool to enable development of the Project, Dcvcloper propo c BRIDGE Dublin LLC proposed to provide a 300-unit affordable housing project built in two phases;(with two subphases per phase), with certain units to be furnished, a ground floor cafe or similar use within the Project, plaza enhancements to the West Dublin/Pleasanton 144\328\311914G 1 1 161 BART connection, and "affordable unit credits" as further set forth below ("the Community Benefit"). E. Dcvcloper hs submitted for Sitc Development Review for thc Property, which zipprovcil, if granted,A Site Development Permit for the Property was approved by the Planning Commission on August 10,2021. In addition, BRIDGE Dublin LLC and the City entered into a Community Benefit Program Agreement dated as of September 21, 2021 (the "Original Agreement")which sets forth certain community benefits to be provided by BRIDGE Dublin LLC in connection with the development of the Property. This approval together with any approvals or permits now or hereafter issued with respect to the Project are referred to as the "Project Approvals." F. BRIDGE Dublin LLC has subsequently assigned its rights with respect to the Property to Developer. The City and Developer have reached agreement with respect to the Community Benefit and desire to express herein ^amend and restate the Community Benefit Program Agreement to clearly settingset forth the Community Benefit to be provided by the Developer, and the scope and nature of excess development capacity to be granted to Developer in exchange for said Community Development. G. The Project is located within the Downtown Specific Plan area, which was the subject of an Environmental Impact Report (EIR), State Clearinghouse number 20100022005. The Downtown Dublin Specific Plan Final EIR was certified by City Council Resolution No. 08-11 dated February 1, 2011 and updated with addendums adopted by the City in Resolution No. 50-14, Resolution No. 126-19 and Resolution No. X079-20, and an Initial Study/Negative Declaration adopted by Resolution No. 133-22 ("Specific Plan EIR"). Pursuant to the California Environmental Quality Act (CEQA) Guidelines Section 15168,the Community Benefit Program Agreement is within the scope of the Project analyzed in the Specific Plan EIR and no further CEQA review or document is required.This Community Program Benefit Agreement does not impede,impair or otherwise seek to truncate or limit the City discretion in considering any future Project Approvals for conducting any future CEQA review as required by applicable law. NOW, THEREFORE, with reference to the foregoing recitals and in consideration of the mutual promises, obligations and covenants herein contained, City and Developer agree as follows: AGREEMENT 1. Relationship of City and Developer. It is understood that this Agreement is a contract that has been negotiated and voluntarily entered into by the City and Developer and that the Developer is not an agent of the City. The City and Developer hereby renounce the existence of any form of joint venture or partnership between them and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making the City and Developer joint venturers or partners. 144\328\311914G 1 2 162 2. Effective Date and Term. 2.1 Effective Date. The effective date of this Agreement ("Effective Date") shall be the date set forth in the first paragraph hereof,which is the date upon which City Council 3pprovcshas approved this First Amended and Restated Community Benefit Program Agreement-_ 2.2 Term. The term of this Agreement shall commence on the Effective Date and shall extend until the earlier of the following: 1) the Developer satisfied all of the obligations set forth in Section 3 of this Agreement, 2) any of the Project Approvals expires, or 3) two years after the Effective Date plus any extensions fiend of the Residential Allocation Terms for all of the Subphases pursuant to Sections 4.1 and 4.3 hereof, or the end of the Extended Residential Allocation Dates for all of the Subphases as provided in Section 4.1 or Section ^.2.5, if applicable, This term and any extensions granted shall apply to the Site Development Review permit. 3. Community Benefit to Be Provided by Developer.The following constitute the Community Benefit to be provided by the Developer in exchange for Residential Allocations granted pursuant to Section 4. 3.1 Affordable Housing Project and Provision of Affordable Units. Developer shall provide the following Community Benefit to the City: the development of an affordable housing project ("Project") consisting of 300 units of affordable housing to be built in two phases (Phase A and B)) with two subphases within each of Phase A and B (i.e. Subphases Al, A2, B1 and B2) as shown in Exhibit A. City recognizes that Developer's proposed Project qualifies as a "Community Benefit" under the Specific Plan, as it will assist the City with the provision of affordable housing,the benefits of which are set forth in greater detail in the Dublin General Plan's Housing Element. 3.1.1 Phase A. Phase A shall include 136 units andapproximately 164 units, where Subphase Al contains approximately 80-90 units and Subphase A2 contains approximately 76-86 units,that shall be 100%affordable to extremely low(e.g. up to 30%AMI) and low income (e.g. up to 80%AMI) households earning an average of no greater than 4360% area median income (AMI), excluding tweup to four property manager unit'sunits, as further set forth in the Amended and Restated Affordable Housing Assistance Agreement executed herewith. 3.1.2 Phase B. Phase B shall include 464 a number of units;equal to 300 less the number of units to be developed in Phase A (i.e., approximately 136 units), where Subphase B1 contains approximately 52-62 units and Subphase B2 contains approximately 74- 144\323\3119146.l 3 163 84 units, that shall be 100% affordable and may include moderate-income households, excluding two property manager's units, as further set forth in the Affordable Housing Assistance Agreement executed herewith. To ensure Phase B of the Project qualifies as a "Community Benefit" under the Specific Plan for use of Excess Capacity, Developer shall obtain the City Manager's written approval of a final Phase B affordability level plan. 3.2 Certain Units to Be Furnished. Developer shall make a good faith and reasonable effort to obtain Proiect Based Vouchers for permanently supportive housing from the Alameda County Housing Authority for this project. Upon occupancy of tease-Aeach Subphase, Developer shall fully furnish, at its sole cost and expense, a minimum of^1aj units that have been set aside for homeless persons, at-risk of becoming homeless persons, and persons with special needs with necessary and appropriate appliances, furniture, and basic kitchenware/dishes. City recognizes that Developer's aforementioned furnishing is a qualifying "Community Benefit" under the Specific Plan, as it will assist the City with its General Plan and Specific Plan objectives. 3.3 Community Benefit for Commercial Space within Project. Prior to occupancy of Phase ASubphase B2, Developer shall construct a warm shell of at least 2,200 square feet of a ground floor cafe or similar use in the Project. City recognizes that this is a qualifying "Community Benefit" under the Specific Plan,as it will assist the City with its General Plan and Specific Plan objectives. 3.4 Community Benefit for Dog Relief area within Project. Prior to occupancy of Subphase A2, Developer shall construct, and continuously maintain a dog relief area on the Project site for project residents.The size of the dog relief area shall be at least 200 s.f. 3-43.5 Community Benefit for Plaza Enhancements for the West Dublin/Pleasanton BART Connection. Prior to occupancy of Phase-ASubphase A2, Developer shall provide Plaza enhancements acceptable to BART and the City Manager or their designee, to improve pedestrian access to the connection of the West Dublin/Pleasanton BART station. Developer shall obtain, in writing, the aforementioned acceptance of the proposed Plaza enhancements, which may include enhanced paving materials, landscape plantings, including trees, shrubs, and vines, enhanced lighting, and seating areas, and a dog relief area. City recognizes that Developer's aforementioned provision of enhancements is a qualifying "Community Benefit" under the Specific Plan, as it will assist the City with its General Plan, Specific Plan and Bicycle and Pedestrian Master Plan. 3-3.6 Treatment of Affordable Unit Credits Created by Phase A of the Project.The Parties agree that any "affordable unit credits" created by virtue of the construction of affordable housing for Phase A of the Project shall accrue to the City. In furtherance of this 144\323\3119146.1 4 164 Agreement, Developer shall take reasonable efforts to create the"affordable unit credits" pursuant to Section 8.68.060 of the Dublin Municipal Code and any such credits shall be deemed immediately transferred to City once they have been created. B:-63.7 Treatment of Affordable Unit Credits Created by Phase B of the Project.The Parties agree that any "affordable unit credits" created by virtue of the construction of affordable housing for Phase B of the Project shall be shared with the Developer to assist with the financing thereof, if needed. Any "affordable unit credits" from Phase B shared with the Developer shall be limited to the applicable category from which they are created within Phase B, meaning each credit shall be for a unit of the same level of affordability as was created in Phase B. Any"affordable unit credits" not needed to assist with the financing of Phase B of the Project shall immediately accrue to the City. Lastly, any "affordable housing credits" from Phase B that the Developer receives shall not be used within the Downtown Dublin Specific Plan area until the City has exhausted its own "affordable housing credits." In furtherance of this Agreement, Developer shall take reasonable efforts to create the "affordable unit credits" pursuant to Section 8.68.060 of the Dublin Municipal Code. 4. Residential Allocations; Reservation of Excess Development Capacity. 4.1 Phase A Residential Allocations. As of the Effective Date, City shall grant 4164 Residential Allocations out of the Residential Allocation Pool established by the Specific Plan for the development of Phase A of the Project. The term "Residential Allocation" as used in the Agreement means an allocation of the right to construct residential units from the Residential Allocation Pool established by the Specific Plan. Once granted, the Residential Allocations for Phase AA1 shall extend until two (2) years from the Effective Date ("Phase A end of the Subphase Al Residential Allocation Term"). The City Manager may, in his or her sole—discretion, or the Extended Residential Allocation Date for Subphase Al, if applicable, and the Residential Allocations for Subphase A2 shall extend until the Phhase—Rend of the Subphase A2 Residential Allocation Term to a date dedor the Extended Residential Allocation Date for Subphase A2, if applicable.. The number of Residential Allocations granted hereunder shall be adjusted to the actual number of Phase A residential units approved by the City in consideration of Measure A1 Bond Fund obligations provided the Developer has at the time of such extension applied for a building permit for Phase "during the Subphase Al Residential Allocation Term and Subphase A2 Residential Allocation Term, or the Extended Residential Allocation Dates for Subphases Al and A2, if applicable. 4.2 Phase A Reservation of Excess Capacity. During the Phase ASubphase Al Residential Allocation Term; or the Extended Residential Allocation Date for Subphase Al, if applicable, and the Subphase A2 Residential Allocation Term or the Extended Residential 1/I4\328\311914G 1 5 165 Allocation Date for Subphase A2, if applicable., and so long as the respective Project Approvals remain in effect, City shall reserve 3164 units from the Downtown Dublin Specific Plan Development Pool for Developer's use in Phase A. In accordance with the Project's Measure A-1 Bond Funding requirements, Developer must start construction on Phase ASubphase Al of the Project within thr^^years from rip or to the d-ateexpiration of the City Council ,"^catedSubphase Al Residential Allocation Term or before the Measure A 1 Bond Funds to the Projcc*.Extended Residential Allocation Date for Subphase Al, if applicable. If Developer fails to comply with this_Measure A 1 Bond Fund obligation, or any of its obligations under this Agreement,the Excess Capacity reserved for Developer's use in Phase A, or any portion thereof,shall revert to the pool maintained by the City and will be available to other developers on a "first come,first served" basis. The number of units reserved hereunder from the Downtown Dublin Specific Plan Development Pool shall be adjusted to the actual number of Phase A residential units approved by the City during the Subphase Al Residential Allocation Term or the Extended Residential Allocation Date for Subphase Al,if applicable,and the Subphase A2 Residential Allocation Term or the Extended Residential Allocation Date for Subphase A2, if applicable. 4.3 Phase B Residential Allocations. As of the date of the City Manager's written approval of the Phase B affordability level plan as set forth in Section 3.1.2, City shall grant 4-64a number of units equal to 300 less the number of units developed in Phase A (i.e., approximately 136) Residential Allocations out of the Residential Allocation Pool established by the Specific Plan for the development of Phase B of the Project. Once granted, the Residential Allocations for Phase B shall extend for the remainder of the Phase ASubphase B1 Residential Allocation Term including any extensions granted pursuant to Section 4.1 ("Phase B or the Extended Residential Allocation Term"). The City Manager ,Date for good c;sc,Subphase B1, if applicable, and the Residential Allocations for Subphase B2 shall extend the Phase B Residential Allocation Term up to additional one (1) year beyo nd'until the expirationend of the Phase ASubphase B2 Residential Allocation Term or the Extended Residential Allocation Term, provided the Developer has at the time .,f such extension applied for a building n mitDate for Phase B and is otherwise in compliance with its obligations under this Agreement.Subphase B2, if applicable.. The number of Residential Allocations granted hereunder shall be adjusted to the actual number of Phase B residential units approved by the City during the Phase B Residential Allocation Term. 4.4 Phase B Reservation of Excess Capacity. During the Phase—BSubphase B1 Residential Allocation Term or the Extended Residential Allocation Date for Subphase B1, if applicable, and the Subphase B2 Residential Allocation Term or the Extended Residential Allocation Date for Subphase B2, if applicable, and so long as the respective Project Approvals remain in effect, City shall reserve 4.64a number of units from the Downtown Dublin Specific Plan Development Pool, in an amount equal to the number of Phase B 144\328\311014G 1 6 166 Residential Allocations granted pursuant to Section 4.3,for Developer's use in Phase B. If Developer fails to comply with its obligations under this Agreement, the Excess Capacity reserved for Developer's use in Phase B shall revert to the pool maintained by the City and will be available to other developers on a "first come,first served" basis. The number of units from the Downtown Dublin Specific Plan Development Pool granted hereunder shall be adjusted to the actual number of Phase B residential units approved by the City during the Subphase B1 Residential Allocation Term or the Extended Residential Allocation Date for Subphase B1, if applicable,and the Subphase B2 Residential Allocation Term or the Extended Residential Allocation Date for Subphase B2, if applicable. 4.5 Residential Allocation Terms and Extensions. The terms of the Residential Allocations pursuant to this Section 4 ("Residential Allocation Term") shall expire on the following dates: 4.5.1 Subphase A-1 Residential Allocation Term:The earlier to occur of(i)the deadline for commencement of construction pursuant to the Measure A-1 Bond program, as it may be extended by action of the County of Alameda, or(ii) December 31, 2024. 4.5.2 Subphase A-2 Residential Allocation Term: 30 months from the Effective Date. 4.5.3 Subphase B-1 Residential Allocation Term: 42 months from the Effective Date. 4.5.4 Subphase B-2 Residential Allocation Term: 54 months from the Effective Date. Notwithstanding the foregoing, upon the request of Developer for an extension of one or more of the Residential Allocation Terms for a period of one or more years, City Manager shall not unreasonably disapprove such request if the City Manager finds, in his or her reasonable discretion, all of the following: (i) Developer has diligently applied for funding reasonably available for the applicable Subphase in accordance with a financing plan reasonably acceptable to the City Manager,and (ii) Developer has obtained City approval of, or has submitted a complete application for, building permits for the applicable Subphase (the "Extended Residential Allocation Date"). 4-4.6 Limitation on City's Obligation.This Agreement shall not be construed to require the City to issue any Project Approvals to the Developer. City is solely required to reserve the Excess Capacity identified in Section 4 of this Agreement. Other than this obligation, nothing in this Agreement shall prevent the City from denying or conditionally approving any subsequent land use permit or authorization for the Project. All of City's applicable ordinances, resolutions, rules, regulations and official policies shall apply to the Project including, but not limited to, those governing the permitted uses of the Property, design and construction of the Project, density and intensity of use of the Project, and the maximum height, bulk and size of proposed buildings within the Project. 144\324\31101401 7 167 5. Amendment or Cancellation. This Agreement may be amended in writing from time to time by mutual consent of the Parties. If the Developer has not started construction on a Subphase of the Project prior to the expiration of the Residential Allocation Term for the applicable Subphase, or the Extended Residential Allocation Date for the Subphase, if applicable, either party may terminate this Agreement, by written notice to the other party; provided that this Agreement shall remain in full force and effect with respect to any Subphase for which construction has previously commenced. 6. Severability. The unenforceability, invalidity or illegality of any provisions, covenant, condition or term of this Agreement shall not render the other provisions unenforceable, invalid or illegal, unless a Party's consideration materially fails as a result. 7. Attorneys' Fees and Costs. If the City or Developer initiates any action at law or in equity to enforce or interpret the terms and conditions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs in addition to any other relief to which it may otherwise be entitled. If any person or entity not a party to this Agreement initiates an action at law or in equity to challenge the validity of any provision of this Agreement,the Parties shall cooperate in defending such action. Developer shall bear its own costs of defense as a real party in interest in any such action, and shall reimburse the City for all reasonable court costs and attorneys' fees expended by the City in defense of any such action or other proceeding. 8. Assignment. Developer may wish to sell, transfer or assign all or portions of the Property to other developers (each such other developer is referred to as a "Transferee"). In connection with any such sale, transfer or assignment to a Transferee, Developer may sell, transfer or assign to such Transferee its rights and obligations under this Agreement, so long as said transfer would not result in development of the Property in excess of the FAR permitted by the Project Approvals. No such transfer, sale or assignment of Developer's rights, interests and obligations hereunder shall occur without prior written approval by the City Manager. The City Manager shall consider and decide on any transfer, sale or assignment within ten(10) days after Developer's notice, provided all necessary documents, certifications and other information are provided to the City Manager to enable the City Manager to determine whether the obligations incurred by Developer pursuant to this Agreement will be fully satisfied. Upon its formation, Developer may assign this agreement BRIDGE Dublin 144\328\3 11 91 461 8 168 LLC (an affiliate of Developer) or a limited partnership in which BRIDGE Dublin LLC (or another LLC affiliate of Developer) is the general partnerNotwithstanding anything to the contrary contained herein, Developer shall have the right to sell,transfer or assign portions of the Property in connection with the development of any Subphase and partially assign its interest in this Agreement with respect to such Phase or Subphase to a limited partnership or limited liability company in which an affiliate of The Related Companies of California, LLC acts as a general partner or managing member without the consent of the City. 9. Notices. All notices required to be given to City under this Agreement shall be in writing and shall be addressed as follows: City of Dublin Attn: City Manager 100 Civic Plaza Dublin, CA 94568 Phone: (925) 833 6650 All notices required to be given to Developer under this Agreement shall be in writing and shall be addressed as follows: BRIDGE Dublin LLC The Related Companies of California, LLC Attn:Brad Wiblin, ExecutiveAnn Silverberg,Vice President 600 Calif.-..;a44 Montgomery Street, Suite 9001310 San Francisco, CA aCalifornia 94104 D (41 5) 321 3565 Email: bwiblin@bridgehousing.com or nsaxby@bridgehousing.com 10. Agreement is Entire Understanding. This Agreement constitutes the entire understanding and agreement of the Parties. This Agreement supersedes the Original Agreement, which shall be of no further force or effect upon the Effective Date of this Agreement. 11. Legal Authority. 11. Each individual executing this Agreement hereby represents and warrants that he or she has full power and authority under the entity's governing documents to execute and deliver this Agreement in the name of and on behalf of the company and to cause the entity to perform its obligations under this Agreement. 12. No Third-Party Beneficiaries. 144\323\3119146.1 9 169 This Agreement is made and entered into for the sole benefit of the Parties and their successors and assigns. No other persons shall have any right of action based upon any provision of this Agreement. IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed as of the date and year first above written. CITY: DEVELOPER: City of Dublin, BRIDGE DublinThe Related Companies of a municipal corporation California, LLC, a California limited liability company By: By: BRIDGE Housing Corporation, a California nonprofit public benefit Linda Smith, City Manager corporation, it gole member and manager Attest: Marsha Moore, City Clerk Brad Wiblin, Executive By: Approved as to form Name: Ann Silverberg Title: Vice President John D. Bakker, City Attorney 3869603.3 5299359.1 144\328\3 119146.1 10 170 Attachment 5 AMENDED AND RESTATED AFFORDABLE HOUSING ASSISTANCE AGREEMENT Amador Station Housing Project This Amended and Restated Affordable Housing Assistance Agreement("Agreement") is made and entered i as of September-21, 2021 , 2023,by and between the City of Dublin, a municipal corporation("City"), and BRIDCE Dublin") and The Related Companies of California, LLC, a California limited liability company_("Developer"). RECITALS A. Developer proposes to develop approximately 3.59 acres of vacant property located on the west side of Golden Gate Drive, north of Interstate 580, in the City of Dublin, designated as APN Nos. 941-2842-002-00 and 941-2842-004-00 (the "Property"). The Property is or will be divided into two portions designated as the "Phase A Site" and the "Phase B Site." B. Developer intends to develop the Property in twefour phases, with 136 apartment units to be constructed on the Phase A Site ("Phase A Project"), „approximately 164 apartment units to be constructed on the Phase A Site in the aggregate across two subphases, and approximately 136 apartment units to be constructed on the Phase B Site ("Phase " .in the aggregate across two subphases. C. City and BRIDGE Dublin LLC, a California limited liability company("Original Developer"�, have entered into a"Community Benefit Agreement"with respect to the Community Benefits to be provided by Original Developer in connection with respectthe Property. Pursuant to the Phase Project and the Phase B Project. The Community Benefit Agreement provides that,.City and Original Developer will terhave entered into than Affordable Housing Assistance Agreement dated as of September 21, 2021 with respect to the affordable housing obligations of each party for the Property. ("Original Agreement"). D. Original Developer has assigned its rights with respect to the Property and the Projects to Developer. City and the Phase B Proj ect.Developer have entered into a First Amended and Restated Community Benefit Program Agreement, dated concurrently with this Agreement, which amends and restates the parties' obligations pursuant to the Community Benefit Agreement. E. By this Agreement. City and Developer intend to amend and restate the Original Agreement, which shall be superseded by this Agreement and shall be of no further force or effect hereafter. NOW, THEREFORE, with reference to the foregoing recitals and in consideration of the mutual promises, obligations and covenants herein contained, City and Developer agree as follows: 1 171 1. Phase A Project. Developer will construct 136 apartment units on the Phase A Site, together with all associated landscaping, parking and associated improvements ("Phase A 2. Phase B Project. Developer will construct 164 apartment units on the Phase B Site, together with all associated landscaping, parking and associated improvements ("Phase B 1. Acquisition of Leasehold Interests. Developer will negotiate in good faith towards a Purchase and Sale Agreement and Joint Escrow Instructions for the assignment to Developer of long-term leasehold rights to the Property, consisting of the lessee's rights under the Ground Lease between the San Francisco Bay Area Rapid Transit District("BART") as lessor and CREA/Windstar Dublin 2.43 Acres, LLC, as lessee, dated March 10, 2006, as amended, and the Ground Lease between BART as lessor and CREA/Windstar Dublin 1.16 Acres, LLC, as lessee, dated March 10, 2006, as amended("Ground Lease Acquisition" 2. Project Phasing. Developer will construct on the Property two affordable rental housing developments consisting of a total of not less than 300 apartment units and all required on-site improvements necessary to serve the developments (the "Projects"). The two Projects will be constructed in four subphases (the "Subphases"). as depicted on Exhibit"A"hereto. The Projects will contain the following number of apartment units in each Phase: a. Phase A: Approximately 164 apartment units in two Subphases, Subphase Al and Subphase A2. Subphase Al is expected to contain 80-90 apartment units, and Subphase A2 is expected to contain 76-86 apartment units. b. Phase B: Approximately 1�partment units in two Subphases, Subphase B 1 and Subphase B2. Subphase B 1 is expected to contain 52-62 apartment units, and Subphase B2 is expected to contain 74-84 apartment units. 3. Design and Land Use Entitlements. a. Developer has concurrently prepared and submiUed, and will process all required applications for obtained the following City and governmental planning land use approvals and entitlements for the Phase A Project and Phase B Project. Projects: Site Development Permit, approved by the City Planning Commission on August 10, 2021. b. Developer will be responsible for the costs of due diligeHee,applying for and obtaining the following design, land use entitlement and permit applications, consultant and legal costs, and other predevelopment costs; provided that City Loan proceeds may be used to pay for a portion of such costs. permits for the Projects: Lot Line Adjustment, Building Permit, and Site Work Permit. 4. Construction and Permanent Financing. Developer will be responsible for obtaining all financing and equity investment funds required for the construction and permanent 2 172 financing of the Phase A Project and Phase B Project. Developer intends for the Phase A Project and the Phase B Project to each of the Projects. a. Each of the Projects and Subphases will be separately financed and constructed. The developer of each of the Projects and Subphases will be a limited partnership ("Project Owner") which will include The Related Companies of California, LLC ("Related"), or an affiliate thereof, as a general partner of the Project Owner. b. Developer intends to finance the Phase A Pro ec*fund the Subphase Al and Subphase A2 Projects with 4% Low Income Housing Tax Credits, multifamily housing bond financing,a-Affordable Housing and Sustainable Communities (AHSC) funding, City Loan,,loans from City's Affordable Housing Fund and Local Housing Trust Fund ("LHTF"), a County Loan, and other sources to be determined. c. Expected€mancingfunding sources for the Phase B Project are currently unknown. Following the construction closing of Phase A, a default by Developer under Phase B will not constitute a default under Phase A. Following the construction closing of Phase B, default by Developer under Phase A will not constitute a default under Phase B. 5. City LoanLoans. City will make atwo construction/permanent Moans to the Developer for the Phase A P,-.,sect in the Subphase Al and Subphase A2 Projects in the total amount of$10,400,000 ("City Loans"). One City Loan for each Subphase will be made from City's Affordable Housing Funds, in the combined total amount of$7,100,000 ("City Loan"). The City Loan AHF Loans"), and the other City Loan for each Subphase will be made from the LHTF grant to be obtained by City from the California Department of Housing and Community Development("HCD"), in the combined total amount of$3,300,000 ("City LHTF Loans"). City and Developer will enter into a mutually acceptable Affordable Housing Loan Agreement which sets forth the terms and conditions of the City Loans, and attaches the form of the Promissory Notes, Deeds of Trust and Regulatory Agreements for the Predevelopment Loan and each Subphase. The Developer may request a specific allocation of the City Loans between Subphases Al and A2, subject to reasonable approval of the City. a. Predevelopment Loan i. Up to the total amount of$4,300,000 of the City Loans will be disbursed to Developer as predevelopment financing to be used solely for ground lease rent prepayment and other required costs of the Ground Lease Acquisition(the "Predevelopment Loan"). Funding of the Predevelopment Loan is contingent upon City's reasonable approval of the Ground Lease Acquisition terms and documentation. ii. The Predevelopment Loan will accrue interest at 3%per annum; each reduce their loan interest rate to below unless the County of Alameda and California Department of Housing Community Development per annum, in which case the City Loan. iii. The term of the Predevelopment Loan will be equal to the later of (i) the Subphase A2 Residential Allocation Term pursuant to Section 4.1 of the First Amended and Restated Community Benefit Program Agreement, or (ii)the Extended Residential 3 173 Allocation Date for Subphase A2 pursuant to Section 4.5 of the First Amended and Restated Community Benefit Programgreement, if applicable. . iv. The Predevelopment Loan will be rolled into construction to permanent loans for one or more of Subphases Al and A2 (the "City Loans"). Currently it is anticipated the Predevelopment Loan will be allocated to the City Loans on a pro rata basis based on the number of apartment units in each Subphase which will assume a portion of the Predevelopment Loan(i.e., if there are 80 units in Subphase Al and 86 units in Subphase A2, the Subphase Al City Loans would be allocated 48% of the Predevelopment Loan and the Subphase A2 City Loans would be allocated 52% of the Predevelopment Loan) provided, however the City may agree to any alternative method of allocating the Predevelopment Loan across Subphases Al and A2 as may be reasonably proposed by Developer. v. The term of the Predevelopment Loan will be set forth in a Promissory Note to be made by Developer to City upon the closing of the Predevelopment Loan. vi. The Predevelopment Loan Promissory Note will be secured by a Deed of Trust to be recorded against Developer's leasehold rights in the full Property as a first priority lien, and an assignment of Developer's rights to plans and studies for the Projects (the "Assignment"). viii. A Regulatory Agreement will be recorded against Developer's leasehold rights in the full Property. The Property-wide Regulatory Agreement will be superseded by Subphase-specific Regulatory Agreements at the financial closing for each Subphase. ix. The Deed of Trust and Assignment shall be subordinated to financing approved by the City(in each case, a "Senior Lien") if the Developer demonstrates to the City's reasonable satisfaction that senior financing secured by a lien on the Developer's leasehold rights in the Property is necessary during the Predevelopment Loan term to ensure the viability of the Projects, and that subordination of the Deed of Trust and Assignment is necessary to secure such financing. x. If the construction financing and City Loans for either or both of Subphases Al and A2 have not closed as of the expiration of the term of the Predevelopment Loan, as it may be extended, Developer will convey its remaining leasehold interests in the Property to City in lieu of repayment of the balance of the Predevelopment Loan and the Predevelopment Loan shall be deemed satisfied in full and Developer shall be deemed to be released from all obligations or liability with respect to this Agreement and the Predevelopment Loan. b. City Loans i. The City Loans are currently, anticipated to be allocated pro rata to the Subphase Al and Subphase A2 Projects based upon the number of apartment units in each (i.e., if there are 80 units in Subphase Al and 86 units in Subphase A2, 48% or$4,992,000 would be allocated to the Subphase Al City Loans and 52% or$5,408,000 would be allocated to the Subphase A2 City Loans). The amount of the City Loans for Subphase Al and Subphase A2 4 174 will each include the assumption of a pro rata portion of the Predevelopment Loans. The City will determine in its discretion what portion of the City Loans will be City AHF Loans and what portion will be City LHTF Loans. The Developer may request a different allocation of the City Loans between Subphases Al and A2, subject to reasonable approval of the City. ii. The City Loans will accrue interest at the same per annum rate set by the California Department of Housing Community Development for the Phase A Project. The term of the City Loan r 3%per annum. iii. The terms of City Loans will be the earlier of(i) the fifty-seventh (57th) anniversary of the City Loan origination date for the applicable Subphase, or(ii)the fifty- fifth(55th) anniversary of the date that City issues a Certificate of Occupancy for the Phase A Preject.applicable Subphase. iv. The City LoanLoans will be repaid through Developer's the applicable Project Owner's payment of a mutually determined percentage of the residual receipts of the applicable completed Phase A Project. The Phase A ProjectSubphase. 50% of the applicable Subphase residual receipts will be allocated on a pro rata basis between the City LoanLoans, the County Loan and other governmental loans to the Phase A Proj ectsuch Subphase which are to be paid through residual receipts. v. The terms of theeach City Loan will be set forth in a Promissory Note to be providedmade by Dev the applicable Project Owner to City atupon the financial closing of the City Loan for the Phase A Project. Theapplicable Subphase. vi. Each City Loan Promissory Note will be secured by a Deed of Trust to be recorded against theapplicable Project Owner's ground leasehold interest in the Property. Theapplicable Subphase. vii. A Regulatory Agreement between City and the applicable Project Owner will also be recorded against the ground leasehold interest in the applicable Property. The for each Subphase. vii. Each City Loan, Deed of Trust, and Regulatory Agreement will be nonrecourse, and will be subordinate to the primary construction and permanent loanloans for the Phase oject. Theapplicable Subphase. There will be no cross-collateralization of loans between Subphases. ix. Each City Loan will be disbursedclosed at the construction loan closing for the applicable Subphase, contingent on Dev the applicable Project Owner's receipt of building permits and all other required City approvals for the Phase A Prejeetapplicable Subphase, closing of all other construction financing, and other standard conditions. City and Developer shall enter into a mutually acceptable Affordable Housing Loan Agreement which sets forth the terms and conditions of the City Loan, and attaches the form of the Promissory Note, Deed of Trust and Regulatory Agreement for the Phase A Project. 6. County Lan. Al Bond Assistance. 5 175 a. City will allocate $2,900,000 of its share of the Alameda County ("Counter)Al Bond Program funds to be loaned to the Phase ASubphase Al Project ", or if requested by Developer, and deemed acceptable by the City Manager, the Subphase A2 Project, if permitted by the timing and other applicable requirements of the County Loan"). Alameda Al Bond Program ("County( Loan"). County will be responsible for making and administering the County Loan. b. City will enter into an Intercreditor Agreement with County which sets forth the procedure for allocation of residual receipts to the Subphase Al City LeanLoans and County Loan, and the-provides for the lien priority of the Subphase Al City Loan DeedDeeds of Trust and County Loan Deeddeed of trust to be on parity. c. In the event that Developer does not or is otherwise unable to commence construction on the Subphase Al Project prior to the end of the Subphase Al Residential Allocation Term or the Extended Residential Allocation Date for Subphase Al, if applicable, City may reallocate the $2,900,000 share of the County Al Bond Program funds to a different affordable housing project selected by City in its sole discretion. d. City does not commit to allocate any of the County's Al Bond Program funds for the Subphase B1 and Subphase B2 Projects. 7. No City Commitment of Financial Assistance for Phase B Proj ect.Subphase B1 and Subphase B2. City does not make any commitment of financial assistance for the Phase B Project. City does not commit to allocate any of its share of the Alameda County Al Bond Program funds for the Phase B Proj Subphase B1 and Subphase B2 Projects. 8. Density Bonus. Developer has requested and obtained a density bonus for the combined Phase A Project and Phase B Pro eetProjects, for the purpose of obtaining certain benefits including a parking ratio lower than normally applicable City parking requirements as permitted under Government Code Section 65915(p). The requirement of the density bonus law to restrict the income and rents of designated affordable units will be satisfied by the Regulatory Agreements described in pemgraphsparagraph 9-an 9 below. 9. Phase A Project Affordable Housing. Requirements. Each Project Owner will restrict allthe affordability of the apartment units in the Phase A Project Projects ("Affordable Units") as follows: a. Subphases Al and A2: 100% of units (except for tweup to four manager's units)aswill be affordable Units"). Affordable ble Units will be at the extremely low toyy low income and lower income levels, with an average income level of no greater than 43 percent60?/o of Area Median Income. Tcirc levels of the Phase A Affordable Units will be ("AMI"). b. Subphases B 1 and B2: 100% of units (except for manager's units) will be affordable at the very low income, lower income, and moderate income levels, with an average of 80% of AMI. 6 176 c. The Subphase Al and Subphase A2 Projects will be required to restrict a minimum number of units at or below 30% of AMI in accordance with the requirements of theSection 105 of the LHTF Guidelines as adopted by HCD. Pursuant to Section 105 of the LHTF Guidelines, 30% of the LHTF program funds and matching funds (at least $2 million) must be used to develop units for tenants at 30%AMI or below. d. The rent levels of the Affordable Units will be in accordance with the requirements of City's Inclusionary Housing Ordinance, Municipal Code Chapter 8.68, testate density bonus law requirements.Developer, and other affordable housing requirements of the funding sources for the Projects. e. Each Project Owner and City will enter into and record at the financial closing, prior to issuance of building permits for a Subphase, a Regulatory Agreement; which sets forth the affordable housing obligations and other requirements for operation of the Phase applicable Subphase and its Affordable Units. f. The term of each Regulatory Agreement will be 55 years from the date of issuance by City of a Certificate of Occupancy for the applicable Subphase. 10. Permanent Supportive Housing Requirements. Developer will use reasonable, good faith efforts to obtain funding sufficient to provide for 40 to 66 permanent supportive housing"PSH"units within one or more of the Subphases. The total number of PSH units, and the allocation of PSH units to specific Subphases, will be subject to the reasonable approval of the parties, and subject to the timing and availability of funding sources. Each applicable Project and Affordable Units. The term of the Regulatory Agreement will be 55 years from the date of issuance by City of a Certificate of Occupancy for the A Project. Upon occupancy of the Phase A Project, DeveloperOwner shall fully furnish any such PSH units, at its sole cost and expense, a minimum of 41 ,,nits for homeless persons, at-risk ofbecoming homelespersens, and persons ithspecilneedswith necessary and appropriate appliances, furniture, and basic kitchenware/dishes. apartment units in the Phase B Project(except for two manager's units) as affordable housing ("Affordable Units"). The income level of the Phase B Affordable Units will be no greater than the moderate income level, with the specific number of units at each income level to be reasonably determined by mutual agreement of Developer and the City Manager. The rent levels of, and reporting requirements for, the Phase B Affordable Units shall be reasonably determined by mutual agreement of Developer and the City Manager, which may include reporting, rental rates, and selection criteria consistent with City housing programs. Developer and City will enter into and record prior to issuance of building permits a Regulatory Agreement, which sets forth the affordable housing obligations and other requirements for operation of the Phase B Project and Phase B Affordable Units. The term of the Regulatory Agreement will be 55 years from the date of issuance by City of a Certificate of Occupancy for the Phase B Project. 10. Phase B Projcct Affordable Housing. Developer will restrict all of the 177 11. Formation of Dcvcloper Entity. Developer intends to form one or more limited partnerships or other entities to serve as the developer of the Phase A Project and Phase B Project. BRIDGE managing member or Dublin, LLC or an affiliate will be the general partner, principal of each Developer entity. Developer's obligations under this Agreement may be assigned to such entity or entities or to BRIDGE Dublin LLC or an affiliate thereof. 12 11. Amendment or Cancellation. This Agreement may be amended in writing from time to time by mutual consent of the Parties. If the Developer has not started construction on a Subphase of the Project prior to the expiration of the applicable Residential Allocation Term or before the Extended Residential Allocation Date for such Subphase, if applicable, either party may terminate this Agreement,by written notice to the other part provided that this Agreement shall remain in full force and effect with respect to the Subphases that have previously commenced construction. 13 12. Severability. The unenforceability, invalidity or illegality of any provisions, covenant, condition or term of this Agreement shall not render the other provisions unenforceable, invalid or illegal,unless a Party's consideration materially fails as a result. 4-413. Attorneys' Fees and Costs. If the City or Developer initiates any action at law or in equity to enforce or interpret the terms and conditions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs in addition to any other relief to which it may otherwise be entitled. If any person or entity not a party to this Agreement initiates an action at law or in equity to challenge the validity of any provision of this Agreement, the Parties shall cooperate in defending such action. Developer shall bear its own costs of defense as a real party in interest in any such action, and shall reimburse the City for all reasonable court costs and attorneys' fees expended by the City in defense of any such action or other proceeding. X14. Notices. All notices required to be given to City under this Agreement shall be in writing and shall be addressed as follows: City of Dublin Attn: City Manager 100 Civic Plaza Dublin, CA 94568 All notices required to be given to Developer under this Agreement shall be in writing and shall be addressed as follows: BRIDGE Dublin LLC The Related Companies of California, LLC Attn: Brad Wiblin, ExecutiveAnn Silverberg, Vice President 600 C o f fni,n 4 Montgomery Street, Suite 9881310 San Francisco, CA 9410894104 8 178 1-615. Agreement is Entire Understanding. This Agreement constitutes the entire understanding and agreement of the Parties. This Agreement amends and restates the Original Agreement, which is hereby superseded by this Agreement and shall be of no further force or effect hereafter. 1-716. Legal Authority. Each individual executing this Agreement hereby represents and warrants that he or she has full power and authority under the entity's governing documents to execute and deliver this Agreement in the name of and on behalf of the company and to cause the entity to perform its obligations under this Agreement. 4-817. No Third-Party Beneficiaries. This Agreement is made and entered into for the sole benefit of the Parties and their successors and assigns. No other persons shall have any right of action based upon any provision of this Agreement. 1-918. No Performance Guaranty. This Agreement is not intended to obligate the Developer to construct a phase, until such time as the applicable phase is fully funded, the construction financing for such phase has been closed by Developer and Developer has commenced construction. 9 179 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date and year first above written. CITY: BRIDGE Dublin LLC, City of Dublin, a California limited liability company a municipal corporation By: BRIDGE Housing Corporation, a California nonprofit public benefit corporation, its solo member and manager Linda Smith, City Manager B Attest: Brad Wibmr Executive ice President Marsha Moore, City Clerk Approved as to form: John D. Bakker, City Attorney DEVELOPER: The Related Companies of California, LLC, a California limited liability company Ann Silverberg, Vice President 10 180 EXHIBIT A PHASING MAP [To Be Attachedl ENTRY DR a PHASE B2 (030 Acres) li PHASE Al • j (0.63 Acres) tt �.._.._.._.._._.._.._.._.._._._.._.._.._,._._.. w IZ PHASE Bl (0 76 Acres) PHASE A2 (0.64 Acres) _ L.._..�._.._.._.._.._..�._.._.._..�,.�._.._.._.,_.._..J �...—.._.._.._.._.._.._.._.._..J r BART i PLAZA 5258453.6 11 181 Attachment 6 'l! Agenda Item 7. I DUBLIN STAFF REPORT CALIFORNIA CITY COUNCIL DATE: September 21, 2021 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager SUBJECT: Amador Station Community Benefit Program Agreement and Affordable Housing Assistance Agreement (PLPA-2021-00019) Prepared by.•Kristie Wheeler, Assistant Community Development Director and Hazel L. Wetherford, Economic Development Director EXECUTIVE SUMMARY: The City Council will consider approval of a Community Benefit Program Agreement and Affordable Housing Assistance Agreement with BRIDGE Dublin LLC for the development of 300 units of affordable housing on a 3.6-acre site located on Golden Gate Drive adjacent to the West Dublin/Pleasanton BART Station within the Downtown Dublin Specific Plan Transit- Oriented District. A Community Benefit Program Agreement is required in order to allocate units from the Downtown Dublin Specific Plan's Development Pool. The Site Development Review Permit for the project was unanimously approved by the Planning Commission on August 10, 2021. STAFF RECOMMENDATION: Adopt the Resolution Approving the Community Benefit Program Agreement and Affordable Housing Assistance Agreement Between the City of Dublin and BRIDGE Dublin LLC. FINANCIAL IMPACT: Funding to support construction of Phase A of the proposed affordable housing project will be provided from the City's Affordable Housing Fund, which includes fees paid to the City by developers to comply with the City's Inclusionary Zoning Regulation, and by Alameda County Measure A-1 Bond funds. Page 1 of 5 182 DESCRIPTION: Background BRIDGE Housing is proposing a two-phase project on a vacant 3.6-acre site which is located adjacent to the West Dublin/Pleasanton BART station at 6501 Golden Gate Drive as shown in Figure 1. The property is bound by I-580 to the south, the future 499-unit Avalon West project (formerly the St. Patrick Way Residential project) to the west, the Connolly Station residential community to the north, and Golden Gate Drive to the east. Figure 1.Location Map V••• Avalon West .% � . SUBJECT (Future) PROPERTY 5[Dy p1 The project site is located in the Transit-Oriented District of the Downtown Dublin Specific Plan (DDSP) as shown in Figure 2. Figure 2:Transit-Oriented District/Vicinity Map . .' ii • ' .- • I g wr. eJ ar Transit-Oriented District Subject Property West Dublin BART Page 2 of 5 183 The DDSP identifies a pool of 2,500 residential units that maybe constructed in the DDSP area. As part of the proposed project, the applicant is required to enter into a Community Benefit Program Agreement in exchange for using units from the Development Pool. Since the establishment of the pool, 783 units have been constructed, 499 units have been approved and 422 units have been reserved. There are 796 units remaining in the pool as shown in Table 1. Table 1. DDSP Residential Development Pool Project Address Units Status Total Units in Development Pool 2,500 Connolly Station 7550 St. Patrick Way 309 Approved 2012 - complete Aster (Bay West) 7544 Dublin Blvd. 313 Approved 2013 - complete Valor Crossing (Eden) 6707 Golden Gate Dr. 66 Approved 2013 - complete The Perch (Trumark Homes) 7144 Regional St. 60 Approved 2015 - complete Avesta Development 7601 Amador Valley Blvd. 35 Approved 2016 - complete St. Patrick Way 6700 St. Patrick Way 499 Approved 2018* Regional Street (Eden) 6543 Regional St. 114 Reserved July 2020 Amador Station (proposed project) Golden Gate Drive 308 Reserved April 2021 Total Approved/Reserved Units (1,704) Remaining Units 796 *Building permit currently under review and expected to be issued before the end of the year. On April 20, 2021, the City Council adopted Resolution No. 36-21 appropriating $7.1 million from the City's Affordable Housing Fund and authorizing the commitment of$2.9 million in Alameda County Measure A-1 funds to BRIDGE Housing for 136 units (Phase A of the proposed project). This came in response to BRIDGE Housing's Notice of Funding Availability proposal for the creation of affordable rental housing. In addition, the City Council authorized the reservation of up to 308 residential units from the DDSP Development Pool and provided feedback on the negotiated deal points for a Community Benefit Program Agreement. Upon submittal of the Site Development Review Permit application, BRIDGE Housing reduced the number of units to 300. The City Council directed Staff to proceed with processing the project entitlements for consideration by the Planning Commission and prepare a Community Benefit Program Agreement for the City Council to consider. BRIDGE Housing applied for and received Site Development Review Permit approval by the Page 3 of 5 184 Planning Commission on August 10, 2021, pending approval of the Community Benefit Program Agreement by City Council. The Planning Commission Staff Report is included as Attachment 4. Proposal BRIDGE Housing is seeking 300 units from the residential development pool. In exchange for this allocation, BRIDGE agreed to provide the following benefits to the City, which were outlined in the April 20, 2021 City Council Staff Report (Attachment 5), and are memorialized in the Community Benefit Program Agreement under consideration by the City Council: • The applicant will build an affordable housing project in two phases. At a minimum, Phase A of the project will include 136 units (excluding two property manager's units) that are affordable to households earning an average of no greater than 43% area median income (AMI), and Phase B will include the remaining 164 units (excluding two property manager's units) that are 100% affordable and may include moderate-income units. • The applicant will, upon occupancy of Phase A of the project, fully furnish, at its sole cost and expense a minimum of 41 units for homeless persons, persons at risk of becoming homeless, and persons with special needs, with appropriate appliances, furniture, and basic kitchenware/dishes. • The applicant will, prior to occupancy of Phase A of the project, construct a warm shell of at least 2,200 square feet of a ground floor cafe or similar use in the project. • The applicant will, prior to occupancy of Phase A of the project, provide plaza enhancements to improve pedestrian access to the connection of the West Dublin/Pleasanton BART station to the satisfaction of BART and the City Manager. • Any affordable housing credits created by virtue of the construction of affordable housing for Phase A of the project (136 units) shall accrue to the City. Any affordable housing unit credits created by virtue of the construction of Phase B of the project (remaining 164 units) will be shared with the applicant to assist with the financing of the project, if needed. These credits will be limited to the applicable category from which they are created. If the credits are not needed to finance the project, then all the credits shall accrue to the City. Any credits the applicant receives will not be allowed for use within the DDSP area until the City has exhausted its own credits. In addition to the Community Benefit Program Agreement, an Affordable Housing Assistance Agreement has been prepared for the project, which sets forth the terms of the City loan for Phase A and the affordable housing requirements for the project. Prior to issuance of building permits for each phase of the project, a Regulatory Agreement will be recorded establishing the affordable housing obligations and other requirements for operation of the Page 4 of 5 185 project and affordable units. The term of the Regulatory Agreement will be 55 years from the date the City issues a Certificate of Occupancy for the project. The City Council Resolution approving the Community Benefit Program Agreement is included as Attachment 1, the Community Benefit Program Agreement is included as Attachment 2, and the Affordable Housing Assistance Agreement is included as Attachment 3. STRATEGIC PLAN INITIATIVE: Strategy 3: Create More Affordable Housing Opportunities Objective A: Facilitate production of affordable housing for lower income seniors, workforce and special needs households by leveraging the Alameda County Measure A-1 Bond funds and the City's Affordable Housing Fund. NOTICING REQUIREMENTS/PUBLIC OUTREACH: Two City-led Community Meetings were held on June 30 and July 1, 2021, to provide Dublin residents with information about the proposed Amador Station residential project. No residents attended the meeting on June 30, and one resident attended the meeting on July 1 along with four members of the applicant's team. Staff provided a presentation that included an overview of the new Community Meeting concept, the City's development review process, and the proposed project. Questions were asked about proposed parking and on-site services available to address resident issues (e.g., substance abuse and/or mental health issues). A Planning Application sign was posted on the project site and the project was also included on the City's development projects webpage. A copy of this Staff Report has been provided to the Applicant. ATTACHMENTS: 1) Resolution Approving a Community Benefit Program Agreement and Affordable Housing Assistance Agreement between the City of Dublin and BRIDGE Dublin LLC. 2) Exhibit A to the Resolution - Community Benefit Program Agreement 3) Exhibit B to the Resolution -Affordable Housing Assistance Agreement 4) Planning Commission August 10, 2021 Staff Report (without attachments) 5) City Council April 20, 2021 Staff Report (without attachments) Page 5 of 5 186 DUBLIN CALIFORNIA 7. 1 - Amador Station First Amended and Restated Community Benefit Program Agreement and Amended and Restated Affordable Housing Assistance Agreement February 21 , 2023 City Council IM ProjectLocation •#a1 y �`pV Lti . c1 Transit ri nt d District; ; , L Subject , .___________________________________________________ 188 Background • August 10, 2021 — Planning Commission — Approved SDR for 300 affordable units in two phases • September 21 , 2021 — City Council — Community Benefit Program Agreement (CBA) • Allocated 300 units from Development Pool — Affordable Housing Assistance Agreement (AHAA) • Allocated funds to first phase (136 units) • $7.1M City Affordable Housing Funds • $2.9M Alameda County Measure A-1 Bond Funds 21 Proposal • Amend the CBA and AHAA: — Transfer Agreements to Related Companies of CA — Phasing and affordability — Timing of unit allocations from Development Pool — Allocation of Affordable Housing Funds and A-1 Bond Funds — $4.3M Predevelopment Loan — $3.3M Local Housing Trust Fund Grant ri _ - - ;90 ProjectPhasing .irr rin i . . . - . Phase A Phase B Phase Al Phase A2 Phase B1 Phase B2 TOTALS IJ1[ .iuin 136 164 80-90 76-86 52-62 74-84 300 $7.1 M $0 $3.4 M* $3.7 M* $0 $0 $7.1 M $2.9 M $0 $2.9 M $0 $0 $0 $2.9 M $0 $0 $1.6 M $1.7 M $0 $0 $3.3 M 120% or less • • •I . 43% AMI AMI 60% AMI 60% AMI 80% AMI 80% AMI -- *Funds planned to be allocated to each phase on a pro rata basis. 191 PhasingPI n a Original Phasing Plan Proposed Phasing Plan jl i i x I' + PHAS E 82 I j PHASE Al - PHASE B PHA SEA A PHASE B1 I i° PHASE A2 rf 1 L - ____ { WT 11 1 'Ii -.` � f'LAIx I. •-`` Sy , HAMMER MEAD p ..- ••-_ -+�.. WRHEAp❑R .ti..r FF 192 Development Pool Allocation • Subphase Al — December 31 , 2024 • Subphase A2 — 30 months from effective date • Subphase Bi — 42 months from effective date • Subphase B2 — 54 months from effective date • Deadlines can be extended by City Manager 193 CBA Amendments • Transfer Agreement to The Related Companies of California, LLC • Revised phasing and affordability levels • Unit allocation and timing from Development Pool • Dog relief area moved from BART Plaza to project site • Flexibility for Permanently Supportive Housing • Cancellation clause added ri _ - - 194 AHAA Amendments • Transfer Agreement to The Related Companies of California, LLC • Negotiate long-term leasehold rights to property • Revised phasing and affordability levels • Flexibility w/ allocation of City loans to phases • Flexibility w/ allocation of A-1 Bond Funds • Ability to reallocate A-1 Bond Funds to another project. ri195 AHAA Amendments • $4.3M Predevelopment Loan • Flexibility for Permanently Supportive Housing • Cancellation clause added 196 Recommendation • Adopt the Resolution Approving the First Amended and Restated Community Benefit Program Agreement and an Amended and Restated Affordable Housing Assistance Agreement Between the City of Dublin and The Related Companies of California, LLC. 197 DUBLIN CALIFORNIA