HomeMy WebLinkAboutReso 115-21 Approving the Community Benefit Program Agreement and Affordable Housing Assistance Agreement Between the City of Dublin and BRIDGE Dublin LLCReso. No. 115-21, Item 7.1, Adopted 09/21/2021 Page 1 of 2
RESOLUTION NO. 115 - 21
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING A COMMUNITY BENEFIT PROGRAM AGREEMENT AND AFFORDABLE
HOUSING ASSISTANCE AGREEMENT BETWEEN THE CITY OF DUBLIN AND BRIDGE
DUBLIN LLC
WHEREAS, the Applicant, BRIDGE Dublin LLC (also commonly referred to as BRIDGE
Housing) is seeking to develop a 3.6-acre vacant site located on Golden Gate Drive adjacent to
the West Dublin/Pleasanton BART Station within the Downtown Dublin Specific Plan Transit-
Oriented District. The proposed project consists of 300 affordable residential units in two
separate buildings that would be constructed in two phases of 136 units and 164 units, and
includes ground floor retail, amenity space, and parking; and
WHEREAS, the 300 residential units and 2,200 square feet of retail in the collective
project are permitted in the Transit-Oriented District of the Downtown Dublin Specific Plan; and
WHEREAS, the Planning Commission adopted Resolution No. 21-06 approving the Site
Development Review Permit for the proposed project; and
WHEREAS, BRIDGE Housing is seeking 300 units from the residential development
pool. In exchange for this allocation, BRIDGE Housing will contribute community benefits in the
form of affordable housing units, limited furnished units, ground floor retail space and public
plaza improvements; and
WHEREAS, BRIDGE Housing will build an affordable housing project in two phases. At a
minimum, the project will include 136 units (excluding two property manager’s unit) that are
affordable to households earning an average of no greater than 43% area median income
(AMI), and the remaining 164 units (excluding two property manager’s units) will be 100%
affordable and may include moderate-income units; and
WHEREAS, BRIDGE Housing will furnish, at its sole cost and expense a minimum of 41
units for homeless persons, at-risk of becoming homeless persons, and persons with special
needs with necessary and appropriate appliances, furniture, and basic kitchenware/dishes; and
WHEREAS, BRIDGE Housing will reserve and construct a warm shell of at least 2,200
square feet of a ground floor café or similar use in the project; and
WHEREAS, BRIDGE Housing will provide plaza enhancements to improve pedestrian
access to the connection of the West Dublin/Pleasanton BART station; and
WHEREAS, the term of the Community Benefit Program Agreement shall commence on
the Effective Date and shall extend until the earlier of the following: 1) the Developer has
satisfied all of the obligations to the City as set forth in Section 3 of the Agreement; 2) any of the
project approvals expires; or 3) two years after the Effective Date plus any extensions granted
pursuant to Section 4.1 or Section 4.3 of the Agreement.
Reso. No. 115-21, Item 7.1, Adopted 09/21/2021 Page 2 of 2
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin
hereby approves the Community Benefit Program Agreement and Affordable Housing
Assistance Agreement between the City of Dublin and BRIDGE Dublin LLC as attached as
Exhibit A and Exhibit B to this Resolution.
BE IT FURTHER RESOLVED that the City Council authorizes the City Manager to
execute the Agreement and gives the City Manager authority to execute any minor amendments
to the Agreement, as needed, to carry out the intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 21st day of September 2021, by the
following vote:
AYES: Councilmembers Hu, Josey, Kumagai, McCorriston and Mayor Hernandez
NOES:
ABSENT:
ABSTAIN:
_________________________
Mayor
ATTEST:
__________________________
City Clerk
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CITY OF DUBLIN COMMUNITY BENEFIT PROGRAM AGREEMENT
BRIDGE Dublin LLC, Golden Gate Drive (APNs 941-2842-002-00 & 941-2842-004-00)
This Community Benefit Program Agreement (“Agreement”) is entered into on September 21,
2021, by and between the City of Dublin, a municipal corporation (“City”) and BRIDGE Dublin LLC, a
California Limited Liability Company (“Developer”). City and Developer are, from time-to-time,
individually referred to in this Agreement as a “Party,” and are collectively referred to as “Parties.”
RECITALS
A.On February 1, 2011, the City adopted Resolution No. 9-11 establishing a “Downtown Dublin
Specific Plan” (the “Specific Plan”), which sets forth a comprehensive set of guiding principles,
standards, and design guidelines for the implementation of future development in Downtown
Dublin (“the Specific Plan Area”).
B.The Specific Plan regulates the density of development allowed in the Specific Plan Area by
establishing a “Base Floor Area Ratio (FAR)” for development in each of the three districts within
the Specific Plan Area.
C.The Specific Plan also establishes a pool of additional development potential, in the form of
1,320,220 square feet of non-residential development, 150 hotel rooms and 2,500 residential
dwelling units (collectively “the Excess Capacity”) apportioned among the three districts in the
Specific Plan Area. The pool can be used by developers that wish to develop a project that exceeds
the Base FAR up to a defined “Maximum FAR” and by developers that wish to develop residential
dwelling units. Developers wishing to utilize said Excess Capacity must participate in the
Community Benefit Program and enter into a Community Benefit Program Agreement with the
City.
D.Developer proposes to develop certain vacant property on Golden Gate Drive (APNs 941-2842-
002-00 & 941-2842-004-00) within the Specific Plan Area (“the Property”), which is within the
Transit Oriented District of the Specific Plan Area, and as part of its proposal desires to develop
300 units of affordable housing on an approximately 3.6-acre site (“the Project”). In exchange for
requesting residential units from the Downtown Dublin Specific Plan Development Pool to enable
development of the Project, Developer proposes to provide a 300-unit affordable housing project
built in two phases, with certain units to be furnished, a ground floor café or similar use within
the Project, plaza enhancements to the West Dublin/Pleasanton BART connection, and
“affordable unit credits” as further set forth below (“the Community Benefit”).
E.Developer has submitted for a Site Development Review for the Property, which approval, if
granted, together with any approvals or permits now or hereafter issued with respect to the
Project are referred to as the “Project Approvals.”
F.The City and Developer have reached agreement with respect to the Community Benefit and
desire to express herein a Community Benefit Program Agreement clearly setting forth the
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Community Benefit to be provided by the Developer, and the scope and nature of excess
development capacity to be granted to Developer in exchange for said Community Development.
G. The Project is located within the Downtown Specific Plan area, which was the subject of an
Environmental Impact Report (EIR), State Clearinghouse number 20100022005. The Downtown
Dublin Specific Plan Final EIR was certified by City Council Resolution No. 08-11 dated February 1,
2011 and updated with addendums adopted by the City in Resolution No. 50-14, Resolution No.
126-19 and Resolution No. 79-20 (“Specific Plan EIR”). Pursuant to the California Environmental
Quality Act (CEQA) Guidelines Section 15168, the Community Benefit Program Agreement is
within the scope of the Project analyzed in the Specific Plan EIR and no further CEQA review or
document is required. This Community Program Benefit Agreement does not impede, impair or
otherwise seek to truncate or limit the City discretion in considering any future Project Approvals
for conducting any future CEQA review as required by applicable law.
NOW, THEREFORE, with reference to the foregoing recitals and in consideration of the mutual promises,
obligations and covenants herein contained, City and Developer agree as follows:
AGREEMENT
1. Relationship of City and Developer.
It is understood that this Agreement is a contract that has been negotiated and voluntarily
entered into by the City and Developer and that the Developer is not an agent of the City. The
City and Developer hereby renounce the existence of any form of joint venture or partnership
between them and agree that nothing contained herein or in any document executed in
connection herewith shall be construed as making the City and Developer joint venturers or
partners.
2. Effective Date and Term.
2.1 Effective Date. The effective date of this Agreement (“Effective Date”) shall be the date
upon which City Council approves this Agreement.
2.2 Term. The term of this Agreement shall commence on the Effective Date and shall
extend until the earlier of the following: 1) the Developer satisfied all of the obligations
set forth in Section 3 of this Agreement, 2) any of the Project Approvals expires, or 3)
two years after the Effective Date plus any extensions granted pursuant to Section 4.1
or Section 4.3. This term and any extensions granted shall apply to the Site
Development Review permit.
3. Community Benefit to Be Provided by Developer. The following constitute the Community
Benefit to be provided by the Developer in exchange for Residential Allocations granted
pursuant to Section 4.
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3.1 Affordable Housing Project and Provision of Affordable Units. Developer shall provide the
following Community Benefit to the City: the development of an affordable housing
project (“Project”) consisting of 300 units of affordable housing to be built in two phases
(Phase A and B). City recognizes that Developer’s proposed Project qualifies as a
“Community Benefit” under the Specific Plan, as it will assist the City with the provision
of affordable housing, the benefits of which are set forth in greater detail in the Dublin
General Plan’s Housing Element.
3.1.1 Phase A. Phase A shall include 136 units and shall be 100% affordable to extremely
low (e.g. up to 30% AMI) and low income (e.g. up to 80% AMI) households earning an
average of no greater than 43% area median income (AMI), excluding two property
manager unit’s, as further set forth in the Affordable Housing Assistance Agreement
executed herewith.
3.1.2 Phase B. Phase B shall include 164 units, shall be 100% affordable and may include
moderate-income households, excluding two property manager’s units, as further set
forth in the Affordable Housing Assistance Agreement executed herewith. To ensure
Phase B of the Project qualifies as a “Community Benefit” under the Specific Plan for
use of Excess Capacity, Developer shall obtain the City Manager’s written approval of
a final Phase B affordability level plan.
3.2 Certain Units to Be Furnished. Upon occupancy of Phase A, Developer shall fully furnish,
at its sole cost and expense, a minimum of 41 units for homeless persons, at-risk of
becoming homeless persons, and persons with special needs with necessary and
appropriate appliances, furniture, and basic kitchenware/dishes. City recognizes that
Developer’s aforementioned furnishing is a qualifying “Community Benefit” under the
Specific Plan, as it will assist the City with its General Plan and Specific Plan objectives.
3.3 Community Benefit for Commercial Space within Project. Prior to occupancy of Phase A,
Developer shall construct a warm shell of at least 2,200 square feet of a ground floor café
or similar use in the Project. City recognizes that this is a qualifying “Community Benefit”
under the Specific Plan, as it will assist the City with its General Plan and Specific Plan
objectives.
3.4 Community Benefit for Plaza Enhancements for the West Dublin/Pleasanton BART
Connection. Prior to occupancy of Phase A, Developer shall provide Plaza enhancements
acceptable to BART and the City Manager or their designee, to improve pedestrian access
to the connection of the West Dublin/Pleasanton BART station. Developer shall obtain,
in writing, the aforementioned acceptance of the proposed Plaza enhancements, which
may include enhanced paving materials, landscape plantings, including trees, shrubs, and
vines, enhanced lighting, seating areas, and a dog relief area. City recognizes that
Developer’s aforementioned provision of enhancements is a qualifying “Community
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Benefit” under the Specific Plan, as it will assist the City with its General Plan, Specific Plan
and Bicycle and Pedestrian Master Plan.
3.5 Treatment of Affordable Unit Credits Created by Phase A of the Project. The Parties agree
that any “affordable unit credits” created by virtue of the construction of affordable
housing for Phase A of the Project shall accrue to the City. In furtherance of this
Agreement, Developer shall take reasonable efforts to create the “affordable unit credits”
pursuant to Section 8.68.060 of the Dublin Municipal Code and any such credits shall be
deemed immediately transferred to City once they have been created.
3.6 Treatment of Affordable Unit Credits Created by Phase B of the Project. The Parties agree
that any “affordable unit credits” created by virtue of the construction of affordable
housing for Phase B of the Project shall be shared with the Developer to assist with the
financing thereof, if needed. Any “affordable unit credits” from Phase B shared with the
Developer shall be limited to the applicable category from which they are created within
Phase B, meaning each credit shall be for a unit of the same level of affordability as was
created in Phase B. Any “affordable unit credits” not needed to assist with the financing
of Phase B of the Project shall immediately accrue to the City. Lastly, any “affordable
housing credits” from Phase B that the Developer receives shall not be used within the
Downtown Dublin Specific Plan area until the City has exhausted its own “affordable
housing credits.” In furtherance of this Agreement, Developer shall take reasonable
efforts to create the “affordable unit credits” pursuant to Section 8.68.060 of the Dublin
Municipal Code.
4. Residential Allocations; Reservation of Excess Development Capacity.
4.1 Phase A Residential Allocations. As of the Effective Date, City shall grant 136 Residential
Allocations out of the Residential Allocation Pool established by the Specific Plan for the
development of Phase A of the Project. The term “Residential Allocation” as used in the
Agreement means an allocation of the right to construct residential units from the
Residential Allocation Pool established by the Specific Plan. Once granted, the Residential
Allocations for Phase A shall extend until two (2) years from the Effective Date (“Phase A
Residential Allocation Term”). The City Manager may, in his or her sole discretion, extend
the Phase A Residential Allocation Term to a date determined by the City in consideration
of Measure A-1 Bond Fund obligations provided the Developer has at the time of such
extension applied for a building permit for Phase A.
4.2 Phase A Reservation of Excess Capacity. During the Phase A Residential Allocation Term,
and so long as the respective Project Approvals remain in effect, City shall reserve 136
units from the Downtown Dublin Specific Plan Development Pool for Developer’s use in
Phase A. In accordance with the Project’s Measure A-1 Bond Funding requirements,
Developer must start construction on Phase A of the Project within three years from the
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date the City Council allocated the Measure A-1 Bond Funds to the Project. If Developer
fails to comply with this Measure A-1 Bond Fund obligation, or any of its obligations under
this Agreement, the Excess Capacity reserved for Developer’s use in Phase A shall revert
to the pool maintained by the City and will be available to other developers on a “first
come, first served” basis.
4.3 Phase B Residential Allocations. As of the date of the City Manager’s written approval of
the Phase B affordability level plan as set forth in Section 3.1.2, City shall grant 164
Residential Allocations out of the Residential Allocation Pool established by the Specific
Plan for the development of Phase B of the Project. Once granted, the Residential
Allocations for Phase B shall extend for the remainder of the Phase A Residential
Allocation Term including any extensions granted pursuant to Section 4.1 (“Phase B
Residential Allocation Term”). The City Manager may, for good cause, extend the Phase
B Residential Allocation Term up to an additional one (1) year beyond the expiration of
the Phase A Residential Allocation Term, provided the Developer has at the time of such
extension applied for a building permit for Phase B and is otherwise in compliance with
its obligations under this Agreement.
4.4 Phase B Reservation of Excess Capacity. During the Phase B Residential Allocation Term,
and so long as the respective Project Approvals remain in effect, City shall reserve 164
units from the Downtown Dublin Specific Plan Development Pool for Developer’s use in
Phase B. If Developer fails to comply with its obligations under this Agreement, the Excess
Capacity reserved for Developer’s use in Phase B shall revert to the pool maintained by
the City and will be available to other developers on a “first come, first served” basis.
4.5 Limitation on City’s Obligation. This Agreement shall not be construed to require the City
to issue any Project Approvals to the Developer. City is solely required to reserve the
Excess Capacity identified in Section 4 of this Agreement. Other than this obligation,
nothing in this Agreement shall prevent the City from denying or conditionally approving
any subsequent land use permit or authorization for the Project. All of City’s applicable
ordinances, resolutions, rules, regulations and official policies shall apply to the Project
including, but not limited to, those governing the permitted uses of the Property, design
and construction of the Project, density and intensity of use of the Project, and the
maximum height, bulk and size of proposed buildings within the Project.
5. Amendment or Cancellation.
This Agreement may be amended in writing from time to time by mutual consent of the Parties.
6. Severability.
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The unenforceability, invalidity or illegality of any provisions, covenant, condition or term of this
Agreement shall not render the other provisions unenforceable, invalid or illegal, unless a Party’s
consideration materially fails as a result.
7. Attorneys’ Fees and Costs.
If the City or Developer initiates any action at law or in equity to enforce or interpret the terms
and conditions of this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys’ fees and costs in addition to any other relief to which it may otherwise be entitled. If
any person or entity not a party to this Agreement initiates an action at law or in equity to
challenge the validity of any provision of this Agreement, the Parties shall cooperate in defending
such action. Developer shall bear its own costs of defense as a real party in interest in any such
action, and shall reimburse the City for all reasonable court costs and attorneys’ fees expended
by the City in defense of any such action or other proceeding.
8. Assignment.
Developer may wish to sell, transfer or assign all or portions of the Property to other developers
(each such other developer is referred to as a “Transferee”). In connection with any such sale,
transfer or assignment to a Transferee, Developer may sell, transfer or assign to such Transferee
its rights and obligations under this Agreement, so long as said transfer would not result in
development of the Property in excess of the FAR permitted by the Project Approvals. No such
transfer, sale or assignment of Developer’s rights, interests and obligations hereunder shall occur
without prior written approval by the City Manager. The City Manager shall consider and decide
on any transfer, sale or assignment within ten (10) days after Developer’s notice, provided all
necessary documents, certifications and other information are provided to the City Manager to
enable the City Manager to determine whether the obligations incurred by Developer pursuant
to this Agreement will be fully satisfied. Upon its formation, Developer may assign this agreement
to BRIDGE Dublin LLC (an affiliate of Developer) or a limited partnership in which BRIDGE Dublin
LLC (or another LLC affiliate of Developer) is the general partner.
9. Notices.
All notices required to be given to City under this Agreement shall be in writing and shall be
addressed as follows:
City of Dublin
Attn: City Manager
100 Civic Plaza
Dublin, CA 94568
Phone: (925) 833-6650
All notices required to be given to Developer under this Agreement shall be in writing and shall
be addressed as follows:
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BRIDGE Dublin LLC
Attn: Brad Wiblin, Executive Vice President
600 California Street, Suite 900
San Francisco, CA 94108
Phone: (415) 321-3565
Email: bwiblin@bridgehousing.com or nsaxby@bridgehousing.com
10. Agreement is Entire Understanding.
This Agreement constitutes the entire understanding and agreement of the Parties.
11. Legal Authority.
Each individual executing this Agreement hereby represents and warrants that he or she has full
power and authority under the entity’s governing documents to execute and deliver this
Agreement in the name of and on behalf of the company and to cause the entity to perform its
obligations under this Agreement.
12. No Third-Party Beneficiaries.
This Agreement is made and entered into for the sole benefit of the Parties and their successors
and assigns. No other persons shall have any right of action based upon any provision of this
Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as
of the date and year first above written.
CITY:
City of Dublin,
a municipal corporation
By:
_________________________________
Linda Smith, City Manager
Attest:
_________________________________
Marsha Moore, City Clerk
Approved as to form
_________________________________
John D. Bakker, City Attorney
DEVELOPER:
BRIDGE Dublin LLC,
a California limited liability company
By: BRIDGE Housing Corporation,
a California nonprofit public benefit
corporation, its sole member and manager
By:
_________________________________
Brad Wiblin, Executive Vice President
3869603.3
AFFORDABLE HOUSING ASSISTANCE AGREEMENT
Amador Station Housing Project
This Affordable Housing Assistance Agreement (“Agreement”) is entered into as of
September 21, 2021, by and between the City of Dublin, a municipal corporation (“City”), and
BRIDGE Dublin LLC, a California limited liability company (“Developer”).
RECITALS
A.Developer proposes to develop approximately 3.59 acres of vacant property
located on the west side of Golden Gate Drive, north of Interstate 580, in the City of Dublin,
designated as APN Nos. 941-2842-002-00 and 941-2842-004-00 (the “Property”). The Property
is or will be divided into two portions designated as the “Phase A Site” and the “Phase B Site.”
B.Developer intends to develop the Property in two phases, with 136 apartment
units to be constructed on the Phase A Site (“Phase A Project”), and 164 apartment units to be
constructed on the Phase B Site (“Phase B Project”).
C. City and Developer have entered into a “Community Benefit Agreement” with
respect to the Community Benefits to be provided by Developer with respect to the Phase A
Project and the Phase B Project. The Community Benefit Agreement provides that City and
Developer will enter into this Affordable Housing Assistance Agreement with respect to the
affordable housing obligations of each party for the Phase A Project and the Phase B Project.
NOW, THEREFORE, with reference to the foregoing recitals and in consideration of the
mutual promises, obligations and covenants herein contained, City and Developer agree as
follows:
1.Phase A Project. Developer will construct 136 apartment units on the Phase A
Site, together with all associated landscaping, parking and associated improvements (“Phase A
Project”).
2.Phase B Project. Developer will construct 164 apartment units on the Phase B
Site, together with all associated landscaping, parking and associated improvements (“Phase B
Project”).
3.Design and Land Use Entitlements. Developer has concurrently prepared and
submitted, and will process all required applications for City and governmental planning
approvals and entitlements for the Phase A Project and Phase B Project. Developer will be
responsible for the costs of due diligence, design, land use entitlement and permit applications,
consultant and legal costs, and other predevelopment costs; provided that City Loan proceeds
may be used to pay for a portion of such costs.
4.Construction and Permanent Financing. Developer will be responsible for
obtaining all financing and equity required for the construction and permanent financing of the
Phase A Project and Phase B Project. Developer intends for the Phase A Project and the Phase B
Project to be separately financed and constructed. Developer intends to finance the Phase A
Project with 4% Low Income Housing Tax Credits, multifamily housing bond financing, a City
Loan, a County Loan, and other sources to be determined. Expected financing sources for the
Phase B Project are currently unknown. Following the construction closing of Phase A, a default
by Developer under Phase B will not constitute a default under Phase A. Following the
construction closing of Phase B, a default by Developer under Phase A will not constitute a
default under Phase B.
5. City Loan. City will make a construction/permanent loan to the Developer for
the Phase A Project in the amount of $7,100,000 (“City Loan”). The City Loan will accrue
interest at 3% per annum, unless the County of Alameda and California Department of Housing
Community Development each reduce their loan interest rate to below 3% per annum, in which
case the City Loan will accrue interest at the same per annum rate set by the California
Department of Housing Community Development for the Phase A Project. The term of the City
Loan will be the earlier of (i) the fifty-seventh (57th) anniversary of the City Loan origination
date, or (ii) the fifty-fifth (55th) anniversary of the date that City issues a Certificate of
Occupancy for the Phase A Project. The City Loan will be repaid through Developer’s payment
of a mutually determined percentage of the residual receipts of the completed Phase A Project.
The Phase A Project residual receipts will be allocated on a pro rata basis between the City Loan,
the County Loan and other governmental loans to the Phase A Project which are to be paid
through residual receipts. The terms of the City Loan will be set forth in a Promissory Note to be
provided by Developer to City at the financial closing for the Phase A Project. The City Loan
Promissory Note will be secured by a Deed of Trust to be recorded against the Developer’s
ground leasehold interest in the Property. The Regulatory Agreement will also be recorded
against the ground leasehold interest in the Property. The City Loan will be nonrecourse, and
will be subordinate to the primary construction and permanent loan for the Phase A Project. The
City Loan will be disbursed at the construction loan closing, contingent on Developer receipt of
building permits and all other required City approvals for the Phase A Project, closing of all
other construction financing, and other standard conditions. City and Developer shall enter into
a mutually acceptable Affordable Housing Loan Agreement which sets forth the terms and
conditions of the City Loan, and attaches the form of the Promissory Note, Deed of Trust and
Regulatory Agreement for the Phase A Project.
6. County Loan. City will allocate $2,900,000 of its share of the Alameda County
A1 Bond Program funds to the Phase A Project (“County Loan”). Alameda County (“County”)
will be responsible for making and administering the County Loan. City will enter into an
Intercreditor Agreement with County which sets forth the procedure for allocation of residual
receipts to the City Loan and County Loan, and the provides for the lien priority of the City Loan
Deed of Trust and County Loan Deed of trust to be on parity.
7. No City Commitment of Financial Assistance for Phase B Project. City does
not make any commitment of financial assistance for the Phase B Project. City does not commit
to allocate any of its share of the Alameda County A1 Bond Program funds for the Phase B
Project.
8. Density Bonus. Developer has requested a density bonus for the combined Phase
A Project and Phase B Project, for the purpose of obtaining certain benefits including a parking
ratio lower than normally applicable City parking requirements as permitted under Government
Code Section 65915(p). The requirement of the density bonus law to restrict the income and
rents of designated affordable units will be satisfied by the Regulatory Agreements described in
paragraphs 9 and 10 below.
9. Phase A Project Affordable Housing. Developer will restrict all of the
apartment units in the Phase A Project (except for two manager’s units) as affordable housing
(“Affordable Units”). The income levels of the Phase A Affordable Units will be at the
extremely low to low income levels, with an average income level of no greater than 43 percent
of Area Median Income. The rent levels of the Phase A Affordable Units will be in accordance
with the requirements of the City’s Inclusionary Housing Ordinance, Municipal Code Chapter
8.68, and state density bonus law requirements. Developer and City will enter into and record
prior to issuance of building permits a Regulatory Agreement, which sets forth the affordable
housing obligations and other requirements for operation of the Phase A Project and Affordable
Units. The term of the Regulatory Agreement will be 55 years from the date of issuance by City
of a Certificate of Occupancy for the Phase A Project. Upon occupancy of the Phase A Project,
Developer shall fully furnish, at its sole cost and expense, a minimum of 41 units for homeless
persons, at-risk of becoming homeless persons, and persons with special needs with necessary
and appropriate appliances, furniture, and basic kitchenware/dishes.
10. Phase B Project Affordable Housing. Developer will restrict all of the
apartment units in the Phase B Project (except for two manager’s units) as affordable housing
(“Affordable Units”). The income level of the Phase B Affordable Units will be no greater than
the moderate income level, with the specific number of units at each income level to be
reasonably determined by mutual agreement of Developer and the City Manager. The rent levels
of, and reporting requirements for, the Phase B Affordable Units shall be reasonably determined
by mutual agreement of Developer and the City Manager, which may include reporting, rental
rates, and selection criteria consistent with City housing programs. Developer and City will
enter into and record prior to issuance of building permits a Regulatory Agreement, which sets
forth the affordable housing obligations and other requirements for operation of the Phase B
Project and Phase B Affordable Units. The term of the Regulatory Agreement will be 55 years
from the date of issuance by City of a Certificate of Occupancy for the Phase B Project.
11. Formation of Developer Entity. Developer intends to form one or more limited
partnerships or other entities to serve as the developer of the Phase A Project and Phase B
Project. BRIDGE Dublin, LLC or an affiliate will be the general partner, managing member or
principal of each Developer entity. Developer’s obligations under this Agreement may be
assigned to such entity or entities or to BRIDGE Dublin LLC or an affiliate thereof.
12. Amendment or Cancellation. This Agreement may be amended in writing from
time to time by mutual consent of the Parties.
13. Severability. The unenforceability, invalidity or illegality of any provisions,
covenant, condition or term of this Agreement shall not render the other provisions
unenforceable, invalid or illegal, unless a Party’s consideration materially fails as a result.
14. Attorneys’ Fees and Costs. If the City or Developer initiates any action at law
or in equity to enforce or interpret the terms and conditions of this Agreement, the prevailing
party shall be entitled to recover reasonable attorneys’ fees and costs in addition to any other
relief to which it may otherwise be entitled. If any person or entity not a party to this Agreement
initiates an action at law or in equity to challenge the validity of any provision of this Agreement,
the Parties shall cooperate in defending such action. Developer shall bear its own costs of
defense as a real party in interest in any such action, and shall reimburse the City for all
reasonable court costs and attorneys’ fees expended by the City in defense of any such action or
other proceeding.
15. Notices. All notices required to be given to City under this Agreement shall be in
writing and shall be addressed as follows:
City of Dublin
Attn: City Manager
100 Civic Plaza
Dublin, CA 94568
All notices required to be given to Developer under this Agreement shall be in writing
and shall be addressed as follows:
BRIDGE Dublin LLC
Attn: Brad Wiblin, Executive Vice President
600 California Street, Suite 900
San Francisco, CA 94108
16. Agreement is Entire Understanding. This Agreement constitutes the entire
understanding and agreement of the Parties.
17. Legal Authority. Each individual executing this Agreement hereby represents
and warrants that he or she has full power and authority under the entity’s governing documents
to execute and deliver this Agreement in the name of and on behalf of the company and to cause
the entity to perform its obligations under this Agreement.
18. No Third-Party Beneficiaries. This Agreement is made and entered into for the
sole benefit of the Parties and their successors and assigns. No other persons shall have any right
of action based upon any provision of this Agreement.
19. No Performance Guaranty. This Agreement is not intended to obligate the
Developer to construct a phase, until such time as the applicable phase is fully funded, the
construction financing for such phase has been closed by Developer and Developer has
commenced construction.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the date and year first above written.
CITY:
City of Dublin,
a municipal corporation
_________________________________
Linda Smith, City Manager
Attest:
_________________________________
Marsha Moore, City Clerk
Approved as to form:
_________________________________
John D. Bakker, City Attorney
DEVELOPER:
BRIDGE Dublin LLC,
a California limited liability company
By: BRIDGE Housing Corporation,
a California nonprofit public benefit
corporation, its sole member and manager
By:
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Brad Wiblin, Executive Vice President