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HomeMy WebLinkAboutPC Reso 10-42 Dev Agmt for Dublin Station, Site C Avalon Bay Comm RESOLUTION NO. 10 - 42 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF DUBLIN RECOMMENDING THAT THE CITY COUNCIL ADOPT AN ORDINANCE APPROVING A DEVELOPMENT AGREEMENT FOR DUBLIN STATION, SITE C, DUBLIN TRANSIT CENTER, AVALON BAY COMMUNITIES PA 06-060 WHEREAS, a request has been made by Avalon Bay Communities, ("Applicant") for approval of a Development Agreement for the property known as Dublin Station, Site C, Dublin Transit Center, an area of approximately 7.21 acres (PA 06-060); and WHEREAS, Development Agreements are required as an implementing measure of the Eastern Dublin Specific Plan; and WHEREAS, Site C within the Dublin Transit Center (PA 06-060) is in the Eastern Dublin Specific Plan Area; and WHEREAS, the project site generally is located north of the East Dublin BART Station, east of Iron Horse Trail, generally west of Iron Horse Parkway, and immediately south of Campbell Green within the previously approved Dublin Transit Center; and WHEREAS, the Dublin Transit Center project (PA 00-013) was approved by the City Council on December 3, 2002, by Ordinance 21-02 adopting a PD-Stage 1 Planned Development. The Stage 1 Planned Development Rezone provided for various land uses including the development of 1,500 units; and WHEREAS, the Applicant has applied for a Stage 1 Development Plan amendment and Stage 2 Development Plan in accordance with Dublin Zoning Ordinance, Section 8.32; and WHEREAS, the Applicant has applied for Site Development Review and Vesting Tentative Tract Map to develop 486 units, 11,582 square feet of retail/commercial use and leasing and amenity space on Site C of the Dublin Transit Center; and WHEREAS, the complete application submitted is available and on file in the Community Development Department; and WHEREAS, the California Environmental Quality Act (CEQA), together with State guidelines and City environmental regulations require that certain projects be reviewed for environmental impacts and that environmental documents be prepared; and WHEREAS, Staff has recommended that the project be found exempt from CEQA pursuant to Government Code section 65457 for residential projects that are consistent with a specific plan. The Project proposes to transfer 78 units from Dublin Transit Center Site A and 3 units from Site B to Site C. The sites are designated High Density Residential and have been planned for intensive urban residential development in the General Plan and Eastern Dublin Specific Plan. The Project is within the scope of the Final Environmental Impact Report for the 1 Dublin Transit Center General Plan Amendment, Eastern Dublin Specific Plan Amendment, Stage 1 Planned Development Zoning, Tentative Parcel Map, and Development Agreement (SCH 2001120395) which was certified by City Council Resolution No. 215-02 dated November 19, 2002. This recommendation is based on a determination that there are no substantial changes to the project or its circumstances, and no substantial new information that would require preparation of a Supplemental EIR; and WHEREAS, the proposed Development Agreement is attached to this resolution as Exhibit A to the Ordinance; and WHEREAS, the Planning Commission did hold a public hearing on the application on September 14, 2010; and WHEREAS, proper notice of the public hearing was given in all respects as required by law; and WHEREAS, a Staff Report was submitted recommending that the Planning Commission recommend that the City Council approve the Development Agreement; and WHEREAS, the Planning Commission did hear and use their independent judgment and considered the prior certified EIR, and all said reports, recommendations, and testimony hereinabove set forth. NOW, THEREFORE, BE IT RESOLVED THAT the City of Dublin Planning Commission does hereby make the following findings and determinations regarding the Development Agreement: 1. The Agreement is consistent with the objectives, policies, general land uses and programs specified in the Eastern Dublin Specific Plan/General Plan in that: a) the Eastern Dublin Specific Plan/General Plan land use designation for the subject site is High Density Residential, and that the Developer's project is consistent with that designation; b) the project is consistent with the fiscal policies in relation to provision of infrastructure and public services of the City's Eastern Dublin Specific Plan/General Plan; c) the Agreement sets forth the rules the Developer and City will be governed by during the development process which is required by the Eastern Dublin Specific Plan and the Mitigation Monitoring Programs of the Dublin Transit Center EIR. 2. The Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use districts in which the real property is located in that the project approvals include Planned Development Rezone, Site Development Review, and Vesting Tentative Map. 3. The Agreement is in conformity with public convenience, general welfare and good land use practice in that the Developer's project will implement land use guidelines set forth in the Eastern Dublin Specific Plan/General Plan. 4. The Agreement will not be detrimental to the health, safety and general welfare in that the development will proceed in accordance with the Agreement and any Conditions of Approval for the Project. Page 2 of 3 5. The Agreement will not adversely affect the orderly development of the property or the preservation of property values in that the development will be consistent with the City of Dublin Eastern Dublin Specific Plan/General Plan. BE IT FURTHER RESOLVED THAT the City of Dublin Planning Commission does hereby recommend that the City Council adopt an Ordinance approving the Development Agreement between the City of Dublin and Avalon Bay Communities for the Dublin Station, Site C, Dublin Transit Center project (PA 06-060) which is included in Exhibit A and the Development Agreement is attached as Exhibit B. PASSED, APPROVED AND ADOPTED this 14th day of September 2010. AYES: King, Swalwell, Wehrenberg NOES: ABSENT: Brown, Schaub ~ ABSTAIN: Plahning Commksion Ch irperson ATTEST: Planning Manager 1509379 G:IPA#12006106-060 Dublin Transit Center Site CIPC Mtg 8.10.101PC Reso-DA Avalon Bay.doc Page 3 of 3 ORDINANCE NO. XX - 10 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING A DEVELOPMENT AGREEMENT FOR DUBLIN STATION, SITE C, DUBLIN TRANSIT CENTER BETWEEN THE CITY OF DUBLIN AND AVALON BAY COMMUNITIES PA 06-060 THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLOWS: Section 1. RECITALS A. The proposed project known as Dublin Station, Site C, Dublin Transit Center is located within the boundaries of the Eastern Dublin Specific Plan, and is included in the approval for Planned Development under PA 06-060. B. A Development Agreement for Dublin Station, Site C, Dublin Transit Center between the City of Dublin and Avalon Bay Communities ("Developer") has been presented to the City Council, Exhibit A, attached hereto. C. Pursuant to the California Environmental Quality Act (CEQA), development of the Dublin Station, Site C, Dublin Transit Center property has been analyzed in the Final Environmental Impact Report for the Dublin Transit Center General Plan and Specific Plan amendment, which was certified by the City Council by Resolution No. 215-02 dated November 19, 2002 (hereafter "Dublin Transit Center" Environmental Impact Report or EIR (SCH 2001120395)). The proposed project is exempt from further CEQA review pursuant to Government Code section 65457 for residential projects consistent with a specific plan for which an EIR was certified. The project proposes development of 486 residential units with ancillary retail, leasing and amenity space, consistent with the Eastern Dublin Specific Plan. D. A public hearing on the proposed Development Agreement was held before the Planning Commission on September 14, 2010 for which public notice was given as provided by law. E. The Planning Commission has made its recommendation to the City Council for approval of the Development Agreement by Resolution 10 - XX. F. A public hearing on the proposed Development Agreement was held before the City Council on XXX, 2010 for which public notice was given as provided by law. G. The City Council has considered the recommendation of the Planning Commission, including the Planning Commission's reasons for its recommendation, the certified Dublin Transit Center EIR, the Agenda Statement, all comments received in writing, and all testimony received at the public hearing. EXHIBIT A TO ATTACHMENT 7 Section 2. FINDINGS AND DETERMINATIONS Therefore, on the basis of (a) the foregoing Recitals which are incorporated herein, (b) the City of Dublin General Plan, (c) the Eastern Dublin Specific Plan, (d) the Dublin Transit Center EIR, (e) the Agenda Statement, and on the basis of the specific conclusions set forth below, the City Council finds and determines that: 1. The Development Agreement is consistent with the objectives, policies, general land uses and programs specified and contained in the City's General Plan, as amended by the Dublin Transit Center General Plan Amendment, and in the Specific Plan in that: (a) the General Plan and Specific Plan land use designation for the site is High Density Residential, (b) the proposed project is consistent with the designated land use, (c) the project is consistent with the fiscal policies of the General Plan and Specific Plan with respect to the provision of infrastructure and public services, and (d) the Development Agreement includes provisions relating to vesting of development rights, and similar provisions set forth in the Specific Plan. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use districts in which the real property is located in that the project approvals include, Stage 1 Development Plan Amendment and Stage 2 Development Plan, Site Development Review, and Vesting Tentative Map. 3. The Development Agreement is in conformity with public convenience, general welfare, and good land use policies in that the Developer's project will implement land use guidelines set forth in the Specific Plan and the General Plan which have planned for High Density Residential, and infrastructure uses at this location. 4. The Development Agreement will not be detrimental to the health, safety and general welfare in that the Developer's project will proceed in accordance with all the programs and policies of the Eastern Dublin Specific Plan. 5. The Development Agreement will not adversely affect the orderly development of property or the preservation of property values in that the project will be consistent with the General Plan and with the Eastern Dublin Specific Plan. Section 3. APPROVAL The City Council hereby approves the Development Agreement (Exhibit A to the Ordinance) and authorizes the Mayor to execute it. Section 4. RECORDATION Within ten (10) days after the Development Agreement is fully executed by all parties, the City Clerk shall submit the Agreement to the County Recorder for recordation. Section 5. EFFECTIVE DATE AND POSTING OF ORDINANCE This Ordinance shall take effect and be in force thirty (30) days from and after the date of its passage. The City Clerk of the City of Dublin shall cause the Ordinance to be posted in at least three (3) public places in the City of Dublin in accordance with Section 36933 of the Government Code of the State of California. 2 of 3 PASSED AND ADOPTED BY the City Council of the City of Dublin, on this XX day of XX, 2010 by the following votes: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk 1509387 G:IPA#12006106-060 Dublin Transit Center Site CIPC Mtg 9.14.101CC Ord adopting da for dtc site c.DOC 3 of 3 RECORDING REQUESTED BY: CITY OF DUBLIN When Recorded Mail To: City Clerk City of Dublin 100 Civic Plaza Dublin, CA 94568 Fee Waived per GC 27383 Space above this line for Recorder's use DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBLIN AND AVALON BAY COMMUNITIES, INC. FOR THE DUBLIN TRANSIT CENTER SITE C PROJECT EXHIBIT B TO ATTACHMENT 7 THIS DEVELOPMENT AGREEMENT (this "Agreement" or this "Development AgreemenY") is made and entered in the City of Dublin on this day of , 2010, by and between the CITY OF DUBLIN, a Municipal Corporation (hereafter "City") and Avalon Bay Communities, Inc., a Maryland corporation (hereafter "Developer") pursuant to the authority of 65864 et seq. of the California Government Code and Dublin Municipal Code, Chapter 8.56. City and Developer are, from time-to-time, individually referred to in this Agreement as a"Party," and are collectively referred to as "Parties." RECITALS A. California Government Code §§65864 et seq. ("Development Agreement Statute") and Chapter 8.56 of the Dublin Municipal Code (hereafter "Chapter 8.56") authorize the City to enter into a Development Agreement for the development of real property with any person having a legal or equitable interest in such property in order to establish certain development rights in such property. B. Developer intends to purchase, desires to develop, and holds an equitable interest in, in that it has the right to purchase under that certain Agreement for Purchase and Sale of Real Property and Escrow Instructions, dated August 4, 2006, between the Surplus Property Authority of Alameda County and Developer ("the Purchase and Sale Agreement", as thereafter amended), certain real property consisting of approximately 7.2 gross acres of land, located in the City of Dublin, County of Alameda, State of California, which is more particularly described in Exhibit A attached hereto and incorporated herein by this reference, and which real property is hereafter called the "Property." The Alameda County Surplus Property Authority ("COUNTY") presently is the fee owner of the Property. C. The City Council adopted the Eastern Dublin Specific Plan by Resolution No. 53-93 which Plan is applicable to the Property. The Eastern Dublin Specific Plan requires Developer to enter into a development agreement as a condition of the development of the Property. D. The Property is within an approximately 91-acre master-planned area ("the Transit Center Property") that was the subject in 2002 of a General Plan Amendment, a specific plan amendment to add the area to the Eastern Dublin Specific Plan, a master tentative map to create master parcels for development, and a master development agreement ("the Transit Center Approvals"). E. Developer proposes the development of the Property as a multi- family residential project of a maximum of 486 units ("the ProjecY'). F. DEVELOPER has applied for, and CITY has approved or is processing, various land use approvals in connection with the development of the Dublin/Avalon Bay Communities, Inc. Development Agreement Page 2 of 16 for the Dublin Transit Center Site C Project Project, including, without limitation, a General Plan Amendment (City Council Resolution No. 216-02), an amendment to the Eastern Dublin Specific Plan to add the Dublin Transit Center Property to the specific plan area (City Council Resolution No. 216-02), a Master Tentative Parcel Map (Tract 7892) (Planning Commission Resolution 02-40); a Planned Development District Rezoning including a Stage 1 Development Plan (Ord. No. 21-02); vesting tentative parcel map 7893 that would create the parcels on which the Project would be constructed (Planning Commission Resolution 04-65); a Stage 2 Development Plan (Ord. No. 02-05); and Site Development Review and vesting tentative map 7929 (Planning Commission Resolution No. . All such approvals collectively, together with any approvals or permits now or hereafter issued with respect to the Project are referred to as the "Project Approvals." G. Development of the Property by Developer may be subject to certain future discretionary approvals, which, if granted, shall automatically become part of the Project Approvals as each such approval becomes effective. H. City desires the timely, efficient, orderly and proper development of the Project. 1. l"he City Council has found that, among other things, this Development Agreement is consistent with its General Plan and the Eastern Dublin Specific Plan and has been reviewed and evaluated in accordance with the Development Agreement Statute and Chapter 8.56. J. City and Developer have reached agreement and desire to express herein a Development Agreement that will facilitate development of the Project subject to conditions set forth herein. K. Pursuant to the California Environmental Quality Act (CEQA) the City Council adopted Resolution No. 02-05 finding that the Project is within the scope of the Program EIR prepared for the Dublin Transit Center Approvals, which was certified pursuant to the California Environmental Quality Act (CEQA) (Resolution 215-02). L. On , the City Council of the City of Dublin adopted Ordinance No. _ approving this Development Agreement ("the Approving Ordinance"). The Approving Ordinance will take effect on ("the Approval Date"). NOW, THEREFORE, with reference to the foregoing recitals and in consideration of the mutual promises, obligations and covenants herein contained, City and Developer agree as follows: AGREEMENT Dublin/Avalon Bay Communities, Inc. Development Agreement Page 3 of 16 for the Dublin Transit Center Site C Project 1. Description of Proaertv. The Property that is the subject of this Agreement is described in Exhibit A attached hereto. 2. Interest of Developer. The Developer has a legal or equitable interest in the Property in that it has the right to purchase the Property under the Purchase and Sale Agreement. 3. 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. 4. Effective Date and Term. 4.1 Effective Date. The effective date of this Agreement shall be the date ("the Effective Date") upon which a grant deed conveying the Property from COUNTY to DEVELOPER is recorded in the Official Records of Alameda County. DEVELOPER shall submit to CITY in writing proof of recordation within 30 days of the recording date. This Agreement shall automatically terminate without any further action of the Parties upon the happening of either of the following: (a) If a grant deed conveying the Property from COUNTY to DEVELOPER is not recorded within 12 months of the Approval Date: or (b) If the Purchase and Sale Agreement is terminated for any reason (and upon DEVELOPER's providing satisfactory of evidence of such fact to CITY). 4.2 Term. The term of this Agreement shall commence on the Effective Date and extend five (5) years thereafter, unless said term is otherwise terminated or modified by circumstances set forth in this Agreement. 5. Use of the Propertv. 5.1 Right to Develop. Developer shall have the vested right to develop the Project on the Property in accordance with the terms and conditions of this Agreement, the Project Approvals (as and when issued), and any amendments to any of them as shall, from time to time, be approved pursuant to this Agreement. Such amendments, such as to Site Development Review or Dublin/Avalon Bay Communities, Inc. Development Agreement Page 4 of 16 for the Dublin Transit Center Site C Project Tentative Map project approvals, once effective shall become part of the law Developer is vested into without an additional amendment of this Agreement). Notwithstanding the foregoing or anything to the contrary herein, any amendment to the General Plan, Specific Plan and PD zoning applicable to the Property and in effect on the Effective Date shall not become part of the law Developer is vested into under this Agreement unless an additional amendment of this Agreement is voluntarily entered into befinreen Developer and City in accordance with State and City laws. 5.2 Permitted Uses. The permitted uses of the Property, the density and intensity of use, the maximum height, bulk and size of proposed buildings, provisions for reservation or dedication of land for public purposes and location and maintenance of on-site and off-site improvements, location of public utilities (operated by the City) and other terms and conditions of development applicable to the Property, shall be those set forth in this Agreement, the Project Approvals and any amendments to this Agreement or the Project Approvals (subject to the provisions of Section 5.1). 5.3 Additional Conditions. Provisions for the following ("Additional Conditions") are set forth in Exhibit B attached hereto and incorporated herein by reference. 5.3.1 Subsequent Discretionary Approvals. Conditions, terms, restrictions, and requirements for subsequent discretionary actions. (These conditions do not affect Developer's responsibility to obtain all other land use approvals required by the ordinances of the City of Dublin other approvals from regulatory agencies.) See Exhibit B 5.3.2 Mitigation Conditions. Additional or modified conditions agreed upon by the parties in order to eliminate or mitigate adverse environmental impacts of the Project or otherwise relating to development of the Project. See Exhibit B 5.3.3 Phasing, Timinq. Provisions that the Project be constructed in specified phases, that construction shall commence within a specified time, and that the Project or any phase thereof be completed within a specified time. See Exhibit B 5.3.4 Financinq Plan. Financial plans which identify necessary capital improvements such as streets and utilities and sources of funding. See Exhibit B Dublin/Avalon Bay Communities, Inc. Development Agreement Page 5 of 16 for the Dublin Transit Center Site C Project 5.3.5 Fees. Dedications. Terms relating to payment of fees or dedication of property. See Exhibit B 5.3.6 Reimbursement. Terms relating to subsequent reimbursement over time for financing of necessary public facilities. See Exhibit B 5.3.7 Miscellaneous. Miscellaneous terms. See Exhibit B 6. Applicable Rules. Requlations and Official Policies. 6.1 Rules Reqardinq Permitted Uses. For the term of this Agreement, the City's ordinances, resolutions, rules, regulations and official policies governing the permitted uses of the Property, governing density and intensity of use of the Property and the maximum height, bulk and size of proposed buildings shall be those in force and effect on the Approval Date of the Agreement. 6.2 Rules Reqardina Desiqn and Construction. Unless otherwise expressly provided in Paragraph 5 of this Agreement, the ordinances, resolutions, rules, regulations and official policies governing design, improvement and construction standards and specifications applicable to the Project shall be those in force and effect at the time of the applicable discretionary approval, whether the date of that approval is prior to or after the date of this Agreement. Ordinances, resolutions, rules, regulations and official policies governing design, improvement and construction standards and specifications applicable to public improvements to be constructed by Developer shall be those in force and effect at the time of the applicable discretionary approval, whether date of approval is prior to or after the date of this Agreement. 6.3 Uniform Codes Applicable. The Project shall be constructed in accordance with the provisions of the Uniform Building, Mechanical, Plumbing, Electrical and Fire Codes and Title 24 of the California Code of Regulations, relating to Building Standards, in effect at the time the Developer submits its application for the appropriate building, grading, encroachment, or other construction permits for the Project. 7. Subsepuentlv Enacted Rules and Requlations. 7.1 New Rules and Requlations. During the term of this Agreement, the City may apply new or modified ordinances, resolutions, rules, regulations and official policies of the City to the Property which were not in force and effect on the Effective Date of this Agreement and the Project Approvals and which are not in conflict with those applicable to the Property as set forth in this Agreement Dublin/Avalon Bay Communities, Inc. Development Agreement Page 6 of 16 for the Dublin Transit Center Site C Project if: (a) the application of such new or modified ordinances, resolutions, rules, regulations or official policies would not prevent, impose a substantial financial burden on, or materially delay development of the Property as contemplated by this Agreement and the Project Approvals and (b) if such ordinances, resolutions, rules, regulations or official policies have general applicability. 7.2 Approval of Application. Nothing in this Agreement shall prevent the City from denying or conditionally approving any subsequent land use permit or authorization for the Project on the basis of such new or modified ordinances, resolutions, rules, regulations and policies except that such subsequent actions shall be subject to any conditions, terms, restrictions, and requirements expressly set forth herein. 7.3 Moratorium Not Aqplicable. Notwithstanding anything to the contrary contained herein, in the event an ordinance, resolution or other measure is enacted, whether by action of the City, by initiative, referendum, or otherwise, that imposes a building moratorium, a limit on the rate of development or a voter- approval requirement which affects the Project on all or any part of the Property, the City agrees that such ordinance, resolution or other measure shall not apply to the Project, the Property, this Agreement or the Project Approvals unless the building moratorium is imposed as part of a declaration of a local emergency or state of emergency as defined in Government Code § 8558. 7.4 Riqhts under Vestinq Tentative Map. Notwithstanding anything to the contrary contained herein, this Agreement shall not supersede any rights Developer may obtain pursuant to City's approval of the vesting tentative map for the Project. 8. Subsequently Enacted or Revised Fees. Assessments and Taxes. 8.1 Fees. Exactions, Dedications. The City and Developer agree that the fees payable and exactions required in connection with the development of the Project for purposes of mitigating environmental and other impacts of the Project, providing infrastructure for the Project and complying with the Specific Plan shall be those set forth in the Project Approvals and in this Agreement (including Exhibit B. The City shall not impose or require payment of any other fees, dedications of land, or construction of any public improvement or facilities, shall not increase or accelerate existing fees, dedications of land or construction of public improvements, or impose other exactions in connection with any subsequent discretionary approval for the Property, except as set forth in the Project Approvals and this Agreement (including Exhibit B, subparagraph 5.3.5). 8.2 Revised Application Fees. Any existing application, processing and inspection fees that are revised during the term of this Agreement shall apply to the Project provided that (1) such fees have general applicability; (2) the application of such fees to the Property is prospective only; and (3) the Dublin/Avalon Bay Communities, Inc. Development Agreement Page 7 of 16 for the Dublin Transit Center Site C Project application of such fees would not prevent, impose a substantial financial burden on, or materially delay development in accordance with this Agreement. 8.3 New Taxes. Any subsequently enacted city-wide taxes shall apply to the Project provided that: (1) the application of such taxes to the Property is prospective; and (2) the application of such taxes would not prevent development in accordance with this Agreement. 8.4 Assessments. Nothing herein shall be construed to relieve the Property from assessments levied against it by the City pursuant to any statutory procedure for the assessment of property to pay for infrastructure and/or services which benefit the Property. 8.5 Vote on Future Assessments and Fees. In the event that any assessment, fee or charge which is applicable to the Property is subject to Article XIIID of the Constitution and Developer does not return its ballot, Developer agrees, on behalf of itself and its successors, that the City may count Developer's ballot as affirmatively voting in favor of such assessment, fee or charge. 9. Amendment or Cancellation. 9.1 Modification Because of Conflict with State or Federal Laws. In the event that state or federal laws or regulations enacted after the Effective Date of this Agreement prevent or preclude compliance with one or more provisions of this Agreement or require changes in plans, maps or permits approved by the City, the parties shall meet and confer in good faith in a reasonable attempt to modify this Agreement to comply with such federal or state law or regulation. Any such amendment or suspension of the Agreement shall be subject to approval by the City Council in accordance with Chapter 8.56. 9.2 Amendment bv Mutual Consent. This Agreement may be amended in writing from time to time by mutual consent of the parties hereto and in accordance with the procedures of State law and Chapter 8.56. 9.3 Insubstantial Amendments. Notwithstanding the provisions of the preceding paragraph 9.2, any amendments to this Agreement which do not relate to (a) the term of the Agreement as provided in paragraph 4.2; (b) the permitted uses of the Property as provided in paragraph 5.2; (c) provisions for "significanY" reservation or dedication of land as provided in Exhibit B; (d) conditions, terms, restrictions or requirements for subsequent discretionary actions; (e) the density or intensity of use of the Project; (fl the maximum height or size of proposed buildings; or (g) monetary contributions by Developer as provided in this Agreement, shall not, except to the extent otherwise required by law, require notice or public hearing before either the Planning Commission or the Ciry Council before the parties may execute an amendment hereto. The City's Public Dublin/Avalon Bay Communities, Inc. Development Agreement Page 8 of 16 for the Dublin Transit Center Site C Project Works Director shall determine whether a reservation or dedication is "significanY'. 9.4 Cancellation bv Mutual Consent. Except as otherwise permitted herein, this Agreement may be canceled in whole or in part only by the mutual consent of the parties or their successors in interest, in accordance with the provisions of Chapter 8.56. Any fees paid pursuant to Paragraph 5.3 and Exhibit B of this Agreement prior to the date of cancellation shall be retained by the City. 10. Term of Proiect Approvals. Pursuant to California Government Code Section 66452.6(a), the term of any vesting tentative map described above shall automatically be extended for the term of this Agreement. The term of any other Project Approval shall be extended only if so provided in Exhibit B. 11. Annual Review. 11.1 Review Date. The annual review date for this Agreement shall be between July 15 and August 15, 2011 and thereafter between each July 15 and August 15 during the Term. 11.2 Initiation of Review. The City's Community Development Director shall initiate the annual review, as required under Section 8.56.140 of Chapter 8.56, by giving to Developer thirty (30) days' written notice that the City intends to undertake such review. Developer shall provide evidence to the Community Development Director prior to the hearing on the annual review, as and when reasonably determined necessary by the Community Development Director, to demonstrate good faith compliance with the provisions of the Agreement. The burden of proof by substantial evidence of compliance is upon the Developer. 11.3 Staff Reports. To the extent practical, the City shall deposit in the mail and fax to Developer a copy of all staff reports, and related exhibits concerning contract performance at least five (5) days prior to any annual review. 11.4 Costs. Costs reasonably incurred by the City in connection with the annual review shall be paid by Developer in accordance with the City's schedule of fees in effect at the time of review. 12. Default. 12.1 Other Remedies Available. Upon the occurrence of an event of default, the parties may pursue all other remedies at law or in equity which are not otherwise provided for in this Agreement or in the City's regulations governing development agreements, expressly including the remedy of specific performance of this Agreement. Dublin/Avalon Bay Communities, Inc. Development Agreement Page 9 of 16 for the Dublin Transit Center Site C Project 12.2 Notice and Cure. Upon the occurrence of an event of default by either party, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured by the defaulting party within thirty (30) days after service of such notice of default, the nondefaulting party may then commence any legal or equitable action to enforce its rights under this Agreement; provided, however, that if the default cannot be cured within such thirty (30) day period, the nondefaulting party shall refrain from any such legal or equitable action so long as the defaulting party begins to cure such default within such thirty (30) day period and diligently pursues such cure to completion. Failure to give notice shall not constitute a waiver of any default. 12.3 No Damaqes Aqainst Citv. Notwithstanding anything to the contrary contained herein, in no event shall damages be awarded against the City upon an event of default or upon termination of this Agreement. 13. Estopqel Certificate. Either party may, at any time, and from time to time, request written notice from the other party requesting such party to certify in writing that, (a) this Agreement is in full force and effect and a binding obligation of the parties, (b) this Agreement has not been amended or modified either orally or in writing, or if so amended, identifying the amendments, and (c) to the knowledge of the certifying party the requesting party is not in default in the perFormance of its obligations under this Agreement, or if in default, to describe therein the nature and amount of any such defaults. A party receiving a request hereunder shall execute and return such certificate within thirty (30) days following the receipt thereof, or such longer period as may reasonably be agreed to by the parties. City Manager of the City shall be authorized to execute any certificate requested by Developer. Should the party receiving the request not execute and return such certificate within the applicable period, this shall not be deemed to be a default, provided that such party shall be deemed to have certified that the statements in clauses (a) through (c) of this section are true, and any party may rely on such deemed certification. 14. Mortqaqee Protection; Certain Riqhts of Cure. 14.1 Mortqaqee Protection. This Agreement shall be superior and senior to any lien placed upon the Property, or any portion thereof after the date of recording this Agreement, including the lien for any deed of trust or mortgage ("Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any Mortgage made in good faith and for value, but all the terms and conditions contained in this Agreement shall be binding upon and effective against any person or entity, including any deed of trust beneficiary or mortgagee ("Mortgagee") who acquires title to the Property, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. Dublin/Avalon Bay Communities, Inc. Development Agreement Page 10 of 16 for the Dublin Transit Center Site C Project 14.2 Mortaaqee Not Obliqated. Notwithstanding the provisions of Section 14.1 above, no Mortgagee shall have any obligation or duty under this Agreement, before or after foreclosure or a deed in lieu of foreclosure, to construct or complete the construction of improvements, or to guarantee such construction of improvements, or to guarantee such construction or completion, or to pay, perform or provide any fee, dedication, improvements or other exaction or imposition; provided, however, that a Mortgagee shall not be entitled to devote the Property to any uses or to construct any improvements thereon other than those uses or improvements provided for or authorized by the Project Approvals or by this Agreement. 14.3 Notice of Default to Mortqaqee and Extension of Riqht to Cure. If the City receives notice from a Mortgagee requesting a copy of any notice of default given Developer hereunder and specifying the address for service thereof, then the City shall deliver to such Mortgagee, concurrently with service thereon to Developer, any notice given to Developer with respect to any claim by the City that Developer has committed an event of default. Each Mortgagee shall have the right during the same period available to Developer to cure or remedy, or to commence to cure or remedy, the event of default claimed set forth in the City's notice. The City, through its City Manager, may extend the thirty-day cure period provided in paragraph 122 for not more than an additional sixty (60) days upon request of Developer or a Mortgagee. 15. Severability. The unenforceability, invalidity or illegality of any provisions, covenant, condition or term of this Agreement shall not render the other provisions unenforceable, invalid or illegal. 16. Attorneys' Fees and Costs. If 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 or the Project Approvals, the parties shall cooperate in defending such action. Developer shall bear its own costs of defense as a real party in interest in any such action, and shall reimburse the City for all reasonable court costs and attorneys' fees expended by the City in defense of any such action or other proceeding. 17. Transfers and Assignments. 17.1 Riqht to Assiqn. Developer may wish to sell, transfer or assign all or portions of its Property to other developers (each such other developer is referred to as a"Transferee"). In connection with any such sale, transfer or Dublin/Avalon Bay Communities, Inc. Development Agreement Page 11 of 16 for the Dublin Transit Center Site C Project assignment to a Transferee, Developer may sell, transfer or assign to such Transferee any or all rights, interests and obligations of Developer arising hereunder and that pertain to the portion of the Property being sold or transferred, to such Transferee, provided, however, that: no such transfer, sale or assignment of Developer's rights, interests and obligations hereunder shall occur without prior written notice to City and approval by the City Manager, which approval shall not be unreasonablywithheld ordelayed: Notwithstanding the foregoing, provided notice is given as specified above, no City approval shall be required for any transfer, sale, or assignment of this Agreement to: 1) any entity which is an affiliate or subsidiary of Developer; 2) any Mortgagee; or 3) any transferee of a Mortgagee. 17.2 Approval and Notice of Sale. Transfer or Assiqnment. The City Manager shall consider and decide on any transfer, sale or assignment within ten (10) days after Developer's notice, provided all necessary documents, certifications and other information are provided to the City Manager to enable the City Manager to determine whether the proposed Transferee can perform the Developer's obligations hereunder. Notice of any such approved sale, transfer or assignment (which includes a description of all rights, interests and obligations that have been transferred and those which have been retained by Developer) shall be recorded in the official records of Alameda County, in a form acceptable to the City Manager, concurrently with such sale, transfer or assignment. 17.3 Release Upon Transfer. Upon the transfer, sale, or assignment of all of Developer's rights, interests and obligations hereunder pursuant to Paragraph 17.1 of this Agreement, Developer shall be released from the obligations under this Agreement, with respect to the Property transferred, sold, or assigned, arising subsequent to the date of City Manager approval of such transfer, sale, or assignment; provided, however, that if any transferee, purchaser, or assignee approved by the City Manager expressly assumes all of the rights, interests and obligations of Developer under this Agreement, Developer shall be released with respect to all such rights, interests and assumed obligations. In any event, the transferee, purchaser, or assignee shall be subject to all the provisions hereof and shall provide all necessary documents, certifications and other necessary information prior to City Manager approval. 17.4 Developer's Riqht to Retain Specified Riqhts or Obliqations. Notwithstanding Paragraphs 17.1, 17.2 and 17.3 and Paragraph 18, Developer may withhold from a sale, transfer or assignment of this Agreement certain rights, interests and/or obligations which Developer shall retain, provided that Developer specifies such rights, interests and/or obligations in a written document to be appended to this Agreement and recorded with the Alameda County Recorder prior to the sale, transfer or assignment of the Property. Developer's purchaser, transferee or assignee shall then have no interest or obligations for such rights, interests and obligations and this Agreement shall remain applicable to Developer with respect to such retained rights, interests and/or obligations. Dublin/Avalon Bay Communities, Inc. Development Agreement Page 12 of 16 for the Dublin Transit Center Site C Project 17.5 Termination of Aqreement Upon Sale of Individual Lots to Public. Notwithstanding any provisions of this Agreement to the contrary, the burdens of this Agreement shall terminate as to any lot which has been finally subdivided and individually (and not in "bulk") leased (for a period of longer than one year) or sold to the purchaser or user thereof and thereupon and without the execution or recordation of any further document or instrument such lot shall be released from and no longer be subject to or burdened by the provisions of this Agreement; provided, however, that the benefits of this Agreement shall continue to run as to any such lot until a building is constructed on such lot, or until the termination of this Agreement, if earlier, at which time this Agreement shall terminate as to such lot. 18. Aqreement Runs with the Land. All of the provisions, rights, terms, covenants, and obligations contained in this Agreement shall be binding upon the Parties and their respective heirs, successors and assignees, representatives, lessees, and all other persons acquiring the Property, or any portion thereof, or any interest therein, whether by operation of law or in any manner whatsoever. All of the provisions of this Agreement shall be enforceable as equitable servitudes and shall constitute covenants running with the land pursuant to applicable laws, including, but not limited to, Section 1468 of the Civil Code of the State of California. Each covenant to do, or refrain from doing, some act on the Property hereunder, or with respect to any owned property, (a) is for the benefit of such properties and is a burden upon such properties, (b) runs with such properties, and (c) is binding upon each party and each successive owner during its ownership of such properties or any portion thereof, and shall be a benefit to and a burden upon each party and its property hereunder and each other person succeeding to an interest in such properties. 19. Bankruptcv. The obligations of this Agreement shall not be dischargeable in bankruptcy. 20. Indemnification. Developer agrees to indemnify, defend and hold harmless the City, and its elected and appointed councils, boards, commissions, officers, agents, employees, and representatives from any and all claims, costs (including legal fees and costs) and liability for any personal injury or property damage which may arise directly or indirectly as a result of any actions or inactions by the Developer, or any actions or inactions of Developer's contractors, subcontractors, agents, or employees in connection with the construction, improvement, operation, or maintenance of the Project, provided that Developer shall have no indemnification obligation with respect to negligence or wrongful conduct of the City, its contractors, subcontractors, agents or employees or with Dublin/Avalon Bay Communities, Inc. Development Agreement Page 13 of 16 for the Dublin Transit Center Site C Project respect to the maintenance, use or condition of any improvement after the time it has been dedicated to and accepted by the City or another public entity (except as provided in an improvement agreement or maintenance bond). If City is named as a party to any legal action, City shall cooperate with Developer, shall appear in such action and shall not unreasonably withhold approval of a settlement otherwise acceptable to Developer. 21. Insurance. 21.1 Public Liabilitv and Propertv Damaqe Insurance. During the term of this Agreement, Developer shall maintain in effect a policy of comprehensive general liability insurance with a per-occurrence combined single limit of not less than one million dollars ($1,000,000.00) with a One Hundred Thousand Dollar ($100,000) self insurance retention per claim. The policy so maintained by Developer shall name the City as an additional insured and shall include either a severability of interest clause or cross-liability endorsement. 21.2 Workers Compensation Insurance. During the term of this Agreement Developer shall maintain Worker's Compensation insurance for all persons employed by Developer for work at the Project site. Developer shall require each contractor and subcontractor similarly to provide Worker's Compensation insurance for its respective employees. Developer agrees to indemnify the City for any damage resulting from Developer's failure to maintain any such insurance. 21.3 Evidence of Insurance. Prior to City Council approval of this Agreement, Developer shall furnish the City satisfactory evidence of the insurance required in Sections 21.1 and 21.2 and evidence that the carrier is required to give the City at least fifteen days prior written notice of the cancellation or reduction in coverage of a policy. The insurance shall extend to the City, its elective and appointive boards, commissions, officers, agents, employees and representatives and to Developer performing work on the Project. 22. Sewer and Water. Developer acknowledges that it must obtain water and sewer permits from the Dublin San Ramon Services District ("DSRSD") which is another public agency not within the control of the City. 23. Notices. All notices required or provided for under this Agreement shall be in writing. Notices required to be given to the City shall be addressed as follows: City Manager City of Dublin 100 Civic Plaza Dublin, CA 94568 Dublin/Avalon Bay Communities, Inc. Development Agreement Page 14 of 16 for the Dublin Transit Center Site C Project FAX No. (925) 833-6651 Notices required to be given to Developer shall be addressed as follows: Avalon Bay Communities, Inc. Stephen W. Wilson Executive Vice President Avalon Bay Communities, Inc. 400 Race Street, Suite 200 San Jose, CA 95126 A party may change address by giving notice in writing to the other party and thereafter all notices shall be addressed and transmitted to the new address. Notices shall be deemed given and received upon personal delivery, or if mailed, upon the expiration of 48 hours after being deposited in the United States Mail. Notices may also be given by overnight courier which shall be deemed given the following day or by facsimile transmission which shall be deemed given upon verification of receipt. 24. Apreement is Entire Understandinq. This Agreement constitutes the entire understanding and agreement of the parties. 25. Exhibits. The following documents are referred to in this Agreement and are attached hereto and incorporated herein as though set forth in full: Exhibit A Legal Description of Property Exhibit B Additional Conditions 26. Counterparts. This Agreement is executed in three (3) duplicate originals, each of which is deemed to be an original. 27. Recordation. CITY shall record a copy of this Agreement within ten days of DEVELOPER providing CITY notice that a grant deed conveying the Property from COUNTY to DEVELOPER is recorded in the Official Records of Alameda County. [Execution Page Follows] Dublin/Avalon Bay Communities, Inc. Development Agreement Page 15 of 16 for the Dublin Transit Center Site C Project IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written. CITY OF DUBLIN DEVELOPER Avalon Bay Communities, Inc., By: a Maryland Corporation Joni Pattillo, City Manager Attest: By: Stephen W. Wilson Its: Executive Vice President Caroline Soto, City Clerk Approved as to form John Bakker, City Attorney 1476969.6 (NOTARIZATION ATTACHED) Dublin/Avalon Bay Communities, Inc. Development Agreement Page 16 of 16 for the Dublin Transit Center Site C Project i ALL - PURPOSE ACKNOWLEDGEMENT ! , ~ State of California ) I County of ,S~?~ c-/~ ) I On ~ 15- / I o before me, Stacey M. F;strada, Notary Public, per.sonally appeared: S-~2.~vl~e rJ (,c)• w~ ~ s a?~.~ , «~h.o praved ta me on the basis of satisfactory evidence to be the i person(s) wh.ose naine(s) is/are subscribed to the within instruznent and I acknowledged to me that he/she/the_y executed the same in h.i.s/h.er%their auth.orized capacity(ies), and that by his/her/th.eir ~ signature(s) on the instrument th.e person.(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I I certify under PENALTY OF PERJURY under the laws of the State of California that the £oregoing paragraph is true and correct. i Wj1'NESS I11y hc'ZT1Cl iiTiCl Off1C1al Se`c1l. STACEY M. ESTRADA : COMM. #1742690 y ~ v ~ r . NotaryPub6aCalifomia ; ~1 nature ~ W ~ SANTACLARACWNtt g _(Seal Comm. FacP. Ma 25.2011 OPTIONAL INFORMATION I' The information below is not required by law. However, it could prevent fraudulent II attachment of this acknowledgement to an unauthorized document. CAPACITY CLAIIvIED BY SIGNER (PRINCIPAL) DESCRIPTION OF ATTACHED DOCUMENT I X INDIVIDUAL I ? CORPORATE OFFICER ' TITLE(S) TITLE OR TYPE OF DOCUMENT , ? PARTNER(S) ' ? ATTORNEY-IN-FACT NUMBER OF PAGES ? TRUSTEE(S) ' p GUARDIAN/CONSERVATOR j ? OTHER: DATE OF DOCUMENT I i i SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) RIGHT TH[JMBPRINT OF I i SIGNER I I I I Exhibit A Legal Description of Property PARCELS 2 AND 3 OF PARCEL MAP 7893 AS FILED FOR RECORD ON AUGUST 1. 2008, RECORDER'S SERIES NUMBER 2008233401 IN BOOK 308 OF PARCEL MAPS AT PAGES 64 THROUGH 67. ALAMEDA COUNTY RECORDS, CALIFORNIA EXHIBIT B Additional Conditions The following Additional Conditions are hereby imposed pursuant to Paragraph 5.3 above. Subparaqraph 5.3.1 - Subsequent Discretionarv Approvals None. Subparaaraph 5.3.2 - Mitiqation Conditions Subsection a. Infrastructure Sequencinq Proqram The Infrastructure Sequencing Program for the Project is set forth below. (i) Roads: Sidewalk and Landscape Improvements The project-specific sidewalk and landscape improvements identified in Commission Resolution No. approving Site Development Review and vesting tentative map 7929 (the "SDR Resolution") shall be completed by Developer to the satisfaction and requirements of the Public Works Director at the times and in the manner specified in the SDR Resolution unless otherwise provided below. (ii) Sewer: All sanitary sewer improvements to serve the project site (or any recorded phase of the Project) shall be completed in accordance with DSRSD requirements. (iii) Water: An all weather roadway and an approved hydrant and water supply system shall be available and in service at the site in accordance with the tentative map conditions of approval to the satisfaction and requirements of the City's fire department. All potable water system components to serve the project site shall be completed in accordance with the DSRSD requirements. Recycled water lines shall be installed in accordance with the tentative map conditions of approval. (iv) Storm Drainaqe: Dublin/Avalon Bay Communities, Inc. Development Agreement Page 1 of 5 for the Dublin Transit Center Site C Project-Exhibit B The storm drainage systems off-site, as well as on-site drainage systems for the areas to be occupied, shall be improved consistent with the tentative map conditions of approval and to the satisfaction and requirements of the Dublin Public Works Department applying the City's and Zone 7(Alameda County Flood Control and Water Conservation District, Zone 7) standards and policies which are in force and effect at the time of issuance of the permit for the proposed improvements. Pursuant to Alameda County's National Pollution Discharge Elimination Permit (NPDES) No. CAS0029831 with the California Regional Water Quality Control Board, or pursuant to subsequent permits adopted by the Board, all grading, construction and development activities within the City of Dublin must comply with the provisions of the Clean Water Act. Proper erosion control measures must be installed at development sites within the City during construction, and all activities shall adhere to Best Management Practices. (v) Other Utilities (e.q. pas, electricitv, cable televisions, telephone): Construction shall be completed by phase prior to issuance of the first Certificate of Occupancy for any building within that specific phase of occupancy for the Project. Subsection b. Miscellaneous (i) Completion May Be Deferred. Nofinrithstanding the foregoing, the City's Public Works Director may, in his or her sole discretion and upon receipt of documentation in a form satisfactory to the Public Works Director that assures completion, allow Developer to defer completion of discrete portions of any public improvements for the Project if the Public Works Director determines that to do so would not jeopardize the public health, safety or welfare. Subparaqraph 5.3.3 - Phasinq, Timinp This Agreement contains no requirements that Developer must initiate or complete development of the Project within any period of time set by the City. It is the intention of this provision that Developer be able to develop the Property in accordance with its own time schedules and the Project Approvals. Dublin/Avalon Bay Communities, Inc. Development Agreement Page 2 of 5 for the Dublin Transit Center Site C Project Exhibit B Subparaqraph 5.3.4 - Financinq Plan Developer will install all improvements necessary for the Project at its own cost (subject to credits for any improvements which qualify for credits as provided in Subparagraph 5.3.6 below). Other infrastructure necessary to provide sewer, potable water, and recycled water services to the Project will be made available by the Dublin San Ramon Services District. If so required by Dublin San Ramon Services District, Developer will enter into an "Area Wide Facilities Agreement" with the Dublin San Ramon Services District to pay for the cost of extending such services to the Project. Such services shall be provided as set forth in Subparagraph 5.3.2(a)(ii) and (iii) above. Subparaqraph 5.3.5 - Fees, Dedications Nofinrithstanding anything to the contrary in this Subparagraph 5.3.5 or this Development Agreement, Developer shall pay any fees required by Subsections a-g at the time such fees are due under the resolutions and/or ordinances establishing and/or amending such fees. Subsection a. Traffic Impact Fees. Developer shall pay the Eastern Dublin Traffic Impact Fee ("TIF") established by Resolution No. 40-10, including any amendments to such fee that may be in effect at the time of issuance of building permits. Developer will pay such fees no later than the time of issuance of building permits and in the amount of the impact fee in effect at time of building permit issuance. Subsection b. Traffic Impact Fee to Reimburse Pleasanton for Freewav Interchanqes. Developer shall pay the Eastern Dublin I-580 Interchange Fee in the amounts and at the times set forth in Resolution No. 155-98 and by any resolution which revises such Fee that may be in effect at the time of issuance of building permits. Developer will pay such fees no later than the time of issuance of building permits. Subsection c. Public Facilities Fees. Developer shall pay a Public Facilities Fee established by City of Dublin Resolution No. 214-02, including any amendments to such fee that may be in effect at the time of issuance of building permits. Developer will pay such fees no later than the time of issuance of building permits. Subsection d. Noise Mitiqation Fee. Dublin/Avalon Bay Communities, Inc. Development Agreement Page 3 of 5 for the Dublin Transit Center Site C Project Exhibit B Developer shall pay a Noise Mitigation Fee established by City of Dublin Resolution No. 33-96, including any amendments to such fee that may be in effect at the time of issuance of building permits. Developer will pay such fees no later than the time of issuance of building permits. Subsection e. School Imaact Fees. School impact fees shall be paid by Developer in accordance with Government Code section 53080 and the agreement between Developer or its predecessor in interest and the Dublin Unified School District regarding payment of school mitigation fees. Subsection f. Fire Facilities Fees. Developer shall pay a fire facilities fee established by City of Dublin Resolution No. 12-03 including any amendments to such fee that may be in effect at the time of issuance of building permits. Developer will pay such fees no later than the time of issuance of building permits. Subsection q. Tri-Vallev Transportation Development Fee. Developer shall pay the Tri-Valley Transportation Development Fee in the amount and at the times set forth in City of Dublin Resolution No. 89-98 or any resolution which revises such fee. Developer will pay such fees no later than the time of issuance of building permits and in the amount of the impact fee in effect at time of building permit issuance. Subparaqraph 5.3.6 - Reimbursement Subsection a. Traffic Impact Fee Improvements - Credit The City shall provide a credit against Eastern Dublin Traffic Impact Fees to Developer for those improvements described in the resolution establishing the Eastern Dublin Traffic Impact Fee if such improvements are constructed by the Developer in their ultimate location. All aspects of the credit shall be governed by the TIF Guidelines. Subsection b. Traffic Impact Fee Riqht-of-Wav Dedications - Credit The City shall provide a credit against Eastern Dublin Traffic Impact Fees to Developer for any TIF area right-of-way to be dedicated by Developer to the City which is required for improvements which are described in the resolution establishing the Eastern Dublin Traffic Impact Fee. All aspects of the credits shall be governed by the TIF Guidelines. Dublin/Avalon Bay Communities, Inc. Development Agreement Page 4 of 5 for the Dublin Transit Center Site C Project-Exhibit B Subparaqraph 5.3.7 - Miscellaneous None. Dublin/Avalon Bay Communities, Inc. Development Agreement Page 5 of 5 for the Dublin Transit Center Site C Project-Exhibit B