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HomeMy WebLinkAbout4.11 Positano/Anderson Afford Housing Agmt cd.k OF DDe�d • • 1ft STAFF REPORT CITY CLERK �� DUBLIN CITY COUNCIL File # 6 b n-; j9 DATE: June 7, 2011 TO: Honorable Mayor and City Councilmembers FROM: A:,oni Pattillo, City Manager SUBJEC ositano/Anderson Affordable Housing Agreement - First Amendment to the Amended and Restated Subsequent Affordable Housing Agreement for the remainder of the Positano Development PA 05-038 Prepared By: John Bakker, City Attorney and Jeri Ram, Community Development Director EXECUTIVE SUMMARY: The City has entered into two agreements with Braddock and Logan entities (Dublin RE Investors, LLC and Braddock and Logan Group II, L.P.) that describe how the Developer will satisfy its affordable housing obligations for the Positano project. Those agreements provide that the Braddock and Logan entities will, among other things: (a) construct a total of 94 inclusionary units (made up of 2 integrated units and 92 second units within the project area); (b) pay a fee (in three installments) of $1,938,760 in-lieu of construction of inclusionary units; and (c) pay a $1,000,000 Community Benefit payment in equal installments at building permit. The proposed amendment alters the location of some of the inclusionary second units. FINANCIAL IMPACT: The costs to administer these Affordable Housing Agreements are included in the administration fees that are charged with the sale of each affordable unit and the annual monitoring of rental projects. RECOMMENDATION: Staff recommends that the City Council adopt the Resolution approving the First Amendment to the Amended and Restated Subsequent Phase Affordable Housing Agreement. ubmitted By: Review d B • Community Development Director Assistant City Manager GP G Page 1 of 4 ITEM NO. 14 •t OV G~~~ OF ~U~~~ 19' e*~~1~ ,8Z \~-~~~1. ~ ~ l ~4LIFOR~~ STAFF REPORT C- T Y C L E R K DUBLIN CITY COUNCIL File # ^~~0-~~ DATE: June 7, 2011 TO: Honorable Mayor and City Councilmembers FROM: Joni Pattillo, City Manager SUBJEC . ositanolAnderson Affordable Housing Agreement - First Amendment to the Amended and Restated Subsequent Affordable Housing Agreement for the remainder of the Positano Development PA 05-038 Prepared By: John Bakker, City Attorney and Jeri Ram, Community Development Director EXECUTIVE SUMMARY: The City has entered into two agreements with Braddock and Logan entities (Dublin RE Investors, LLC and Braddock and Logan Group II, L.P.) that describe how the Developer will satisfy its affordable housing obligations for the Positano project. Those agreements provide that the Braddock and Logan entities will, among other things: (a) construct a total of 94 inclusionary units (made up of 2 integrated units and 92 second units within the project area); (b) pay a fee (in three installments) of $1,938,760 in-lieu of construction of inclusionary units; and (c) pay a$1,000,000 Community Benefit payment in equal installments at building permit. The proposed amendment alters the location of some of the inclusionary second units. FINANCIAL IMPACT: The costs to administer these Affordable Housing Agreements are included in, the administration fees that are charged with the sale of each affordable unit and the annual monitoring of rental projects. RECOMMENDATION: Staff recommends that the City Council adopt the Resolution approving the First Amendment to the Amended and Restated Subsequent Phase Affordable Housing Agreement. ubmitted By: Community Development Director Review d B ~ Assistant City Manager Page 1 of 4 ITEM NO. • DESCRIPTION: Background , Braddock & Logan's Positano development is a residential development consisting of 1,043 single- family homes on a 488-acre project site. The project site is located within the northern portion of the larger Fallon Village project area, east of Fallon Road and the Dublin Ranch development, west and southwest of the City Limits boundary with Alameda County and Doolan Canyon (see Map 1 to the right). Construction of the homes in the first phase is currently underway. Affordable Housing Agreement Inclusionary Zoning Regulations DUBLW PLEA.SdN7Y1N Map 1: Posatano Vicinaty Map The Inclusionary Zoning Regulations of the City of Dublin Zoning Ordinance (Chapter 8.68) contains affordable housing requirements for all new developments of 20 or more units. Residential developments consisting of 20 or more units are required to provide 12.5% of the units as affordable to households with very-low, low, and moderate income levels as determined by the California Department of Housing and Community Development for Alameda County. These affordable units are required to be constructed on-site and integrated with the market rate units. The affordable units are required to be evenly distributed fhroughout the project, include a range of bedrooms consistent with the overall project, and be indistinguishable in exterior appearance from the market rate units. The Inclusionary Zoning Regulations also provide the City Council with the ability to make exceptions to the regulations contained in the Inclusionary Zoning Ordinance, including alternate methods of compliance with the Inclusionary Zoning Regulations such as the development of off-site affordable units. In accordance with the Inclusionary Zoning Regulations, the Positano development has a requirement to provide 130 affordable units. Table 1: Positano Inclusionary Zoning Requirements Total Units Inclusionary Re uirement Inclusionary Units 1,043 12.5% 130 Of this, 40% of the obligation (or 52 units) can be satisfied through the payment of an in-lieu fee, which is due at first building permit. Currently, the in-lieu fee is $102,151 per unit, which would equate to $5,311,852 for 52 units. Braddock and Logan's Affordab/e Housing Obligations Under the Existing Agreements Braddock and Logan proposed an alternative means of compliance, and the City and Braddock and Logan negotiated two agreements that set out those alternate methods of compliance. The first agreement, known as the First Phase Affordable Housing Agreement, sets out the obligations as to the initial 416 lots in the project. The second agreement, known as the Subsequent Phase Affordable Housing Agreement, sets out the obligations as to the 627 lots in the remainder of the project. The First Phase Agreement has been amended seven times. The history of the various agreements are described in the August 17, 2010 Staff Report, attached hereto as Attachment 1. Page 2 of 4 Under the finro agreements, Braddock and Logan will satisfy its Inclusionary Zoning obligations by a combination of housing unit construction (94 units), fees in-lieu of construction ($1,938,760), and the $1,000,000 Community Benefit payment. Table 2 provides a summary of the Applicant's affordable housing construction obligations to address the Inclusionary Zoning obligation for the entire Positano project. Table 2: Proaosed Affordable Housing Unit Production Obligations Unit T e yp Ownership Size of Affordability ' or Rental? ~ncome Level Units Period 2 Single-family For sale moderate (1 unit) 4 bedroom In perpetuity Detached Units low 1 unit units 21 Secondary Units Rental very low (21 units) Studios In perpetuity Studios 71 Secondary Units Rental low (70 units) 1 bedroom/ ~n perpetuity 1 bedroom ve low 1 unit 1 bath 94 Total Units~ In addition, to satisfy the obligations in excess of 94 units, Braddock and Logan is required to pay a fee in-lieu of construction of $1,938,760 in three installments the last of which is August 17, 2013, in addition to the $1,000„000 Community Benefit payment. The Community Benefit payment is paid on a per single family unit basis at building permit. To date, the City has issued 318 building permits out of the 1043 homes (excluding second units) in Positano and received approximately $305, 000 of the $1;000,000 Community Benefit payment. Proposed Change in Unit Locations The Amended and Restated Subsequent Agreement identifies the location of 41 second units in the 627-1ot subsequent phase. As the parties anticipated that Developer's plans might change in the future, the Amended and Restated Subsequent Agreement allowed the Community Development Director to approve changes to the location diagram, provided that those changes were consistent with the Inciusionary Zoning Regulations' requirement that the units be "reasonably dispersed" and that a certain number of Inclusionary Units remained in each neighborhood. Following the completion of grading of a portion. of the Subsequent Phase, Braddock and Logan determined that second units were not feasible on some of the proposed locations. It has therefore proposed to relocate some of the second units. Staff supports the proposed changes in unit locations, but, under the terms of the Subsequent Agreement, Staff was not permitted to approve the revision to the unit locations because the number of units in some of the neighborhoods differed from what the Subsequent Agreement required. The proposed amendment implements the location changes proposed by the Applicant and provides additional flexibility to allow such changes to be approved by Staff in the future. Attachment 2 shows the original locations of the 41 units, and Attachment 3 shows the proposed locations of the 41 units if the amendment is approved. The City Council is asked to adopt a Resolution (Attachment 4) approving the First Amendment to the Amended and Restated Subsequent Phase Affordable Housing Agreement. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None required as changes are allowed per the City's Zoning Regulations. Page 3 of 4 ATTACHMENTS: 1. City Council Staff Report, dated August 17, 2010, without attachments. 2. Original Exhibit Showing Affordable Units Locations in Subsequent Phase. 3. Exhibit Showing Proposed Affordable Units Locations in Subsequent Phase. 4. Resolution approving a First Amendment to Amended and Restated Subsequent Phase Affordable Housing Agreement between the City of Dublin and Dublin RE Investors, LLC with ~ Agreement attached as Exhibit A. 1653015.1 K: ISta~Reports- PC and CCI20111B & L Amend to AHA 6-7-I l ICCSR 6-7-11 B& L Amend to AHA. DOC.DOC Page 4 of 4 ~\,~.~ oF ~~8~ti ~ ~9\~8~~1 ~ ~ % ~~G/FOR~I~ l~l~' S~A-FF REPORT DUBLIN CITY COUNCIL CITY CLERK File # ^~]~~- 3[~[~ DATE: August 17, 2010 TO: Honorable Mayor and City Councilmembers FROM: Joni Pattillo, City Manager SUBJE . Positano/Anderson Affordable Housing Agreement PA 05-038 Seventh Amendment to the Affordable Housing Agreement for the First Phase of Positano and Amended and Restated Subsequent Affordable Housing Agreement for the remainder of the Positano Development Prepared ~By: John Bakker, City Attomey and Jeri f7am, Community Development Director EXECUTIVE SUMMARY: ~ ~ The.City ~has entered into two.agreemenfs with Braddock and Logan entities that~describe how the . Developer will satisfy its affordable housing obligations~ for the Positano _ project. Those agreements provide that the Braddock and Logan entities~will among ~other things: ~.(a) construcfi a total of 130 inclusionary units (made' up of 11 integrated -and 41 second u.nits in the project area and a 78-unit offsite project) and (b) pay a$1,000,000 community benefit payment in equal~installments ($958.77 for each of the 1,~43 units) with each building permit. Developer has determined that the offsite project is infeasible. Accordingly, Braddock & Logan have developed a revised proposal to satisfy its obligation by: (a) constructing a total of 94 inclusionary units (made up of 2 integrated units and 92 second units within the project area); (b) paying a fee (in three instalfinents) of $1,938,760 in-lieu of construction of inclusionary units; and (c) paying a$1,000,000 community benefit payment in equal installments at building permit. The proposed amended agreements would implement the proposal. FINANCIAL IMPACT: . The _ costs to administer these Affordable. Housing Agreements. . are, included in _ the administration fees that are charged with the sale of each affordable unit and the annual monitoring of rental projects. RECOMMENDATION: Staff recommends that the City Council: 1) Receive Staff presentation; 2) Receive comments from the public; and 3) Take the following actions: a) Adopt the Resolution approving Amendment No. 7 to the Affordable Housing Agreement for the First Phase of Positano; and b) Adopt the Resolution approving the Amended and Restated Subsequent Phase Affordable Housing Agree , nt. ~ ubmitted By: Revie ed Community Development Director Assistant City Manager G:~PA#12005\05-038 B&L Stage 2 Fallon vllageWffordabte Housing AgreementWHA Phases 182 Amend 7& 21Staff_Report on 7th Amendment to First Phase AHA and Amended Subsequent AHAfinaI.DOC Page 1 of5 I' ~~ ~~~_J~ ~ ATTACHMENT 1 ~ l~ ~ DESCRIPTtON: Background Braddock & Logan's Positano deve{opment is a residential development consisting of 1,043 single- family homes on a 488-acre project site. The project site is located within the northern portion of the larger Fallon Village pro}ect area, east of Fallon Road and the Dublin Ranch development, west and southwest of the City Limits boundary with Alameda County and Doolan Canyon (see Map 1 to the right). Construction of the homes in the first phase is currently underway. Affordable Housing Agreement lnclusionary Zoning Regulations Map 1: Positano Vicinity Map The Inclusionary Zoning Regulations of the City of Dublin Zoning Ordinance (Chapter 8.68) ~ contains affordable housing requirements for all new developments of 20 or more units. Residential developments consisting of 20 or more units are required to provide 12.5°/a of the ~,: units as, affordable to households with very-low, low, and, moderate.: income ~~levels as ~ determined by,the Califomia Department of Housing and Corrimunity ~Development .for Alameda "~ ~~ ~.County. These affordable units are required to be .constructed on=site and integrated with the ~ r ~ market rate units. The affordable units are required to be-evenly.:distribufed throughout the project, ' include a range of bedrooms consistent with the overall project, ;and be indistinguishable in exterior appearance from the market rate units. The Inclusionery Zoning Regulations, also~ provide the City Council with the ability to make exceptions to the regulations ~'` contained in the Inclusionary Zoning Ordinance, including alternate meth~ods of compliance with the lnclusionary Zoning Regulations such as the development of off,-site affordable units: {n accordance with the Inclusionary Zoning Regulations, the Positano development has a requirement to provide 130 affordable units. Table 1: Positano Inclusiona Zonin Re uirements Total Units Inclusionary Re uirement tnclusionary Units 1,043 12.5% ~ 130 - "' `~ Of this, 40% of the obligation (or 52 units) can be satisfied through the payment of an in-lieu fee, which is due at first building permit. Currently, the in-lieu fee is $102,151 per unit, which would equate to $5,311,852 for 52 units. The Braddock and Logan Affordable Housing Obligations Under the Existing Agreements Braddock and Logan proposed an alternative means of compliance, and the City and Braddock and Logan negotiated two agreements that set out those alternate methods of compliance. The first agreement, known as the First Phase Affordable Housing Agreement, sets out the obligations as to the initial 416 lots in the project. The second agreement, known as the Subsequent Phase Affordabie Housing Agreement, sets out the obiigations as to the 627 lots in the remainder of the project. The First Phase Agreement has been amended six times. The first four amendments were considered signi~icant Amendments and were approved by the City Council. Amendments 5 and 6 were minor, invo{ving changing the location of the lncfusionary units and were approved by Staff. The history of the significant Amendments (Amendments 1- Page 2 of 5 ~3 /g ~ ~,. ;. . ~, 4) and Braddock and Logan's original affordable housing proposal are detailed in the June 16, 2Q09 and ~ctober 20, 2009 staff reports (attached hereto as Attachment 1.) The Subsequent Agreement was amended by Staff on March 25, 2010 to modify the boundary of the subsequent area to be consistent with the Amendments to the First Phase Agreement. The various amendments since June 2009 have involved minor changes to the unit location or to geographic boundaries to accommodate pending development: Table 2 summarizes the manner in which Braddock and Logan is currently obligated to satisfy the Inclusionary Zoning Regulations under the two agreements as amended. The requirements include a combination of on-site integrated units and secondary units, off-site apartments on the Anderson property, and a$1,000,000 Community Benefit Payment. ~.* Table 2: Existin Affordable Nousin unit Nroctuct~on u~i i auvns Unit T e yp Ownershi or Rental? -ncome Level Size of Affordability period Units 11 Single-family For sale moderate (10 units~ 4.bedroom In perpetuity ~' detached Units low 1 units units 21_:Secondary Un;its ~ Rental very low (21 units) Stud~ios ~ ~ In perpetuity Studios ` 20 Secondary Units< Rental ~ow (7 units) 1 bedro,oml .. ~ ~n perpetuity ~ ~ 1 bedroom ,.. ~ ve low 13 units 1.bath ~ • ~ ~ moderate (39 units) 2 bedroom/y 78 Apartments* ` Rental low (16 units) 2 bath 4n perpetuity, ve low 23 units ,. ::` 130 Total Units .; 1 Revised Proposal '.Plus 4 units to sat'isfy the Inclusionary Zoning requirements for the Anderson property: ~ Braddock and Logan has determined and Staff concurs that the 78-unit offsite project is infeasible. In light of this, the Subsequent Agreement must be amended to establish some other means of compliance with the Inclusionary Zoning Regulations. Accordingly, Braddock and Logan has proposed a revised "alternate method" proposal to satisfy its obligations. The proposal includes a combination of housing unit construction (94 units), fees in-lieu of ~ construction ($1,938,760), and the $1,000,000 community benefit payment. 'Table 3 provides a~ ~ summary of the Applicant's current affordable housing proposal to address the lnciusionary Zoning obligation for the entire Positano project. T~hln 3• Prnnnsprl offnrriahlp Hnusina llnit Pr'oducticltl Ohllc]atl~[1S Unit T e yp Ownersh~ ~ Size of Affordability or Renta/ Income Leve! Units period 2 Single-family For sale moderate (1 unit) 4 bedroom In perpetuity Detached Units !ow 1 units units 21 Secondary Units Rental very low (21 units) Studios In perpetuity Studios 71 Secondary Units Rental low (70 units) 1 bedrooml ~n perpetuity 1 bedroom ve low 1 unit 1 bath 94 Total Units Page 3 of 5 lg To satisfy the obligations in excess of 94 units, Braddock and Logan has proposed, in addition to the $1,000,000 community benefit payment, to pay a fee in-lieu of construction of $1,938,760 in three installments the last of which is 36 months after the agreemenYs effective date: At the current rate of $102,151 per unit, this payment equates to approximateiy 19 units. In total, the construction of 94 units and the in-lieu fee payment satisfy the obligation as to 113 of the 130 units required. Braddock and Logan justifies this proposed 17-unit deviation from the terms of the Inclusionary Zoning Ordinance on the grounds that: (1) the 94 inclusionary units it proposes to construct exceed its 78-unit must-build obligation under the Regulations by 16 units; (2) the proposal includes deeper affordability than required under the Regulations (71 low-income units versus the 16 required); (3) the replacement of the integrated and moderate income units with very low and low income rental second units reflects the current state of the real estate market in which more market-rate homes are affordable to moderate income purchasers; (4) the in-lieu fee paymenfs will be made earlier than otherwise required by the Inclusionary Zoning Regulations; and. (5) the units will be affordable in perpetuity rather than the 55 year period required by the Regulations. In addition, the substantially increased number of low-income units will assist the .. ' City in ~ meeting~ its Regional Housing Needs Allocation obligations. ~. Based on~., these ,~justifications, Staff, believes that.the City Council could find that Braddock and,Logan's;altemate ... method:'of~complying:witFi;the Regulations meets.:#he purposes,.of the Regulat~ons. _ ... : .; .. ;~ <. : ~ . -: - ~_; , ,; , , , . , . ~ . . - ~The1~ pcoposed amendments to the First Phase Agreement and the Subsequent Agreement, : attached as .Exhibit A to, respectively, Attachment 2 and Attachment 3 would implement Braddock and Logan's. revised proposal. . ° The First~Phase Agreement is.substantially similar to the existing agreement,•excepting various :,.~~,. ~ changes made to ~ it to change the unit mix in conjunction with the reyised proposal. In particular, nine integrated four bedroom moderate income units have been replaced with 10 low-income, one-bedroom second units, and 12 very low-income, 1 bedroom second units have been converted from very low- to low-income units. Additional non-substantive changes were made to the agreement to eliminate the no-longer-necessary distinction between Parts One and Two of the First Phase and to combine the exhibit showing the location of the affordable units (Exhibit 3) onto a single page. ... The.Amended :and,;Restated Subsequent Agreement involves more substantial;,changes,.and it has therefore been completely restated. The changes, however, are modest: In.particu{ar, the revised agreement eliminates the requirement to complete the 78-unit Anderson project and replaces it with the requirement to construct 41 1-bedroom, low-income, Second Units (see sect. 3.b) and the requirement to pay the $1,938,760 in-lieu fee discussed above (see above). As the Developer's plans may change in the future, as they have in the course of the First Phase, the revised Subsequent Agreement would allow the Community Development Director to approve changes to the location diagram, provided that those changes are consistent with the requirement that the units are "reasonably dispersed." In substance, all other aspects of the agreement remain the same. ATTACHMENTS:. 1. City Council Staff Reports, dated June 16, 2009 and October 20, 2009, without attachments. 2. Resotution Approving Amendment No. 7 to the Affordable Housing Agreement for First Phase (416 Units) of Positano to Modify the Location of the Inclusionary Units Within Part One of Page 4 of 5 , ~~ 1g the First Phase of the Project (PA 05-038 and PA 07-005) [with the amendment attached as Exhibit A] 3. 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'~-~~~~i: ~ ~,~ ~ ~ K~r;~ - ~ I ~ i z ~ ~ ~ O Positano Subsequent P~ase: Affordable Unit Locatious Neighborl~ood Key ec~•.sqan~ f9~~s-0~ LEGEND ~ m ~ Su6scqucnt Y6sie ~ ~ .~ :~ Erpsndrd First Phase i- AFFORUA6LElOT I.OCATIONS: X I.ow Incomo, 0~ Hzdroom'Second Units (41) ROSITANO PARKIVA ~ _ _. ~ ~ - - - - --- - ~ -- ~---~---- MONTN ~~ ~ ~OTTpSCALF. avia~camria•V1DMwn:c.ubwNtvw,~ fJUAGOFAil-Y IIM ~ ~ RFAS.~NItYI. CA Yi588 -(~]5) ]75-0690 ATTACHMENT 3 ~' l8~ RESOLUTION NO. XX -11 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ~*******,~** APPROVING THE FIRST AMENDMENT TO AMENDED AND RESTATED SUBSEQUENT AFFORDABLE HOl1SING AGREEMENT FOR THE CONSTRUCTION OF INCLUSIONARY UNITS AND PAYMENT OF FEES IN LIEU OF CONSTRUCTING INCLUSIONARY HOUSING UNITS WHEREAS, Dublin RE Investors, LLC and Braddock and Logan Group II, L.P. (collectively the Developer) are the owners of several parcels of land within Fallon Village that are known as Positano and consists of 1,043 residential lots; and ' WHEREAS, an Affordable Housing Agreement is required by the Inclusionary Zoning Regulations of City of Dublin Zoning Ordinance (Chapter 8.68); and WHEREAS, the Developer proposed a comprehensive affordable housing proposal to address the requirements of the Inclusionary Zoning Ordinance for the entire Positano development and said proposal includes alternative methods of compliance with the Inclusionary Zoning Regulations; and WHEi2EAS, the City Council held a public meeting on October 18, 2005, to review the affordable housing proposal, and the City Council directed Staff to work with the Developer to refine the affordable housing proposal; and WHEREAS, the City and the Developer subsequently entered into an Affordable Housing Agreement for the Construction of lnclusionary Units in the First Phase of the Positano development, consisting of 416 lots, dated June 5, 2007, as amended on June 17, 2008, November 4, 2008, June 16, 2009, October 20, 2009, January 2010, March 25, 2010, and August 17, 2010 ("the First Phase Agreement"), wherein the Developer agreed to construct a total of 53 affordable units (11 single-family detached homes and 41 secondary units); and WHEREAS, subsequently, the City and Developer entered into a Subsequent Affordable Housing Agreement for the Construction of Inclusionary Units and Payment of Fees In Lieu of Constructing Inclusionary Housing Units, dated November 4, 2008, as amended on March 25, 2010 ("the Subsequent Agreement"), for the remaining 627 lots of Positano known as the Subsequent Phase; and WHEREAS, the Subsequent Agreement provided that Developer would satisfy its affordable housing obligations in the Subsequent Phase by among other things constructing a 78-unit offsite affordable housing project; and WHEREAS, the Developer determined that the offsite project was infeasible, and it and the City entered into an Amended and Restated Subsequent Affordable Housing Agreement that requires the construction of 41 1-bedroom, low-income, Second Units in the Subsequent Phase and the payment of a$1,938,760 fee in-lieu of construction; and ATTACHMENT 4 ~ /8 WHEREAS, Developer now desires to alter the location of the some of the 41 Second Units of which the Subsequent Agreement requires construction; and WHEREAS, the Project has been found to be Categorically Exempt from the California Environmental Quality Act (CEQA); and WHEREAS, a Staff Report dated June 7, 2011, and incorporated herein by reference, described and analyzed the proposed amendment to the Affordable Housing Agreement; and WHEREAS, the City Council did use its independent judgment and consider all said reports, recommendations and testimony. NOW, THEREFORE, BE IT RESOLVED that: A. The City Council of the City of Dublin does hereby approve the First Amendment to the Amended and Restated Subsequent Agreement attached hereto as Exhibit A. " B. The City Manager is authorized to execute the First Amendment to the Amended and Restated Subsequent Agreement attached hereto as Exhibit A including the accompanying memorandum of the agreement. PASSED, APPROVED AND ADOPTED this 7th day of June 2011, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: City Clerk 1653014.1 Mayor K:IStaff Reports- PC and CC1201118 & L Amend to AHA 6-7-111CC Reso Approving First Amendment to Amended and Restated Subsequent Positano AHA (2).DOC -2- ~ !~ ~~ P~ ~ AMENDMENT NO. 1 TO AMENDED AND RESTATED SUBSEQITENT AFFORDABI,E HOUSING AG~tE~MENT FOR THE CONSTRUCTION OF INCLUSIONARY U1~ITS AND PAYMENT OF FEE5 IN LIEU OF CONSTRUCTING INCLUSIONARY HOUSING UIVITS D~blin RE Investors, LLC and Braddock and I,ogan Group II, L.P. Subsequent Phase (627 Residen~ial Lots) of the Positano Project 'T~€IS FI~tS'I' AMENDlO~N"g" to the Amended and Restated Subsequent Affordable Housing Agreement for the Construction of Inclusionary Units and Payment Of Fees In Lieu Of Constructing Inclusionary Housing Units, dated August 17, 2010, is hereby entered into this 7th day of June, 2011 by and among the City of Dublin ("the City"), Dublin RE Investors, LLC, a California limited liability company and Braddock & Logan Group II, L.P., a California limited partnership (collectively, "the Developer"). Recitals 1. City and Developer are parties to an Amended and Restated Subsequent Affordable Housing Agreement for the Construction of Inclusionary Units and Payment of Fees In Lieu of Constructing Inclusionary Housing Units, dated August 17, 2010 ("the Agreement"). The Agreement sets forth the manner of Developer's compliance with the Inclusionary Zoning Regulations contained in Chapter 8.68 of the Dublin Municipal Code ("the Regulations") for the 1043 residential lot development project being pursued by Developer. The Agreement governs 627 residential lots, referred to as the Subsequent Phase, while the other 416 residential parcels, referred to as the First Phase, are governed by a separate agreement among the parties. 2. The Agreement requires, among other things, that with respect to the Subsequent Phase of the Project that is encompassed by the Agreement, Developer construct 41 1-bedroom, low-income, Second Units in the Subsequent Phase, as defined, in the locations depicted in E~ibit 3 to the Agreement. 3. Developer now desires to amend the Agreement as needed in order to change the location of the Second Units depicted in Exhibit 3 to the Agreement. 4. The City is agreeable to the proposed change and finds that the inclusionary units will continue to be dispersed throughout the development as required by the Regulations. NOW, 'TH~d~FOlt~; Developer and City for themselves and their respective successors and assigns hereby agree as follows: Section 1. ~ Amendment of Section 3. b. i of the Agreement. Section 3.b.i of the Agreement is amended to read as follows: "i. Exhibit 3("the Location Diagram") depicts the location of the 41 1-bedroom, Second Units to be constructed in a portion of the Subsequent Phase referred to as Neighborhood C3, the D Neighborhoods. Developer may request that the Amendment No. 1 to Amended and Restated Subsequent Affordable Housing Agreement for the Positano Pro ect ' EXI~IBIT A TO ATTACHMENT 4 11 /~ ~ Community Development Director approve changes to the Location Diagram that alter the location of the Second Units. Upon the Community Development Director's approval, which shall be administrative, the revised Location Diagram shall be automatically incorporated into this agreement as Exhibit 3, replacing the previous Exhibit 3. In approving any revised Location Diagram, the Community Development Director shall find (a) that the Location Diagram shows 20 Second Units in Neighborhood C3 and 21 Second Units in the D Neighborhoods; and (b) that the Inclusionary Units are "reasonably dispersed" throughout Neighborhood C3 and the D Neighborhoods, as required by Section 8.68.030.E of the Regulations." Section 2. Amendment of Exhibit 3. Eghibit 3 of the Agreement is hereby replaced with Ezhibit A to this Agreement. Section 3. All other provisions of the Agreement shall remain in effect. 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 DUBLIN RE INVESTORS, LLC a California limited liability company By: Joni Pattillo, City Manager By: Braddock and Logan Services, Inc. a California corporation Attest: Its: Manager Caroline Soto, City Clerk By; '~4 ~ oseph E. Raphel Approved as to form Its: President BRADDOCK & LOGAN GROUP II, L.P. A California limited partnership John Bakker, City Attorney By: Braddock and Logan Services, Inc. a California corporation Its: General Partner By: oseph E. Ra el Its: President 1624757.1 Amendment No. 1 to Amended and Restated Subsequent Affordable Housing Agreement for the Positano Project ia ~~ ~ EX~IIBI'T A Revised E~ibit 3 to the Agreement ["Diagram and Location of Inclusionary Units in the Subsequent Phase of the Project"] 13~, ~ ' Pasitano ,~ . Sulisequent I'I~ase: ~ . .Affor~abie IJnit - - _. _.~.~ : i ~ x- Lacations ' ~ ~~ ~ `'°,>~. 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( / ~ ~.;; ; _.._ P . ~~ . ~~ .. . _ 'x.~~ ; ~ g ; -~ ',~ ~ o _ 0 _ ~ ~ ,. , , ''~ `~ ° ~ POSITAI~O PARKIVAY , t ~ ~ , I ;: ,: ;,;. ; .. ,-.- _ / . ~.. ;. / ;;; .; ;, ; '• ; ;, / / ~r ; l .~ ,~ . ~ ~ ,; / ~ ' , ; ; ; ~ ~~ ~~ ~ EXHI~I'T ~ Revised Memorandum of Affordable Housing Agreement for the Construction of Inclusionary Units and the Payment of Fees In-Lieu of Constructing Inclusionary Housing Units l ~~' RECORDING REQUESTED BY: CITY O~ DiJ~I.iN 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 ~M~~~~~ ~~ f~~~~~~ f~~ ~S~A~~~ S~S~~~~Z' E~~~~~~~ ~~US~~ l~~s~~~~~~ ~Ofl2 'I'I~ C'O1vST~2IJC~'~OlV O~ ~P1C'I,iJSIOliTA~tX IT1Vd'g'S ~N~ ~AX1V~leT'B' OI+' FE~S IN LIEZT OI' CONSTI2YJC'I'ING Yl~TCLgJSI~NAlt~' ~IO~JS~NG i.1Ng'I'S Daabliga RE Investors, I.LC anc~ ~raddock and I~ogan Grotag~ II, ~,.P. S~abseqaaeaat ~h~se (627 ~esiden~al Lo~s) of the Positano ~roject This Memorandum of Subsequent Affordable Housing Agreement for the Construction of Inclusionary Units and the Payment of Fees In-Lieu of Constructing Inclusionary Units (this "Memorandum") is entered into on this 7th day of June, 201 l, by and among the City of Dublin, a municipal corporation (hereafter "City") and Dublin RE Investors, LLC, a California limited liability company, and Braddock & Logan Group II, L.P., a California limited partnership (collectively, "the Developer"). 1. Pursuant to the Amended and Restated Subsequent Affordable Housing Agreement for the Construction of Inclusionary Units and Payment of Fees In Lieu of Constructing Inclusionary Housing Units, dated as of August 17, 2010, by and between City and Developer, as amended by Amendment No. 1 to said agreement, dated June 7, 2011 (the "Agreement"), the Parties have set forth their respective obligations with respect to the provision of affordable units on lands presently owned by Developer, a portion of the 1043 residential parcel Positano Project (the "Project") , and more specifically described in Exhibit A(the "Property"). These obligations run with the land. 2. The City and the Developer are parties to a certain Affordable Housing Agreement that sets out the specific obligations for the construction of Inclusionary Units and payment of fees in lieu thereof in conjunction with the a 416 residential parcel phase of the ~ Project ("the Initial Agreement"). The Initial Agreement anticipates the parties entering into a subsequent affordable housing agreement setting forth the manner in which the Regulations will be complied with for the remainder of the Project. . l~ ~~ ~. 3. The Agreement sets out the specific obligations for the construction of Inclusionary Units and payment of fees in lieu thereof in conjunction with a subsequent 627 residential parcel phase of the development of the Proj ect. The Agreement also obligates the Developer to make a Community Benefit Payment, as described in the Agreement, prior to issuance of building permits for each residential unit (excepting Second Units) within the Subsequent Phase. 4. Developer and City have executed and recorded this instrument to give notice of the Agreement, and the respective rights and obligations of Developer and City. The unrecorded Subsequent Affordable Housing Agreement for the Construction of Inclusionary Units and Payment of Fees in Lieu of Constructing Inclusionary Housing Units, as amended, is incorporated by reference in its entirety in this Memorandum. 5. This Memorandum shall bind and inure to the benefit of the parties and their respective heirs, successors and assigns, subject however to restrictions set forth in the Agreement regarding assignment. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written. CITY OF DUBLIN By: Attest: Joni Pattillo, City Manager Caroline Soto, City Clerk Approved as to form John Bakker, City Attorney DUBLIN RE 1NVESTORS, LLC a California limited liability company By: Braddock and Logan Services, Inc. a California corporation Its Manager By: ~ N . Its: BRADDOCK & LOGAN GROUP II, L.P. A California limited partnership By: Braddock and Logan Services, Inc. a California corporation Its General Partner By: N . Its: ~~ ~~ CALIFORI~IA AI.L-PUF~POSE ACKI~fOWLEDGMENT State of California County of ~ ~ ~T~ ~'.~ S i {n On ~ l~~ ll I before me, ~i~ ~~CJ~.~ ~. ~.YY1~,;ni~~ N r~T~,~-~,{ V~3 ~L / G, Date Here Insert Name and Pitl of the Officer personally appeared ~~-' S~- P N ~ ' ~~ ~ ,~ ~ ~ 1..~. ~ who proved to me on the basis of satisfac~ory evidence to be the person(~ whose name~~/~subscribed to the within instrument and acknowledged to me that ~sJ~f~ey executed the same int~ii~llaer~#eir authorized capacity(i~, and that by ~herl#~aefr signature(`~ on the instrument the person(~), or the entity upon behalf of NANCY E. EMBREY which the person~) acted, executed the instrument. Commission # 1859710 a.-~ ~ Notary Public - California z z~ ~• Contra Costa County ' I certify under PENALTY OF PERJURY under the laws My Comm. Expires Aug 1, 2013 J of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ~ • Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could p~event fraudulent removal and reattachment of this form to another document. Description of Attached Document ~+~-I~ ~~u~ ~~- Title or Type of Document: `~ ' "U'Y~ } T ~ ~ ~'' ~-gj-IZ~.~" ~-rJ ~ ~ Document Date: ~P' ~/~~ Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ~~S ~-pt` ~ ~(~ ~~`~ Signer's Name: ^ Individual ^ Individual ^ Corporate Officer - Tifle(s): ^ Partner - ^ Limited ^ General ^ Attorney in Fact ~ ^ Trustee Top of thumb here ^ Guardian or Conservator ^ Other: Signer Is Representing: /1~. ~.~~ _ /I ~ ~ _.-. \_ ^ Corporate Officer - Title(s): ^ Partner - ^ Limited ^ General ^ Attorney in Fact • ~ - ^ TfUStQ@ ' Top of thumb here ^ Guardian or Conservator ^ Other: ~ Signer Is Representing: ,.., ~ ~ r _ - . I OO 2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1-800-876-6827 ~~ cg CALIFOFiI~IA ALL-Pl1RPO5E ACKP+~OWLEDGMENT State of California County of C~h~-r(L~ C p S~~ On S l 7~~v /~~ before me, iV ~r~U~ ~,. ~YY~.~,r~'~~ NUT¢},~--U ~~ ~L / C, Date ~ Here Insert Name and fiitl of the Officer personally appeared P - ~- NANCY E. EMBREY Commission # 1859710 Z;-r Notary Public - California z z Contra Costa County ' My Comm. Expires Aug 1, 2013 Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person~) whose name( is ~ subscribed to the within instrument and acknowledged to me that Qa~/she/#~eq executed the same in is herf~eir authorized capacity~a.~and that by -ii h~ei~signature(ys} on the instrument the person(~, or the entity upon behalf of which the person(s~ acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ~ • ~ . Signature of Notary Public OPTIONAL Though the information below is not requrred by law, it may prove valuable to persons relying on the document and could prevent fraudu(ent removal and reattachment of this form to another document. Description of Atta hed Document ~ ~~` ~ " ~ ~ ~ d~-.~ '~ ~ ~~f~~ Title orType of Document ~Vri-- ~ ~~ ~ Document Date: ~ I~ I 1~ Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name ~ c~~ e L-~ ~ ~f' ~ 11~~ ^ Individual ^ Corporate Officer - Title(s): _ ^ Partner - ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator ^ Other: Signer Is Representing: ~S~.P H ~ Signer Is Representing: Signer's Name: ^ Individual ^ Corporate Officer - Title(s): _ ^ Partner - ^ Limited ^ General ^ Attorney in Fact ^ Trustee ' ^ Guardian or Conservator ^ Other: ~. ~ ~ A ~ ~,~ . Top of thumb here - -- - - - - --.,~..` - - - - - - ~ OO 2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #590~ Reorder: Call Toll-Free 1-800-876-6827