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HomeMy WebLinkAbout6.3 Attachment K, L, M Recording Requested by: City of Dublin When Recorded Mail To: City Clerk City of Dublin 100 Civic Plaza Dublin, CA 94568 Space above this line for Recorder's Use DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBLIN AND HOMART DEVELOPMENT CO. AND SURPLUS PROPERTY AUTHORITY OF THE COUNTY OF ALAMEDA FOR THE TRI-VALLEY CROSSINGS PROJECT/SANTA RITA COMMERCIAL CENTER \ _ "2.. ~ -<11 ':::> ~ ...:!. EXHIBIT X January 19, 1995 114\agree\devlp52.agr INDEX 1 RECITALS 2 AGREEMENT 2 1. Description of Property. 2 . Interest of Developer. 3 3. Relationship of City, County and Developer. Effective Date and Term. 3 3 4. 4.1 Effective Date 3 4.2 Term 3 5 . Use of the Property 5.1 Right to Develop 4 4 5.2 Permitted Uses 4 5.3 Additional Conditions 4 5.3.1 Conditions, terms, restrictions, and requirements for subsequent discretionary actions. 4 5.3.2 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. . . . . 4 5.3.3 provisions that the Project be constructed in specified phases, that construction shall commence within a specified time, and that the Project or any phase thereof be completed within a specified time. . . . . . . . . . 5 5.3.4 Financial plans which identify necessary capital improvements such as streets and utilities and sources of funding. . . . . . . . . . . . . . . 5 January 19, 1995 114\agree\devlp52.agr 1 5.3.5 Terms relating to subsequent reimbursement over time for financing of necessary public facilities. 5 5.3.6 Terms relating to payment of fees. 5 5.3.7. Miscellaneous terms. 5 5.4 Subsequent Approvals. 5 6. Applicable Rules, Regulations and Official policies. 5 . . . . . . 6.1 Rules re Permitted Uses. 5 6.2 Rules re Design and Construction 6 6.3 Uniform Codes Applicable 6 7. Subsequently Enacted Rules and Regulations. 6 7.1 New Rules and Regulations 6 7.2 Moratorium Not Applicable. 6 8 . Subsequently Enacted or Revised Fees, Assessments and Taxes. 7 8.1 New Fees 7 8.2 Construction of Off-Site Traffic Improvements 7 8.3 Revised Application Fees 7 8.4 New Taxes. 7 8.5 Assessments 7 9 . Amendment or Cancellation. 8 9.1 Modification Because of Conflict with State or Federal Laws. 8 9.2 Amendment by Mutual Consent. '. . 8 9.3 Insubstantial Amendments 8 9.4 Amendments of Project Approvals. 8 9.5 Cancellation by Mutual Consent. . 9 January 19, 1995 114\agree\devlp52.agr ii 10. Term of Project Approvals. 9 11. Annual Review. 9 11.1 Review Date 9 11.2 Initiation of Review 9 11.3 Staff Reports 9 11.4 Costs 10 12. Default. 10 12.1 Other Remedies Available 10 12.2 Notice and Cure. 10 13. Estoppel Certificate. 10 14. Mortgagee Protection; Certain Rights of Cure. 11 14.1 Mortgagee Protection. 11 14.2 Mortgagee Not Obligated 14.3 Notice of Default to Mortgagee 11 11 15. Severability. 11 16. Attorneys' Fees and Costs. 12 17. Transfers and Assignments. 12 17.1 Right to Assign Project as Whole or Either Phase 12 17.2 Release Upon Transfer. 12 17.3 Sale of a Portion of Either Phase 13 18. Agreement Runs with the Land. 13 19. Bankruptcy. 13 20. Indemnification. 13 21. Insurance. 14 21.1 Public Liability and Property Damage Insurance. 14 21.2 Workers Compensation Insurance. . . . . . . .. 14 January 19, 1995 114\agree\devlp52.agr iii 21.3 Evidence of Insurance. 22. Sewer and Water 23. Notices. 24. Agreement is Entire Understanding. 25. Meaning of "DEVELOPER and/or COUNTY" 26. Stat-us. 27. Exhibits 28. Time of the Essence. 29. Recordation 30. Counterparts EXHIBIT A EXHIBIT B lV 15 15 15 16 16 16 17 17 17 17 21 22 January 19, 1995 114\agree\devlp52.agr THIS DEVELOPMENT AGREEMENT is made and entered in the City of Dublin on this _ day of January, 1995, by and between the CITY OF DUBLIN, a Municipal Corporation (hereafter "CITY"), the SURPLUS PROPERTY AUTHORITY of the ,County of Alameda, a public corporation (hereafter ,u>COUNTY"), and HOMART DEVELOPMENT CO. f a Delaware Corporation (hereafter "DEVELOPER"), pursuant to the authority of ~~ 65864 et seq. of the California Government Code and Dublin Municipal Code, Chapter 8.12. RECITALS A. California Government Code ~~ 65864 et seq. and Chapter 8.12 of the Dublin Municipal Code (hereafter :~Chapter 8.12") authorize the CITY to enter into a binding "',agreement fbr the development of real property with any person having a legal or equitable interest in such property in order to establish certain development rights in such property; and B. The City Council adopted the Eastern Dublin Specific Plan by Resolution No. 53-93 which Plan is applicable to the Property; and C.' The Eastern Dublin Specific Plan requires DEVELOPER to enter into a development agreement; and D. DEVELOPER and COUNTY desire to develop and Developer holds legal interest in certain real property consisting of approximately 75 acres of land, located in the City of Dublin, County of Alameda, State of California, which is more particularly described in Exhibit A-I and A-2 at.tached hereto and incorporated herein by this reference, and which real property is hereafter called the "Property"; and E. COUNTY is the owner of property in the City of Dublin consisting of approximately 620 acres of land, which includes the approximately 75 acres which DEVELOPER has option on rights to acquire; F. DEVELOPER and COUNTY propose the phased development of the Property with a 75-acre retail commercial development (the "Project"); and G. CITY, COUNTY, and DEVELOPER acknowledge that de~elopment of the Project is a large scale undertaking, involving major investments by DEVELOPER and COUNTY, with development occurring in phases over several years. DEVELOPER and COUNTY are unwilling to incur the required January 19, 1995 114\agree\devlp52.agr l investment in development of the Project without assurance from CITY that all phases of the Project can be developed in accordance with the approvals granted by CITY. CITY, in turn, cannot be assured of realizing the benefits of development of the Project without granting assurance of continuity of CITY'S approvals to DEVELOPER and COUNTY; and H. DEVELOPER and COUNTY have applied for, and CITY has approved, various land use approvals in connection with the development of the Project, including a PD District rezoning (Ord. No. ), and intend to process a tentative parcel map and site development review (collectively, together with any approvals or permits now or hereafter issued with respect to the Project, the "Project Approvals"); and I. CITY desires the timely, efficient, orderly and proper development of said Project in accordance with this agreement; and J. The Master Development Agreement approved by CITY Resolution No. 109-94 was used as the format for negotiating this Agreement; and K. The City Council has found that, among other things, this Development Agreement is consistent with its General Plan and the Eastern Dublin Specific Plan and has been reviewed and evaluated in accordance with Chapter 8.12; and L. CITY, COUNTY and DEVELOPER have reached agreement and desire to express herein a Development Agreement that will facilitate development of the Project subject to conditions set forth herein; and M. On January , 1995, the City Council of the City of Dublin adopted Ordinance No. approving this Development Agreement. The ordinance took effect on February , 1995. NOW, THEREFORE, with reference to the foregoing recitals and in consideration of the mutual promises, obligations and covenants herein contained,.' CITY, COUNTY and DEVELOPER agree as follows: January 19, 1995 114\agree\devlp52.agr 2 AGREEMENT 1. Description of Property. The Property which is the subject of this Development Agreement is a portion of Assessor's Parcel Number 946-15-1-4, consisting of approximately 75 acres at the southeast corner of Hacienda Drive and Dublin Boulevard in the City of Dublin as depicted on the map attached as Exhibit A-I hereto ("Property"). The parties agree that a legal description of the Property will be attached hereto by CITY ~s Exhibit A-2 at the time of approval of the tentative parcel map and will become a part hereof without further action. 2. Interest of Developer. The DEVELOPER has a legal or equitable interest in the Property in that it has an option to purchase the Property in fee simple which may be exercised in two phases. DEVELOPER shall incur no obligations hereunder unless and until it purchases the Property or any portion of it in fee simple. 3. Relationship of City, County and Developer. It is understood that this Agreement is a contract that has been negotiated and voluntarily entered into by CITY, COUNTY and DEVELOPER and that neither the COUNTY nor the DEVELOPER is an agent of CITY. The CITY, COUNTY 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, COUNTY and DEVELOPER joint venturers or partners. 4. Effective Date and Term. 4.1 Effective Date. The effective date of this Agreement shall be the date when signed by all parties. 4.2 Term. Unless said term is otherwise terminated or modified by circumstances set forth in this Agreement or by mutual consent of the parties hereto by amendment of this Agreement, the term of this Development Agreement shall commence on the effective date and extend until the earlier of a) ten (10) years thereafter, or b) ae to DEVELOrER or COlnJTY, when either DEVELOPER has completed its obligations under this Agreement for Phase 1 or Phase 2, and has completed development of Phase 1 or Phase 2, as the case may be, or c) when COUNTY has completed its obligations January 19, 1995 114\agree\devlp52.agr 3 under this Agreemen t for Phase 1 or Phase 2 and has completed development of Phase 1 or Phase 2, as the case may be. 5. Use of the Property. 5.1 Riqht to Develop. DEVELOPER and/or COUNTY shall have the vested right to develop the Project on the Property in accordance with the terms and conditions of this Agreement, the Project Approvals (as and when issued), and any amendments to any of them as shall, from time to time, be approved pursuant to this Agreement. 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 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 Conditions, terms, restrictions, and requirements for subsequent discretionary actions. (These conditions do not affect Developer's responsibility to obtain all other land use approvals required by the ordinances of the City of Dublin.) Not Applicable. 5.3.2 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 Provisions that the Project be constructed in specified phases, that construction shall commence within a specified time, and that the Project or any January 19, 1995 114\agree\devlp52.agr 4 phase thereof be completed within a specified time. See Exhibit B. 5.3.4 Financial plans which identify necessary capital improvements such as streets and utilities and sources of funding. See Exhibit B. 5.3.5 Terms relating to subsequent reimbursement over time for financing of necessary public facilities. See Exhibit B. 5.3.6 Terms relating to payment of fees. See Exhibit B. 5.3.7. Miscellaneous terms. See Exhibit, B. 5.4 Subseauent Approvals. Development of the Property by DEVELOPER and/or COUNTY is subject to certain future discretionary approvals including, but not necessarily limited to, subdivision and site development review approval. Upon approval and issuance of any such subsequent discretionary approval (including conditions of such approval) each such approval shall automatically become part of the approvals which vest hereunder as each such approval becomes effective following final action by CITY, and DEVELOPER and/or COUNTY shall be entitled to develop in accordance with such approvals as provided in this Agreement as though such approval existed upon the effective date of the Agreement and was initially incorporated herein. 6. Applicable Rules, Requlations and Official Policies. 6.1 Rules re Permitted Uses. Notwithstanding any future changes in the General Plan, Eastern Dublin Specific Plan, Zoning Ordinances or any future rules, regulations, or policies adopted by the CITY, including initiatives applicable to the Property, 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 January 19, 1995 114\agree\devlp52.agr 5 of the Property and the maximum height, bulk and size of proposed buildings shall be those in force and effect on the effective date of this Agreement. 6.2 Rules re Desiqn and Construction. Unless otherwise expressly provided in Paragraph 5 of this Agreement, the ordinances, resolutions, rules, regulations and official policies governing design, improvement and construction standards and specifications applicable to the Project shall be those in force and effect at the time of the applicable discretionary Project approval. Ordinances, resol~tions, rules, regulations and official policies governing design, improvement and construction standards and specifications applicable to public improvements to be constructed by DEVELOPER and/or COUNTY shall be those in force and effect at the time of the applicable permit approval. 6.3 Uniform Codes Applicable. Unless expressly provided in Paragraph 5 of this Agreement, the Project shall be constructed in accordance with the provisions of the Uniform Building, Mechanical, Plumbing, and Electrical 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. Subsequent Iv Enacted Rules and Requlations. 7.1 New Rules and Requlations. During the term of this Agreement, the CITY may apply new or modified ordinances, resolutions, rules, regulations and official policies of the CITY only if they were not in force and effect on the effective date of this Agreement, if they are not in conflict with those applicable to the Property as set forth in this Agreement and if the application of such new or modified ordinances, resolutions, rules, regulations or official policies would not prevent or materially delay qevelopment of the Property as contemplated by this Agreement and the Project Approvals. 7.2 Moratorium Not Applicable. Notwithstanding anything to the contrary contained herein, in the event an ordinance, resolution or other measure is enacted, whether by action of CITY, by initiative, referendum, or otherwise, that imposes a building 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 January 19, 1995 114\agree\devlp52.agr 6 of a declaration of a local emergency or state of emergency as defined in Government Code ~ 8558. 8. Subsequentlv Enacted or Revised Fees, Assessments and Taxes. 8.1 New Fees. The CITY, DEVELOPER, and COUNTY agree that the fees payable and exactions required in connection with the development and buildout of the Project for the purposes of mitigating environmental and other impacts of the Project, providing infrastructure for the Project, and complying with the Specific Plan shall be those set forth in PD Ord. No._ or in this Agreement. The CITY shall not impose or require payment of any other fees, dedication of any land, or construction of any public improvements or facilities, in connection with any subsequent discretionary approval for the Property or any portion of it, except as set forth in PD Ord. No. and this Agreement. 8.2 Construction of Off-Site Traffic Improvements. The CITY, DEVELOPER, and COUNTY agree that DEVELOPER and/or COUNTY'S obligation to mitigate the traffic impacts of the project with respect to either constructing or contributing to the cost of any off-site improvements are limited to those set forth in this Agreement. No other off- site improvements, or contributions to off-site improvements, shall be required of DEVELOPER and/or COUNTY at any phase of development of the Project. 8.3 Revised Application Fees. Any existing application, processing and inspection fees that are revised during the term of this Agreement shall apply to the Project provided that (1) such fees have general applicability; (2) the application of such fees to the Property is prospective; and (3) the application of such fees would not prevent development in accordance with this Agreement. 8.4 New Taxes. Except as set forth below, any subsequently enacted city-wide taxes shall apply to the Project provided that: (1) the application of such taxes to the Property is prospective; and (2) the application of such taxes would not prevent development in accordance with this Agreement. No excise tax on the privilege of developing property shall apply to the Project. 8.5 Assessments. 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 which benefit the Property. January 19, 1995 114\agree\devlp52.agr 7 9. Amendment or Cancellation. 9.1 Modification Because of Conflict with State or Federal Laws. In the event that state or federal laws or regulations enacted after the effective date of this Agreement prevent or preclude compliance with one or more provisions of this Agreement or require changes in plans, maps or permits approved by the CITY, the parties shall meet and cDnfer in good faith in a reasonable attempt to modify this Agreement to comply with such federal or state law or regulation. Any such amendment or suspension of the Agreement shall be approved by the City Council in accordance with Chapter 8.12. 9.2 Amendment by Mutual Consent. This Agreement may be amended in writing from time to time by mutual consent of the parties hereto and in accordance with the procedures of State law and Dublin Ordinance No. 8-91. 9.3 Insubstantial Amendments. Notwithstanding the provisions of the preceding paragraph 9.2, any amendments to this Agreement which do not relate to (a) the term of the Agreement as provided in paragraph 4.2; (b) the permitted uses of the Property as provided in paragraph 5.2; (c) provisions for 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 and/or COUNTY as provided in this Agreement, including Exhibit B, shall not, except to the extent otherwise required by law, require notice or public hearing before the parties may execute an amendment hereto. 9.4 Amendments of proiect Approvals. No amendment of Project Approvals shall require an amendment of this Agreement. Instead, any such amendment automatically shall be deemed to apply to the Project and shall be subject to this Agreement. January 19, 1995 114\agree\devlp52.agr 8 9.5 Cancellation by Mutual Consent. Except as otherwise permitted herein, this Agreement may be cancelled in whole or in part only by the mutual consent of the parties or their successors in interest, in accordance with the provisions of Chapter 8.12 of the Dublin Municipal Code. 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. Any credit due to COUNTY under paragraph 5.3.6 shall be carried over to future projects on COUNTY's remaining property. Upon completion of Phase 1 or Phase 2, the parties may agree in writing to cancellation of this Agreement as to Phase 1 or Phase 2, as the case may be, in accordance with the provision of Chapter 8.12 of the Dublin Municipal Code. 10. Term of Proiect Approvals. Pursuant to California Government Code Section 66452.6778(a), the term of the tentative parcel map described in Recital H above shall automatically be extended for the term of this Agreement. The term of any other Project Approval shall be extended only if so provided in Exhibit B. 11. Annual Review. 11.1 Review Date. The annual review date for this Agreement shall be April I, 1996, and each April 1 thereafter. 11.2 Initiation of Review. The CITY's Planning Director shall initiate the annual review, as required under Section 8.12.140 of Chapter 8.12 of the Dublin Municipal Code, by giving to COUNTY and DEVELOPER thirty (30) days' written notice that the CITY intends to undertake such review. DEVELOPER and/or COUNTY shall provide evidence to the Planning Director prior to the hearing on the annual review, as and when reasonably determined necessary by the Planning Director, to demonstrate good faith compliance with the provisions of the Development Agreement. The burden of proof by substantial evidence of compliance is upon the DEVELOPER and/or COUNTY. The review shall be for the purpose set forth in Government Code section 65865.1. 11.3 Staff Reports. To the extent practical, CITY shall deposit in the mail and fax to COUNTY and DEVELOPER a copy of all staff reports, and related exhibits January 19, 1995 114\agree\devlp52.agr 9 concerning contract performance at least three (3) days prior to any annual review. 11.4 Costs. Costs reasonably incurred by CITY in connection with the annual review shall be paid by DEVELOPER and/or COUNTY in accordance with the City's schedule of fees in effect at the time of review. 12. Default. 12.1 Other Remedies Available. Upon the occurrence of an event of default, the parties may pursue all other remedies at law or in equity which are not otherwise provided for in this Agreement or in City's regulations governing development agreements, expressly including the remedy of specific performance of this Agreement. 12.2 Notice and Cure. Upon the occurrence of an event of default by any party, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured by the defaulting party wi thin thirty (30) days after service off'such"notice of default, the nondefaulting party may then commence any legal or equitable action to enforce its rights under this Agreement; provided, however, that if the default cannot be cured within such thirty (30) day period, the nondefaulting party shall refrain from any such legal or equitable action so long as the defaulting party begins to cure such default within such thirty (30) day period and diligently pursues such cure to completion. Failure to give notice shall not constitute a waiver of any default. 13. Estoppel Certificate. Any party, or prospective party or lender of any party hereto may, at any time, and from time to time, request written notice from the other parties hereto requesting such party to certify in writing that, to the knowledge of the certifying party, (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) the requesting party or the party about which information is requested is not in default in the performance of its obligations under this Agreement, or if in default, to describe therein the nature and amount of any such defaults. A party receiving a request hereunder shall execute and return such certificate within thirty (30) days following the receipt thereof, or such longer period as may reasonably be agreed to by the parties. City January 19, 1995 114\agree\devlp52.agr 10 Manager of CITY shall be authorized to execute any certificate requested by DEVELOPER and/or COUNTY and County Administrator shall be authorized to execute any certificate for COUNTY. Failure to execute an estoppel certificate shall not be deemed a default. H1A . Mortqaqee Protect; on; Certain Rights of Cure. 14.1 Mortoagee Protection. This Agreement shall .be superior and senior to any lien placed upon the Property, or any portion thereof after the date of recording this Agreement, including the lien for any deed of trust or mortgage ("Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any Mortgage made in good faith and for value, but all for the terms and conditions contained in tpis Agreement shall be binding upon and effective against apyperson or entity, including any deed of trust beneficiary or mortgagee (IlMortgagee") who acquires title to .the Property, or any portion thereof, by foreclosure 1 trustee's sale, deed in lieu of foreclosure, or otherwise. " 14.2 Mortqaqee Not Obliqated. Notwithstanding'the provisions of Section 14.1 above, no Mortgagee shall have any 'obligation or duty under this Agreement to. construct or .-complete the construction of improvements, or to guarantee such construction of improvements, or to guarantee such construction or completion; provided, however, that a Mortgagee shall not be entitled to devote the Property to any uses or to construct any improvements thereon other than those uses or improvements provided for or authorized by the Project Approvals or by this Agreement. 14.3 Notice of Default to Mortqaqee. 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. 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. January 19, 1995 114\agree\devlp52.agr 11 16. Attorneys' Fees and Costs. If CITY, COUNTY or DEVELOPER initiates any action at law or in equity to enforce or interpret the terms and conditions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs in addition to any other relief to which it may otherwise be entitled. If any person or entity not a party to this Agreement initiates an action at law or in equity to challenge the validity of any provision of this Agreement or the ~roject Approvals, the parties shall cooperate in defending such action. DEVELOPER shall bear its own costs of defense as a real party in interest in any such action, and shall reimburse CITY for all reasonable court costs and attorneys' fees expended by CITY in defense of any such action or other proceeding. 17. Transfers and Assiqnments. 17.1 Riqht to Assiqn Prolect as Whole or Either Phase. In the event that DEVELOPER and/or COUNTY proposes to assign this Agreement in whole or as to the entirety of Phase 1 or Phase 2, (exclusive of any portions of Phase 1 or Phase 2 transferred pursuant to subparagraph 17.3) DEVELOPER and/or COUNTY shall give CITY ten (10) working days written notice of such proposed assignment and the right to review and comment on the proposed assignment document. DEVELOPER and/or COUNTY agree to give all reasonable consideration to CITY's comments but shall retain the right to assign this Agreement as herein stated without CITY's approval. Each successor in interest to the DEVELOPER and/or COUNTY shall be bound by all of the terms and provisions hereof after the effective date of the assignment of this Agreement, and DEVELOPER and/or COUNTY shall be relieved of any obligations, liabilities or the like incurred after the effective date of the assignment. 17.2 Release Upon Transfer. Except as provided otherwise, upon the sale, transfer, or assignment of DEVELOPER'S and/or COUNTYIS rights and interests under this Agreement under subparagraph 17.1 , DEVELOPER and/or COUNTY shall be released from their obligations under this Agreement with respect to the portion of the Property and/or Project so transferred; provided however,that (i) DEVELOPER and/or COUNTY is not then in default beyond all applicable cure periods pursuant to January 19, 1995 114\agree\devlp52.agr 12 written notice given under this Agreement; (ii) DEVELOPER and/or COUNTY have provided written notice of such transfer to CITY and (iii) subject to the exceptions stated herein below, the transferee executes and delivers to CITY a written Assumption Agreement in which (a) the name and address of the transferee is set forth and (b) the transferee expressly and unconditionally assumes.all of the obligations of the DEVELOPER and/or COUNTY under this Agreement with respect to the portion of the Property and/or Project transferred. 17.3 Sale of a Portion of Either Phase Neither DEVELOPER nor COUNTY shall be relieved of its respective obligations under this Agreement upon the sale of a portion of the Property comprising Phase 1 or Phase 2 and no such sale shall require approval from CITY pursuant to this Agreement. 18. Aqreement Runs with the Land. All of the provisions, rights, terms, covenants, and obligations contained in this Agreement' shall be binding upon the parties and their respective heirs, successors and assignees, representatives, lessees, and all other persons acquiring the Property, or any portion thereof, or any interest therein, whether by operation of law or in any manner whatsoever. All of the provisions of this Agreement shall be enforceable as equitable servitude and shall constitute covenants running with the land pursuant to applicable laws, including, but not limited to, Section 1468 of the Civil Code of the State of California. Each covenant to do, or refrain from doing, some act on the Property hereunder, or with respect to any owned property, (a) is for the benefit of such properties and is a burden upon such properties, (b) runs with such properties, and (c) is binding upon each party and each successive owner during its ownership of such properties or any portion thereof, and shall be a benefit to and a burden upon each party and its property hereunder and each other person succeeding to an interest in such properties. 19. Bankruptcy. The obligations of this Agreement shall not be dischargeable in bankruptcy. 20. Indemnification. In addition to the Processing Fee Agreement Form signed by DEVELOPER, which is incorporated herein, DEVELOPER January 19, 1995 114\agree\devlp52.agr 13 and COUNTY each agrees to indemnify and hold harmless CITY, and its elected and appointed councils, boards, commissions, officers, agents, employees, and representatives from any and all claims, 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 and/or COUNTY, respectively, or any actions or inactions of .DEVELOPER's and/or COUNTY's respective contractors, subcontractors, agents, or employees in connection with the construction, improvement, operation, or maintenance of the Project. No trustee shareholder, officer, director, employee, parent or subsidiary company, DEVELOPER affiliate or partner of DEVELOPER shall in any event at any time be personally liable for the payment or performance of any obligation under this Development Agreement. Nothing in this paragraph shall be construed to mean that DEVELOPER shall defend, indemnify or hold CITY or its elected or appointed representatives, officers, agents and employees harmless from any claims of personal injury, death or property damage arising from or alleged to have arisen from, the maintenance or repair by CITY of improvements that have been offered for dedication and accepted by CITY for maintenance or arising out of the negligence of CITY or its elected or appointed representatives, officers, agents and employees. 21. Insurance. 21.1 Public Liabilitv and Property Damaqe Insurance. During the term of this Agreement, DEVELOPER shall maintain in effect a policy of comprehensive general liability insurance with a per-occurrence combined single limit of not less than one million dollars ($1,000,000) and a deductible of not more than ten thousand dollars ($10,000) per claim. The policy so maintained by DEVELOPER shall name the CITY and COUNTY as additional insureds and shall include either a severability of interest clause or cross-liability endorsement. 21.2 Workers Compensation Insurance. During the term of this Agreement DEVELOPER and/or COUNTY shall maintain Worker's Compensation insurance for all persons employed by DEVELOPER for work at the Project site. DEVELOPER shall require each contractor and subcontractor similarly to provide Worker's Compensation insurance for its respective employees. DEVELOPER and/or COUNTY, as the case may be, agree to indemnify the City for any damage resulting from DEVELOPER's and/or COUNTY's failure to maintain any such insurance. January 19, 1995 114\agree\devlp52.agr 14 Evidence of Insurance. 21.3 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 in the form of a certificate of insurance and evidence that the carrier is required to give the CITY at least fifteen days prior written notice of the cancellation or reduction in coverage of a policy. The insurance shall extend to the CITY, its elective and appointive boards, comm~ssions, officers, agents, employees and representatives and to DEVELOPER and each contractor and subcontractor performing work on the Project. 22. Sewer and Water. DEVELOPER and COUNTY acknowledge that water and sewer permits must be obtained from the Dublin San Ramon Services District (IIDSRSD") which is another public agency not within the control of CITY. 23. Notices. All notices required orprovided for under this Agreement shall be in writing and delivered in person (by overnight mail) or sent by certified mail, postage prepaid. Notices required to be given to CITY shall be addressed as follows: City Manager City of Dublin P.O. Box 2340 Dublin, CA 94568 Notices required to be given to DEVELOPER shall be addressed as follows: Homart Development Co. ATTN: Community Centers Counsel 55 West Monroe, Suite 2700 Chicago, IL 60603 with copy to Executive Vice President Notices required to be given to COUNTY shall be addressed as follows: County Administrator County of Alameda 1221 Oak Street,Room 555 Oakland, CA 94612 January 19, 1995 114\agree\devlp52.agr 15 with a copy to: Planning Director Alameda County 399 Elmhurst St. Hayward, CA 94544 A party may change address by giving notice in writing to the other parties and thereafter all notices shall be addressed and transmitted to the new address. Notices shall be deemed given and received upon personal delivery, or if mailed, upon the expiration of 48 hours after being deposited in the United States Mail. 24. Aqreement is Entire Understandinq. This Agreement is executed in three duplicate originals, each of which is deemed to be an original. This Agreement and all Exhibits attached hereto contain the sole and entire agreement between the parties concerning the Project. The parties acknowledge and agree that none of them has made any representations with respect to the subject matter of this Agreement or any representations inducing the execution and delivery hereof, except such representations as are specifically set forth herein, and each party acknowledges that it has relied on its own judgment in entering into this Agreement. 25. Meaninq of "DEVELOPER and/or COUNTY". DEVELOPER and COUNTY will provide CITY with a memorandum signed by both parties specifying which party will be obligated to perform the obligations herein. This memorandum will be provided prior to issuance of the first building permit for phase 1 and phase 2, respectively, and will be incorporated into this Agreement at such time. 26. Status Upon the request of DEVELOPER and/or COUNTY, CITY agrees that it shall certify to DEVELOPER and/or COUNTY, or to any prospective purchaser or lender of DEVELOPER's and/or COUNTY's interest in the Property, as to the status of the completion of any obligation to be performed by DEVELOPER and/or COUNTY under this Agreement. CITY shall respond to such a request within thirty (30) days following the receipt thereof. January 19, 1995 114\agree\devlp52.agr 16 27. Exhibits. The following documents are referred to in this Agreement qnd are attached hereto and incorporated herein as though set forth in full: Exhibit A-I Map of Property Exhibit A-2 Legal Description of Property Exhibit B Additional Conditions 28. Time of the Essence. Time is of the essence in the performance of each and every covenant and obligation to be performed by the parties hereunder. 29. Recordation. CITY shall record this Agreement when the legal description (Exhibit A-2) is attached, as provided in paragraph 1, which shall occur within ten days after CITY executes this Agreement. 30. Counterparts. This Agreement may be executed in three separate counterparts, each of which shall constitute an original. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written. January 19, 1995 114\agree\devlp52.agr 17 HOMART DEVELOPMENT CO. a Delaware Corporation By: Name: Its: (NOTARIZATION ATTACHED) January 19, 1995 114\agree\devlp52.agr 18 Attest: City Clerk CITY OF DUBLIN: By: Mayor APPROVED AS TO FORM: City Attorney 19 January 19, 1995 114\agree\devlp52.agr SURPLUS PROPERTY AUTHORITY OF THE COUNTY OF ALAMEDA By: President APPROVED AS TO FORM: January 19, 1995 114\agree\devlp52.agr 20 1- ---- , 1- - 200' I I '."".'.......,. .-..--~~~-- J "./ Ir~ "';,~' ~~~~~':,~~ '''~='''~ "'''''' -"'",,"-,,":~ ~ <' ~ "y''''''- .' :'U.{ { '::~:,. "'1-W~- I --r' . .. . 'I . f / : ~.l~. ;; "f f;(Ij' I}" J . ,) i. , \ I I ~J.. I j '_ :: I d ~-~}3 '" J:.. / /. /_ ;: ,:.-'~.~:\\;:~) ( >-' .,', /u rl l...../ (.rJ ,-,". \\.,./ ,.'J' "- / . I tJ (II '-'.'.:~:::. 1\." '. , '..' ~ ' -\\\ ._ .,:... ;> , \ \"-.... ~~ -'::--:-' -. -'!J I '7 i ,,\:>~-=.::,._~.~ -:-- ........_"2..-:7. ._}.. , /" .'_~;:.::5---=r~:' - - -. . _2.-4= -- - _ ::J.~.:. - ' .I " /'''', f'-' _.~ -'2 (.. (\ ( f "', _,-' ,lI) lV~ \} '~/"--~ ,,_.1, (/' (,r ( J .-.. ,- " \ ( .\) [ ......, ,,-. ~-"- .- c!........---..-_._,,~ J-- 1- --..E, 1 r~~'\''';~=~'-=:~~-6~:==~:'::'''':::'';''---,,,, -~: " 1 " . ,'. '-::...~' r-' (d':.av,.{4~ b.. ~c-._-=~~=-,,:-~_-__ _d... 'I >~ -~J,. ::1' ;[ {U I~ (C=--= &. i;4.'~~ ' 0' ~) ., ::" /l1 1..) ( ~~==~ll".::d,'~~flM, (0" '\j; I ,r-a~~, ~"/l /-"'''-O:::---~''''f g~, "}J <v"{.~' !iJ\1{\;'-' I",~W_:: 'I'~v,' 'j'/ )J~iJhC Ill' " 1 ( ~ -.) \j . ._-J I ( ~ u..." "-- \I I ( '.. /,' ",': / ) \) "~J/ ~ j1.<-'>::' :-~~'j.~1 'E. .c-::i:.~/ I) ) ,_o~, -,; Itl~ ',) \ I, . .~_-' ), ,_' '\ ,,( , jlJlll , I I I' \ f ,{ . 'f "", " I,I ',' ,-' IF" I I ". I J n \, ~ / r I ",l< j 'j' \111 c. " II {OJ I ," ('''- ..I. ,- 41 ,..'; it \ I.. II J . ) ~, ) -..{ \i "J ',..'I -' u" " , IA 1') -" i Q 'f ,-" I. 'l / I ",..J1, I , Ir\t.jl II,,.. /'- ," )1 I J V" I ,1........;?"\ J /'" I v ~ % '. f( \: .t~~; I ~ I I I' ;'. l I" \. '~-I T' \) _) i )...t( ~:\,;' (, '\1 -..-_.:-.._-~, i/ "'!~A<:I":;'';I' c-<\ ", M / {.16\"\ (\ ''')/ ". dl . '1 :~ ~., j~J:~~I:-\!') \) l):~! r)~"-~::':~J"-11i;~/'l~:~'~:~~\= \~-:I\~..J;J. \" -.. I;. \ .t ....') - . l . J I fl' r ' \10 ~ '},\ 1 \\, f,' '..- IJtJP' \ Of ;.! i,. j.' \ '. ,I, ',:. \ I " '..:;>' b"j .:'/, ")_:): .... t I) III i- " '~' ) I J ":\.~:_ I \1 ~~~. t f;_ <'~}....i --: {._'_ 1\ I ~\ /.U/'.'\'.:..,...., J c., '..::~~-.:--::.,. _.." ,V'.. \' I I (.::" ,-.. ( \\, - '"", '-.' - ,~,- ~;!ili;;.;;,;a......:- .;...- . =-~ ~---- I t, j"'; <j':'\,r 1;" r -..'..~ ',-. - ----... i ,"- --, . , '~ ,,;'~-;"[~J". .".,'---....,' '. '--.. -. ". ) \ J ((.' , i'!.-- :~':" \~'''' ''', -. '. \ j \\~ ~' I, t. . '.'t '''\ ~ . ...~ \ I' " .. tr1 .~" '!- . .. -:..~~,. .. . " " ! 1 I ;;,c e: '. ~~:~~~.-~:.... ". '~~ -'-=':'L '.. -~'., . , I ; d,i! . ~ g:, ,.~S~~~ ". .....,.~~.:..:~",...~~~::':... >.... ....., . . ':-"/:l~ 11'\ ..... > '-' -""..*.~",.. - ," . ..." r - ';";";'... ~' I' Ifl I o ~ lill~ ~fV.y.-~~>.,.,:; ~,".'. .- ", ...J{=-:~i:!.,:.i~l.) :.ll~~,~~::....~$..,_.-' ~.v~ ';::~~ 11111 !..: t-+) 1.1' f fn ~ / '.~ ~'- ..:,... - '.. - :--::. '. _ '. _. -~ ......~~.~7=~:~~~::-,,::.~~;~~.~.~~~~~ . ,: ~ ~ tv ~, ~I ~I EXHIBIT A-I Page 2 ~ $ ~ VICINITY MAP (N.T.S.) ) CAMP PAiiKS ~: 3\ ,..1 O' ... ~: o. - \ ~.!. .~ "., ~ ~ I~ ! Dt.'SLIN 3t. yo. iJ I lr\ I\~ - .;(J ~ i!~ __~rc . ,\ ~r'N IA "r, A ;:;O"'C~ I { """'-":::: : L..: O\ic;;q;Cs.:;;NG -/N i _r/ I\~ ~IUlj <1;# fJ 113 11 ~/ }I~ ",:. la .1-"" , j II #'..~,. ~ - C'\ J l\ '5 Ie EXHIBIT B Additional Conditions The following Additional Conditions are hereby imposed pursuant to Paragraph 5.3 above. Section 1. Subparaqraph 5.3.1: None. Section 2. Subparaqraph 5.3.2: Subsection a. Infrastructure Sequencinq Proqram The Infrastructure Sequencing Program for the Project is set forth below. As used herein, "occupancy" shall mean the receipt from CITY of a "Certificate of Occupancy for Eastern Dublin Development" which shall be issued by CITY when the building is ready to be opened to the public. (i) Roads: A. Phase 1 Prior to occupancy of any portion of Phase 1, the project-specific roadway improvements (and offers of dedication) identified in the Traffic Impact Analysis/Regional Discount Retail Center report dated November 1994 prepared for Homart Community Centers by Barton-Aschman Associates, Inc. (hereafter "Project Specific Traffic Report") shall be completed by DEVELOPER and/or COUNTY. Certain additional improvements (and offero of dedication) (hereafter "Oversized Improvements") may be constructed by DEVELOPER and/or COUNTY as herein provided which, together with offers of dedication the right-of way for the oversized Improvements and the Project Specific Improvements, are collectively referred to below as "Full Improvements" . Hacienda Drive between 1-580 and Dublin Boulevard: Total offer of dedication of a minimum of 94 foot right-of-way of which DEVELOPER and/or COUNTY is responsible for a minimum of 32 feet (adjacent to the property) and for 62 feet for oversizing the improvements for the Traffic Impact Fee (TIF). Additional right-of-way for turn lanes is required. Full Improvements include median (minimum 14 foot width, maximum 24 feet if two left- January 29, 1995 114\agree\devlp52.agr 22 turn pockets required), two 12 foot southbound travel lanes, three 12 foot north-bound travel or right turn lanes with 8 foot emergency parking/bike lane, necessary right-turn lanes for project entrance and Dublin Boulevard (12 foot lane with 5 foot bike lane in place of 8 foot emergency parking/bike lane), 12 feet of parkway area which includes 8 feet of sidewalk, and left-turn pockets as required by the Dublin Public Works Director. Of the Full Improvements, the Project-Specific improvements include 10 foot of median improvements if two left-turn pockets are required, one 12 foot northbound travel lane with 8 feet of emergency parking/bike lane, necessary right-turn lanes for project entrance (12 foot lane with 5 foot bike lane in place of 8 foot emergency parking/bike lane), and 12 feet of parkway area which includes 8 feet of sidewalk. Of the Full Improvements, the Oversized Improvements include full improvement of the median (minimum 14 foot width, maximum 24 foot if two left-turn pockets are required), two 12 foot southbound and two 12 foot northbound travel lanes. DEVELOPER and/or COUNTY is responsible for adequate transition between existing improvements and proposed improvements to the satisfaction of the Dublin Public Works Director applying CITY'S standards and policies which are in force and effect at the time of issuance of the permit for the proposed improvements.. Dublin Boulevard between Hacienda Drive and Eastern-Most Proiect Entrance: Total offer of dedication of a minimum of 102 foot right-of-way of which DEVELOPER and/or COUNTY is responsible for a minimum of 40 feet (adjacent to the property) and for 62 feet for oversizing the improvements for the Traffic Impact Fee (TIF). Additional right-of-way for turn lanes is required. Full Improvements include median (minimum 14 foot width, maximum 24 feet if two left- turn pockets required), two 12 foot westbound travel lanes, three 12 foot east-bound travel lanes with 8 foot emergency parking/bike lane, necessary right-turn lanes for project entrance (12 foot lane with 5 foot bike lane in place of 8 foot emergency parking/bike lane), 20 feet of parkway area (adjacent to the property) which includes 8 feet of sidewalk (20 foot parkway will be reduced to 15 feet, when two left- turn pockets are required and to 12 feet when right-turn lanes are required), and left-turn pockets as required by Dublin's Public Works Director. Of the Full Improvements, the Project-Specific Improvements include 10 foot of median improvement if two-left turn pockets are required, one 12 foot eastbound travel lane with an 8 foot emergency parking/bike lane, necessary right-turn lanes for project January 19, 1995 114\agree\devlp52.agr 23 entrance (12 foot lane with 5 foot bike lane in place of 8 foot emergency parking/bike lane), and 20 feet of parkway area (adjacent to the property) which includes 8 feet of sidewalk (20 foot parkway will be reduced to 15 feet when two left-turn pockets are required and to 12 feet when right-turn lanes are required). Of the Full Improvements, the Oversized Improvements include Full Improvement of the median (minimum 14 foot width, ,maximum 24 foot if two left- turn pockets are required), two 12 foot southbound and two 12 foot northbound travel lanes. DEVELOPER and/or COUNTY is responsible for adequate transition between existing improvements and proposed improvements to the satisfaction of the Dublin Public Works Director applying CITY's standards and policies which are in force and effect at the time of issuance of the permit for the proposed improvements. B . Phase 2 Prior to occupancy of any portion of Phase 2, the Project Specific Improvements (and offers of dedication) set forth below shall be completed by DEVELOPER and/or COUNTY. In addition, the following Oversized Improvements (and offers of dedication) may be constructed by DEVELOPER and/or COUNTY as herein provided. Dublin Boulevard between Eastern-Most Project Entrance and Tassaiara Bridqe: Total offer of dedication of a minimum of 102 foot right-of-way of which DEVELOPER and/or COUNTY is responsible for a minimum of 40 feet (adjacent to the property) and for 62 feet for oversizing the improvements for the Traffic Impact Fee (TIF). Additional right-of-way for turn lanes is required. Full Improvements include median (minimum 14 foot width, maximum 24 feet if two left- turn pockets required), two 12 foot westbound travel lanes, three 12 foot eastbound travel lanes with 8 foot emergency parking/bike lane, necessary right-turn lanes for project entrance (12 foot lane with 5 foot bike lane in place of 8 foot emergency parking/bike lane), 20 feet of parkway area (adjacent to the property) which includes 8 feet of sidewalk (20-foot parkway will be reduced to 15 feet:when two left- turn pockets are required and to 12 feet when right-turn lanes are required), and left-turn pockets as required by Dublin's Public Works Director. Of the Full Improvements, the Project-Specific Improvements include 10 foot of median improvement if two-left turn pockets are required, one 12 foot eastbound travel lane with an 8 foot emergency parking/bike lane, necessary right-turn lanes for project January 19, 1995 114\agree\devlp52.agr 24 entrance (12 foot lane with 5 foot bike lane in place of 8 foot emergency parking/bike lane), and 20 feet of parkway area (adjacent to the property) which includes 8 feet of sidewalk (20 foot parkway will be reduced to 15 feet when two left-turn pockets are required and to 12 feet when right-turn lanes are required). Of the Full Improvements, the Oversized Improvements include Full Improvements of the median (minimum 14 foot width, maximum 24 feet if two left- turn pockets are required), two 12 foot southbound and two 12 foot northbound travel lanes. DEVELOPER and/or COUNTY is responsible for adequate transition between existing improvements and proposed improvements to the satisfaction of the Dublin Public Works Director applying CITY's standards and policies which are in force and effect at the time of issuance of the permit for the proposed improvements. C. General Drawing Depictinq Improvements A drawing signed by' all partiesBand'>depicting the Project-Specific Improvements and the Oversized Improvements may be attached hereto as Exhibit C, in which event it shall replace the foregoing descriptions of the Project Specific Improvements and Oversized Improvements. Siqnalization As provided in the Project Specific Traffic Report the DEVELOPER and/or the COUNTY shall install signals 1) at the intersections of Dublin Blvd/Hacienda Drive and Dublin Blvd/Tassajara Road and 2) at all driveways onto Hacienda Drive and Dublin Boulevard where access to the driveway would require median opening. The foregoing signals shall be installed prior to occupancy of Phase 1 provided the signals at driveways onto Dublin Boulevard ma:yshall be installed as part of Phase 1 or security in a form and amount satisfactory to turned on at a later date at the di3cretion of CITY's Public Works Director shall be provided to CITY by DEVELOPER and/or COUNTY to secure such obligation. Maintenance CITY will maintain the Project-Specific Improvements and Oversized Improvements once they are completed and prior to formal acceptance thereof, provided that City'S liability shall be limited to its negligent maintenance thereof until acceptance. January 19, 1995 114\agree\devlp52.agr 25 (ii) Sewer The Dublin San Ramon Services District has prepared a report (nEastern Dublin Fa<;:ilities Plan Final Reportn dated December, 1993, prepared by C. S. Dodson & Associates (the nDSRSD Report") which determined the sizes and approximate location of pipelines to provide potable water distribution, wastewater collection and recycled water distribution within the Eastern Dublin area at ultimate buildout. All references hereinafter to the DSRSD Report shall- be to the report as periodically updated and in effect at the time of the applicable improvements and as such report is interpreted and applied by the Dublin San Ramon Services District. Prior to occupancy of any portion of Phase I, trunk line sanitary sewer improvements to serve the property as well as laterals hooked up to the buildings to be occupied shall be complete to the satisfaction and requirements of the Dublin San Ramon Services District applying the District's standards and shall be consistent with the DSRSD Report. (iii) Water Prior to combustible construction and/or storage of combustible materials on site, sufficient water storage and pressure shall be available at the site to the satisfaction and requirements of the Dougherty Regional Fire Authority applying the Authority's standards. Prior to occupancy of any portion of Phase 1, trunk line potable water system components to serve the property as well as laterals hooked up to the buildings to be occupied shall be complete and in working order to the satisfaction and requirements of the Dublin San Ramon Services District applying the District's standards and shall be consistent with the DSRSD Report. Prior to occupancy of any portion of Phase 1, recycled water lines shall be installed on site and within adjacent roadways to the satisfaction and requirements of the Dublin San Ramon Services District applying the District's standards and shall be consistent with the DSRSD Report. If such lines are not installed prior to occupancy of any portion of Phase 1, security in a form and amount satisfactory to the District shall be provided to District by DEVELOPER and/or COUNTY to secure such obliga tion. January 19, 1995 114\agree\devlp52.agr 26 (iv) Storm Drainage COUNTY has retained a consultant (Brian Kangas Foulk) to prepare a master drainage plan (the "Drainage Plan") showing the routes and sizes of major storm drainage facilities for all of COUNTY's approximate 620 acres. All references hereinafter to the Drainage Plan shall be to the plan as periodically updated and in effect at the time of the applicable improvements and as such report is interpreted and applied by CITY. Prior to the occupancy of any portion of Phase I, the storm drainage systems to the site as well as on site drainage systems to the areas to be occupied shall be complete to the satisfaction and requirements of the Dublin Public Works Department applying CITY's and Zone 7 (Alameda County Flood Control and Water Conservation District, Zone 7) standards and policies which are in force and effect at the time of issuance of the permit for the proposed improvements and shall be consistent with the Drainage Plan. The site shall also be protected from storm flow from off site and shall have erosion control measures in place to protect downstream facilities and properties from erosion and unclean storm water consistent with the Drainage Plan. (v) Other Utilities (e.q. qas, electricitv} Prior to occupancy. Subsection b. Miscellaneous (i) Completion May be Deferred. Notwithstanding the foregoing, CITY's Public Works Director may, in his or her sole discretion and upon receipt of documentation in a form satisfactory to the Public Works Director that assures completion, allow DEVELOPER and/or COUNTY to defer completion of discrete portions of any of the above public improvements until after occupancy if the Public Works Director determines that to do so would not jeopardize the public health, safety or welfare. (ii) Improvement Aqreement Prior to constructing the Project-Specific Improvements and the Oversized Improvements, DEVELOPER and/or COUNTY shall submit plans and specifications to CITY's 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 January 19, 1995 114\agree\devlp52.agr 27 such improvements shall be constructed in accordance with Ci ty' s standards and policies which are in force and effect a t the time of issuance of the penni t for the proposed improvemen ts. (iii) Bonds Prior to issuance of any building permit in Phase 1 or Phase 2, DEVELOPER and/or COUNTY shall provide a performance bond and labor and materials bond or other adequate security to insure that the Project-Specific Improvements and the Oversized Improvements (if to be constructed) will be constructed prior to occupancy. 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. Section 3. Subparaqraph 5.3.3: DEVELOPER and COUNTY intend to construct"the Project in two phases. Phase 1 will consist of an approximately 50-acre retail center. Phase 2 will consist of approximately 25 acres of retail development which, if constructed, will be constructed to function in harmony with the Phase 1 retail center. This Agreement contains no requirements that DEVELOPER and/or COUNTY must initiate or complete development of either Phase 1 or Phase 2 or any portion of either phase within any period of time set by CITY. It is the intention of this provision that DEVELOPER and/or COUNTY be able to develop the Property in accordance with their own time schedules. Section 4. Subparaqranh 5.3.4: Except as provided in Section 2, subsection bel) (Completion May Be Deferred), DEVELOPER and COUNTY will provide all infrastructure necessary and as set forth in this Agreement for the each phase of Project prior to occupancy by any tenant in such Phase of the Project. DEVELOPER and COUNTY intend to install all street improvements necessary for the Project at their own cost (subject to credits for any Oversized Improvements as provided in Section 5, subparagraph 5.3.5 below). Other infrastructure necessary to provide sewer, potable water, and recycled water services to the Project will be made available by the Dublin San Ramon Services District. COUNTY January 19, 1995 114\agree\devlp52.agr 28 has entered into an "Area Wide Facilities Agreement" with the Dublin San Ramon Services District to pay for the cost of extending such services to the Project. Section 5. Subparaqraph 5.3.5: COUNTY and/or DEVELOPER may construct Oversized Improvements on Dublin Boulevard and Hacienda Drive fronting the Project as described above. . COUNTY shall be entitled to a credit against Traff~c Impact Fees for the Project for construction of any such Oversized Improvements. The total value of the Oversized Improvements and right-of-way is $4,574,140 less $808,870 (which is the value of that part of the Oversized Improvements previously constructed by the City of Pleasant on) for a net credit of $3,765,270 (hereafter "Net Credit"). The Net Credit shall be given at the time DEVELOPER and/or COUNTY enter into an improvement agreement with CITY for construction of the Oversized Improvements. Although DEVELOPER and/or COUNTY currently contemplate constructing all of the Oversized Improvements as part of Phase 1, it is possible that they may defer construction of a portion of the permanent Oversized Improvements to Phase 2. In that event, the amount of the Net Credit for Phase 1 shall be reduced in the following manner. For those Oversized Improvements not constructed (or right-of-way not offered to be dedicated,) as part of permanent Dublin Boulevard, the Net Credit shall be reduced by $1,140 per lineal foot not constructed and not offered to be dedicated. For those Oversized Improvements not constructed (or right-of-way not offered to be dedicated ) as part of permanent Hacienda Drive, the Net Credit shall be reduced by $942 per lineal foot not constructed and not offered to be dedicated. If the Net Credit is so reduced and the permanent Oversized Improvements are later constructed as part of Phase 2, DEVELOPER and\or COUNTY shall be entitled to the amount of the reduced Credit at that time. Section 6. Subparaqraph 5.3.6: Subsection a. Traffic Impact Fees. Except as hereinafter provided, DEVELOPER and/or COUNTY agree that the Project will be subject to Traffic Impact Fees in an amount not to exceed $5,162,719, to be paid by COUNTY. This amount is based on the City'S Traffic Impact Fee for Eastern Dublin (Resolution No. 1-95, adopted by the Council on January 9, 1995) on a maximum building January 19, 1995 114\agree\devlp52.agr 29 square footage for the Project of 800,000 square feet as set forth in PD Ord. No. ____I and a trip generation rate for the Project as determined in the Project Specific Traffic Report, as follows: Section 1 Fee: Section 2 Fee: Section 3 Fee: $3,665,002 $ 969,111 $ 528,606 Total: $5,162,719 _ The total Traffic Impact Fee ("TIFn) of $5,162,719 shall be reduced, however, by the Net Credit for Oversized Improvements provided in Subparagraph 5.3.5 for a net TIF due of $1,397,450 for the Project if the Oversized Improvements are ,constructed or guaranteed. For purposes of applying the Net Credit, the following shall apply: When a building permit is issued, CITY will calculate the square footage of the building. CITY will then calculate the amount of the credit to be used for such building by multiplying the square footage of the building by $6.4533987 which equals the total.TIF of $5,162,719 divided by the maximum Project square footage 800,000 square feet, to arrive at the credit for such building. The Net Credit will be reduced by the amount of the credit for such building. A sample calculation follows for illustrative purposes only: Total Net Credit $3,765,270 Building 1 (10,000 sq. ft.) TIF $ 64,534 Remaining Credit $3,700,736 Building 2 (15,000 sq.ft.l TIF $ 96,801 Remaining Credit $3,603,935 When the Net Credit has been exhausted or if the Oversized Improvements are not constructed or guaranteed, thereafter COUNTY will pay the applicable TIP in accordance with Resolution No. 1-95, as adopted January 9, 1995, as follows: When a building permit is issued, CITY will calculate the square footage of the building. CITY will then calculate the amount of the TIF to be used for such building by multiplying the square footage of the building by $6.4533987, which equals the total TIF of $5,162,719 divided by the maximum Project square footage of 800,000 square feet to arrive at the TIF for such building. January 19, 1995 114\agree\devlp52.agr 30 Payment of the TIF by COUNTY following exhaustion of the Net Credit will be made in cash or, with the approval of the City Manager, by use of credits towards the Eastern Dublin Traffic Impact Fee accumulated by the COUNTY through prior agreements with CITY (Agreement Between City of Dublin, City of Pleasanton, the County of Alameda and the Surplus Property Authority Regarding Construction of Certain Roadway Improvements, as amended, and Agreement Between the City of Dublin, the City of Pleasanton, the County of Alameda and the Surplus Property Authority Regarding Construction of Certain Freeway Improvements). Notwithstanding the foregoing, COUNTY may, if it constructs or guarantees the Oversized Improvements elect to defer application of all or a portion of the Net Credit and first pay all or a portion of the applicable TIF as hereinabove provided. In such event if COUNTY does not use all of the Net Credit for this Project, COUNTY shall be entitled to carryover the unused Net Credit to another project on its remaining property within the Eastern Dublin Specific Plan. Should the COUNTY elect this option, the TIF funds shall be used by CITY to repay BART the IIshort term loan" owed by CITY to BART/andguaranteed'by COUNTY. The TIF for the Project may be increased by the CITY to reflect increases to the Eastern Dublin TIF attributable solely to construction cost increases (including increases in right-of-way acquisition) and/or interest due on loan repayments to BART and/or Pleasanton. Such Project TIF increases shall only apply to building permits issued after adoption of a TIF increase by the CITY and shall not be retroactive. Subsection b. Possible Traffic Impact Fee to Reimburse Pleasanton for Freeway Interchanqes. In addition to the foregoing, if CITY amends the TIF, as adopted by Resolution No. 1-95, to include a fee to repay Pleasanton for Eastern Dublin's proportionate share of improvements to the Hopyard, Hacienda and Santa Rita Interchanges constructed by Pleasanton, COUNTY agrees that it will pay any such additional fee attributable to the Property even if building permits have already been pulled prior to the time CITY amends the TIF. COUNTY shall be released from its obligation, as set forth in the preceding sentence, if a lawsuit is filed challenging the Project approvals, this Agreement I the negative declaration prepared for the project, the TIF as adopted by Resolution No. 1-95 or any other aspect of the development of the Property. The obligation set forth in this subsection (b) paragraph is not January 19, 1995 114\agree\devlp52.agr 31 applicable to DEVELOPER and shall not be released pursuant to Paragraph 17.2. Subsection c. Reaional Trans~ortation Mitiqation. In addition to payment of the above Traffic Impact Fee, COUNTY shall enter into a binding commitment to convey 15 (plus/minus) acres of land adjacent to the Eastern Dublin BART station to the Bay Area Rapid Transit District for use as surface parking and related facilities. COUNTY shall also dedicate to CITY up to 2 acres of right-of-way deemed necessary by CITY for access to the BART station from Dublin Boulevard. COUNTY's obliga tion in this subsection (c) shall not be released pursuant to Paragraph 17.2 Subsection d. Public Facilities Fees. CITY has retained a consultant who prepared a draft report (November 11, 1994 Memorandum to Richard Ambrose from Recht Hausrath & Associates, hereafter the "Draft Study") to calculate the amount of a Public Facilities Fee for funding the cost of new public facilities required for development in the Eastern Dublin area (the Eastern Dublin General Amendment and Specific Plan Areas). The Draft Study calculates the amount of a Public~acilitie~ Fee for neighborhood parks, community parks, community facilities, libraries and buildout of the Civic Center (hereafter "public facilities"). It concludes that the amount of the Public Facilities Fee for retail development is $290 per 1,000 Building Square Feet. Except as provided in the next paragraph, COUNTY agrees that, prior to the issuance of each building permit as part of the Project, it will pay a Public Facilities Fee (hereafter "Fee") in the amount of $362.50 per 1,000 Square Feet of Building. The fee of $362.50 represents $290 per 1,000 Building Square Feet plus a 25% contingency. City has retained a consultant to prepare a more comprehensive report to determine the cost of the public facilities and how such cost should be apportioned among properties within the Eastern Dublin area. When CITY approves and adopts the comprehensive report, the amount of the Public Facilities Fee to be paid by COUNTY pursuant to the preceding paragraph shall thereafter be the amount included in such report for retail uses for all such public facilities, provided that in no event shall the Fee be more than $362.50 per 1000 Square Feet of Building. If the Fee paid by COUNTY pursuant to the preceding paragraph is more than the amount included in such report for retail uses for January 19, 1995 114\agree\devlp52.agr 32 all such public facilities, CITY will refund the difference to COUNTY within 30 days of a request for a refund. COUNTY may, at its option to be exercised prior to the time the Fee is payable, dedicate land to CITY in fee simple in lieu of payment of the Fee provided that land may not be dedicated unless it is in excess of the amount of land which COUNTY will be required to dedicate pursuant to Dublin Municipal Code Chapter 9.28 (CITY's "Quimby Act Ordinancell) when COUNTY subdivides the remainder of its approximately 600 acres for residential uses. If COUNTY exer~ises its option to dedicate land in lieu of paying the Fee, the value of the land to be dedicated shall be calculated in the same manner as the value of land was calculated in the Draft Study and in any subsequent study prepared for CITY to calculate the Fee imposed by CITY. CITY shall not be obligated to accept any such land until CITY and COUNTY have agreed on the value of the land to be dedicated and CITY has determined that the land is appropriate for park and/or community facility uses. In no event shall the failure of CITY and COUNTY to agree on either the value of the land to be dedicated or the appropriateness of such land for park and/or communitY";r:';~tl'll",,,.tW%';~" facility use be an impediment to the development of the Project. Subsection e. Noise Mitiqation Fee. When CITY adopts a resolution imposing noise mitigation fee pursuant to Mitigation Measure 3.10\7.0 of the Mitigation Monitoring Program for the purpose of mitigating noise on existing residences along Tassajara Road, DEVELOPER will pay its proportionate fee into the fund established by such resolution, provided that in no event will DEVELOPER be required to pay more than $3,000. For purposes of calculating DEVELOPER's proportionate fee, CITY will use 270 trips per day which is the number of trips on Tassajara Road which are attributable to the Project, as determined by the Project-Specific Traffic Report. Any fee to be paid by DEVELOPER pursuant to this paragraph shall be paid no later than issuance of a certificate of occupancy (or equivalent approval) for the last building in Phase 2. If no fee has been established by such time, no fee shall be payable. Subsection f. School Impact Fees and Fire Impact Fees. Any school impact fees shall be paid by DEVELOPER in accordance with Government Code section 53080. January 19, 1995 114\agree\devlp52.agr 33 Any fire capital impact fees shall be paid by DEVELOPER in accordance with applicable requirements of the Dougherty Regional Fire Authority. COUNTY agrees it will pay fire capital impact fees to the Dougherty Regional Fire Authority in advance of issuance of a building permit or permits if requested to do so by CITY provided that CITY gives COUNTY twenty working days' advance written notice. Any fire capital impact fees paid in advance which are not required for the Project may be applied by COUNTY to other projects constructed on tfieCOUNTY's remaining lands within the Eastern Dublin Specific Plan. Section 7. Subparaaraph 5.3.7: Subsection a. Creek Improvements. When development occurs on property to the east of and directly adjacent to the Property, COUNTY will comply with all provisions of the Eastern Dublin Specific Plan and all mitigation measures of the Environmental Impact Report for the Eastern Dublin General"'Plan Amendment and Specific'" Plan which relate to improvements of Tassajara Creek. Such provisions include but are not limited to Specific Plan Action Programs 5C, 6A, 6B, Mitigation Measures 3.3\16.0, 3.4\29.0 [reference to trail corridor], 3.4\36.0 [reference to stream corridors] and 3.7\13.0 [reference to dedication of land and improvements along both sides of stream corridors]. COUNTY's obligations in this subsection (a) shall not be released pursuant to Paragraph 17.2. Subsection b. Contractor Sub-Permits. DEVELOPER will include a provision in its notice to bidders requiring its contractor(s) to obtain a sub- permit(s) from the State Board of Equalization for the jobsite if the construction contract(s) is (are) in excess of $5,000,000 and shall use its best efforts to assure that its contractor(s) obtain such sub-permit(s). In no event, however, shall DEVELOPER be in default of this Agreement or be liable to CITY for damages as a result of the failure of a contractor to obtain a sub-permit. Subsection c. Fire Station Site. COUNTY will dedicate property for a site for a fire station when requested by the Dougherty Regional Fire Authority provided that COUNTY does not waive any claim to compensation for the fair market value of the land so dedicated and provided that the site is mutually agreeable January 19, 1995 114\agree\devlp52.agr 34 to COUNTY and CITY. COUNTY's obligation in this subsection (c) shall not be released pursuant to Paragraph 17.2. Subsection d. Future Sewer, Water, Recvcled Water and Storm Drainaqe Facilities County agrees that all trunk line sanitary sewer and potable water system improvements, all recycled water lines and all storm drainage systems to serve other projects on COUNTY's remaining lands wi thin the Eastern Dublin Specific Plan shall be consistent with the DSRSD Report and the Drainage Plan, respectively. COUNTY's obligation in this subsection (d) shall not be released pursuant to Paragraph 17.2 January 19, 1995 114\agree\devlp52.agr 35 ORDINANCE NO. 95- AN ORDINANCE OF THE CITY OF DUBLIN APPROVING DEVELOPMENT AGREEMENT FOR THE SANTA RITA COMMERCIAL CENTER THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLOWS: Section 1. RECITALS A. - The proposed Santa Rita Commercial Center (PA 94-001) (lIprojectll) is located within the boundaries of the Eastern Dublin Specific Plan (IISpecific Planll) in an area which is designated on the Land Use Map as "general commercialll. B. A Program Environmental Impact Report (" EIR") was prepared for the Specific Plan and the Eastern Dublin General Plan Amendment and certified by the Council by Resolution No. 51- 93. C. Implementing actions of the Specific Planl including Chapter 11 thereof 1 require that all projects within the Specific Plan area enter into development agreements with the City. D. Homart Development Company and the Surplus Property Authority of Alameda County have filed an application requesting approval of a development agreement for the Santa Rita Commercial Center. E. A Development Agreement between the City of Dublinl Homart Development Company 1 and the Surplus Property Authority of the County of Alameda (IIDevelopment Agreement I') has been presented to the City Council 1 a copy of which is attached hereto as Attachment 1. F. A public hearing on the proposed Development Agreement was held before the Planning Commission on January 171 19951 for which public notice was given as provided by law. G. The Planning Commission has made its recommendation to the City Council for approval of the Development Agreement 1 which recommendation includes the Planning Commission's determinations with respect to the matters set forth in Section 8.12.080 of the Dublin Municipal Code. H. .A number of minor modifications to the Development Agreement have been made since the Planning Commission made its recommendation 1 which modifications the Council finds need not be referred back to the Planning Commission. I. A public hearing on the proposed Development Agreement was held before the City Council on January 23, 1995, for which 1 EXHIBIT L l-"2..~ --=CS- Ce.3 public notice was given as provided by law. Said public hearing was continued to January 31, 1995. J. The City Council has considered the recommendation of the Planning Commission (Planning Commission Resolution No. 95- 03), including the Planning Commission's reasons for its recommendation, the Agenda ~tatement, all comments received in writing. and all testimony received at the public hearing. K. Pursuant to the California Environmental Quality Act, the City prepared a Mitigated Negative Declaration for the Santa Rita Commercial Center projectl including the Development Agreement 1 and the City Council has adopted a resolution approving the Mitigated Negative Declaration. The Mitigated Negative Declaration included a Matrix showing how the project complies with the Specific Plan's programs and the mitigation measures contained in the EIR. 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 Eastern Dublin General Plan Amendment, (d) the Specific Plan, (e) the EIR, (f) the Mitigated Negative Declaration, (g) 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 objectivesl policies, general land uses and programs specified and contained in the City's General Plan, as amended by the Eastern Dublin General Plan Amendmentl and in the Specific Plan in that (a) the General Plan and Specific Plan land use designations for the site are IIgeneral commercialll and the project is a commercial development consistent with the "general commercial" designationl (b) the project is consistent with the fiscal policies of the General Plan and Specific Plan with respect to provision of infrastructure and public services 1 and (c) the Development Agreement includes provisions relating to financing, construction and maintenance of public facilities 1 payment of fees, timely provision of public facilities, reimbursement for oversizing infrastructure and similar provisions set forth in the Specific Plan. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located in that the project approvals include a Planned Development Rezoning adopted specifically for the Santa Rita Commercial Center Project. 3. The Development Agreement is in conformity with public convenience, general welfare and good land use policies in that the Santa Rita Commercial Project will implement land use guidelines set forth in the Specific Plan and the General Plan which have planned for cbmmercial development at this location. 2 . 4. The Development Agreement will not be detrimental to the health, safety and general welfare in that the project will proceed in accordance with the Mitigated Negative Declaration and the mitigation monitoring program for the project adopted by the City Council and will comply with all programs and policies of the Specific Plan. 5. The Development Agreement will not adversely affect the orderly development of property or the preservation of property values in that the project will be consistent with the General Plan and Specific Plan. Section 3~ APPROVAL The City Council hereby approves the Development Agreement (Attachment 1) and authorizes the Mayor to sign it. Section 4. RECORDATION Within ten 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 this Ordinance to be posted in at least three (3) public places in the City of Dublin in accordance with Section 36933 of the Government Code of the State of California. PASSED, APPROVED k~D ADOPTED by the City Council of the City of Dublin on this ____ day of , 1995, by vote as follows: AYES: NOES: ABSENT: ABSTAIN: MAYOR ATTEST: CITY CLERK 114\ord\homart 3 ~ .' [NOTE: For the January 23. 1995 City Council Agenda Statement. a/ease refer to Exhibit K : Deve/oament Agreement 1 ATTACHMENT 1 . ,: . . PLANNING COMMISSION AGENDA STATEMENTS DECEMBER 19, 1994, JANUARY 3, 1995 AND JANUARY 17, 1995 \ -""'l. ~-"'"I S (0 .3- EXHIBIT J1L ...... ,;: CITY OF DUBLIN PLANNING COMMISSION AGENDA STATEMENT/STAFF REPORT Meeting Date: December 19, 1994 TO: Planning Commission FROM: ~ Jeri Ram, Associate PlannerO? Planning Staff if PREPJ>..RED BY: SUBJECT: PA 94-001 Santa Rita Commercial Center Planned Development R~zoning GENERAL INFORMATTON: PROJECT: A reauest to rezone 75 + acres from Planned Deveiopment - Business Park/Industrial (low coverage) to a standard Planned Development. This project has a General Plan and Specific Plan Designation of General Commercial. The proposed Planned Development would allow for an 800,OOOi square foot commercial center which may include retail shops, offices, movie theaters ana restaurants among other uses. APPLICANT/ PROPERTY OWNER: Homart Ce~aunity Centers\Homart Develep~ent Ce. 1099 18th street, #2680 Denver, CO 80202 Alameda County Surplus Property Authority 399 Elmhurst Street Hayward, CA 94544 LOCATION: 75 I acres on the southeast Drive and Dublin Boulevard. the Hacienda Gateway in the Specific Plan corner of Hacienda This area is know~ as Eastern Dublin ASSESSOR PARCEL: 946-15-1-4 (por) PARCEL SIZE: 75I acres GENERi\L PLAN DESIGNATION: General Commercial EASTERN DUBLIN SPECIFIC PLAN DESIGNATION: General Co~~ercial ----------------------------------------------------------------- ITEM NO.V COPIES TO: Applicant Ow-ner Address File c~;:: l) , EXISTING ZONING: Planned Development - Business Park/Industrial (Low coverage) EXISTING LAND USE: Primarily vacant with remains of the old Santa Rita Jail Facility SURROUNDING LAND USE, ZONING DISTRICT AND SPECIFIC PLAN (SP) LAND USE DESIGNATIONS: NORTH: a. Land Use: Vacant b. Zoning District: Business Park/Industrial c. SP Land Use Designation: Neighborhood Commercial, Single Family, Medium. Density and Medium High Density Residential SOUTH: a.-c. 1-580 EAST: a. Land Use: Vacant b. Zoning District: Business Park/Industrial: Low Coverage c. SP Land Use Designation: Campus Office WEST: a. Land use: Vacant b. Zoning District: Business Park/Industrial: Low Coverage c. SP Land use Designatio~: Campus Office ZONING HISTORY: The site was the location 0= -c::e old Santa Rita Jail Facili-:y. 'l.:'.= new Jail Facility has been relocated north of Gleason Road. PA 85-018: The City of Dublin Prezoned this parcel Business Park Industrial/Low Coverage on September 23, 1985. The City of Dublin annexed this land as part of the ,annexation of 2713.47 acres of land on December 24, 1986. Eastern Dublin Specific Plan & General Plan Amendment: The Eastern Dublin Specific Plan a~d General Plan fu~endment were adopted on May 10, 1993, and was effective in November, 1993, following the referendum election. The General Plan and Specific Plan Land Use Designations were applied to the subject property at that time. S~~~Y RECOMMENDATION: Staff recommends that the Planning Commission open the public hearing, take testimony and continue the public hearing to January 3, 1995, in order to review the public comments on the Mitigated Negative Declaration and staff's responses to those comments prior to taking action on the PO Rezone. -2- -.~~ '1 ,,- 0 :.,:0.:;:. -4-::: 1;:' .._ ., APPLICABLE REGULATIONS: section 8-31.0 Planned Development District Intent. Planned Development Districts, hereinafter designated as PD Districts, are established to encourage the arrangement of a compatible variety of uses on suitable lands in such a manner that the resulting developmeDt will: a) Be in accord with the policies of the General Plan of the City of Dublin; b) Provide efficient use of the land that includes preservation of significant open areas and natural and topographic landscape features with minimum alteration of natural land forms; c) Provide an environment that will encourage the use of co~~on open areas for neighborhood or community activities and other amenities; d) Be compatible with and enhance the development of the general area; e) Create an attractive, efficient and safe enviror~ent. section 8-31-13 L&~D USE J>.~~D DEVELDPMENT P~~ - PURPOSE ~~D REQUIREMENTS FOR. The Land Use and Development Plan shall be part of the Planned Development District zoning process. The Land Use and Development Plan is intended to provide to the City a comprehensive plan of the proposed develop3ent to insure that the intent and purposes of the Planned Development District are met. The processin~ requirements for a Land Use and Development Plan are as follows: a) A Land Use and Develop~ent Plan may proceed as a single phased project addressing the entire Planned Development District area, or as a multiple phased project addressing portions of the Planned Development District area. b) Prior to issuance of a site Development Review permit, building permit, or other development permit, a Land Use and Development Plan shall be required for that portion of the Planned Development District where development is proposed. c) A Land Use and Develonment Plan shall be subject to review by the Planning Commission and adoption by the City Council as an amendment to the Zoning Ordinance. ENVIRONMENTAL REVIEW: A Mitigated Negative Declaration has been prepared pursuant to the California Environmental..Quality J>._ct (CEQA) I State CEQA Guidelines and the citv of Dublin Environmental Guidelines. The project, as mitigated, will not have a significant effect on the environment. PUBLIC REVIEW PERIOD: The public review period is from November 23, 1994 to December 23, 1994. ~ _..j- ..~-3 --jb "; ~ :.. .~....-_. : :;' ........... NOTIFICATION: Public Notice of the November 19, 1994, public hearing was published in the local newspaper, mailed to adjacent property owners, and posted in public buildings. ANALYSIS: proiect Description: Several steps will be required before the Santa Rita Commercial Center can proceed to construction as follows: 1. Rezone 75 I acres from Planned Development - Business Park/Industrial (low coverage) to a General Commercial Planned Development_. 2. A development agreement is required for each project in Eastern Dublin. At the first meeting in January, staff will bring forward a Development Agreement between the County, Homart Community Centers a~Q the City of Dublin for the Planning Commission's review and recommendation to the City Council. 3. site Development Review approval will be required prior to approving building permits for the project. 4. The Applicants have also indicated that they will process a tentative parcel map. The project would be located on a 75= acre portion of the 951 i acre Santa Rita property owned by Ala~eda County. A tentative parcel map would separate this 75= acres from the remaining County property. Consistencv The proposed project is consistent with the city of Dublin General Plan and the Eastern Dublin Specific Plan and General Plan Amendment. Mitiaated Negative Declaration The environmental docQuent that was prepared for the Eastern Dublin Specific Plan and General Plan Amendment was a "Program Environmental Impact Report". CEQA Guidelines state that if a progra:rr Environmental Impact Report is prepared, subsequent enviroThuental documents need to be prepared only if there were additional environmental impacts not considered in the prepa~ation of the original environmental document. .. The City has prepared a Mitigated Negative Declaration for the Santa Rita Commercial Center Project (Exhibit A). A Mitigated Negative Declaration is similar to a Negative Declaration. The major difference between the two types of environmental documents is that a Mitigated Negative Declaration requires certain mitigation measures or conditions of approval be added to the project in order to render environmental impacts to a level of insignificance. Additionally, when a Mitigated Negative Declaration is prepared, a Mitigation Monitoring Program must also be adopted. -4- ... Ll ~.-: I'D_ "u... __.. __. . . . The Eastern Dublin Specific Plan and General Plan Amendment Final EIR (FEIR) contains more than 250 mitigation and action measures. These items have been incorporated into a Master Matrix that is being used to monitor compliance with the Specific Plan. The Master Matrix is attached to the Santa Rita Commercial Center Mitigated Negative Declaration (Exhibit A) and has been organized into columns as follows: 1. It. No.: A numerical listing of the matrix for reference use. 2. Mit Meas. No.: The Mitigation Measure number from the Eastern Dublin Final Environmental Impact Report. - 3. Act. prog No.: The Action Program number reference from the Eastern Dublin Specific Plan. 4. Lead: The agency with the lead responsibility to ensure the mitigation measure or action program is accomplished. 5. What is the Action or Measure: A summary of the Action Program or Mitigation Measure from the Eastern Dublin Specific Plan or Final Environmental Impact Report. 6. Start/End: wnen work towards completing the action or measure should begin and be completed. 7. NA: The Not Applicable column is checked if the item is net applicable to the Santa Rita Commercial Center Project. 8. PROJ: The Project colu~~ is checked if the item is into the project proposal. . . - J..:1CC:-:9c:!:"~~ec. 9. COND: The Condition col~un is checked if the item should be made a condition of approval. 10. ASAP: The As Soon As Possible column is checked if the City should begin working on the item immediately (sometimes this col~illn is checked if it is not applicable to the Santa Rita Commercial Center, but as a reminder for the City to begin work on it because it may be needed for another Eastern Dublin project) . 11. Action Taken: This colua~ contains comments on the progress taken or reasons why another column was checked. ,- ., . 12. Completed: This column provides an area to make notes has been completed. ',:: ~.l.. an .... ~,,-em 13. Issue: This column was a cross reference area to major topic areas in the Eastern Dublin Specific Plan. A legend is attached to the Master Matrix explaining all of ~ne abbreviations. -~- .J ;-~~ 6 :.~ ro '"---..-.-- ~-; ..~................. Projects that are proposed for Eastern Dublin will be evaluated, in part, utilizing this Matrix. The Master Matrix has been used for this project in two ways: 1. It is attached to the Initial study and Mitigated Negative Declaration (as a part of the Initial study) (Exhibit A) to indicate that the Action Programs of the Eastern Dublin Specific Plan and Mi tigationMeasures of the FEIR relating to the Rezoning are being addressed for this project; and 2. It was revised into the "Santa Rita Commercial Center Project Mitigation Monitoring Program" (Exhibit B). The Master Matrix was re~ised to create the Mitigation Monitoring Program by: A. Removing all the items in the Master Matrix that were not applicable to the Santa Rita Commercial Center Project; B. Adding a new column labeled "Condition No.". This column'.wB.:l be used by staff to monitor what conditions on the proj ect satisIY what Item on the Matrix. C. Adding a new column labeled "completed". In this column, staff will check off and note T,yhen the item is completed. D. neces'sa'ry. Removing the collliu labeled "Issue" which is no longer Those items in the Matrix that were reauired to be co:r,oletec. 2.-:' the time of Rezoning have been included as conditions of approval of the PD Rezone for the Santa ~ita Commercial Project. This will ensure comp~iance ~vi th the Mitigation Measures anc. Action prosrans 0:::: ::::e Easl:'~tn.. Dublin Specific PIa:: and FEIR. ~fThe Public Review Period for the Mitigated Negative Declaration ~vil.f;.end on December 23, 1994. Staff will bring forward public comfuents on the Mitigated Negative Declaration and staff's Response to Comment5~to the Planning commission at their first meeting, in January. Fiscal Analysis Policies of the General Plan and Eastern Dublin Specific Plan reauire that develoDment in the area pays for its needed ini~tructure and ~ervices. .... The Applicants have not requested city finari;ing aSS1.s::ance for theiron~site infrastructure needs. Mitigation Measures and Conditions of Approval of this project require that Applicants enter into a Development Agreement with the City and pay traffic and public facilities iEpact fees. These requirements insure that the Applicants are paying their fair share of off-site public infrastructure needed in Eastern Dublin without using General Fund monies. -6- "..J,., 'A , . \!I ,... V __ a. ._....._....._ . This project, like others in Eastern Dublin, will require provision of public services. Monies for provision of these public services will come from the City's General Fund. A detailed Fiscal Impact Analysis was prepared for the Eastern Dublin Specific Plan. That Analysis examined the impacts of development in Eastern Dublin in relation to use of General Fund monies for provision of public services. The Analysis found that after several years of shortfall, Eastern Dublin would provide more revenues than it would require in expenditures for public services. In addition to the original fiscal analysis for the Specific Plan, an updated fiscal analysis for the Specific Plan area presently within the city and proposed to be included in the City as part of the City's firs~ Eastern Dublin ~~nexation has been prepared. This fiscal analysis also included the direct fiscal impacts of the Santa Rita commercial Center Project. The updated fiscal analysis (Attachment 1) for both the areas identifies a small shortfall of $40,917.00 in Fiscal Year 1994-95 attributable to start up fire services. A shortfall of $216,141 is identified for Fiscal Year 1995-96. However, the City's J>.~nexation Agreement with the Lin Families would completely eliminate this shortfall. In those years following Fiscal Year 1995-96, the city would realize a substantial operating surplus as a result of the Santa Rita Commercial Center Project. Therefore, it can be concluded that this project is consistent with the fiscal policies in relation to provision of infrastructure and public services of the City's General Plan and the Eastern Dubli~ Specific Plan and General Plan &uen~~ent. Planned Deve10nment Rezonir-c The Applicants are reques~~ng approval of a Planned Development (PD) Rezoning to establish the General provisions and Development Regulations for the 75~ acre project area. A Land Use and Develonment Plan for the PD Rezone has been submitted for the project. It consists of: 1. A Planned Development Rezone Application dated Se?tember 6, 1994, prepared by Eomart Co~~unity Centers; and 2. A Conceptual site Plan prepared by Homa;t Community Centers dated September 23, 1994 (which supersedes the conceptual site plan contained in the Rezone Exhibit dated September 61 1994). The September 23, 1994, Conceptual site Plan will ~e displayed at the Planning Commission Meeting; and, The majority of the Applicant's Rezone Application and proposed Development Standards (Attacfu~ent 2) were found by staff to be consistent with the Eastern Dublin Specific Plan, General Plan J>.~endment, the FEIR, and various concerns of local agencies. These include the Applicant's proposed permitted and conditional uses (with the exception of hotel/motel discussed below); setback and yards; -7- r'--1 jO 1- ;' '-. .-:- . !"---. :,. . --- - .,: . -..."....... maximum building heights; parking and loading (with the exception of parking space size and aisle width noted below): bicycle facilities; and landscaping. The following revisions to the Rezone Application are reco~~ended by the Planning staff. These changes were made to address land use issues and provide flexibility for parking lot design and layout as follows: 1. The Applicant's list of uses for consideration as permitted uses within the new PD District are similar to those permitted in the C-2 Zone, with some modifications. staff has worked with the Applicant and has one recommended modification to their proposed list, to which th~y have agreed. The modification is to change hotel/motel from a permitted to a conditional use. A hotel/motel type of use is generally evaluated as a Conditional Use Permit in commercial areas. The City's Zoning Ordinance presently provides for a hotel/motel use in the C-l Zoning District with a Conditional Use Permit. Through the conditional use permit process, staff can evaluate traffic, circulation and possible land use conflicts so that the Planning commission can determine the suitability of the use at a particular location. The Applicants have agreed to this change. This change has been made in the attached Resolution (Exhibit D) reco~~ending approval of the PO Rezone. 2. The Applicants have also proposed a list of prohibited uses. staff is not recommending that this list be included in the approval. Under the City's Zoning Ordi~a~ce, uses are not permitted if they are not identified as permitted or co~ditional permitted uses, unless they meet the intent of the P.D.Zoning District. Therefore, listing prohibited uses is not necessary and might be confusing because it would vary from the manner in which the entire Zoning Ordinance is i.,ri tten. This change has been made in the attached Resolution (Exhibit D) reco~uending approval of the PD Rezone. 3. The maximum Floor Area Ratio (FL~) should be .25 instead of 25%. This appears to be a typographical error in the Applicant's submittal. The proposed FJ>..R is consistent with the preient PD Zoning District, PO Business Park Industrial/Low Coverage of .25. The proposed FAR is also consistent with the General Plan Land Use Oesicnation of General Commercial and the Eastern Dublin Snecific Plan Designation of General Co~~ercial in the Hacienda Gateway Area. This chance has been made in the attached Resolution (Exhibit D) recommending approval of the PD Rezone. -8- -,.,-~ --& . --. ,. -.-~: .- : I:" :_~.::- -... -- .. . -- 4. ~The Applicants have requested a mlnlmum size parking space of 9 I X 18 I which varies from the City standard that requires 180 square feet of area, a minimum width of 9 feet and minimum length of 18 feet. ,staff recommends that the development standard in relatio.n to. parking be revised to read as follows: D. Parking Spaces: Size and Lo.cation. A standard parking stall shall be a minimum of nine (9) feet wide by nineteen (19) feet in length. Co.mpact stalls shall be a .'minimum of eight (8) feet wide by a minimum of seventeen (17) feet in length. Compact parking spaces may comprise up to 25% of the required parking spaces. Where parking spaces abut sidewalks or landscape areas, the length of a parking stall may be reduced by two feet. Minor adjustments to parking space size and locatio.n may be made through the site Development Review process. ~his change has been made in the attached Resolution (Exhibit D) recommending approval of the PD Rezone. 5. The Applicant has requested a 24' aisle width for 90 degree parking with two way traffic. The City standard is a 251 aisle. StaIf'reco.nunends that we maintain the City standard of. 25' but add a new sentence at the end of the development standard to indicate that minor..adj ustments to the aisle width standards may be :mac.e through site D~velopment Revier.'! process. This change has been made in the attached Resolution (~xhibit D) reco~uending approval of the ?~ Rezo.ne. 6. Planning staff recommends that two clarifications in relation to internal and perimeter setbacks be made in the Rezone Application. \ b. Under Item 5A, Minimum Setbacks, it is recommended that \thi'S''3'e-ction be revised to clarify that it relates to perimeter setbacks; and a. Under Item 5C, Minimum Yards, it is recommenc.ed that this Section be revised to. clarify that it relates to internal setbacks. This proj ect has been reviewed by other ci tj'Departments and affected agencies. Their comments have been incorporated into the conditions of Approval. Suggested Conditions of Approval relative to the site Develonment Review or Tentative Subdivision MaD will be applied at the time of approval of those applications. - -9- ~. __(1 10 l-_::'.V{ r.:- ~ ,; , "-- ----- !.:. _.,...~.... RECOMMENDATIONS: FORMAT: ACTION: ATTACHMENTS: Exhibit A: Exhibit B: Exhibit C: Exhibit D: 1) 2) 3) 4) Open public hearing and hear Staff presentation. Take testimony from Applicant and the public. Question staff, Applicant and the public. Continue public hearing to January 3, 1995. Staff recommends that the Planning commission continue the Public Hearing to January 3, 1995, in order to review the public comments on the Mitigated Negative Declaration and staff's Response to Comments prior to taking action on the PD Rezone. Initial study and Mitigated Negative Declaration (under separate cover) Mitigation Monitoring Program (under separate cover) Resolution recommending City Council certify the Mitigated Negative Declaration and adopt the Mitigation Monitoring Program Resolution reco~uending city Council approval of ~~e Planned Development Rezoning Backaround Attachments: Attachment 1: Letter to Richard C. p~rose, City Manager, fro~ ER~ dated November 3, 1994, regarding fiscal analysis along with attached Table 1, "Summary of Revenues and Expenses, Fiscal Year 1995-96 to 1998-99". : Attachment 2: Rezone Application including applicant's written statement and preliminary site plan which includes the project location. , .~ i -10- . .:.:lQ_":~.l-Q TO: FROM: PREPARED BY: SUBJECT: GENERAL INFORMATION' PROJECT: APPLlCANT/ PROPERTY OWNER: LOCATION: ITEM NO. <6. \ - SY" CITY OF DUBLIN PLANNING COMMISSION AGENDA STATEMENTISTAFF REPORT Meeting Date: January 3, 1995 Planning Commission Planning Staff ~ ~ Jeri Ram, Associate Plann~ PA 94-001 Santa Rita Commercial Center Planned Development Rezoning, Development Agreement - Supplemental Report to December 19,1994, Planning Commission Agenda Statement A request to rezone 75:t acres from Planned Development - Business Park/Industrial (low coverage) to a standard Planned Development. This project has a General Plan and Specific Plan Designation of General Commercial. The proposed Planned Development would allow for an 800,OOO:t square foot commercial center which may include retail shops, offices, movie theaters and restaurants, among other uses. This report includes supplemental analysis relating to the Rezone request continued from the December 19,1994, Planning Commission Meeting, Public Comments and Responses to Comments on the Mitigated Negative Declaration for the project. In addition, the Planning Commission will consider a development agreement between the City of Dublin, County of Alameda and Homart Development Company. The Development Agreement is required by the Eastern Dublin Specific Plan. Items included in the development agreement are traffic, noise and public facilities impact fees, phasing of infrastructure construction and future creek improvements, among other items. Homart Community Centers\Homart Development Company 1099 18th Street, #2680 Denver, CO 80202 Alameda County Surplus. Property Authority 399 Eimhurst Street Hayward, CA 94544 75:t acres on the southeast corner of Hacienda Drive and Dublin Boulevard. This development is within the Hacienda Gateway in the Eastern Dublin Specific Plan COPIES TO: Applicant Owner FA File ~ ASSESSOR PARCEL: 946-15-1-4 (por) ENVIRONMENTAL REVIEW: A Mitigated Negative Declaration has been prepared pursuant to the Califomia Environmental Quality Act (CEQA), State CEQA Guidelines and the City of Dublin Environmental Guidelines. The project, as mitigated, will not have a significant effect on the environment. For a complete discussion of the environmental document, please see the December 19, 1994, Planning Commission Agenda Statement. PUBLIC REVIEW PERIOD: The public review period concluaed on December 23, 1994. It ran for thirty days, from November 23, 1994 to December 23,1994. NOTIFICATION: Public Notice of the December 19,1994, public hearing was published in the local newspaper, mailed to adjacent property owners, and posted in public buildings. The December 19, 1994, public hearing was continued at the Planning Commission Meeting to the Planning ~ommission's January 3, 1995, meeting. SUMMARY RECOMMENDATION' Staff recommends that the Planning Commission recommend1hat the City Council: 1. Approve the Mitigated Negative Declaration; 2. Adopt the Mitigation Monitoring Program; 3. Approve the application for a Planned Development Rezone to General Commercial; and 4. Approve the Development Agreement between Homart Development Co., the Alameda County Surplus Property Authority and the City of Dublin. .~ BACKGROUND' This staff report is a supplemental staff report for the Planning Commission on the Mitigated Negative Declaration, Mitigation Monitoring Program and Rezone to a Planned Development for the Santa Rita Commercial Center Project. Please refer to the December 19, 1994, staff report for background information and analysis on those items. This staff report also contains new analyses pertaining to the public comments received on the Mitigated Negative Declaration and the proposed Development Agreement for the project. On December 19, 1994, the Planning Commission heard the staff report, opened the public hearing, and took testimony on the Mitigated Negative Declaration, Mitigation Monitoring Program and Rezone on the Santa Rita Commercial Center Project. At the public hearing, the Applicant and their representatives spoke about issues related to the project. The draft minutes for the December 19, 1994, meeting are in the Planning Commission packet for approval at this meeting and can be used for reference and review. Attached to this Staff Report (Attachment 1) is a copy of the Draft Fiscal Impact Analysis of the Proposed Homart Development within the Eastem Dublin Specific Plan Area dated November 3, 1994, as well as a Memorandum Report on the Combined Fiscal Analyses - Homart Retail Project and Annexation Area prepared by ERA for the City of Dublin. This is included as background material for the Planning Commission and relates to the December 19,1994, staff report section on "Fiscal Analysis". ANAL YSIS' -2- Plannino Commission Comments on the Proiect At the meeting, the Planning Commission had several questions regarding the project. Staff indicated that the answers to the questions would be provided at the January 3, 1995, meeting. The Planning Commission questions were as follows (staffs responses follow each question): 1. What were the approximate impact fee costs that would be paid by the Developer? Public Facilities Impact Fee - Approximately $290,000.00 Noise Impact Fee - Not to exceed $3,000.00 Traffic Impact Fee - Approximately, $5,162,720.00 Please see discussion under the "Development Agreement" Section of this Staff Report for an explanation of these amounts. 2. W~ere has Homart Community Centers previously developed in Northern California? Homart Development Co., is comprised of three development divisions. One of the divisions, Homart Development Co., has developed two malls in Northern California: Arden Fair Mall in Sacramento and New Park Mall in Newark. 3. What road improvements will be part of the project? The road improvements that will be made in conjunction with the project in Phases 1 and 2 are listed in Exhibit B of the Development Agreement (Exhibit A of this Staff Report) and in the Traffic Study attached to the Mitigated Negative Declaration in the December 19,1994, packet. However, the fOllowing is a brief summary: Phase One Improvements: On Dublin Boulevard from Hacienda to the easterly driveway of the Project, three eastbound lanes and two westbound lanes. Dual left turn lanes westbound to the project major driveways, a right turn lane eastbound to the westerly major driveway; and a parkway area adjacent to the project, which includes sidewalk and landscaping. Dualleft turn lanes will be provided for westbound on Dublin Boulevard at Hacienda Drive. On Hacienda Drive, three northbound lanes, two southbound lanes, and a right northbound turn lane at the driveway of the Project will be provided. Parkway area adjacent to the project, which includes sidewalk and landscaping. Dual left turn lanes will be provided for southbound Hacienda Drive at Dublin Boulevard. On Tassajara Road, dual northbound left turn lanes will be constructed at Dublin Boulevard. Traffic signals will be installed at each ofthe three major access points to the Project, as well as at the intersections of Dublin Boulevard and Tassajara Road and Dublin Boulevard and Hacienda Drive. . Phase Two Improvements: On Dublin Boulevard from the easterly driveway to the Tassajara Bridge, three eastbound lanes and two westbound lanes and a parkway area adjacent the Project which includes sidewalk and landscaping. -3- . It should be noted that while right-of-way will be obtained for the lanes noted above in Phases One and Two, the striping may vary according to City Engineering requirements. Also, the Traffic signals on Dublin Boulevard at the major access points may be turned on at a later date upon City Engineering approval. Additionally, bicycle lanes will be provided on Dublin Boulevard and Hacienda Drive. Public Comments on the Mitiqated Neaative Declaration: The public comment period on the Mitigated Negative Declaration was from November 23, 1994, through December 23, 1994. During that time, staff received three comments (Exhibit B) as follows: 1. Letter from CAL TRANS dated December 23, 1994. The major comments in this letter are: a) CAL TRANS discussed two additional projects which they thought should be considered; and b) If any construction is done within the CAL TRANS right-of- way, CAL TRANS would require an encroachment permit. 2. Letter from Reynolds and Brown dated December 14, 1994. The major comments in this letter relate to: a) Circulation improvements that would be made as part of the project; and, b) Area wide traffic circulation improvements and the method that would be used to pay for them. 3. Cover letter from several Pleasanton Property Owners dated December 22,1994, enclosing a legal memorandum from the law firm of Cassidy and Verges. This memorandum contains 45 pages of comments. The two main comments in this memorandum are: a) The negative declaration is inadequate; and b) The rezoning is inconsistent with the Eastern Dublin Specific Plan. The Dublin City Attorney has prepared summaI)' Responses to Comments (Exhibit C). The complete Response to Comments will be prepared for the City Council Meeting on Janual)' 9, 1995. The City Attorney will be present at the Planning Commission Meeting to answer additional questions the Planning Commission may have regarding any of the Public Comment letters received on the Mitigation Negative Declaration. Development Aqreement: One of the implementing actions of the Eastern Dublin Specific Plan calls for the City to enter into development agreements with developers in the plan area. The purpose of a development agreement is to provide 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 and, on the other hand, provide a mechanism to the City to obtain commitments from the developer 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 cost of infrastructure and service is met. -4- Development agreements are authorized by statutes (Government Code Section 65864 et seq.). Chapter 8.12 of the Dublin Municipal Code is the City's enabling ordinance and provides the procedure for adoption of a development agreement. On October 10, 1994, the City Council approved a Master Development Agreement for use in the Eastern Dublin Specific Plan area. The Master Development Agreement is to be used as the basis for beginning negotiations with developers within the Specific Plan area. Attached to this Staff Report (Exhibit A) is a Development Agreement (DA) between the City of Dublin, the Surplus Property Authority of the County of Alameda and Homart Development Co. The DA sets forth the agreements between the three entities in relation to many items, including, but not limited to, infrastructure construction and phasing, payment of public facilities, noise and traffic impact fees and future creek improvements. The DA becomes effective when it is signed by all the parties for a term of 10 years. The DA runs with the land and the rights thereunder can be assigned. The main points of the DA can be found in Exhibit B of the Development Agreement and are highlighted below: Section 6. Public Facilities Fee. This section sets forth that the City has hired a consultant who has prepared a draft Public Facilities Fee Study. The draft study calculates the amount of the public facilities fee for neighborhood parks, community parks, community facilities, libraries and buildout of the Civic' Center. The study concluded that the amount of the public facilities fee for commercial development in Eastern Dublin is $290.00 per 1,000 building square feet. However, as noted, the study is still in draft form and the final fee may be greater than $290.00 per 1,000."The DA is'" structured to enable the County to pay the fee that is approved up to $362.50, and receive a refund if the $362.50 per 1,000 sq. ft. is paid and the fee is determined to be less than that amount. Section 6. Noise Mitiqation Fee. This Section implements Mitigation Measure 3.lOn.0 of the Mitigation Monitoring Program for Eastern Dublin. When the City adopts a noise mitigation fee, the Developer will pay the fee, up to $3,000. The fee will be collected at final occupancy of Phase 2 of the Project. If a fee is not established at that time, the Developer will not be obligated to pay such a fee. Section 6. Traffic Impact Fees. The amount of Traffic Impact Fees (TIF) has been calculated based on the Barton Aschman November, 1994 traffic study attached to the Mitigated Negative Declaration and the proposed Traffic Impact Fee that is presently being considered by the City Council. Public hearings have been held on the proposed TIF by the City Council on December 12th and 27th. It is anticipated that the fee will be adopted at the City Council Meeting of January 9, 1995. prior to the City Council's public hearing on the Santa Rita Commercial Centers Project. The DA assumes that the TIF will be approved. If there is a significant change in the TIF that is adopted from what is anticipated, the DA will be brought back before the Plannirig Commission for further consideration. Since the Developer and/or the County will be oversizing a substantial portion of infrastructure, Subparagraph 5.3.5, allows credit against the TIF amount for the value of the oversizing, as follows: The total value of the oversized improvements and right of way is $4,574.140.00 less $808,870.00 which is the value of that part of the oversized improvements previously constructed by the City of Pleasanton for a net credit of $3,765,270.00. -5- .Based on the tlF presently being considered by the City Council, the Project's TIF is $5,162,719.00. Based on the present TIF and agreement due to oversizing the improvements, the net traffic impact fee due for this project is $1,397,449.00 Section 7. Creek Improvements. The County agrees that when the property adjacent to this project to the east develops, the County will comply with all the provisions of the Eastern Dublin Specific Plan and mitigation measures of the Environmental Impact Report. Approval Findinqs for Development Aqreement. Section 8.12 of the Dublin Municipal Code sets forth the findings that must be made in order to approve a development agreement. These findings are contained in the Resolution recommending approval of the Agreement to the City Council (Exhibit E). RECOMMENDA TIONS' FORMAT: 1) Hear Staff presentation. 2) Take testimony from Applicant and the public. 3) Question Staff, Applicant and the public. 4) Adopt Exhibit C from the December 19,1994, P.C. Staff Report, Resolution recommending that the City Council certify the Mitigated Negative Declaration (ind,adoptthe Mitigation Monitoring Program. 5) Adopt Exhibit D from the December 19,1994, P.C. Staff Report, Resolution recommending City Council approval of the Planned Development Rezoning. 6) Adopt Exhibit A from the January 3, 1995, P.C. Staff Report, Resolution recommending City Council approval of the Development Agreement. ACTION: Staff recommends that the Planning Commission recommend approval of the Mitigated Negative Declaration, Mitigation Monitoring Program, Rezone to a Planned Development and Development Agreement. ATTACHMENTS' Exhibit A: Development Agreement between the City of Dublin, Homart Development Co. and Surplus Property Authority of the County of Alameda for the Tri-Valley Crossings Project. Exhibit B: Comments on the Mitigated Negative Declaration Exhibit C: Response to Comments on the Mitigated Negative Declaration Exhibit D: Resolution recommending City Council approval of the Development Agreement -6- Backqround Attachments: Attachment 1: Draft Fiscal Impact Analysis of the Proposed Homart Development within the Eastern Dublin Specific Plan Area dated November 3, 1994, and Memorandum Report on the Combined Fiscal Analyses - Homart Retail Project and Annexation Area prepared by ERA for the City of Dublin. -7- TO: FROM: PREPARED BY: SUBJECT: GENERAL INFORMA nON: CITY OF DUBLIN PLANNING COMMISSION AGENDASTATEMENT~TAFFREPORT Meeting Date: January 17, 1995 Planning Commission -<.6/Planning Staff Jeri Ram, Associate Planner~ P A 94-00 I Santa Rita Commercial Center Planned Development Rezoning, Development Agreement - Supplemental Report to December 19, 1994, and January 3,1995, Planning Commission Agenda Statements PROJECT: APPLICANT/ PROPERTY OWNER: LOCA nON: ASSESSOR PARCEL: A request to rezone 75i: acres from Planned Development - Business ParklIndustrial (low coverage) to a General Commercial Planned Development. This project has a General Plan and Specific Plan Designation of General Commercial. The proposed Planned Development would allow for an 800,000i: square foot commercial center which may include retail shops, offices, movie theaters and restaurants, among other uses. A Mitigated Negative Declaration and Mitigation Monitoring Program have been prepared for this project. This report includes supplemental analysis relating to the Rezone request continued from the December 19, 1994, and January 3,1995, Planning Commission Meetings, Public Comments and Response to Comments on the Mitigated Negative Declaration for the project. In addition, the Planning Commission will consider a Development Agreement between the City of Dublin, County of Alameda and Homart Development Company. The Development Agreement is required by the Eastern Dublin Specific Plan. Items included in the Development Agreement are traffic, noise and public facilities impact fees, phasing of infrastructure construction and future creek improvements, among other items. Homart Community Centers\ Homart Development Company 1099 18th Street, #2680 Denver, CO 80202 Alameda County Surplus Property Authority 399 Elmhurst Street Hayward, CA 94544 75 :l: acres on the southeast comer of Hacienda Drive and Dublin Boulevard. This development is within the Hacienda Gateway in the Eastern Dublin Specific Plan 946-15-1-4 (por) ---------------------------------------------------------------------- ITEM NO. 8.1 COPIES TO: Applicant Owner PA File ENVIRONMENTAL REVIEW: A Mitigated Negative Declaration has been prepared pursuant to the California Environmental Quality Act (CEQA), State CEQA Guidelines and the City of Dublin Environmental Guidelines. The project, as mitigated, will not have a significant effect on the environment. For a complete discussion of the environmental document, please see the December 19, 1994, Planning Commission Agenda Statement. PUBLIC REVIEW PERIOD: The public review period concluded on December 23, 1994. It ran for thirty days, from November 23, 1994, to December 23, 1994. NOTIFICATION: Public Notice of the December 19, 1994, public hearing was published in the local newspaper, mailed to adjacent property owners, and posted in public buildings. The December 19, 1994, public hearing was continued at the Planning Commission Meeting to the Planning Commission meeting on January 3, 1995. Public Notice of the January 17, 1995, public hearing was published in the local newspaper, mailed to adjacent property owners and posted in public buildings. SUMMARY RECOMMENDATION: Staff recommends that the Planning Commission recommend that the City Council: 1. Approve the Mitigated Negative Declaration; 2. Adopt the Mitigation Monitoring Program; 3. Approve the application for a General Commercial Planned Development Rezoning; and 4. Approve the Development Agreement between Homart Development Co., the Alameda County Surplus Property Authority and the City of Dublin. BACKGROUND: This staff report is a supplemental staff report for the Planning Commission on the Mitigated Negative Declaration, Mitigation Monitoring Program and Rezoning to a General Commercial Planned Development for the Santa Rita Commercial Center Project. Please refer to the December 19,1994, and January 3, 1995, staffreports for background infonnation and analysis on those items. This staff report also contains new analyses pertaining to the City's Response to Comments on the Mitigated Negative Declaration and the proposed Development Agreement for the project. SUMMARY OF PREVIOUS MEETINGS: December 19. 1994: Agenda Statement: The analysis relating to the PD Rezone, Mitigated Negative Declaration and Mitigation Monitoring Program, while supplemented in the January 3, 1995 and this Agenda Statement is still relevant. Therefore, the Commission may wish to review the December 19, 1994, Agenda Statement. Exhibits and Attachments: Exhibits and Attachments that continue to be relevant to the project are as follows: Exhibit A: Initial Study and Mitigated Negative Declaration Exhibit B: Mitigation Monitoring Program Exhibit C: Resolution recommending City Council certify the Mitigated Negative Declaration Exhibit D: Resolution recommending City Council approval of the Planned Development Rezoning Attachment 1: Letter to Richard C. Ambrose, City Manager from ERA dated November 3, 1994, regarding fiscal analysis along with attached Table 1, "Summary of Revenues and Expenses, Fiscal Year 1995-96 to 1998-99". 2 Attachment 2: Rezone Application including applicant's written statement and preliminary site plan which includes the project location. Public Hearing: On December 19, 1994, the Planning Commission heard the staff report, opened the public hearing, and took testimony on the Mitigated Negative Declaration, Mitigation Monitoring Program and Rezone on the Santa Rita Commercial Center Project. At the public hearing, the Applicant and their representatives spoke about issues related to the project. The public hearing was continued to the January 3, 1995, meeting of the Planning Commission. January 3.1995: Agenda Statement: The analysis related to the Response to Comments contained in the January 3, 1995, Agenda Statement continues to be applicable to the project. Therefore, the Planning Commission may wish to review that Agenda Statement. This Agenda Statement (January 17, 1995) contains analysis regarding the Development Agreement and revisions to the Response to Comments. Additionally, your packet contains draft minutes from the January 3, 1995, meeting that you may wish to reference. Attachments and Exhibits: Exhibits and Attachments from the January 3, 1995, Agenda Statement that continue to be relevant to the project are as follows: Exhibit B: Comments on the Mitigated Negative Declaration Exhibit D: Resolution recommending City Council approval of the Development Agreement Attachment 1: Draft Fiscal Impact Analysis of the Proposed Homart Development within the Eastern Dublin Specific Plan Area dated November 3, 1994, and Memorandum Report on the Combined Fiscal Analyses - Homart Retail Project and Annexation Area prepared by ERA for the City of Dublin. Please note, that the Response to Comments that was contained in the January 3,1995, Agenda Statement has been revised. Since the Development Agreement was not discussed and was not agendized for the January 3, 1995, meeting, the Development Agreement and all discussion relevant to the Development Agreement are contained in this Agenda Statement. Public Hearing: At the January 3, 1995, public hearing, the Planning Commission asked stafffor additional information regarding the Fiscal Analysis (Attachment I to the January 3, 1995, Agenda Statement). In particular, concern was expressed with the method used to determine the taxable sales per square foot in the Study. Steve Spickard of ERA, the consultant who prepared the fiscal analysis, indicated that the rate of retail sales tax capture was based on a formula that included discounting based on several factors, including regional competition, transfer of sales from other Dublin businesses, and vacancy rates. Mr. Spickard indicated that regional competition was the highest discounting factor that was used. The vacancy rate that was used was similar to ones used in other power centers and ranged from 5 to 10 percent after completion of the project. During the public hearing the Planning Commission requested written comments from the East Bay Regional Park District and John DiManto so that staff and the Commission could study their comments and respond. Exhibit C is a copy of a letter received by facsimile on January 11, 1995, from the East Bay Regional Park District. Staffs summary and analysis of that letter can be found below under the Section entitled "Public Comments". Written comments have not been received from Mr. DiManto. The Santa Rita Commercial Center Project public hearing was continued to January 17, 1995. 3 ANALYSIS: Development Agreement: One of the implementing actions of the Eastern Dublin Specific Plan calls for the City to enter into development agreements with developers in the plan area. The purpose of a development agreement is to provide 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 and, on the other hand, provide a mechanism to the City to obtain commitments from the developer 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 cost of infrastructure and service is met. Development agreements are authorized by statutes (Government Code Section 65864 et seq.). Chapter 8.12 of the Dublin Municipal Code is the City's enabling ordinance and provides the procedure for adoption of a development agreement. On October 10, 1994, the City Council approved a Master Development Agreement for use in the Eastern Dublin Specific Plan area. The Master Development Agreement is to be used as the basis for beginning negotiations with developers within the Specific Plan area. Attached to this Staff Report (Exhibit A) is a Development Agreement between the City of Dublin, the Surplus Property Authority of the County of Alameda and Homart Development Co. The Development Agreement sets forth the agreements between the three entities in relation to many items, including, but not limited to, infrastructure construction and phasing, payment of public facilities, noise and traffic impact fees and future creek improvements. The Development Agreement becomes effective when it is signed by all the parties for a tenn of 10 years. The Development Agreement runs with the land and the rights thereunder can be assigned. The main points of the Development Agreement can be found in Exhibit B of the Development Agreement and are highlighted below: Section 2. Roads. The road improvements that will be made in conjunction with the project are listed in Exhibit B of the Development Agreement (Exhibit A of this Staff Report) and in the Traffic Study attached to the Mitigated Negative Declaration in the December 19, 1994, packet. However, the following is a brief summary: On Dublin Boulevard, one east and one west bound travel lane, left turn lanes at the two main access points to the Center and a right t lane for the westerly main access point to the Center. On Hacienda Dr., one north and one south bound travel lane, one right turn lane one left turn lane into the main access point to the Center. On Tassajara Rd., dual north bound left turn lanes to Dublin Blvd. Signals will be provided at Dublin Blvd. and Hacienda Dr., Dublin Blvd. and Tassajara Rd., Dublin Blvd. and the two main access points to the Center, and Hacienda Dr. and the main access to the Center. Additionally, improvements may be made as follows: On Dublin Blvd., two east and one west bound travel lanes, dual left turn lanes at the two main access points to the Center, dual west bound left turn lanes from Dublin Blvd. to Hacienda Dr. On Hacienda Dr., two north bound travel lanes and one south bound travel lane. Dual south bound left turn lanes from Hacienda Dr. to Dublin Blvd. Section 6. Public Facilities Fee. This section sets forth that the City has hired a consultant who has prepared a draft Public Facilities Fee Study. The draft study calculates the amount of the public facilities fee for neighborhood parks, community parks, community facilities, libraries and buildout of the Civic Center. The study concluded that the amount of the public facilities fee for commercial development in Eastern Dublin is $290.00 per 1,000 building square feet. However, as noted, the study is still in draft fonn and the fmal fee may be greater than $290.00 per 1,000. The Development Agreement is structured to enable the County to pay the fee that is approved up to $362.50, and receive a refund if the $362.50 per 1,000 sq. ft. is paid and the fee is detennined to be less than that amount. Section 6. Noise Mitigation Fee. This Section implements Mitigation Measure 3.10/7.0 of the Mitigation Monitoring Program for Eastern Dublin. When the City adopts a noise mitigation fee, the Developer will pay the fee, up to $3,000. The fee will be collected at fmal occupancy of Phase 2 of the Project. If a fee is not established at that time, the Developer will not be obligated to pay such a fee. 4 Section 6. Traffic Impact Fees. The amount of Traffic Impact Fee (TIF) has been calculated based on the Barton Aschman November, 1994 traffic study attached to the Mitigated Negative Declaration and the proposed Traffic Impact Fee that was approved by the City Council on January 9, 1995 (Resolution 1-95). The Developer and/or the County may oversize a portion of infrastructure. Subparagraph 5.3.5, allows for a credit against the TIF amount for the value of the oversizing, as follows: The total value of the oversized improvements and right of way is $4,574,140.00 less $808,870.00 which is the value of that part of the oversized improvements previously constructed by the City of Pleasant on for a net credit of $3,765,270.00. The Project's TIF is $5,162,719.00. Based on the County's current plans for oversizing certain improvements, the net traffic impact fee due for this project would be $1,397,449.00 Section 7. Creek Improvements. The County agrees that when the property adjacent to this project to the east develops, the County will comply with all the provisions of the Eastern Dublin Specific Plan and mitigation measures of the Environmental Impact Report. Approval of the Development Agreement. The Development Agreement that is attached to this Agenda Statement may have additional revisions made to it prior to the Planning Commission Meeting of January 17, 1995. The anticipated changes will not be substantive. If revisions are made to the Development Agreement, a revised copy will be distributed at the Meeting. Section 8.12 of the Dublin Municipal Code sets forth the fmdings that must be made in order to approve a development agreement. These findings are contained in the Resolution recommending approval of the Agreement to the City Council (Exhibit D of the January 3, 1995 Agenda Statement). RESPONSE TO COMMENTS: The January 3, 1995, Agenda Statement contained a draft Response to Comments (Response). Staff was not able to prepare a complete document due to the time allocated for preparation of the January 3, 1995, Agenda Statement and the close of the public review period on December 23, 1994. Attached to this Agenda Statement as Exhibit B is the completed Response. The Response document contains the same information that was included in the draft with additional information and responses following on pages 6 through 9. Additionally, a letter dated January 4, 1995, to the City Attorney's Office from the Dougherty Regional Fire Authority is attached to the Response to Comments and is referenced in that document. PUBLIC COMMENTS: At the public hearing on January 3, 1995, Martin Vitz of the East Bay Regional Park District spoke regarding the District's desire to identify a linkage between the Tassajara Valley Trail, the Iron Horse Trail and the BART station. He wanted to ensure that approval of the Development Agreement would not preclude such a trail from being designated. The Planning Commission requested that Mr. Vitz put his comments in writing. Exhibit C is a copy ofa letter sent to the City's Planning Director from Mr. Vitz as well as a copy of a letter, dated January 11, 1995, sent to Mr. Vitz from the County on this issue. Mr. Vitz indicated in the letter that the District, after discussions with the City and County, believed that the trail connection could run along the north side of Dublin Boulevard. It should be noted that no development applications have been submitted for the north side of Dublin Boulevard. The County, in their letter, indicates their wiliness to cooperate with East Bay Regional Park District in developing an appropriate connection. A specific trail connection on the north side of Dublin Boulevard is Dill.. in the Park District's Master Plan, nor in the City's Parks and Recreation Master Plan or Eastern Dublin Specific Plan. The Santa Rita Commercial Center project is proposed south of Dublin Boulevard and would, therefore, have no impact on the trail connection. Additionally, Mr. Vitz discussed the District's wish to work with the City of Dublin and Alameda County in the preparation of a Greenway Study for Tassajara Creek. The Greenway Study is one method of implementing Eastern Dublin Specific Plan policies relating to the Tassajara Creek Corridor. 5 Mr. Vitz concluded his letter by requesting that the Planing Commission express its support for 1) the development of a Tassajara Creek Greenway Study, and 2) a future trail connection property from Tassajara Creek along the north side of Dublin Boulevard to the BART Station/Iron Horse Trail. It would be appropriate for the Planning Commission to express its support for a Tassajara Creek Greenway Study. It would also be appropriate for the Planning Commission to express its support for the City to continue to work with the East Bay Regional Park District on trails consistent with the City's Parks and Recreation Master Plan and Eastern Dublin Specific Plan. It should be noted that this may require amendments to City documents in the future. In response to comments and questions raised by Mr. DiManto, at the January 3, 1995, Planning Commission meeting, the City's consultants on the Eastern Dublin General Plan Amendment and Specific Plan Project prepared a fiscal analysis which included estimated absorption amounts for the Eastern Dublin area and the overall effects on the City's revenues and expenses. Revenues projected for the project took into account any net leakage from existing City revenues. RECOMMENDA nONS: FORMAT: 1) Hear Staff presentation. 2) Take testimony from Applicant and the public. 3) Question Staff, Applicant and the public. 4) Close Public Hearing and Deliberate 5) Adopt Exhibit C from the December 19.1994, P.C. Staff Report, Resolution recommending that the City Council certify the Mitigated Negative Declaration and adopt the Mitigation Monitoring Program. 6) Adopt Exhibit D from the December 19.1994, P.C. Staff Report, Resolution recommending City Council approval of the Planned Development Rezoning. 7) Adopt Exhibit D from the Januarv 3. 1995, P.c. Staff Report, Resolution recommending City Council approval of the Development Agreement. ACTION: Staff recommends that the Planning Commission recommend that the City Council approve the Mitigated Negative Declaration, Mitigation Monitoring Program, Rezone to a Planned Development and Development Agreement. And, if the Planning Commission so desires: '1. Recommend that the City Council support, in concept, the preparation of a Greenway Study along Tassajara Creek. I \ \ 2. Recommend that the City Council support continuing to work with the East Bay Regional Park District on trails consistent with the City's Parks and Recreation Master Plan and Eastern Dublin Specific Plan. ATTACHMENTS: Exhibit A: Development Agreement between the City of Dublin, Homart Development Co. and Surplus Property Authority of the County of Alameda for the Tri- Valley Crossings Project. Exhibit B: Response to Comments on the Mitigated Negative Declaration. Exhibit C: Letter to Mr. Laurence Tong dated January 11, 1995, from Martin Vitz of East Bay Regional Park District. 6