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6.1 DublinTransitCtr MDA
vITY CLERK File # AGENDA STATEMENT CITY COUNCIL MEETING DATE: May 6, 2003 SUBJECT: PUBLIC HEARING: PA 00-013 Dublin Transit Center Master Development Agreement (Report Prepared by: Michael Porto, Planning Consultant) ATTACHMENTS: 1. An Ordinance of the City of Dublin approving a Master Development Agreement between the City of Dublin and Alameda County Surplus Property Authority for the Transit Center (with Master Development Agreement attached as Exhibit A to Attachment 1) RECOMMENDATION: 1. Open public hearing 2. Receive staff presentation 3. Take public testimony. 4. Question staff; applicant, and the public. 5. Close public hearing and deliberate. 6. Waive reading and adopt Ordinance (Attachment 1) approving the Master Development Agreement. FINANCIAL STATEMENT: None PROJECT DESCRIPTION: The proposed Master Development Agreement between the City of Dublin and Alameda County Surplus Property Authority is attached as Exhibit A of Attachment 1 to this staff report. The Transit Center was added to the Eastern Dublin Specific Plan Area on December 3, 2002. As this is a Master Development Agreement, all future specific developments proposed for the Transit Center must enter into separate Development Agreements to comply with the Eastern Dublin Specific Plan. Items in the Development Agreement include, but are not limited to, the financing and timing of infrastructure; affordable housing and a public art contribution. City procedure and state law requires that there be three public hearings on Development Agreements. The purpose for the hearing before the Planning Commission is to recommend approval of the Development Agreements to the City Council. COPIES TO: Applicant In House Distribution ITEM NO. +/ L 0� Planning Comrn~ssiott Action: The Planning Commission, at it's meeting of April 8, 2003, expressed concerns regarding the clustering of affordable housing units in one project. Additionally, they expressed that the units should be indistinguishable from the market rate housing and the possibility of the waiver of future commercial linkage fees. The Planning Commission voted 3 to I (Commissioner King dissenting and Machtmes absent) in favor of this Master Development Agreement. (See Attachment 2, Planning Commission Resolution) City Cot, nciI Act~on: At a public hearing on April 15, 2003, the City Council heard a presentation from Staff, took testimony from the applicant, waived the reading and introduced an Ordinance approving the Master Development Agreement with Alameda County Surplus Property Authority for the Transk Center. RECOMMENDATION: Staffrecommends that the City Council conduct a public hearing, deliberate, waive the reading and adopt an Ordinance (Attachment t) approving the Development Agreement (Exhibit A) between the City of Dublin and Alameda County Surplus Property Authority. o iN c : ci?¥ c0t C oF T tS cITy OF APPROVING THE MASTER DE~LOP~NT AGREEMENT FOR PA 00.013 S~LUS PROPERTY AUTHORITY OF ALAMEDACOUN~ FOR THE D~LIN T~SIT .CENTER THE CITY cOUNCIL OF THE CITy OF DUBLIN ~DOES HEREBY ORDAIN AS FOLLOWS: SeCtiOn 1. ~CITALS : A. The p.roposed Dublin Transit Center is located within the boundaries of the Eastern Dublin Specific Plan ('~Spe~ifiC'P1an'') in:an ar~a, which is desi~at~a on ~the General Pian Land Use Element Map, and Easte~ Dubt~ S~eeific plan Land Use Map as Hi~ DensitY.Residential, :camPus Office and Public/Semi Public land uses. 'B.: P~saant :i6 the Caiifo~g Enviromental Quali~ Act: (CEQA)i~ CEQA Guidelines Section 15182; The City ~{Dub~ aS the Lead Xgency; haS Pi~edan Envir°~ent~Impact Kep6R ~d Mitigati0~ Monitoring Program for the above-referenced proposed project. The Draft Environmental: Impact :RepOrt Was available for public review'from July 6,2001 to August 21,2001 and the City subsequently recircutated an analysis of ~ddiii6haI:impaet~ for ~ 45~day public reVie/v:.Peri6d from July 16, 2002 to Au~st 30, 2002: Environmental Impact Report was ce~ified bythe City Co~cil on December 3; 2002, C. The Master Development Agreement between the City of Dublin and Alameda County Surplus Property Authority has been presented to the City Council, Exhibit A, attached hereto. D. A public hearing on the proposed Master Development Agreement was held before the Planning Commission on April 8; 2003, 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 Master DeVeloPment Agreement. · F. A public hearing on the proposed Master Development Agreement was held before the City Council on April 15, 2003 and May 6, 2003, for which public notice Was given as provided by law, G. The City' Co~Cil has considered the rec°mmendation of the pl~ng C°mmiSsi°n Who conSidered the item at ~e April 8, 2'003 meetingi including the Planning Co~ission, s reasons for its recommendation, the Agenda Statement, all comments received in ~ting and all teStimony receiVed at the public hearing. Section 2. FINDINGs AND DETERM~ATIONS Therefore, on the basis of (a) the foregoing Recitals which are incorporated herein, (b) the City of Dublin's General~ Plan, (c) the Eastern Dublin General Plan Amendment, (d) the Specific Plan, (e) the EI~ (f) the individual Mitigated Negative Declarations (g) the Agenda Statement, and on the basis of the specific conclusions set forth below, the City Council finds and determ/nes that: 1. The Master 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 Eastern Dublin General Plan Amendment, and in the Specific Plan in that (a) the General Plan and Specific Plan land use designations for the site are High Density Residential, Campus Office and Public/Semi Public Land Uses and the proposed project is a project consistent with those land uses, (b) the project is consistent with the fiscal policies of the General Plan and Specific Pi'an with respect to provision of .ATTACHMENt? infrastructure and public services, and (c) the Master Development Agreement includes provisions relating to vesting of development rights, and similar provisions set forth in the Specific Plan. 2. The Master 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 a PD District Overlay Zone for the Dublin Transit Center and Vesting TentatiVe Map, General Plan and Specific Plan Amendment and Site Development Review.' 3. The Master Development Agreement is in conformity with public convenience, general welfare and good land use policies in that the Dublin Transit Center will implement land use guidelines set forth in the Specific Plan and the General Plan which have planned for residential, commercial, parks, public and semi-public, open space and campus office uses at this location. 4. The Master Development Agreement will not be detrimental to the health, safety and general welfare in that the project will proceed in accordance with all the programs and policies of the Eastern Dublin Specific Plan. 5. The Master 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 Specific Plan. 6. The Master Development Agreement provides for subsequent development agreements for individual projects i,n compliance with the Eastern Dublin Specific Plan. Section 3. APPROVAL The City Council hereby approves the Development Agreement (Exhibits A) and authorizes the Mayor to sign. Section 4. RECORDATION Within ten (10) days after the Development Agreement are 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. PASSED AND ADOPTED BY the City Council of the City of Dublin, on this 6th day of May 2003, by the following votes: AYES:' NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk 2 City of Dublin When Recorded Mail To: City Clerk City of Dublin 100 Civic Plaza Dublin, CA 94568 Space above'this line for Recorder's Use MASTER DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBLIN AND SURPLUS PROPERTY AUTHORITY OF ALAMEDA COUNTY FOR THE DUBLIN TRANSIT CENTER PROJECT THIS DEVELOPMENT AGREEMENT is made and entered in the City of Dublin on this day of ,2003, by and between the CITY OF DUBLI N, a Mur~icipal Corporation (hereafter "City"), and SURPLUS PROPERTY AUTHORITY OF THE COUNTY OF ALAMEDA, a Public Corporation (hereafter "Developer"), Pursuant to the authority of §§ 65864 et seq. of the California Government Code and Dublin Municipal Code, Chapter 8.56. RECITALS A. California Government Code §§ 65864 et seq. and Chapter 8.56 of the Dublin Municipal Code (hereafter "Chapter 8.56") authorize the CITY to enter into an 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; and B. DEVELOPER desires to develop and holds legal interest in certain real property located in the City of Dublin, County of Alameda, State of California, consisting of approximately 77 acres, which property together with approximately 14 acres of public right-of-way is more particularly desCribed in Exhibit A attached hereto and incorporated herein by this reference and which real property is hereafter called the "Dublin Transit Center Property"; and C. DEVELOPER proposes the development of the Dublin Transit Center Property with a mixed use project to include a village green, approximately 1,500 high- density residential units (referred to as Sites A, B and C), approximately two million square feet of campus office ranging in height from eight to ten stories (referred to as Sites D-l, D-2, E-l, and E-2), a neighborhood park (Site F), approximately 8.65 acres of public/semi public uses including a parking garage for the adjacent'BART station and public roads (DeMarcus Boulevard, Iron Horse Parkway, Campus Drive and Altamirano Road) (together, the "Dublin Transit Center Project"); and D. DEVELOPER has applied for, and CITY has approved, various land use approvals in connection with the development of the Dublin Transit Center Project, including: 1 ) a general plan amendment (Resolution No. 216-02); 2) an amendment to the Eastern Dublin Specific Plan to add the Dublin Transit Center Property to the specific plan area (Resolution No. 216-02); 3) tentative parcel map 7892 to divide 35.1 acres west of Arnold Road into five parcels (Planning Commission Resolution 02-40); and 4) a PD District rezoning including a Stage 1 Development Plan (Ordinance No. 21- 02) (collectively the "Dublin Transit Center Project Approvals"); and E. Development of the Dublin Transit Center Property by DEVELOPER is subject to certain future discretionary approvals including Stage 2 Development Plans, and site development review; and Development Agreement Between City of Dublin Page 1 of 20 Surplus Property Authority and Transit Center 626294 04/02/03 F. DEVELOPER has requested a development agreement in advance of the time when a -development agreement will be required by CITY for the 'Dublin Transit Center Property to comply with Chapter 11 of the Eastern Dublin Specific Plan and CITY has ~gre~d' to ent~r:.into this a~reement On the Condition that a further development agreement or agreements 'will be required at the times .described hereinafter in $~ction 6; and G. The 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 Chapter 8.56; and H. CITY and .DEVELOPER have reached agreement and desire to express herein a Development Agreement that will facilitate development of the Dublin Transit Center Project subject to conditions set forth herein; and t. Pursuant tothe California Environmental Quality Act (CEQA) the City certified an Environmental Impact Report ("EIR"..)for the Dublin Transit Center Project by Resolution 2t 5,02 and,has found that the EIR is.adequate for this Agreement; and J. On .,.2003, the City Council of.the City of Dublin adopted Ordinance No, --03 approwng this Development Agreement. The ordinance took effect on __, 2003. NOW, THERE:FORE, 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 Section 1. Description of Property. The .property which :is the subject of this DeVelopment Agreement is described in Exhibit A attached hereto (the "Dublin Transit Center Pro perry"). Section 2. Interest of Developer. The DEVELOPER has a legal or equitable interest in the Dublin Transit Center Property in that, with the exception of public rights-of-way and a portion of'[he property owned by the BaY Area Rapid Transit District, it owns 'the Dublin Transit Center Property in fee simple. Development Agreement Between City of Dublin Page 2 of 20 Surplus Property Authority and Transit Center 626294 04/02/03 Section 3. RelationshiP of City and Developer.... it is understood.:t~at this Agreement is a contract that has been negotiated and voluntarily entered in~6 by Cl~ and DEVELOPER and that the DEVELOPER is not an agent of 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. Section 4. Effective Date and Term. Section 4.1 Effective Date. The effective date of this Agreement shall be the date upon Which this Agreement is signed by CITY. Section 4.2 Term. The term of this Development 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.th .s.&greement:.. Notwithstanding the preceding sentence, thiS agreement shall not to any portion of the Dublin Transit Center Property following the pecific Plan Development Agreement, as defined and described in Section 4.3 Optional Extension. Prior to the termination of this Development Agreement, as provided in Section 4.2, DEVELOPER may extend the term of the Development Agreement. To do so, DEVELOPER shall give CITY written notice at least 90 days prior to the termination date of the Development Agreement. At the time DEVELOPER provides such notice, DEVELOPER shall make a contribution to CITY in the amount of One Hundred ThoUSand Dollars ($100,000). Upon receipt of the notice and the contribution, the City Manager shall approve the extension and shall notify the DEVELOPER in writing that the term of'the Development Agreement has been automaticall.y extended for an additional one-year period, commencing on the date the Development Agreement would otherwise have terminated. The DEVELOPER may exercise its option to extend the Development Agreement no more than ten times, for a maximum total term of the Development Agreement of fifteen years. The total contribution for the maximum extension of ten years will be One Million Dollars ($1,000,000). Section 5. Use of the Dublin Transit Center Property. Section 5.1 Right to Develop. Developer shall have the vested right to develop the Dublin Transit Center Project on the Dublin Transit Center Property in accordance with the terms and conditions of this Agreement, the Dublin Transit Center Project Approvals, and any amendments to any of them as shall, from time to time, be approved pursuant to this Agreement. Section 5.2 Permitted Uses. The permitted uses of the Dublin Transit Center Property, the density and intensity of use, the height, bulk and size of proposed Development Agreement Between City of Dublin Page 3 of 20 Surplus Property Authority and Transit Center 626294 04102/03 buildings, general provisions for reservation or dedication of land for public purposes and general location and maintenance of on-site and off-site improvements, general lo'cation of public utilities (operated by CITY) and other terms and conditions of development applicable to the Dublin Transit Center Property, Shall be tt~ose set forth in this Agreement, the Dublin Transit Center Project Approvals and any amendments to this Agreement or the Dublin Transit Center Project Approvals. Section 6. ~uture Development Agreement(s) Rectuired. Notwithstanding any other provision of this Development Agreement to the contrary, DEVELOPER shall not be able to develop the Dublin Transit Center Property, or any portionsthereof, until it has entered into another development agreement or agreements with CITY, applicable .to the portions of the Dublin Transit Center Property, which DEVELOPER proposes to develop .as required by Chapter 11 of the Eastern Dublin Specific Plan (a "Specific Plan Development Agreement"). The purpose of the "Specific Plan Development Agreemen¢ shall be to comply with the requirement of Chapter 11. The "Specific Plan Development Agreement" for Sites.A, B and C will include affordable housing, provisions consistent with Section t2 of this agreement. As used herein, "develop" shall mean recordation of a final subdivision map, a final parcel map for a commercial or office use, a final map for medium, medium high or high density residential use or issuance of a conditional use permit, site development review or a .building permit. Section 7. ApPlicable Rules, Regulations and Official Policies. Section 7.1 Rules. re Permitted Uses. Unless otherwise expressly provided in Paragraph 5 of this Agreement, for the term of this Agreement, the City's ordinances, resolutions, rUles, regulations and official policies governing the permitted and conditional permitted uses o{ the` Dublin Transit center PrOperty, governing_density and intensity of use of the DUblin TranSit Center Property and the maximum height, bulk and size of proposed buildings shall be those in force and effect on the effective date of this Agreement. Section 7.2 Rules re Design and ConStruction of PubliC Improvements. The ordinances, resolutions, rules, reg ulatior~s 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 permit approval for the public improvement. Section 7.3 Uniform Codes APplicable. Unless expressly provided in Paragraph 5 of this Agreement, the Dublin Transit Center Project shall be constructed in accordance with the proVisions of the City's adopted Uniform Building, Mechanical, Plumbing, Electrical and Fire codes and Title 24 of the california 'Code of RegulatiOns, relating '~o BU'ilding standards, in effeCt at the time of approva of the appropriate Development Agreement Between City of Dublin Page 4 of 20 Surplus Property Authority and Transit Center 626294 O4/O2/O3 building, grading, or other construction permits for the Dublin Transit Center Project. Section 8. Moratorium Not Applicable; . Notwithstanding anything to the contrary contained herein, in the event an ordinance, resolution or other ~easure is ena(~ted, whether bY aCtiOn of 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 Dublin Transit Center Project on all or any part of the Dublin Transit Center Property, CITY agrees that such ordinance, resolution or other measure shall not apPly.to the Dublin Transit Center Project; the DUblin Transit Center property, this Agreement or the Dublin T. ransit Center Project APprovals unless the building impOSed by CITY as part of a declaration of a local emergency (including a morat0dU~-due to lack of sewer or water CapaCity) or State of emergency as 8efined i~ Government Code § 8558. Section 9. AppliCable Fees and Dedications; Time of Payment. The Dublin Transit Center Property shall be subject to those development impact fees, dedications and other feeS applicable to new development required by CITY's adopted ordinances, resolutions an8 policies which are' in effect at the time-of approval of the last discretionary approval. All applicable development impact fees for the Dublin Transit Center Property wilt be paid by DEVELOPER at .the time of issuance of building permits and in the then- current amount of the impact fee. DEVELOPER has requested CITY consider amending its Eastern Dublin Traffic Impact Fee (TI) to include the Dublin Transit Center Property within such fee and to determine whether certain infrastructure improvements required by the parcel map conditions and the proposed BART parking garage are needed by development v~ithin the Eastern Dublin area and should be included as improvements to be funded by the fee. These improvements consist of (1) improvements t© the Dublin/Dougherty intersection including Dougherty Road from the intersection to 1-580; (2) Scarlett Drive extension; (3) Hacienda Drive/i-580 Interchange; and (4) parking spaces inthe proposed BART parking garage estimated to cost $6,000,000. CITY agrees to consider such amendments to its TIF as expeditiously as possible. Section t0, Subsequently Enacted or Revised' Fees, Assessments and Taxes. Section 10.1 Fees, Exactions, Dedications. CITY and DEVELOPER agree that the fees payable and exactions required in connection with the development of the Dublin Transit Center Project for purpoSes of mitigating enviro'nmental and other impacts of the Dublin Transit Center Project, providing infrastructure for the'Dublin Development Agreement Between City of Dublin Page 5 of 20 Surplus Property Authority and Transit Center 626294 04/02/03 Transit Center Project and complying with the Specific Plan shall be determined at the time of future discretionary approvals. Section 10.2 Revised Application Fees. Any existing application, processing and. inspection fees that are revised during the term of this Agreement shall apply to the Dublin Transit Center Project provided that (1) such fees have general applicability; and (2) the application of such fees to the Dublin Transit Center Property is prospective. Section 10.3 New Taxes. Any subsequently enacted city-wide taxes shall apply to the Dublin Transit Center Project provided that the application of such taxes to the Dublin Transit Center Property is prospective. Section 10.4 Assessments. Nothing herein shall be construed to relieve the Dublin Transit Center Property from assessments levied against it by City pursuant to any statutory procedure for the assessment of property to pay for infrastructure and/or services which benefit the Dublin Transit Center Property. Section 10.5 Vote on Future Assessments and Fees. In the event that any assessment, fee or charge which is applicable to the Dublin Transit Center Property is subject to Article XIlID of the California Constitution and DEVELOPER does not return its ballot, DEVELOPER agrees, on behalf of itself and its successors, that CITY may count DEVELOPER's ballot as affirmatively voting in favor of such assessment, fee or charge. Section 11. Infrastructure. Certain infrastructure improvements will be required for the Dublin Transit Center Project. Notwithstanding anything to the contrary in the Dublin Transit Center Project Approvals or this agreement, DEVELOPER will construct, or cause to be constructed, the following infrastructure improvements at the times indicated below. All infrastructure improvements shall be constructed to the satisfaction and requirements of the CITY's Public Works Director. Ail other infrastructure for the Dublin Transit Center Project will be provided as required by the Dublin Transit Center.Project Approvals or future approvals. Section 11.1 Altamirano Road and Arnold Road to Dublin Boulevard. Altamirano Road and Arnold Road north to Dublin Boulevard shall be constructed to proVide a second access to the BART garage generally as shown on the diagram attached as Exhibit B-1. The Altamirano Road improvements shall, at a minimum, consist of the southern curb and gutter and a minimum 24-foot wide pavement with a temporary 4-foot wide rock shoulder on the north frontage. The Arnold Road improvements shall consist of median curbs with 12- foot wide pavements in each direction and a temporary 4-foot wide rock shoulder on each frontage. Lighting will be required. Landscaping will not be Development Agreement Between City of Dublin Page 6 of 20 Surplus Property Authority and Transit Center 626294 O4/O2/03 required with this phase of construction. The DEVELOPER shall enter into an agreement for construction of the improvements and a right-of-entry to construct the improvements within olTy right-of- way. DEVELOPER shall complete construction of the improvements and offer them to CITY for dedication no later than commencement of public use of the BART parking garage to be constructed to accommodate approximately 1,700 spaces in the area shown as Public/Semi-Public in the General Plan. Construction of such improvements shall be at DEVELOPER's sole cost and expense. Section 11.2 Martinelli WaY (also known as Di.qital Drive) from Iron Horse Parkway to Arnold Road. Martinelli Way (Digital Drive) shall be constructed to provide access from Iron Horse Parkway to Arnold Road generally as shown on the diagram attached as Exhibit B-2. The' improveme, ntsshait consist of median curbs with 12- foot wide pavement in each direction and a temporary 4-foot wide rock shoulder on each frontage. Lighting will be required. Landscaping will not be required with this phase of construction. The DEVELOPER shall enter into an agreement for construction of the improvements and a right-of-entry to construct the improvements within CITY right-of- way. DEVELOPER shall complete cOnstruction of the improvements and offer them to CITY for dedication no later than issuance of a certificate of occupancy for the first residential building on Site C. Construction of such improvements shall be at DEVELOPER's sole cost and expense. Section 11.3 Dublin/Dou.qherty Intersection Improvements. Within 60 days of notice from CITY, DEVELOPER will advance to CITY monies for aoquisition of right-of-way needed for the improvements planned for the intersection of Dublin Boulevard and Dougherty Road and for construction of such improvements. The amount of money requested by CITY will be based on the DEVELOPER's fair share of the deficit (spread over those projects which are required to make up the deficit) betWeen funds available to CITY from Category 2 Eastern Dublin Traffic Impact Fee fUnds and the estimated cost of acquiring the right-of-way and constructing the improvements. The City will request advances in increments as monies are needed, provided that the amount of money to be advanced shall not exceed Two Million Dollars ($2,000,000). CITY shall provide a credit to DEVELOPER for any advance of monies made pursuant to this section. The credit shall be for Category 2 of the Eastern Dublin Traffic Impact Fee. All aspects of the credit shall be governed by CITY's Administrative Development Agreement Between City of Dublin Page 7 of 20 Surplus Property Authority and Transit Center 626294 O4/O2/03 Guidelines for Eastem Dublin Traffic Impact Fees (Resolution NO. 23-99) ("TIF ; Section 11.4 SCarlett. D?e;;R,.igl~t~efCW. a¥. ' DEYB~OPER. will :recommend to the County of Alameda ("COUNTY")'~hat,- Upon request by Ei~Y to aC~uire 'any of the land owned., by'the ~¢¢unty 9¢Alameda.~aCjacent to..~he ¢o~er Southern Ba.cific:. l~ailroad right-of,way...i~e~': Du ~li:~ :Bo uibvardii!~a~8,,. Doughe~: R~~.d:;,.~,~.:c°nstru~tiOp :el:- a. rOad known, as §.c:ai[le~,. ~.~i~e:',; Ci~'D'NTY':'Wiil ;:ag'~ee tha~t' thbl;iy~iu~i :°~ ~6'~. portb.~ ,of sych i:; .. property t°be s,o"abquir~d"Shali"~e ;~e event shall the 'fair market value exceed the land Vai'Ue u~ed bY' CITY in calculating its then-¢uffent Ba.~..te.¢. Dublie,T~8~,olmpact,Fee~ COUNTY,.ag~ees.that~it:~iil se.l! such land to Cl~.wben'-r~ueSte~'~bY,OlTY,-'.: C:l.~¥:WiII new?read;::¢te, cbe~C'a![ed:,~carlett. D'iive, and ~wi!l:.,[e'-locate Horse,Trail reqUired tobe relocated as:par{ This secti0n Sh~ilf::SU¢iVe t:e~ination of this Agreement. · SeCtion 12,- AffO~r~Ble :!Fle.~'i~in'.q... DEVESt'PER stiall bo~P!y::witb the p.rovi~ions of Ci~'s'/riclusion'a~ Z0riing Ordin~inCe (:~'~b;iin M~i.nicipal Uose c~aCter'8.68) ii~ effect at.t:lie 'time. of approval of. site Development Review. Ail Ddb!in Transit Center Proj All required moderate units for the entire Dublin ~ransit Center P[;oject may be located on Sites A-l, B and C. City shall require ten pe~t:':(1 ~'%:) Of'ti~b"*~nits on Sites B and:O t¢.:be~.med.erate u.r!its~, with remair~ing :~oder..a..~e..u;~itS'to be Iocated.,o~.Site A-1. CI~ shall use .the definition in l:;:jublin 'MUni¢i~ii' O0d~;:§:8;6~;0`20.D [80% to 120% of median ~ncem. e,,.aS adjusted] .for moder;a~e.:.mcome, -- A minimum o~...,15%, of~the,tetali~units.~constru~ sit; Center Property ~shall be. ir~¢!usionary units'O~nSiste~ ~nary Zoning Ordinance. The CITY. ~ill provide credits to DEVELOPER fo..r any i~B¢!uS.iena.ry units constructed in excess of.,.15'~/~, as I~roVided i'nthe lr~ci'usionary Zon'i'ng Ordinance. DEVELOPER shall enter into an affo~able housing agreement, as required by the lnclusiOnaryZoning Ordinance, for each-:,9r~ject~.~ithinth¢ Dublin Transit Center. Each project'on Sites B and C shall inoluS'~:;~i:minimum of,ten percent.(10%) moderate units. The affordable housing agreement shall assure that ¢onstruction:.of the inciusjonary units occurs contemporaneously with construction of the market rate units on Sites A-l, B and C. No building permit for any building on Sites A-1 or C shall be issued unless the building permits for all iow income and very-iow income units on Site A-2 have been issued and construction of such units has commenced. Development Agreement Between City of Dublin Page 8 of 20, Surplb's 'Property Authority and Transit Center 626294. 04/02/03 This section shall survive termination of this agreement. Section 13. 'Mainte~aribe.:ofLandscapin,q an~tStreet Li_ahtin.a. Th~ City Will~in'tain improvements within 'the public right-Of, Way Which have been dedicated. ~'[o ~ ".acdep'{e'~" :6'Y .0:I~:; Pr°vided-that.frontage''i~'pfovements consisting"of-sideWaiks:a~a iand'b~ap!ng Ioicated,~ib~b~ind"~he street. Curb 0i~.-extension of the.cUrb'Wili :be mai'nt'~i:~ed b~';:DE~:i'OPE:R, DEVELOPER.'has.eSked C~i'~.'to form' an assess:rnent district l~U'rsuant to-'the '- Lighting and ;~andScaPirig Act :of ?1.972'.:.to pay'~or'street lighting'i'n:order tosatisfy DEVELOPERs 0biig'~tion'~t5 pay?~for:'~t~reet;:iighting in the 'DUblin Transit.'Center Property. DEVEL'OPER'Will not protest~the"fo.rrnation:.af, or.annex~ation.to, such an' assessment district or the levy of an assessment. Furthermore, DEVELOPER agrees to record a declaration of covenants, conditions .and ~:,~est.dctions or a similar document.:against_the Dublin Transit Center Property before issuance of a Certificate of Occupancy for any structure on such property, which declaration will covenant:,DE. VELOPER,-~on behalf of itself and its successors, to pay a "deed assessment" to CITY for the costs of street lighting, and street light maintenance in. the. event that the assessment fo~,street light costs and ~maintenance is no~ !eVie(:l agains:~ th~"DUbili~"~ranSit Center prbPerty, c;r' any portion of it, in any year. in the event the .assessment district is not formed and assessments are not levied for the'i~°sts °~ s~iCh st~eet..iight maintenancb' ~dbr tb §uch Costs a5c'ruing, DEVELOPER will pay CITY f'oi::S~: ~°§ts"directiY: Section 14. PUblic. Art :Contd:bUti°n: Seb~i°n t4.1 Re~iden't:ial' Ph'~se. DE.VELOPER agrees tO cOntribUte TWo Hundred Fifty Thousand DOllars'($~250~000~ to'CITY for-use 'by' CITY for'conStrUction of public art within the residential phase of"ihe ~DUblin Transit Center Pr0ject (Sites A,B, the Village Green and adjacent to the BART parking garage). DEVELOPER will pay $125,000 to" CITY pri0rte':'-issgah'¢e 'of the first building permit for a. residential building or unit on Site B: DEVELOPERwill payS125,000 to'C.1TY prior'~o issuance:Of the first building per, it for a~'residefitial''bui'ld:ing or unit on Site C, or pr;lot to pUblic'uSe:of the BART parking garage, whichever is first. CITY will consult with DEVELOPER regarding the selection of public art to be purchased with such monies. SectiOn 14.2 Campus Office P.ha-se. DEVELOPER shall be subject to the CITY's public art policY Or requirement in'effectat the time of the last discretionary approval of any prOjeCts on-Sites: D,1, D,2, E-'I.; or E-2. DeVeloPment Agreement Between City of Dublin Page 9 of 20 SufPiuS Property Authority and Transit Center 626294 04/02/03 Section 15. Park Land. Section 15.1 Conveyance of Land for Emerald Glen Park. By grant deed, DEVELOPER shall conv~y to CITY in fee simple and free of any assessments~the remaining land needed by CITY for completion of Emerald Glen Park located north of Central Parkway, west of Tassajara Road and south of Gleason Drive in Dublin ("Remaining Emerald Glen Park ACreage"). The amount of land required is 18.1 77+~- acres. The exaCt location of the "Remaining Emerald Glen Park Acreage" shall be determined by CITY. DEVELOPER shall provide City with all documentation available to DEVELOPER that the "Remaining Emerald Glen Park Acreage" and underlying groundwater are free of hazardous substances, including any Phase I or Phase !1 environmental assessments performed for DEVELOPER. CITY may enter such property for the purpose of performing its own testing to determine if the "Remaining Emerald Glen Park Average" is suitable for park usages. DEVELOPER Will remove all debris and/or hazardous materials left on the property during the preceding three years from use of the property as a construction yard. Section t5.2 Timing of Conveyance. The "Remaining Emerald Glen Park Acreage" shall be conveyed to CITY within 10 days of the Effective Date of this agreement. · Section 15.3 Credit for Conveyance. DEVELOPER shall be entitled to a credit for conveyance of the "Remaining Emerald Glen Park Acreage" at the time the deed is accepted by CITY. The credit shall be for community park land, provided the DEVELOPER may use the credit against its obligation for neighborhood park land for the Dublin Transit Center Project by using its community park land credit equaling .8029 acres of neighborhood park land. For example, if the DEVELOPER's obligation for neighborhood park land for the Dublin Transit Center is 4.5 acres, DEVELOPER may use 5.6 acres of community park land credits to satisfy the 4.5 acre neighborhood park land obligation (4.5 acres / 0.8029 = 5.6046). DEVELOPER may use 'its credit for conveyance of the "Remaining Emerald Glen Park Acreage" to satisfy its obligation under Dublin Municipal Code Chapter 9.28 (City's "Quimby Act" ordinance) for community park land or neighborhood park land (with one community park land credit equaling .8029 acres of neighborhood park land), for any residential project on the Dublin Transit Center Property or in Eastern Dubtin. All other aspects of use of the credit shall be as provided in CITY's Public Facilities Fee Administrative Guidelines (Resolution 195-99) ("Public Facilities Fee Guidelines"). Section 15.4 Possible Compensation for "Remaining Emerald Glen Park Acreage"., In the event that the total "Quimby Act" community park land dedication requirement for the Dublin Transit Center Property and other land owned by DEVELOPER in Dublin is tess than the "Remaining Emeraid Glen Park Acreage"-and provided there are sufficient Public Facilities Fee monies for the Community Park Land "component" of the Fee available, CITY shall compensate DEVELOPER for the Development Agreement Between City of Dubtin Page 10 of 20 Surplus Property Authority and Transit Center 626294 04/02/03 differencb be~een the "Quimby Act" ordinance dedicatioh requirement and the "Remaining Emerald Glen Park Acreage" ("the Difference"). In such event, . DEVELOPER agrees that CITY will pay DEVELOPER for the "Difference" at the then- current '~fair market value (based on DEVELOPER's estimation)," provided in no event shall the "fair market value" exceed the community park land value used by CITY in calculating its then-current Public Facilities Fee. The payment to DEVELOPER shall occur upon issuance of the last building permit for construction of a building on the Santa Rita Property, provided that if there are insufficient Public Facilities Fee monies at such time, the amount, of the payment shall become a dght to reimbursement, to be paid pursuant to adopted guidelines from Fee monies only. As used in this Section, "then current" means the date of an agreement to purchase or the "valuation date", as defined in the Eminent Domain Law and "Santa Rita Property" means all lands west of Tassajara Road which are or were owned by DEVELOPER and generally bounded by 1- 580 on the south, the iron Horse Trail on the west and Gleason Drive on the north. Section 15.5 Illustrative Example. The following example illustrates the provisions of Section 15.4: AsSume that the "Quimby Act" dedication requirement for all of the Dublin Transit Center Property and other lands owned by DEVELOPER within the Santa Rita Property is 10.5 acres. DEVELOPER conveys 18.2 acres and reoeives a credit for 18.2 acres. DEVELOPER's "Quimby Act" dediCation requirement of 10.50 acres is subtracted from 18.2 acres for a total of 7.7 acres for which CITY must compensate DEVELOPER. At the time of the conveyance, the "fair market value" of the 7.7 acres (based on DEVELOPER's estimation) is $600,000 an acre and the community park land value used by CITY in its then-current Public Facilities Fee is $538,000 an acre. CITY shall pay DEVELOPER the sum of $4,142,600 (7.7 x $538,000). AlternatiVely, if the "fair market value" (based on DEVELOPER's estimation) is $500,000 an acre, CITY shall pay DEVELOPER $3,850,000. Section 15.6 Payment of Public Facilities Fee. DEVELOPER will be subject to CITY's Public Facilities Fee for ail development within the Dublin Transit Center Project. Section 16. Timing. With the exception of the infrastructure improvements described in Section 11, this Agreement contains no requirements that DEVELOPER must initiate or complete development of the Dublin Transit Center Project within any period of time set by CITY. It is the intention of this provision that DEVELOPER be able to develop the Dublin Development Agreement Between City of Dublin Page 11 of 20 Surplus Property Authority and Transit Center 626294 04/02/03 Transit Center Property in accordance with its own time schedules and the Dublin Transit Center Project Approvals. Section 17. Amendment or Cancellation. Section 17.1 Modification Because of Conflict With State or Federal Laws. In the event that state or federal laws or regulations:enactedafter 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 approved by the City Council in accordance with Chapter 8.56. Section 17.2 Amendment by 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. Section 17.3 Insubstantial Amendments. Notwithstanding. the provisions of the preceding paragraph 17.2, any amendments to this Agreement which do not relate to (a) the term of the Agreement as provided in Section 4; (b) the permitted uses of the'Dublin Transit Center Property as provided in Section 5.2; (c) provisions for "significant" reservation or dedication of land;:(d) conditions, terms, restrictions or requirements for subsequent discretionary actions; (e) the density or intensity of use of th8 Dublin Transit Oenter Project; (f) the maximum height or size of proposed buildings; (g) monetary contributions by DEVELOPER as provided in this Agreement; or (h) the Dublin Transit Center Property shall not, except to the extent otherwise required by law, require notice or public hearing before ~ither the Planning Commission or the City Council before the parties may execute an amendment hereto. CITY's Public Works Director shall determine whether a reservation or dedication is "significant". Section 17.4 Amendment of Dublin Transit Center Proiect Approvals. Any amendment of Dublin Transit Center Project Approvals relating to: (a) the permitted use of the Dublin Transit Center Property; (b) provision for reservation or dedication of land; (c) conditions, terms, restrictions or requirements for subsequent discretionary actions; (d) the density or intensity of use; (e) the maximum height or size of prOposed buildings; (f) monetary contributions by the DEVELOPER; or (g) public improvements to be constructed by DEVELOPER shall require an amendment of this Agreement. Any other amendment of the Dublin Transit Center Project Approvals, or any of them, shall not require amendment of this Agreement unless the amendment of the Dublin Transit Center Project Approval(s) relates specifically to some provision of this Agreement. Section 17.5 Cancellation by 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 and/or land dedicated pursuant to this Agreement prior Development Agreement Between City of Dublin Page 12 of 20 Surplus Property Authority and Transit Center 626294 04/02/03 to the date of cancellation shail be retained bY CITY. . Section 18. Annual Review. Section 18.1 Review Date. The annual review date for this Agreement shall be JUlY 15; 200~- and each JUly 1.5,:thoro'after. Section'18.2 ',h~itiation of;Review. TheCl~s Community Development Director Shall .ir~itiate .the annual review~-:as required under Section 8.56. t40 of Chapter 8.56, by giving'to DEyEhO:PER thirty ::(30:)'days' written,notice that the CiTY,intends to undertake such. review. DEYELQPER shall-provide, evidence to'the Community · Develo.pment'Director prior to the hea'dng.on;the annu'at :review~ as and'When reasonably determined necessary by the Community Development Director, to demonstrate good faith compliance with the provisions of the Development Agreement as provided ~in'Go~mment Code:§§6568Z~ et seq. The burden of proof by substantial evidence of com¢liance ii, upon the DEYELOPER. Section 18.3 Staff Reports. To the extent practical, CITY shall deposit in the mail and: fax'tO:'DEYEI~QP. ER a copy of all Staff reports, and related exhibits concerning oor~t'i'act perfo~'ance at least'five (5) days pdor to any annual'.:re~iew. Seotio'n 18,4 Costs, Costs.reasonably incurred by OITYin connection with the annual review shal,l:~ be .paid by DEYELOPER,in accordance withtheCity's sched u le of fees. i n, effect.: at"tli"e 'ti me ..of review. Section 1.9. Default; Section 19.,:1 Other Bemedies:Available, ,.Upon.the occurrence of a.n event of default, theparties may pursue all other remedies at.law or, inequity which ,are not otherwise provided for in this Agreement or in City's:regulations governing .development agreements, expressly including the remedy of specific performance of this Agreement. Section .1.9,2 Notibe.'and cure, upor~ .the occurrence, of an even( of default by :either party, the nondefaulting party sh.all serve written notice of such default upon the defaulting :party. if the defaUlt, is not cured by the defauttir~g, party within thirty.(30) days after service of.such notice.of default, the nondefaulting party may then commence any tega or equitable .action to enforce its rights under:,..,.this Ag[:eement; provided, however, that if.the default cannot be cured with.in such thirty (30) day period, the nondefaulting party shall refrain..fromlany such legal, ore~uitable action so long as the defaulting party,begir~sto 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. Section 19,3 No Dama.qes. Against CITY.. In no event shall damages be awarded against CITY ~upon an event of default or upon termination of this Agreement. Developme'nl~ Agreement Between City of Dublin Page 13 of 20 Surplus Property Authority and Transit Center 626294 04/02/03 SectiOn 20. Estoppel-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 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. Section 21. Mortgagee Protection; Certain Ri.qhts of Cure. Section'21.1 Mortgagee ProteCtion. This Agreement shall be superior and Senior to anY lien placed upon the Dublin Transit Center 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 Dublin Transit Center Property, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. Section 21.2 Mortgagee Not Obligated. Notwithstanding the provisions of Section 21.1 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 Dublin Transit Center Property to any uses or to construct any improvements thereon other than those uses or 'improvements provided for or authorized by the Dublin Transit Center Project Approvals or by this Agreement. Section 21.3 Notice of Default to Mortgagee and Extension of Ri.qht to Cure. If 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 CITY shall deliver to such Mortgagee, concurrently with service thereon to DEVELOPER, any notice given to DEVELOPER with respect to any claim by CITY that Development Agreement Between City of Dublin Page 14 of 20 Surplus Property Authority and Transit Center 626294 04/02/03 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. CITY, through its City Manager, may extend the thirty-day cure period provided in Section 19.2 for not more than an additional sixty (60) days upon request of DEVELOPER or a Mortgagee. Section 22.. Severabilit¥. 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. Section 23. Attorneys' Fees and Costs. If CITY or DEVELOPER initiates any action at taw 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 taw or in equity to challenge the validity of any provision of this Agreement, the Dublin Transit Center Project Approvals, or CITY's actions pursuant to this agreement, the parties shall cooperate in defending such action. DEVELOPER shall bear its own costs of defense as a real party in interest in any such action, and shall reimburse CITY for all reasonable court costs and attorneys' fees expended by CITY in defense of any such action or other proceeding and for any attorney's fees and costs awarded to a party to be paid by CITY. Section 24. Transfers and Assignments. Section 24. t Right to Assign. DEVELOPER may sell, transfer or assign all of the Property to another developer ("Transferee"). in connection with any such sate, transfer or assignment to a Transferee, DEVELOPER may sell, transfer or assign to such Transferee all rights, interests and obligations of DEVELOPER arising hereunder provided, however, that no such transfer, sale or assignment of DEVELOPER's rights, interests and obligations hereunder shall occur without pdor written notice to CITY and approval by the City Manager (which shall be for the purpose of assuring CITY that the proposed transferee can perform DEVELOPER's obligations hereunder), which approval shall not be .unreasonably withheld or delayed. Section 24.2 Approval and Notice of Sale, Transfer or Assignment. The City Manger shall consider and decide on any transfer, sale or assignment within ten (10) working days after DEVELOPER's notice, provided all necessary documents, certifications and other information showing the proposed transferee can perform DEVELOPER's obligations are first provided to the City Manager. Notice of any such Development Agreement Between City of Dublin Page 15 of 20 Surplus Property Authority and Transit Center 626294 O4/O2/O3 approved sale, transfer or assignment 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. Section 24.3 Effect of Sale, Transfer or Assignment. DEVELOPER shall be released from any obligations hereunder sold, transferred or assigned to a Transferee pursuant to subparagraph 24.1 of this Agreement, provided that: a) such sale, transfer or assignment has' been approved by the City Manager .pursuant to subparagraph 24.1 of this Agreement; and b) such obligations are expressly assumed by Transferee; .Provided that Transferee' shall be subject to all the provisions hereof and shall provide all neCeSsary documents, certifications and other necessary information prior:to City Manager approval pursuant to subparagraph 24.1 of this Agreement. Section 24.4 Permitted Transfer, Purchase or-Assi.qnment. The sale or interest in the Property shall not require City Manager approval pursuant to the provision of paragraph 24.1. Any subsequent transfer, sale or assignment by the Purchaser to a subsequent transferee, purchaser, or assignee shall be subject to the provisions of paragraph 24.1. Section 24.5 Sale of a Portion of Property. The sake or transfer of a portion of the DUblin Transit Center Property shal not require approval bythe City Manager bUt the new owne¢ shall ente¢ into a SpeCific :Plan Development Agreer~ent pursuant to section '6, WhiCh Agreement Will include any of the infrastructure obligations of Section 11 which DEVELOPER may wish to assign to a new owner. Section 25. Agreement 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 Dublin Transit Center Prope~ty, or any portion thereof, or any interest therein, whether by operation of law or n any manner wl~atsoever. All of the provisions of this Agreement shall be enforceable as equitable .servitude 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 Dublin Transit Center 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. Deveto pment Agreement Between City of Dublin Page 16 of 20 Surplus Property Authority and Transit Center 626294 04/02/03 Section 26. Bankruptcy. The obligations of this Agreement shall not be dischargeable in bankruptcy. Section 27. Indemnification. DEVELOPER-agrees to indemnify, defend and hold harmless OITY, and its elected and appointed councils, boards., commissions, officers, agents, employees, and representatives from any and al 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 DEVELQP. ER's contractors, subcontractors, agents, or employees in connection with the construction, improvemen;~, operation, or maintenance of ;~he Dublin Transit Center Project, provided that DEVELOPER shall have no indemnification obligation with respect, to negligence or wrongful conduct of CITY, its contractors, subcontractors, agents .or employees or with 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). Section 28. Insurance. Section 28.1 Public Liability and Property Damage Insurance. At all times that DEVELOPER is constructing any improvements that will become public improvements, ..DEVELOPER Shall maintain' in effect a policy of comprehensive general liability insurance with a per-occurrence combin:ed single limit of not less than one million dollars ($1,000,000.00) and a deductible of not more than ten thousand dollars ($10,000.00) 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. Section 28.2 Workers Compensation insurance. At all times that DEVELOPER is ConstrUcting any improvements. 'that will become public improvements DEVELOPER shall maintain Worker's Compensation insurance for all persons employed by DEVELOPER for work at the DUblin Transit Center Project site Or for work performed pursuant to this Agreement. ~EVELOPER shall require each Contractor and subcontractor similarly to prc~,ide WOrker s Compensation insurance for its' respective employees. DEVELOPER agrees to indemnify ~he City for any damage reSulting from DEVELOPER's fai ure to mainl~ain any such insurance. Section 28.3 Evidence of InsUrance. Pdor to commencement of conStruCtion of any improvements whiCh will become public improvements, DEVELOPER shall furnish CITY satisfactory evidence of the insurance required in Sections 28.1 and 28.2 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, Development Agreement Between City of Dublin Page 17 of 20 Surplus Property Authority and Transit Center 626294 04/02/03 commissions, officers, agents, employees and representatives and to DEVELOPER performing work on the Dublin Transit Center Property and pursuant to this Agreement. DEVELOPER may satisfy the requirements of this Section by providing a Certificate of self insurance Section 29. 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 CITY. Section 30. Notices. All notices required or provided for under this Agreement shall be in writing. Notices requ. ired to be given to CITY shall be addressed as follows: City Manager City of Dublin P.O. Box 2340 Dublin, CA 94568 Notices required to be given to DEVELOPER shall be addressed as follows: Surplus Property Authority of Alameda County Manager 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. Section 31. Agreement is Entire Understandin.q. This Agreement constitutes the entire understanding and agreement of the parties. Section 32. Exhibits. The following documents are referred to in this Agreement and are attached hereto and incorporated herein as though set forth in full: Development Agreement Between City of Dublin Page 18 of 20 Surplus Proper~ty Authority and Transit Center 626294 04/02/03 Exhibit A Legal Description of Dublin Transit Center Property Exhibit B-1 Location Map (Altamirano Road and Arnold Road north to Dublin Boulevard) Exhibit B-2 Location Map (Martinelli Way [Digital Drive] from Iron Horse Parkway to Arnold Road) Exhibit C Sites A-1 and A-2 Section 33. Counterparts. This Agreement is executed in two (2) duplicate originals, each of which is deemed to be an original. Section 34. Recordation. CITY shall record a copy of this Agreement within ten days following execution by all parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written. CITY OF DUBLIN: By: Date: Janet Lockhart, Mayor ATTEST: By: Date: Kay Keck, City Clerk Approved as to Form: Elizabeth H. Silver, City Attorney Development Agreement Between City of Dublin Page 19 of 20 Surplus Property Authority and Transit Center 626294 04/02/03 SURPLUS PROPERTY AUTHORITY OF ALAMEDA COUNTY: 'Date: AdOlph Martinelli Its Manager Development Agreement Between City of Dublin Page 20 of 20 Surplus Property Authority and Transit Center 626294 O4/O2/O3 Exhibit A' ' LegalDescription Dublin Transit Center Property BEING THOSE CERTAIN pARCELS OF LAND DESIGNATED AS PARCELS 1, 2, 3, 4, A & C OF PARCEL MAP 7395 AS FILED ON THE 31sT DAY OF OCTOBER, 2000, RECORDER SERIES NO. 2000323901, IN BOOK 254 OF PARCEL MAPS AT PAGES 28 THROUGH 34 ALAMEDA COUNTY RECORDS, CALIFORNIA. APNs: 986-0001-006-00 986-0001-009-00 986-0001-010-00 986-0001-011 -00 986-0001-012-00 986-0001-013-02 Exhibit A Legal Description Dublin Transit Center Property BEING THOSE CERTAIN PARCELS OF LAND DESIGNATED AS PARCELS 1, 2, 3, 4, A & C OF PARCEL MAP 7395 AS FILED ON THE 31sT DAY OF OCTOBER, 2000, RECORDER SERIES NO. 2000323901, IN BOOK 254 OF PARCEL MAPS AT PAGES 28 THROUGH 34 ALAMEDA COUNTY RECORDS, CALIFORNIA. APNs: 986-0001-006-00 986-0001-009-00 986-0001-010-00 986-0001-011 -00 986-0001-012-00 986-0001-013-02 ' Exhibit A Legal Description · Dublin Transit Center Property BEING THOSE CERTAIN PARCELS OF LAND DESIGNATED AS PARCELS 1, 2, 3, 4, A & C OF PARCEL MAP 7395 AS FILED ON THE 31sT DAY OF OCTOBER, 2000, RECORDER SERIES NO. 2000323901, IN BOOK 254 OF PARCEL MAPS AT PAGES 28 THROUGH 34 ALAMEDA COUNTY RECORDS, CALIFORNIA. APNs: 986-0001-006-00 986-0001-009-00 986-0001-010-00 986-0001-01 t -00 986-0001-012-00 986-0001-013-02 Exhibit A Legal Description Dublin. Transit Center Property BEING THOSE CERTAIN .PARCELS OF LAND DESIGNATED AS PARCELS 1, 2, 3, 4, A & C OF PARCEL MAP 7395 AS FILED ON THE 31sT DAY OF OCTOBER, 2000, RECORDER SERIES NO. 2000323901, IN BOOK 254 OF PARCEL MAPS AT PAGES 28 THROUGH 34 ALAMEDA COUNTY RECORDS, CALIFORNIA. APNs: 986-0001-006-00 986-0001-009-00 986-0001-010-00 986-0001-011 -00 986-0001-012-00 986-0001-013-02 Exhibit A Legal Description Dublin Transit Center Property BEING THOSE CERTAIN PARCELS OF LAND DESIGNATED AS PARCELS 1, 2, 3, 4, A & C OF PARCEL MAP 7395 AS FILED ON THE 31sT DAY OF OCTOBER, 2000, RECORDER SERIES NO. 2000323901, IN BOOK 254 OF PARCEL MAPS AT PAGES 28 THROUGH 34 ALAMEDA COUNTY RECORDS, CALIFORNIAi APNs: 986-0001-006-0© 986-0001-009-00 986-0001-010-00 986-0001-011 -00 986-0001-012-00 986-0001-013-02 C~NTRAL pARKWAY DUBLIN TRANe;IT CENTER BOUNDARy Site F PARCEL 3 PM 7395 DUBLIN BOB£EVARD Site E-2 Site A Site PARCEL 1 Site B PM 7395 PARCEL 2 _~,, , · . pM 7395 o~rtat. DR~V~ (Martinelli Way) Village Green ~ PARCEL 4 PM 7395 Site D-1 Site C Site D-2 PARCEL A · PM 7395 BART STATION 1-580 Exhibit CENIRAL PARIG'VAY'= ~ DUBLIN TRANSIT CENTER BOUNDARY Site F DUBLIN BOULEVARD Site E-2 Site A Site E-1 S te B Site D-I Site C Site D-2 A, LTAMIRANO ROAD and ARNOLD ROAD IMPROVEMENTS I~ART ~ARA~E .~. ~ART s rATiON F580 . Exl-'"'it DUBLIN TRANSIT CENIER BOUNDARY Site F I~UBLIN BOULEVARD Site E-2 Site A Site E~I Site B DIOITAL DRIVE (Martinelli Way) Village Green ~ DIGITAL DRIVE IMPROVEMENTS Site D~t. Site C Site D-2 ALTAMIRANO ROAD BART STATION 1-580 ...... , ~.~.._ Exhibit B-2 CENTRAl- FARICC/AY '~ .- ~ DUBUN 'tRANSIT CENTER BOUNDARY Site F DUBLIN BOULEVARD ~ / · Site E-2 Site A-2 Site E-I Site B . Site A-1 (Martin~iii Way) B~rr^L D.~VE Village Green -- Site D-1 Site C Site D-2 · A/-,/AMIR,~N 0 ROAD ~AR~' s'rA'~oN 1-580 ·