HomeMy WebLinkAbout6.2 Schaefer Ranch AGMT
r
.
CITY CLERK
File # D~[{lJ[(l]-~[Q]
AGENDA STATEMENT
CITY COUNCIL MEETING DATE: December 1,1998
SUBJECT:
ATTACHMENTS:
RECOMMENDATION: 1)
2)
#3)
4)
5)
.INANCIAL STATEMENT:
ANALYSIS:
Background:
PUBLIC HEARING: P A 96-037 Schaefer Ranch Development Agreement
(Report prepared b~nnis Carrington, Senior Planner/Zoning Administrator)
1) Ordinance Approving Development Agreement
2) Development Agreement (as Exhibit 1 to Attachment 1)
Open Public hearing and hear staff presentation
Take testimony from the public
Question staff and the public
Close public hearing and deliberate
Waive reading and adopt Ordinance (Attachment 1) approving Development
Agreement (Attachment 2)
Approval of this agreement would provide for the improvement of portions
of Dublin Boulevard, the reservation and potential dedication of a fire
station site, and the purchase of property from the City for the extension of
Dublin Boulevard.
On November 17, 1996, the City Council introduced the Ordinance approving the Development Agreement for the
Schaefer Ranch single family residential proj ect, P A 96-03 7. This is the second reading of the Ordinance.
General Plan Amendment and PD Rezone. On July 9, 1996, the City Council approved an amendment to the
Dublin General Plan to apply the Estate Residential, Single Family Residential, Retail Office, Public/Semi Public,
and Open Space land use designations to the Schaefer Ranch project. On that date, the City Council also adopted a
Planned Development Rezone to permit up to 474 single family residences, a small commercial area and two
parks. As part of that action, the City Council applied the PD - Estate Residential, PD - Single Family, PD -
.
COPIES TO: Schaefer Heights Associates
Otto Schaefer, Jr.
Robert Y ohai and Sal Zagari
Dennis and Laurie Gibbs
P A File
ITEM NO.
6.2
,
Commercial, PD - Semi-Public, PD - Open Space, and Interim Agriculture Zoning Districts to the Schaefer Ranch
~~ .
Annexation. On January 6, 1998, the City Council approyed the annexation of the Schaefer Ranch project.
Vesting Tentative Map. On August 11, 1998, the Planning Commission approved a Vesting Tentative Map for
466 single family homes, 6.59 acres of commercial uses and two parks for the Schaefer Ranch project.
Planning Commission action. A public hearing was held on this item before the Planning Commission on
November 10, 1998. The Planning Commission unanimously recommended approval of the Development
Agreement to the City Council.
Purpose of a Development Agreement. A Development Agreement provides security to the developer that the
City will not change its zoning and other laws applicable to the project for a specified period of time.
Additionally, it is a mechanism for the City to obtain commitments from the developer that the City might not
otherwise be able to obtain. The Development Agreement is one means the City has to assure that the Specific
Plan goal that new development fund the costs of infrastructure and service is met.
Development Agreement. Attached to this Staff Report is a Development Agreement (Attachment 2) between
the City of Dublin and the Schaefer Heights Associates and Schaefer Heights, Inc. This Development
Agreement is based on the standard Development Agreement developed by the City Attorney. In general, the
Agreements reflect what has been determined to be the infrastructure needs for the specific project. These needs
are determined based on submittal of engineering studies and plans. .
The Agreement:
The City Attorney drafted the proposed Development Agreement with input from City staff, Schaefer Heights
Associates and Schaefer Heights Inc. and their attorneys. The Development Agreement sets forth the rights and
obligations of the City and the Developer in relation to many items, including, but not limited to, effective date
and term, use ofthe property, applicable rules, subsequently enacted rules and regulations, amendments and
cancellation, annual review and default. Of particular importance is the term of the agreement which is eight
years from the date the agreement becomes effective. The Development Agreement runs with the land and the
rights and obligations thereunder can be assigned. The improvement and fee requirements of the Development
Agreement can be found in Exhibit B of the Development Agreement and are highlighted below:
1. Dublin Boulevard from Hansen Drive to Silvergate Drive. The Developer will widen Dublin
Boulevard to four lanes from Hansen Drive to Silvergate Drive by September 30, 1999 if the developer can
obtain a grading permit from the City prior to May 1, 1999. If the Developer is not able to obtain a grading
permit by May 1, 1999, the Developer will complete the improvements no later than September 30, 2000. The
construction shall be timed so that access to the Valley Christian School on Dublin Boulevard is not affected
and Dublin Boulevard is not closed while school is in session.
2. Construction Traffic. Construction vehicles for the project will not use existing Dublin Boulevard at
any time. Dublin Boulevard can be used between 8:30 a.m. and 2:30 p.m. for empty construction vehicles and.
to bring equipment for earthwork, sub drain pipe and rock to the western end of Dublin Boulevard during the
2
.construction of Dublin Boulevard. The Director of Public Works may allow construction vehicles to use Dublin
oulevard in the event of unforeseen circumstances relating to construction operations or to bring dirt from the
western extension of Dublin Boulevard to use for the widening of Dublin Boulevard from Hansen Drive to
Silvergate Drive. The Developer will pay the City $1,000 for each violation ofthis provision.
3. Dublin Boulevard from Donlan Drive to San Ramon Road. The Developer will pay the City
$231,061 plus interest for the project's fair share of the costs of the widening of Dublin Boulevard from Donlan
Drive to San Ramon Road.
4. Fire Station site. The Developer will reserve a .65 acre site for a future fire station in the location
shown as Parcel No. S on the Vesting Tentative Map (#6765). Upon 60 days notice from the City, the
Developer will dedicate this site to the City. This obligation will survive termination of the Agreement but will
end 10 years from the effective date of the Agreement.
5. Purchase of property for extension of Dublin Boulevard. The City will quitclaim 6.31 acres at the
western terminus of Dublin Boulevard to the Developer for $55,800.
Environmental Review:
The proposed project is exempt from further environmental review according to Section 15182 of the State
CEQA Guidelines because it is within the scope of the Final Environmental Impact Report (EIR) for the
Schaefer Ranch Project/General Plan Amendment (SCH No. 95033070) certified by the City Council by
eesolution No. 76-96. Analysis of this project indicate that no new effects could occur and no new mitigation
measures would be required for the Schaefer Ranch project that were not addressed in previously considered
environmental documents.
Conclusion:
The Development Agreement furthers the goals of the General Plan and Chapter 8.56 ofthe Municipal Code by
requiring new development to fund the costs of its infrastructure and service. The City of Dublin, Schaefer
Heights Associates and Schaefer Heights, Inc. have come to agreement on the improvement of portions of
Dublin Boulevard, construction traffic limitations, the reservation and potential dedication of a fire station site,
and the purchase of property from the City for the extension of Dublin Boulevard.
RECOMMENDATION:
Staff recommends that the City Council, take testimony from the public, question staff and the public, close the
public hearing and deliberate and waive reading and adopt the Ordinance (Attachment 1) approving the
Development Agreement (Attachment 2).
G:\P A96-03 7\ccsrdal
.
3
.
ORDINANCE NO. - 98
AN ORDINANCE OF THE CITY OF DUBLIN
APPROVING THE DEVELOPMENT AGREEMENT
FOR P A 96-037, SCHAEFER RANCH
THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY
ORDAIN AS FOLLOWS:
Section 1. RECITALS
A. The proposed Schaefer Ranch project (PA 96-037) is located within the
boundaries of the Dublin General Plan in an area which is designated on the General Plan
Land Use Element Map as Estate Residentia~ Single Family Residentia~ Retail Office,
Public/Semi-Public and Open Space.
B. An Environmental Impact Report ("EIR") was prepared for the Schaefer
Ranch project and certified by the City Council on July 9, 1996.
.
C. Schaefer Heights Associates and Schaefer Heights Inc. have filed an
application requesting approval of a development agreement for the Schaefer Ranch
Project.
D. A Development Agreement between the City of Dublin and Schaefer
Heights Associates and Schaefer Heights Inc. has been presented to the City Council, a
copy of which is attached hereto as Exhibit 1.
E. A public hearing on the proposed Development Agreement was held
before the Planning commission on November 10, 1998, for which public notice was
given as provided by law.
F. The Planning Commission has made its recommendation to the City
Council for approval of the Development Agreement, which recommendation includes
the Planning Commission's determinations with respect to the matters set forth in Section
8.56.080 of the Dublin Municipal Code.
G. Public hearings on the proposed Development Agreement were held
before the City Council on November 17, 1998, and December 1, 1998, for which public
notice was given as provided by law.
.
H. At that public hearing on November 17, 1998, the City Council waived
reading and introduced the Ordinance approving the Schaefer Ranch Development
Agreement.
ATTACHMENT 1
1. At that public hearing on December 1, 1998, the City Council waived
reading and adopted the Ordinance approving the Schaefer Ranch Development
Agreement.
J. The City Council has considered the recommendation of the Planning
Commission (Planning Commission Resolution 98-~, including the Planning
Commission's reasons for its recommendation, the Agenda Statement, all comments
received in writing and all testimony received at the public hearing.
K. The proposed project is exempt from further environmental review
according to Section 15182 of the State CEQA Guidelines because it is within the scope
of the Final Environmental Impact Report (EIR) for the Schaefer Ranch Project/General
Plan Amendment (SCH No. 95033070) certified by the City Council by Resolution No.
76-96. Analysis of this project indicate that no new effects could occur and no new
mitigation measures would be required for the Schaefer Ranch project that were not
addressed in previously considered environmental documents.
Section 2.
FINDINGS AND DETERMINATIONS
Therefore, on the basis of (a) the foregoing Recitals which are incorporated
herein, (b) the City of Dublin's General Plan, (c) the EIR, (d) the Agenda Statement, and
on the basis of the specific conclusions set forth below, the City Council finds and
determines that:
1. The Development Agreement is consistent with the objectives, policies,
general land uses and programs specified and contained in the City's General Plan, as
amended by the Schaefer Ranch General Plan Amendment in that (a) the General Plan
land use designations for the site are Estate Residentia~ Single Family Residentia~ Retail
Office, Public/Semi-Public and Open Space and the proposed project is a single family
dwelling project with a small commercial area consistent with those land use designations
and (b) the project is consistent with the fiscal policies of the General Plan with respect to
provision of infrastructure and public services.
2. The Development Agreement is compatible with the uses authorized in,
and the regulations prescribed for, the zoning districts in which the real property is
located in that the project approvals include a Planned Development Rezoning adopted
specifically for the Schaefer Ranch project.
3. The Development Agreement is in conformity with public convenience,
general welfare and good land use policies in that the Schaefer Ranch project will
implement land use guidelines set forth in the General Plan which have planned for
residential uses and a small commercial area at this location.
2
.
.
.
~i' ;J:.
.
4.
The Development Agreement will not adversely affect the orderly
development of property or the preservation of property values because the
project is consistent with the General Plan.
5. The Development Agreement will not adversely affect the orderly
development of property or the preservation of property values because the
project is consistent with the General Plan.
Section 3. APPROVAL
The City Council hereby approves the Development Agreement (Exhibit 1) and
authorizes the Mayor to sign it.
Section 4. RECORDATION
Within ten (10) days after the Development Agreement is executed by the Mayor,
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 ofthe State of California.
PASSED AND ADOPTED BY the City Council of the City of Dublin, on this
1st day of December, 1998, by the following votes:
A YES:
NOES:
ABSENT:
ABSTAIN:
MAYOR
ATTEST:
CITY CLERK
G:\P A96-03 7\daord
.
3
City of Dublin
When Recorded Mail To:
City Clerk
City of Dublin
100 Civic Plaza
Dublin, CA 94568
-I
Space above this line for Recorder's Use
DEVELOPMENT AGREEMENT
BET\1\TEEN THE
CITY OF DUBLIN
AND
SCHAEFER HEIGHTS ASSOCIATES AND
SCHAEFER HEIGHTS, INC.
FOR THE SCHAEFER RANCH PROJECT
All ACHMENT 1.
(~I.II;,I't I -no ~4~ i)
.
.
.
1
i
j
I.
i
.
.
7.
8.
TABLE OF CONTENTS
1.
Description of Property.
?
.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. a ~ a a _
2. Interest of Developer. . . . . . . . : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3. Relationship of City and Developer. . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . 2
4. Effective Date and Tenn. ........................................ 3
4.1 Effective Date. ........................................... 3
4.2 Term.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5.
Use of the Property. ............................................ 3
5.1 Right to Develop ......................................... 3
5.2 Permhted Uses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5.3 Additional Conditions ..................................... 3
5.3.1 Subsequent Discretionary Approvals. .................... 3
5.3.2 Mitigation Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.3.3 Phasing. Timing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.3.4 Financing .Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.3.5 Fees. Dedications. ................................... 4
5.3.6 Reimbursement ..................................... 4
5.3.7 Miscellaneous ...................................... 4
6.
Applicable Rules. Regulations and Official Policies .................... 4
6.1 Rules re Permitted Uses. '.' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6.2 Rules re Design and Construction ............................ 5
6.3 Uniform Codes Applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Subsequently Enacted Rules and Regulations. . . . . . . . . . . . . . . . . . . . . . . . . 5
7.1 New Rules and Regulations ................................. 5
7.2 Approval of Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7.3 Ivforatorium Not Applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Subseauentlv Enacted or Revised Fees. A<;sessments and Taxes. . . . . . . . . . . 6
A .
8.1 . Fees. Exactions. Dedications ................................ 6
8.2 Revised Application Fees ................................... 6
Dublin/Alameda Development Agreement
for Schaefer Ranch Project
Table of Contents - Page i of iii
21,1998
8.3 New Taxes ...................................... . . . . . . . . 7
8.4 Assessments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 .
9. Amendment or Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9.1 I'v1odification Because of Conflict with State or Federal Laws ....... 7
9.2 Amendment bv Mutual Consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9.3 Insubstantial Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9.4 ~endment of Project Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9.5 . Cancellation bv Mutual Consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . ,8
10. Term and Issuance of Project Approvals. ........................... 8
10.1. Rules. Regulations and Policies Applicable to Project ............. 8
10.2 Term of Project Approvals .................................. 8
11. Annual Review. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 .
11.1 Revie\lv Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11.2 Initiation of Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11.3 Staff Reports ............................................ 9
11.4 Costs .................................................. 9
12. Default. . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
12.1 Other Remedies Available .................................. 9
12.2 Notice of Default and Request to Cure ........................ 9
12.3 Procedures for Termination ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
12.4 No Damages Against CITY ................................ 10
.
13. Estoppel Certifi ca te ........................................... 1 0
14. Mortgagee Protection: Certain Rights of Cure ....................... II
14.1 Mortgagee Protection . . . . . . . . . . . . .'. . . . . . . . . . . . . . . . . . . . . . . . 11
14.2 Mortgagee Not Obligated. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
14.3 Notice of Default to Mortgagee and EA'tension of Right to Cure .... II
15. Severabilitv . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
16. Attomevs' Fees and Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
16.1 Action bv CITY or DEVELOPER. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
16.2 Action bv Third Partv .................................... 12
. .
Dublin/Alameda Development Agreement
for Schaefer Ranch Project
Table of Contents - Page ii of iii
October 21, 1998
.
.
"11IIIII
17. Transfers and Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
17.1 Right to A<;sign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
17.2 Release Upon Transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
17.3 Developer's Right to Retain Specified Rights or Obligations ....... 13
17.4 Permitted Transfer. Purchase or A<;signment ................... 13
17.5 Termination of Agreement Upon Sale of In~ividual Lots to Public. . 13
18. Agreement Runs with the Land ........................:......... 14
19. Bankruptcy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
20. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
21. Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
21.1 Public Liability and Property Damage Insurance . . . . . . . . . . . . . . . . 15
21.2 \1\Torkers Compensation Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
21.3 Evidence of Insurance .................................... 15
22.
. 23.
24.
?-
-).
26.
27.
.
Sewer and \i\T ater ............................................. 15
Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Agreement is Entire Understanding ............................... 16
Exhibits .................................................... 16
Counterparts ................................................ 17
Recordation ................................................. 17
Table of Contents - Page iii of iii
. October 21, 1998
Dublin/Alameda Development Agreement
for Schaefer Ranch Project
\ \
THIS DEVELOPMENT AGREEMENT is made and entered in the Citv of
Dublin on this th day of , 1998, by and between the CITY OF .
DUBLIN, a Municipal Corporation (hereafter "City"), and Schaefer Ranch Associates,
a limited partnership and Schaefer Heights, Inc., a California corporation (hereafter
collectively "Developer"), pursuant to the authority of ss 65864 et seq. of the
California Governr;nent Code and Dublin Municipal Code, Chapter 8.56.
RECITALS
A. California Government Code ss 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 Virith any person ha\ring 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 consisting of approximately 500+ acres ofland, located in the City of
Dublin, County of Alameda, State of California, which is more particularly described
in Exhibit A attached hereto and incorporated herein by this reference, and v',hich
real property is hereafter called "Property"; and
C. DEVELOPER proposes the development of the Property \\ith 474 .
single family homes, a small commercial area and off-site improvements required by
the Project Approvals (the "Project"); and
D. DEVELOPER has applied for, and CITY has approved or is
processing, various land use approvals in connection Virith the development of the
Project, including a General Plan .Amendment (City Council Reso. 77-96), PD
District rezoning (Ordinance No. 15-96), Resolution ApprO\ring PD Rezone General
Provisions, Land Use and Development Plan (City Council Reso. 78-96) vesting
tentative map (Planning Commission Resolution No. 98-38), (collectively, together
Vlrith any approvals or permits now or hereafter issued Virith respect to the Project, the
"Project Approvals"); and
E. Development of the Property by DEVELOPER may be subject to
certain future discretionary or ministerial approvals including site development
review, which, if granted, shall automatically become part of the Project Approvals as
each such approval becomes effective; and
Dublin/Alameda Development Agreement
for Schaefer Ranch Project
Page 1 of 18 .
October 21, 1998
II
.
.
.
F. CITY desires the timely, efficient, orderly and proper development
of said Project; and
G. The City Council has found that, among other things, this
Development Agreement is consistent ,vith its General Plan and has been reviewed
and evaluated in accordance with Chapter 8.56; and
H. CITY and DEVELOPER have reached agreement and desire to.
e...'\.-press herein a Development Agreement that will facilitate development of the
Project subject to conditions set forth herein; and
1. Pursuant to the California Environmental Quality Act (CEQA..) the
City has certified a Final Environmental Impact Report for the Project (Resolution
No. 76-96) (the "EIR") and found that the EIR is adequate for this Agreement; and
J. On
adopted Ordinance No.
ordinance took effect on
, 1998, the City Council of the City of Dublin
approving this Development Agreement. The
,1998.
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
I. Description of Property.
The Property which is the subject of this Development Agreement is
described in Exhibit A attached hereto ("Property").
2. Interest of Developer.
The DEVELOPER has an equitable interest in the Property in that
it holds an option to purchase the Property in fee simple.
3. Relationship of City and Developer.
It is understood that this Agreement is a contract that has been
negotiated and voluntarily entered into by CITY and DEVELOPER and that the
Dublin/Alameda Development Agreement
for Schaefer Ranch Project
Page 2 of 18
October 21, 1998
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.
4. Effective Date and Tem1.
4.1 Effective Date. This Agreement shall become effective 011
the thirtieth (30th) day following adoption by the Dublin City Council of Ordinance
No. _-98 approving this Agreement (the "Effective Date").
4.2 Term. The tenn of this Development Agreement shall
commence on the Effective Date and eA1.end eight (8) years thereafter, unless said
tenn is othenvise terminated or modified by circumstances set forth in this
Agreement or othenvise agreed by the parties.
5. Use of the Propeny.
5.1 Right to Develop. Developer shall have the vested right to
develop the Project on the Propeny in accordance '\vith the terms and conditions of .
this Agreement, the Project Approvals (as and when issued), and any amendments to
any of them as shall, from time to time, be approved pursuant to this Agreement.
5.2 Permitted Uses. The permitted uses of the Property, the
density and intensity of use, the maximum height, bulk and size of proposed
buildings, provisions for reservation or dedication of land for public purposes and
location and maintenance of on:-site and off-site improvements, location of public
utilities (operated by CITY) and other terms and conditions of development
applicable to the Property, shall be those set forth in this Agreement, the Project
Approvals and any amendments to this Agreement or the Project Approvals.
5.3 Additional Conditions. Provisions for the following
("Additional Conditions") are set forth in Exhibit B attached hereto and incorporated
herein by reference.
5.3.1 Subsequent Discretionary Approvals.
Conditions, terms, restrictions, and requirements for subsequent
discretionary actions.
Dublin/Alameda Development Agreement
for Schaefer Ranch Project
Page 3 of 18
October 21, 1998
.
L.\
\
I.
.
.
Not Applicable
5.3.2 Mitigation Conditions. Additional or modified
conditions agreed upon by the parties in order to eliminate or
mitigate adverse environmental impacts of the Project or otherwise
relating to development of the Project.
See Exhibit B
5.3.3 Phasing. Timing. Provisions that the Project be
constructed in specified phases, that construction shall commence
vvithin a specified time, and that the Project or any phase thereof be
completed within a specified time.
See Exhibit B
5.3.4 Financing Plan. Financial plans which identify
necessary capital improvements such as streets and utilities and
sources of funding.
See Exhibit B
5.3.5 Fees. Dedications. Terms relating to payment of
fees or dedication of property.
See Exhibit B
5.3.6 Reimbursement. Terms relating to subsequent
reimbursement over time for financing of necessary public facilities.
See Exhibit B
5.3.7 Miscellaneous. Mis.cellaneous terms.
See Exhibit B
6. Applicable Rules. Regulations and Official Policies.
6.1 Rules Ie Permitted Uses. For the term of this Agreement,
the City's ordinances, resolutions, rules, regulations and official policies governing the
permitted uses of the Property, governing density and intensity of use of the Property
and the maximum height, bulk and size of proposed buildings shall be those in force
and effect on the Effective Date.
Dublin/Alameda Development Agreement
for Schaefer Ranch Project
Page 4 of 18
October 21, 1998
6.2 Rules re Design and Construction. Unless othervli.se
eA-pressly pro\i.ded in Paragraph 5 of this Agreement, the ordinances, resolutions, .
rules, regulations and official policies governing design, improvement and
construction standards and specifications applicable to the Project shall be those in
force and effect at the time of the applicable discretionary Project Approval.
Ordinances, resolutions, rules, regulations and .official policies governing design,
improvement and construction standards and specifications applicable to public
improvements to be constructe~ by Developer shall be those "in force and effect at the
time of the applicable permit approval for the public improvement.
6.3 Unifonn Codes Applicable. Unless eA.-pressly prmi.ded in
Paragraph 5 of this Agreement, the Project shall be constructed in accordance \\ith
the provisions of the Uniform Building, Mechanical, Plumbing, Electrical and Fire
Codes and Title 24 of the California Code of Regulations, relating to Building
Standards, in effect at the time of approval of the appropriate building, grading, or
other construction permits for the Project.
7. Subsequently Enacted Rules and Regulations.
7.1 New Rules and Regulations. During the tenl1 of this
Agreement, the City may apply new or modified ordinances, resolutions, rules, .
regulations and official policies of the City to the Propeny which were not in force
and effect on the Effective Date and which are not in conflict V\i.th those applicable to
the Property as set fOM in this Agreement if: (a) the application of such new or
modified ordinances, resolutions, rules, regulations or official policies would not
prevent, impose a substantial financial burden on, or materially delay development of
the Property as contemplated by this Agreement and the Project Approvals and (b) if
such ordinances, resolutions, rules, regulations or official policies also apply to all
other large scale residential development in Dublin.
7.2 Approval of Application. Nothing in this Agreement shall
prevent the CITY from denying or conditionally approving any subsequent land use
permit or authorization for the Project on the basis of such new or modified
ordinances, resolutions, rules, regulations and policies provided that (a) the
application of such new or modified ordinances, resolutions, rules, regulations or
policies is consistent V\i.th the limitations identified fn Paragraph 7.1 above, (b) such
subsequent actions shall be otherwise in compliance with the conditions, terms,
restrictions, and requirements eA-pressly set forth in this Agreement; and (c) the
application of such new or modified ordinances, resolutions, rules, regulations or
Dublin/Alameda Development Agreement
for Schaefer Ranch Project
Page 5 of 1 8
October 21, 1998
.
..
.
.
'l
policies is prospective only.
7.3 Moratorium Not Applicable. Notwithstanding anything to
the contrary contained herein, in the event an ordinance, resolution or other measure
is enacted, ,vhether by action of CITY, by initiative, referendum, or othervvise, that
imposes a puilding moratorium which affects the Project on all or any part of the
Property, CITY agrees that such ordinance, resolution or other measure'shall not
apply to the Project, the'Property, this Agreement or the Project Approvals unless the.
building moratorium is imposed as part of a declaration of a local emergency or state
of emergency as defined in Government Code ~ 8558.
8. Subsequently Enacted or Revised Fees. Ac;sessments and Taxes.
8.1 Fees. Exactions. Dedications. CITY and DEVELOPER
agree that the fees payable and exactions required in connection with the
development of the Project for purposes of mitigating environmental and other
impacts of the Project, providing infrastructure for the Project and complying 'i'\ith
the Spec~fic Plan shall be those set forth in the Project Approvals and in this
Agreement (including Exhibit B). The CITY shall not impose or require payment of
any other fees, dedications of land, or construction of any public improvement or
facilities, shall not increase or accelerate existing fees, dedications of land or
construction of public improvements, in connection ,vith any subsequent
discretionary approval for the Property, except as set forth in the Project Apprm'als
and this Agreement (including Exhibit B, subparagraph 5.3.5).
The parties acknowledge and agree that CITY shall not impose any
fees which are not in effect on the Effective Date of this Agreement and further agree
that CITY may impose only those increases in existing fees which are authorized or
contemplated by the ordinances, resolutions or other regulations currently in effect
establishing such fees or by the Project Approvals. Any fee increases are subject to
the provisions of Government Code section 66000 et seq.
8.2 Revised Application Fees. Any existing application,
processing and inspection fees that are revised during the term of this Agreement
shall apply to the Project provided that (I) such fees have general applicability; (2)
the application of such fees to the Property is prospective; and (3) the application of
such fees would not prevent development in accordance with this Agreement. By so
agreeing, DEVELOPER does not waive its rights to challenge the legality of any such
application, processing and/or inspection fees.
Dublin/Alameda Development Agreement
for Schaefer Ranch Project
Page 6 of 18
October 21, 1998
8.3 New Taxes. Any subsequently enacted city-'\vide ta.xes
(other than development excise taxes) shall apply to the Project provided that: .
(a) the application of such taxes to the Property is prospective; and (b) the
application of such taxes would not prevent development in accordance '\vith this
Agreement. By so agreeing; DEVELOPER does not v,aive its rights to challenge the
legality of any such taxes or to protest in any manner the imposition thereof.
8.4 A"sessments. Nothing herein shall be construed to relieve
the 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
'V\,hich benefit the Property. By so agreeing, DEVELOPER does not waive its rights to
challenge the legality of any such assessments or to protest in any manner the
imposition thereof.
9. Amendment or Cancellation.
9.1 Iv1odification Because of Conflict 'with State or Federal
Laws. In the event that state or federal laws or regulations enacted after the effective
date of this Agreement prevent or preclude compliance v.rith 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 v.rith such federal or state law or regulation. Any such
amendment or suspension of the Agreement shall be approved by the City Council in
accordance '\,rith Chapter 8.56.
9.2 Amendment by Mutual Consent. This Agreement may be
amended in writing from time to time only by mutual consent of the parties hereto
and in accordance v.rith the procedures of State law and Chapter 8.56.
9.3 Insubstantial Amendments. Notv.rithstanding the
provisions of the preceding paragraph 9.2, any amendments to this Agreement which
do not relate to (a) the term of the Agreement as prO\rided in paragraph 4.2; (b) the
permitted uses of the Property as provided in paragraph 5.2; (c) provisions for
"significant" reservation or dedication of land as provided in Exhibit B; (d) conditions,
terms, restrictions or requirements for subsequent discretionary actions; (e) the
density or intensity of use of the Project; (f) the maximum height or size of proposed
buildings; or (g) monetary contributions by DEVELOPER as provided in this
Agreement, shall not, except to the eA'tent othernrise required by law, require notice or
Dublin/.t\lameda Development Agreement
for Schaefer Ranch Project
Page 7 of 18 .
October 21, 1998
1=7.
v
.
.
.
")
public hearing before either the Planning Commission or the City Council before the
parries may execute an amendment hereto. CITY's Public VV orks Director shall
determine whether a reservation or dedication is "significant".
9.4 Amendment of Project Approvals. Any amendment of
Project Approvals relating to: (a) the permitted use of the Properry; (b) provisions for
"significant" reservation or dedication ofland as provided in Exhibit B; (c) conditions,
terms, restrictions or requirements for subsequent discretionary actions; (d) the
density or intensity of use of the Project; (e) the maximum height or size of proposed
buildings; (f) monetary contributions by the DEVELOPER as provided in this
Agreement; or (g) public improvements to be constructed by DEVELOPER shall
require an amendment of this Agreement, pursuant to Section 9.2 of this Agreement.
Such amendment shall be limited to those provisions of this Agreement which are
implicated by the amendment of the Project Approval. Any other amendment of the
Project Approvals, or any of them, shall not require amendment of this Agreement
unless the amendment of the Project Approval(s) relates specifically to some prmision
of this Agreement.
9.5 Cancellation by Mutual Consent. Except as otherv'I1.se
pennitted herein, this Agreement may be canceled in whole or in part only by the
mutual consent of the parries or their successors in interest, in accordance V'I1.th the
provisions of Chapter 8.56. Any fees paid pursuant to Paragraph 5.3 and Exhibit B
of this Agreement prior to the date of cancellation shall be retained by CITY.
10. Term and Issuance of Project Approvals.
10.1. Rules. Regulations and Policies Applicable to Project.
Approvals. All applications for Project Approvals submitted by DEVELOPER after.
the Effective Date vvill be considered by CITY in light of and in accordance with only
those rules, regulations and official policies that are permitted to be applied to the
Project pursuant to Sections 6 and 7 above and any Project Approvals issued as of the
Effective Date.
10.2 Term of Project Approvals. Pursuant to California
Government Code Section 66452.6(a), the term of the vesting tentative map
described in Recital D above shall automatically be eA'1.ended for the term of this
Agreement. The term of any other Project Approval shall be extended only if so
provided in Exhibit B.
Dublin/Alameda Development Agreement
for Schaefer Ranch Project
Page 8 of 18
October 21, 1998
II. Annual Review.
.
11.1 Review Date. The annual review date for this Agreement
shall be August 15,2000 and each August 15 thereafter.
11.2 Initiation of Review. The CIITs Community
Development Director shall initiate the annual review, as required under
Section 8.56.140 of Chapter 8.56, by giving to DEVELOP.ER thirry (30) days'
'\\TItten notice that the CITY intends to undertake such review. DEVELOPER shall
provide evidence to the Community Development Director prior to the hearing on
the annual review, as and when reasonably determined necessary by the Community
Development Director, to demonstrate good faith compliance "vith the provisions of
the Development Agreement. The burden of proof by substantial evidence of
compliance at the annual review is upon the DEVELOPER.
11.3 Staff Reports. To the e:x"tent practical, CITY shall deposit
in the mail and fax to DEVELOPER a copy of all staff reporrs, and related exhibits
concerning contract perfoffilance at least five (5) days prior to any annual reviey'i".
11A Costs. Costs reasonably incurred by CITY in connection
\\1th the annual review shall be paid by DEVELOPER in accordance vvith the City's .
schedule of fees in effect at the time of review.
12. Default.
12.1 Other Remedies Available. Upon the occurrence of an
event of default, the parties may pursue all other remedies at law or in equity V'i,hich
are not otherwise provided for in this Agreement or in City's regulations govenling
development agreements, e:x-pressly including the remedy of specific performance of
this Agreement.
12.2 Notice of Default and Request to Cure. Upon the
occurrence of an event of default by either parry, the nondefaulting party shall serve
\vritten notice of such default upon the defaulting parry. ("Notice of Default and
Request to Cure") Failure to give notice shall not constitute a waiver of any default.
12.3 Procedures for Termination. If the default is not cured by
the defaulting party within thirty (30) days after service of the Notice of Default and
Request to Cure ("Cure Period"), the non-defaulting party desiring to tenl1inate this
Dublin/Alameda Development Agreement
for Schaefer Ranch Project
Page 9 of 1 8
October 21, 1998
.
.
.
.
Agreement may then commence the tern1ination of this Agreement by serving on the
defaulting party a '\vritten "Notice of Intent to Tern1inate" this Agreement; provided,
however, that if the default cannot be cured v,rithin the Cure Period, the
nondefaulting party shall refrain from any such commencement of the termination of
this Agreement or any other legal or equitable action so long as the defaulting party
begins to cure such default '\vithin the ~ure Period and diligently pursues such cure to
completion.
If a Notice of Intent to Tern1inate is served by CITY on DEVELOPER, the
matter shall be reviewed and considered by the City Council in the manner set fonh
in California Goven1ment Code S 65868. Tern1ination shall be effective upon the
passage of thirty (30) days follOll\ring such consideration and review by the City
Council, unless the default is resolved to the mutual satisfaction of the parties prior to
such date. If a Notice of Tern1ination is served by DEVELOPER on CITY, virithin
thirty (30) days after such service, the matter shall be re\riewed and considered by the
City Council for the purpose of determining whether City should take any further
curative action in light of the senrice by DEVELOPER of a Notice of Intent to
Terminate. Tern1ination shall be effective upon the passage of fifteen (15) days
follOl\ring such consideration and review by the City Council (or fony-five (45) days
following delivery by DEVELOPER of a Notice of Intent to Tenninate if the City
Council fails to complete its review and consideration of such matter in accordance
'\I\rith the prmrisions of the preceding sentence), unless the default is resolved to the
mutual satisfaction of the parties prior to such date and e'\ridenced in vVliting.
4 No DamaEes Against CITY. In no event shall damages be
awarded against CITY upon an event of default or upon termination of this
Agreement.
13. 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 '\I\rithin thirty (30) days folloV\ring the receipt thereof, or such longer period
Dublin/Alameda Development Agreement
for Schaefer Ranch Project
Page 10 of 18
October 21, 1998
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, provided that such party shall be
deemed to have certified that the statements in clauses (a) through (c) of this section
ar~ true, and any party may rely on such deemed certification.
.
14. -Mortgagee Protection: Certain Rights of Cure.
14.1 Mortgagee Protection. This Agreement shall be superior
and senior to any lien placed upon the Property, or any portion thereof after the date
of recording this Agreement, including the lien for any deed of trust or mortgage
("!\10rtgage"). Notwithstanding the foregoing, no breach hereof shall defeat, render
invalid, diminish or impair the lien of any Mortgage made in good faith and for yalue,
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") '\vho acquires title to the Property, or any portion thereof,
by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise.
14.2 Mortgagee Not Obligated. Notivithstanding the provisions
of Section 14.1 above, no Mortgagee shall have any obligation or duty under this .
Agreement, before or after foreclosure or a deed in lieu of foreclosure, to construct or
complete the construction of improvements, or to guarantee such construction of
improvements, or to guarantee such construction or completion, or to pay, perfon11 or
provide any fee, dedication, improvements or other exaction or imposition; provided,
hmvever, that a Mortgagee shall not be entitled to devote the Property to any uses or
to construct any improvements thereon other than those uses or improvements
provided for or authorized by the Project Approvals or by this Agreement.
14.3 Notice of Default to Mortgagee and EA'tension of Right 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 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 eA'tend the thirty-day cure period
provided in paragraph 12.2 for not more than an additional STh.'ty (60) days upon
Dublin/Alameda Development Agreement
for Schaefer Ranch Project
Page 11 of 18 .
October 21, 1998
--z-
.
.
.
request of DEVELOPER or a Iv10rtgagee.
15. Severabilitv.
The unenforceability, invalidity or illegality of any provisions,
covenant, condition or term of this Agreement shall not render the other provisions
unenforceable, invalid or illegal.
16. . Attornevs' Fees and Costs.
16.1 Action bv CITY or DEVELOPER. If 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.
16.2 Action by Third Party. If any person or entity not a parry
to this Agreement initiates an action at law or in equity to challenge the validity of
any provision of this Agreement or the Project Approvals, the parties shall cooperate
in defending such action. DEVELOPER shall bear its O"W11 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 eArpended by CITY in defense of any such action or other
proceeding.
17. Transfers and Assignments.
17.1 Right to Ac;sign. It is anticipated that DEVELOPER ,vill
sell the Property to another developer. .All of DEVELOPER'S rights, interests and
obligations hereunder may be transferred, sold or assigned in conjunction ,vith the
transfer, sale, or assignment of all of the Property subject hereto at any time during
the term of this Agreement, provided that no transfer, sale or assignment of
DEVELOPER's rights, interests and obligations hereunder shall occur without the
prior written notice to CITY and approval by the City Manager, which approval shall
not be unreasonably withheld or delayed. The City Manager shall consider and
decide the matter within 10 days after DEVELOPER's notice, provided all necessalY
documents, certifications and other information are provided to the City Manager.
Notwithstanding the foregoing, no such approval shall be required for any transfer,
sale or assignment of this agreement to Shea Homes Limited Partnership, a California
limited partnership.
Dublin/Alameda Development Agreement
for Schaefer Ranch Project
Page 12 of 18
October 21, 1998
17.2 Release Upon Transfer. Upon the transfer, sale, or
assignment of all of DEVELOPER's rights, interests and obligations hereunder
pursuant to subparagraph 17.1 of this Agreement, DEVELOPER shall be released
from the obligations under this Agreement, with respect to the Property transferred,
sold, or assigned, arising subsequent to the date of City Manager approval of such
transfer, sale, or assignment (or, if the transferee is Shea Homes Limited Partnership,
those arising subsequent to the date of such transfer, sale or assignment); provided,
hmvever, that if any transferee, purchaser, or assignee approved by the City l\1anager.
e:\.-pressly assumes ail of the rights, interests and obligations of DEVELOPER under
this Agreement, DEVELOPER shall be released with respect to all such rights,
interests and assumed obligations. In any event, the transferee, purchaser, or assignee
shall be subject to all the provisions hereof and shall provide all necessary documents,
cel1.ifications and other necessary information prior to City Manager approval.
17.3 Developer's Right to Retain Specified Rights or
Obli~ations. Notwithstanding subparagraphs 17.1 and 17.2 and paragraph 18,
DEVELOPER may 'withhold from a sale, transfer or assignment of this Agreement
certain rights, interests and/or obligations which DEVELOPER shall retain, pro\ided
that DEVELOPER specifies such rights, interests and/or obligations in a written
document to be appended to this Agreement and recorded 'with the Alameda County
Recorder prior to the sale, transfer or assignment of the Property. DEVELOPER's
purchaser, transferee or assignee shall then have no interest or obligations for such
rights, interests and obligations and this Agreement shall remain applicable to
DEVELOPER 'with respect to such retained rights, interests and/or obligations.
17.4 Permitted Transfer. Purchase or Assignment. The sale or
other transfer of any interest in the Property to a purchaser ("Purchaser") pursuant to
the exercise of any right or remedy under a deed of trust encumbering
DEVELOPER'S interest in the Property shall not require City Manager approval
pursuant to the provision of paragraph 17.1. Any subsequent transfer, sale or
assignment by the Purchaser to a subsequent transferee, purchaser, or assignee shall
be subject to the provisions of paragraph 17.1.
17.5 Termination of Agreement Upon Sale of Individual Lots to
Public. Not'withstanding any provisions of this Agreement to the contrary, the
burdens of this Agreement shall terminate as to any lot which has been finally
subdivided and individually (and not in "bulk") leased (for a period of longer than one
year) or sold to the purchaser or user thereof and thereupon and 'without the
execution or recordation of any further document or instrument such lot shall be
Dublirv'.A.1ameda Development Agreement
for Schaefer Ranch Project
Page 13 of 18
October 21, 1998
--: ,"'!
.
.
.
1.
.
.
-, ---
released from and no longer be subject to or burdened by the provisions of this
Agreement; provided, however, that the benefits of this Agreement shall continue to
run as to any such lot until a building is constructed on such lot, or until the
tenl1ination of this Agreement, if earlier, at v,rhich time this Agreement shall
tenl1inate as to such lot.
18. 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 Property, or any portion thereof, or any interest therein, whether by operation of
law or in any manner whatsoever. All of the provisions of this Agreement shall be
enforceable as equitable servitude and shall constitute covenants running \vith the
land pursuant to applicable laws, including, but not limited to, Section 1468 of the
Civil Code of the State of California. Each covenant to do, or refrain from doing,
'-
some act on the Property hereunder, or with respect to any own.ed 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 ovvner during
its oV\'l1ership of such properties or any portion thereof, and shall be a benefit to and a
burden upon each party and its property hereunder and each other person succeeding
to an interest in such properties.
19. Bankruptcy.
The obligations of this Agreement shall not be dischargeable in
bankruptcy.
20. Indemnification.
DEVELOPER agrees to indemnify, defend and hold harnl1ess CITY,
and its elected and appointed councils, boards, commissions, officers, agents,
employees, and representatives from any and all claims, costs (including legal fees and
costs) and liability for any personal injury or property damage which may arise
directly or indirectly as a result of any actions or inactions by the DEVELOPER, or
any actions or inactions of DEVELOPER's contractors, subcontractors, agents, or
employees in connection with the construction, improvement, operation, or
maintenance of the Project, provided that DEVELOPER shall have no
indemnification obligation with respect to negligence or "wrongful conduct of CITY,
Dublin/Alameda Development Agreement
for Schaefer Ranch Project
Page 14 of 18
October 21, 1998
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).
21. Insurance.
. 21.1 Public Liability and Property Damage Insurance. During
the term of this Agreement, DEVELOPER shall maintain in effect a policy of
comprehensive general liability insurance with a per-occurrence combined single limit
of not less than one million dollars ($1,000,000.00) 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.
21.2 Vv orkers Compensation Insurance. During the term of this
Agreement DEVELOPER shall maintain Worker's Compensation insurance for all
persons employed by DEVELOPER for ,vork at the Project site. DEVELOPER shall
require each contractor and subcontractor similarly to provide Worker's
Compensation insurance for its respective employees. DEVELOPER agrees to
indemnify the City for any damage resulting from DEVELOPER's failure to maintain
any such insurance.
.
21.3 Evidence of Insurance. Prior to City Council approval of
this Agreement, DEVELOPER shall furnish CITY satisfactory evidence of the
insurance required in Sections 21.1 and 21.2 and evidence that the carrier is required
to give the CITY at least fifteen days prior Wlitten notice of the cancellation or
reduction in coverage of a policy: The insurance shall eJ.."tend to the CITY, its eleCtive
and appointive boards, commissions, officers, agents, employees and representatives
and to DEVELOPER performing work on the Project.
22. Sewer and Water.
DEVELOPER acknowledges that it must obtain water and selver
permits from the Dublin San Ramon Services District ("DSRSD") which is another
public agency not Vlrithin the control of CITY.
Dublin/Alameda Development Agreement
for Schaefer Ranch Project
Page 15 of 18
October 21, 1998
.
.
.
.
23. Notices.
All notices required or provided for under this Agreement shall be in
writing. Notices required to be given to CITY shall be addressed as folluvvs:
City Manager
City of Dublin
P.O. Box 2340
Dublin, CA 94568
Notices required to be given to DEVELOPER shall be addressed as follmvs:
Jeanne Pavao
Law Offices of William A. Falik
50 10 Discovery Point
Discovery Bay, CA 94514 and
Clark 1\10rrison
Morrison & Foerster
101 Ygnacio Valley Road, Suite 450
Walnut Creek California 94596-8130
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
e:h."piration 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 folloVlring day or
by facsimile transmission which shall be deemed given upon verification of receipt.
24. Agreement is Entire Understanding.
This Agreement constitutes the entire understanding and agreement
of the parties.
25. Exhibits.
The folloVlring documents are referred to in this Agreement and are
attached hereto and incorporated herein as though set forth in full:
. Dublin/Alameda Development Agreement
for Schaefer Ranch Project
Page 16 of 18
October 21, 1998
Exhibit A Legal Description of Property
.
Exhibit B Additional Conditions
26. Counterparts.
This Agreement is executed in two (2) duplicate originals, each of
which is deemed to be an original.
27. Recordation.
CITY shall record a copy of this Agreement '\vithin ten days
follo'Vving 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:
Mayor
Date:
.
ATTEST:
Bv:
,/
City Clerk
,/
Date:
i\PPROVED AS TO FOR1v1:
City Attorney
SCHAEFER HEIGHTS ASSOCIATES
By:
Dublin/Alameda Development Agreement
for Schaefer Ranch Project
Page 17 of 18 .
October 21, 1998
-,.
.
.
.
SCHAEFER HEIGHTS INC.
Bv:
.I
APPROVED AS TO FORlvl:
Attorney for DEVELOPERS
(NOTARIZATION ATTACHED)
EHS:trnc
J:\WPD\!vINRSVV\114\64\!1.GREE\SCHAEFER.027
Dublin/Alameda Development Agreement
for Schaefer Ranch Project
Page 18 of I 8
October 21, 1998
EXHIBIT B
Additional Conditions
.
The follmving Additional Conditions are hereby imposed pursuant to
Paragraph 5.3 above. .
Subparagraph 5.3.1 -- Subsequent Discretionary Approvals
Not applicable.
Subparagraph 5.3.2 -- Mitigation Conditions
Subsection a.
Roads:
Except as set forth belmv, Developer shall complete all road improvements to
serve the project site (including both on-site and off-site improvements) in
accordance Virith the Vesting Tentative Map conditions (Planning Commission
Resolution No. 98-38; hereafter "VTM Resolution") prior to issuance of the First .
Certification of Occupancy. All such road improvements shall be constructed to
the satisfaction and requirements of the CITY's Public \-Vorks Director.
I. Dublin Boulevard Widening (Hansen Dr. to Silvergate Dr.)
DEVELOPER v.rill widen Dublin Boulevard to four lanes from Hansen
Drive to Silvergate Drive (including the signal at Silvergate Drive). The
improvements will include the placement of a conduit under the roadway for
Pacific Bell's use. Alternatively, DEVELOPER 'will coordinate construction to
enable Pacific Bell to install the conduit.
If DEVELOPER obtains a grading permit from CITY by May 1, 1999,
the improvements will be completed no later than September 30, 1999. Not later
than April 30, 1999, DEVELOPER \\rill submit a construction schedule to the
Public Works Director for his review and approval.
If DEVELOPER is not able to obtain a grading pennit by May I, 1999,
Schaefer Ranch Development Agreement
Exhibit B
Page 1 of 6
October 21, 1998
.
.
.
.
..-'7
DEVELOPER will submit a construction schedule to the Public Works Director no
later than April 30, 2000 and will complete the improvements no later than
September 30, 2000.
The construction shall be timed so that access to the Valley Christian School
on Dublin Boulevard is not affected and Dublin Boulevard is not closed \vhile
school is in session.
..A...ny fees collected by CITY in the future from developers identified on
Table II, attached to the August 28, 1996 letter referenced in Condition 126 (a
copy of which is attached hereto as Exhibit B-1) of the Hansen Ranch
(Vvarmington) or Gleason projects or from any other developers who pay fees for
improvements to the Dublin Boulevard/Silvergate Drive intersection, Dublin
Boulevard (Silvergate Drive to Hansen Drive) or traffic signals at Dublin Boulevard
and Silvergate Drive and Hansen Drive (identified in CITY's CIP for FY 1998-2003
as project #9601) shall be paid by CITY to DEVELOPER within 60 days of receipt.
No such payment will be made, however, until the improvements constructed by
D EVELO PER are accepted by the CITY.
2.
Conditions 54, 55 and 56
Conditions 54, 55 and 56 of the VIM Resolution require
DEVELOPER to contribute its fair share of the cost of certain traffic improvements.
These improvements are included in the improvements used to calculate the fee in
Condition 126. DEVELOPER's construction of the improvements pursuant to
Subsection (a)(l) above and the payrnent described in Subparagraph 5.3.7(b) shall
be in lieu of Conditions 54, 55 and 56.
Subsection b.
Miscellaneous
(i) Completion Mav be Deferred.
Notwithstanding the foregoing, CITYs Public VV orks Director
may, in his or her sole discretion and upon receipt of documentation in a form
satisfactory to the Public Works Director that assures completion, allow
DEVELOPER to defer completion of discrete portions of any of the above public
improvements until after final inspection of the first building permit for the Project
Schaefer Ranch Development Agreement
Exhibit B
Page 2 of 6
October 21,1998
if the Public \IV orks Director determines that to do so 'would not jeopardize the .
public health, safety or welfare.
(ii) Improvement Agreement
Prior to constructing the Improvements described in
Subparagraph 5.3.2(a)(l) above, DEVELOPER shall submit plans and
specifications to CITYs Public Works Director for review and approval and shall
enter into an improvement agreement with CITY for construction and dedication of
the public facilities. All such improvements shall be constructed in accordance with
City's standards and policies which are in force and effect at the time of issuance of
the permit for the proposed improvements.
In the event that CITY enters into an Improvement Agreement
with an optionee of DEVELOPER and accepts bonds from a surety who is obligated
to such optionee and the option to purchase the Property is not exerCised,
DEVELOPER shall remain obligated to construct the improvements which '\vere the
subject of the Improvement Agreement. DEVELOPER agrees that in that event it
"ill not be entitled to a building permit for any building(s) on the Property until
the improvements are constructed or DEVELOPER enters into an Improvement
Agreement with CITY secured by bonds, as specified in (iii) below. This paragraph
shall survive tem1ination of the Agreement.
.
(iii) Bonds
Plior to execution of the Improvement Agreement,
DEVELOPER (or its optionee, with the approval of the Public Works Director)
shall provide a cash monument bond, a perfom1ance bond and labor and matelials
bond or other adequate security to insure that the Improvements described in
Subparagraph 5.3.2(a)( I) will be constructed at the times required by this
Development Agreement. The performance bond or other security shall be in an
amount equal to 100% of the engineer's estimate of the cost to construct the
improvements (including design, engineering, administration, and inspection) and
the labor and materials bond shall be in an amount equal to 50% of the engineer's
estimate. The bonds shall be vvritten by a surety licensed to conduct business in
the State of California and approved by CITYs City Manager.
Schaefer Ranch Development Agreement
Exhibit B
Page 3 of 6
October 21, 1998
.
.
.
.
(iv) Utilities in Public Right-of-Way
All sewer, water storm drainage and other utility improvements
which are located v\rithin any public street shall be installed prior to paving the
public street.
Subparagraph 5.3.3 -- Phasing. Tinling
\Vith the exception of the road improvements described in Subparagraph
5.3.2(a) this Agreement contains no requirements that DEVELOPER must initiate
or complete development of any phase vdthin any period of time set by CITY.
Subparagraph 5.3.4 -- Financing Plan
Not applicable.
Subparagraph 5.3.5 -- Fees. Dedications
Subsection a:
Development Impact Fees Payable at Rate in Effect
\'\Then Paid
DEVELOPER shall pay all impact fees referenced in the VIIv! Resolution
(e.g., Conditions 2, 64, 67, 86 and 120), including future amendments to such
impact fees, in the amounts in effect at the time of issuance of building pernlits.
The parties aclcnO"wledge and agree that CITY shall not impose any
development impact fees which are not in effect on the Effective Date of this
Agreement and further agree that CITY may impose only those increases in existing
development impact fees which are authorized or contemplated by the ordinances,
resolutions or other regulations currently in effect establishing such fees or by the
Project ..L-'\pprovals. Any fee increases are subject to the provisions of Government
Code section 66000 et seq.
Schaefer Ranch Development Agreement
Exhibit B
Page 4 of 6
October 21, 1998
Subsection b:
Fair Share of Improvements
.
Construction of the improvements described in
Subparagraph 5.3.2(a)( I) (Dublin Boulevard Widening [Hansen Drive to Silvergate
Dlive]) and the payrnent described in Subparagraph 5.3.7(b) will be in lieu of the
fees required to be paid pursuant to Condition 126 of the VTM Resolution.
Subparagraph 5.3.7 -- Miscellaneous
Subsection a.
Construction Traffic
DEVELOPER 'Will assure that construction vehicles
operated by DEVELOPER's contractors and their subcontractors for the Project will
not use existing Dublin Boulevard at any time. Notwithstanding the foregoing,
DEVELOPER and its contractors may use existing Dublin Boulevard berween the
hours of 8:30 a.m. and 2:30 p.m. as follows: (I) for empty construction vehicles
used for consuuction of the western eA'tension of Dublin Boulevard; and (2) to
bling equipment for earth work, subdrain pipe and rocl( to the "western terrninus of
e.xisting Dublin Boulevard for construction of the western e:h.'tension of Dublin
Boulevard.
.
Upon request of DEVELOPER, CITY's Public \1\1 arks
Director may allow periodic use of existing Dublin Boulevard for consuuction
vehicles in case of unforeseen circumstances relating to construction operations or
to have dirt from the Property (from the western extension of Dublin Boulevard
construction) to use for the widening of Dublin Boulevard from Hansen Drive to
Silvergate Drive. DEVELOPER agrees to pay CITY the sum of $1000 for each
violation of this provision "rithin 30 days of 'written notice from CITY to
DEVELOPER 'With documentation of such violation.
As used herein, "construction vehicles" means all trucks exceeding 3 tons,
"existing Dublin Boulevard" refers to the portion of Dublin Boulevard so designated
on Exhibit B-2; and "western eA'tension of Dublin Boulevard" refers to the area so
designated on Exhibit B-2.
Schaefer Ranch Development Agreement
Exhibit B
Page 5 of 6
October 21,1998
.
.
.
.
Subsection b.
Payment for Project's Share of Dublin Boulevard
Widening (Donlan Drive to San Ramon Road)
Within 90 days of the Effective Date, DEVELOPER shall
pay to CITY the sum of $231,061, plus interest from August 19, 1997 to the date
of payn1ent. The interest rate shall be equal to. the average annual rate paid by the
State Treasurer Jor the local agency investment fund (LAlF) as calculated by the
City Treasurer. Unpaid interest shall be included in the balance owed on an annual
basis. The payment of said amount consists of DEVELOPER's proportionate share
of the \videning of Dublin Boulevard from Donlan Drive to San Ramon Road
(identified in CITY's CIP as project #9696), which improvements have already
been constructed by CITY.
Subsection c.
Fire Station Location
DEVELOPER \vill reserve a .65 acre site for a future fire station in the
location shmvn as Parcel No. S on the Vesting Tentative 1\1ap (#6765). Upon 60
days written notice from CITY, DEVELOPER will dedicate this site to CIIT. The
land and underlying groundwater shall be free of hazardous substances. This
obligation shall survive tem~ination of this Agreement but shall terminate 10 years
from the Effective Date.
Subsection d.
Purchase of Property for E),."tension of Dublin
Boulevard
CITY will execute a quit claim deed to DEVELOPER for
the property described on Exhibit B-2 in exchange for the sum of $55,800, plus
interest from October 24, 1995 until the date of conveyance. The interest rate
shall be equal to the annual rate paid by the State Treasurer for the local agency
investment fund (LAlF) as calculated by the City Treasurer. Unpaid interest shall
be included in the balance owed on an annual basis. Such property will be
conveyed in its "as is" condition \vith no representations regarding its condition.
The conveyance \\ill be made V\ithin 90 days of the Effective Date.
J:\WPD\MNRSW\114\64\A.GREE\EX_B.027
EHS:tmc:rja
Schaefer Ranch Development Agreement
Exhibit B
Page 6 of 6
October 21, 1998
I../NI_ I p-'[""1;'i,:,rUK I H IlUI'l
r c....x -n,..,JJ.U-~U...J vV-'V
)
~ Tran$porlation Consultants
August 28, 1996
.
Mr. Mel1ra.n Sep::hri
Sr. Civil Engineer
City of Dublin
100 Civic ?12a:a
Dublin. CA 94568
Subject: West Dublin Tra1'1ie Impact Fee Study
(TJKM Proj ect IS7 -014)
Dear Mr. Sv~:
This letter presents the results of T1KM's traffic impact :fee anzlysis for projectS in West
Dublin. 1"be roadway improvement proje..~ include those irnpad::d by Ih= Schaefer R2..!1.::!r..,
Donlan Canyon. Hans....""l1 Ranch and Gleason develop::nen!S. The iniprovemenr pro.ie.::ts
spedw.,d by t.f}e City to be included in this study an:: the following:
1. Dublin BoulevardlSilver:gare Drive intersection recDnfigur:nion
2. DubJin Boulevard widening between Silvergare Drive and Hansen Drive
3. Dublin Boulevard traffic signals at Silvergate Drive and at Hansen Drive
4. Dublin Boule....ard widening between Donlon Way anrl San Ramon Road.
.
TJKM caIculmed impact fees based on the prop::>rtion of traffic from each of the four
develoixnents that will impact each of the four roadway L.-nprovement projectS. 'The City _
provided cost estimates for all improvement projects, except for the Dublin BoulevlU"d traffic
si~ for which T1KM estimated the coS!.S.
Trip ~nenttion and Distribution
~ trip generation assumptions for the developments are based on daily trip rntes developed
by the Institute of Tr:msportatioo Engineen; and accepted by the City of Dublin. Table I
summarizes the trip ge.'ler:atian assumptions for all four developmeII!5. Trip distribution
assumptioP.5 were developed based on existing travel patterns, .1.:nowledge of the study a..--ea,
and inform.ation cont2ined in previous traffic studies.
Tr2mc Impact Fee Cilcu1ations
T.ne share of fu: cost of each roadway improvem~ was calculated for all four dcvdopm::::lts.
TIle estimated cost shares were d~ined by distributing each development's tl1l.ffic IO ill
significant local roadv;ays, determining the per...entage of each development's daily traffic
impacting the roadv..-ay improvement, and proportioning t.f:le expected improvement cost ZIDOt'1g
.all four developments. Trese calculations and resulting ~ shares are listed in Table IT.
It was found that the two traffic signals, Improvement Project 3, do not mo::t signal warrants .
and are rot required until after the (M."1lp:mcy of Donlon Canyon and Hansen Ranch P"nz.se 1.
Therefore, only the Hans..."'Il Ranch Phase IT, Gle2S00 and Schaefer Rznch projec..s are indi~
to fund. tk: two ttaffic signals.
?
L! r
L(,;7 Ch:>hnl [)~in. Suile 214. Pl"';t~:>nl,.,n, r.:>JifMni:llJ.!SRlV2.754, (510) 4t'".Otill, Fu ('ilO) 46:'-:'1;90
~YHnnT "R.l
I
,
!
;
T~ TP~~SPORTATION
Fa~:51G-40~-~O~U
"
J
'-''''::;,'':'0 :;'"
..:..-'........
.. Mr. Mchr.m Scp::hri
City of Dublin
Pzg=2
August 28, 1996
.
Table I: West Dublin Trip Generation
.
D&ily
Project Lmd. V.e Size Trit' R.&Le VcQicle ~
~ hach
Single--Family 400 do 10.00 4.(xx)
T~ 74- cia 7.00 518
Retti1 4.50 AC 600.0 2.7ro
O:fficc 4.50 a.c lSll.O 675
Slibtotal 7~3
~an Omyon ~k"S) Townbome$ Z46 dn 7.00 1,712
HaD.cn bacil (Wann~n) S~e-F&.-nily j&o at! 10.00 l.SOJ
~ I Sint;le-Ftmily 17 du 1O.m 170
Tot.! 11 ,.s:t5
Conclusions
Tne total ~ cost of the improvt:ments is 52,134.719. This 2!Doum includes a redu..-'"'"tion
to account for previous contributions from additional nearby development 1be impact fees_
an:: s;ummarized in Table II.
I hope this amlysis will be helpful to you.. If you have any questions regarding it, pkase dJ
not hesitate to call
Sincerely,
ek 1).1~
...w Clnim>ph=r S. Kinzel
r r Associate
ri-..#~
157-0704Llyo
.
--:2-,
Tauto II:
Went Duhlln Trnmc Impucl Pona
-\
Sl
.~
-I
Prolects ;u
~
Tolal ~?:.
Schnoror Rouch Donlan Canyon Hansen Ranch Gloason (j)
-I)
0<&0) (Warmlnglon) 0
,1)
Phase I Phas" II -I
:D
-I
Daily Trips ~,722 1,000 110 1',505 H
Improvements Cont 7,093 720 0
z
n Blvd./Sn'lotya\e Dr. lIS $47,079 proj% 40% .75% 75% '75% 75~
prol Vol. 3,709 1,292 540 810 120 S,S5P "T\
)J
,-51)%-..... ,><
~Lr~~l_._ ' 20% ~~._-- 12% 2% 100% ' ..
( $27,200' ') --...---....-.-..-.-'-' ~
Cost $9272 $3,077 $5,015 $915 $47 079 0
I
.f:,.
in Blvd., SlIvolyolo Dr. lu Hangon Or, $1,373,904 Pro I % 44% 75% 70% 70"10 10% (n
01
I
ProlVol. 3,473 1.292 504 756 1'19 6,1 <4 3 01
01
1.1)
% To~~_ _.~ $770~~ $288.::: --~-~~~~~ 12% n. _____-L~ 0
--------
Coot $169 07' $2G,613 $1,313,004
Prol% '-- '\6%.--/
lIn Blvd. Signals @ Sllvergale Dr. 8. Hll.(1gen Dr. $300,000 0% 0% 72% 72%
Pro) Vol. 3,G31 0 0 770 122 4,53\
II
% Tolal 00% 0% .9!0 __..17%_..____3~ 100% t:
---.------.. -7-: .---.--.-- -------...--..-.. ill
Cost --$2'10,400\ $Q $0 $51.400 $6.1 05 $300 000 "-.'
0.:-
Ilo Blvd., Donlon Wy. to Sa.n Ramon Rd. $406.736 Pro) % ~ 44J 75% 10% 70% 70r. -
. \,C'
'- J 0-
Proj Vol. 3,473 1.292 504 756 119 6, \43
% Total 57% 21% \-'
8% 12% 2 ~. __.__._~OO~ u
-.-.......-.- ... .__..._-_...._.~-...._....I.....-_-.~-----_....-_..-.-..
Coot $231,O!31 $05,926 .fo
$33,532 $50,200 $7,917 . $406.736 (~
1~n15IrBUvtIN18I~llJ $5,000 % Tolal 25% 25~ W.5% 12.5% 25 ".. 100%
------ -. ..__.--..............._....-..-._---._..-._~.~-__I._.__~.----- _. -'--'---'--'-"
Cost $1,25U $'1,250 $025 $625 $ \,250 S!i,OOO ."\
c
I ~1.276.[j97 $301i 271 $150 7<1B ~2n,2~H , $4".t.lOO $2 134719 J
t.-I Co.t
.
orz.wG . . .
3:42 PM
I