HomeMy WebLinkAbout6.5 AGMT Koll Corp Ctr
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CITY CLERK
File # D~[{jJ[Q]-rl;l[Q]
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AGENDA STATEMENT
CITY COUNCIL MEETING DATE: April 6, 1999
SUBJECT:
PUBLIC HEARING P A 98-047 Koll Dublin Corporate Center
Development Agreement
(Report Prepared by: Eddie Peabody, Jr. Community Development
Director)
ATTACHMENTS:
1. Development Agreement for KoIl Development Center
2. Ordinance adopting Development Agreement for KoIl
Development Center
RECOMMENDATION:
<JVP-
1. Open Public Hearing.
? Receive Staff presentation and receive public testimony.
3. Question Staff and the public
4. Close Public Hearing and deliberate.
5. Waive reading and introduce Ordinance _-99 (Attachment 2)
approving the Development Agreement.
. FINANCIAL STATEMENT:
No financial impact anticipated.
DESCRIPTION:
An Ordinance approving a Development Agreement between the
City of Dublin, KoIl Development Company, LLC, and Alameda
County Surplus Property Authority. The Development Agreement
is required by the Eastern Dublin Specific Plan. Items included in
the Development Agreement include, but are not limited to, the
financing'and timing of infrastructure; payment of traffic, noise and
public facilities impact fees; oversizing of roads and general
provlSlons.
BACKGROUND:
This project is located at the southwest comer of Tassajara Road and Dublin Boulevard, within the
Eastern Dublin Specific Plan area. The Specific Plan was adopted by the City of Dublin in November
1993, and established land use designations for approximately 3,300 acres ofland east of the Camp Parks
military reserve. The project site was given a land use designation of "General Commercial/Campus
Office" in the Specific Plan.
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COPIES TO:
Koll Development Company
Alameda County Surplus Property Authority
In House Distribution
ITEM NO.
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The project site is part of the 800+ acre property known as the Santa Rita Property, owned by the
Alameda County Surplus Property Authority, formerly used for U. S. Anny military activities. All
structures from previous uses have been removed.
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ANAL YSIS:
Procedural Background:
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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 Development Agreement provides
security to the developer that the City will not change its zoning and other laws applicable to the project
for a specified period oftime. Additionally, it is a mechanism for the City to obtain commitments from
the developer that the City might not otherwise be able to obtain. The Development Agreement is one
means the City has to assure that the Specific Plan goal, that new development fund the costs of
infrastructure and service, is met.
City procedure requires that there be three public hearings on Development Agreements. The Planning
Commission, at their meeting of March 23, 1999, reviewed the Development Agreement and
recommended approval to the City Council. That was the first required Public Hearing. The purpose for
the first hearing before the City Council is to consider the elements of the Development Agreement and to
introduce the Ordinance which will approve that agreement.
DEVELOPMENT AGREEMENT:
Attached to this Staff Report is a Development Agreement (Attachment l) between the City of Dublin,
KoIl Development Company LLC and Alameda County Surplus Property Authority. This Development .
Agreement is based on the standard Development Agreement developed by the City Attorney and adopted
by the City Council for Eastern Dublin Projects. In general, the Agreements reflect what has been
determined to be the infrastructure needs for the specific project. These needs are determined based on
submittal of engineering studies and plans.
Tlte Agreement: The City Attorney drafted the proposed Development Agreement with input from City
staff, Koll Development Company, and Alameda County Surplus Property Authority Staff and their
attorneys. The Development Agreement sets forth the agreements between the parties in relation to many
items, including, but not limited to, infrastructure construction and phasing, and the payment of various
required impact fees. ';
The Development Agreement becomes effective for a term of five years from the date it is recorded. 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 Attachment I of the Development Agreement
and are highlighted below:
Infrastructure Construction and Traffic Impact Fees: The City requires that Developers in Eastern
Dublin pay traffic impact fees for certain City wide improvements to the circulation system. Additionally,
fees are charged for certain circulation improvements specific to Eastern Dublin. Developers are also
required to make certain improvements to the circulation system that is required as a result of their .
project. The City determines the direct project impact through a traffic study that is conducted.
Based on the traffic study conducted for Koll Development Company, it was determined that certain
improvements were required to the circulation system as a result of the projected future traffic from the
project. These improvements include:
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-. Widening of Tassajara Road from 1-580 to a transition point north of Dublin Boulevard
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- Bonding for various improvements as listed below:
a. Tassajara Road widening
b. Dublin Boulevard Bridge widening (north side at Tassajara Creek)
c. Signal at entrance to Koll site and Dublin Boulevard
d. Signal at east entrance ofKoll site and Tassajara Road
- Payment for funding deficiencies if determined for the following projects:
a. Dublin Boulevard widening
b. Improvements to the Dougherty Road/Dublin Boulevard Intersection
c. Construction of the 1-580 eastbouna"approach to Hacienda Drive
d. Construction ofthe 1-580 east bound off ramp at TassajaralSanta RitalPimilico Drive
(restriping/left turn lanes).
Other improvements that were identified could be phased and put in as required by traffic warrants or
when other projects come on line. The Agreement sets forth the City, the Koll Company and Alameda
County's understanding in relation to the phasing of infrastructure construction.
Other Infrastructure Improvements: The Development Agreement also provides for the construction of
certain other improvements to serve the project site such as off-site sewer, water, storm drainage and other
utility services as required by the tentative tract map approval.
CONCLUSION:
. The Development Agreement furthers the goals of the General Plan and the Eastern Dublin Specific Plan
by requiring new development to fund the costs of its infrastructure and service. The City of Dublin, the
Koll Company and Alameda County have agreed on the sequencing of infrastructure construction, the
payment of impact fees, as well as other items required by the Eastern Dublin Specific Plan.
RECOMMENDATION:
Staff recommends that the City Council open the Public Hearing, take testimony form staff and the public,
deliberate, waive the first reading and introduce the Ordinance approving the Development Agreement for
Koll Dublin Corporate Center, PA 98-047.
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G:pa 98-047 cc sr apri! 6.doc
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City of Dublin
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VVhen 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
CIrrOF DUBLIN
AND
KOLL DEVELOPMENT COMPANY" LLC
i" AND
THE SURPLUS PROPERTY AUTHORITY
OFTHECOUNTYOF~EDA
FOR THE KOLL DUBLIN CORPORATE CENTER
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TABLE OF CONTENTS
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1. Description of Property. ........................................ 3
2. Interest of Developer. .". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. "Relationship of CITY. COUNTY and DEVELOPER. . . . . . . . . . . . . . . . . . . . 3
4. Effective Date and Term. ........................................ 3
4.1 Effective Date. ........................................... 3
4.2 Term.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5. Use of the Property. ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5.1 Right to Develop ......................................... 3
5.2 Permitted Uses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.3 Additional Conditions ..................................... 4
6. Applicable Rules. Rep;uIations and Official Policies .................... 5
6.1 Rules re Permitted Uses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 .
6.2 Rules re DesiV1 and Construction ........... ~ . . . . . . . . . . . . . . . . 5
6.3 Uniform Codes Applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 .
7. Subsequently Enacted Rules and Regulations. . . . . . . . . . . . . . . . . . . .. . . . . 5
7.1 New Rules and Regulations ............................... ~ . 5
7.2 Approval of Application. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7.3 Moratorium Not Applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
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8. Subsequently Enacted or Revised Fees. Ac;sessments and Taxes. . . . . . . . . . . 6
8.1 Fees. Exactions. Dedications '. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8.2 Revised Application Fees ................................... 7
8.3 NewTaxes.............................................. 7
8.4 Assessments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8.5 Vote on Future Assessments and Fees ......................... 7
9. Amendment or Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9.1 Modification Because of Conflict with State or Federal Laws ....... 7
9.2 Amendment by Mutual Consent ............................. 7
Dublin/Koll Development Company/Alameda
Development Agreement. Koll Corporate Center
Table of Contents. Page i of Hi
March 17, 1999
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9.3 Insubstantial Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9.4 Amendment of Project Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9.5 Cancellation by Mutual Consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
10. Term of Project Approvals ....................................... 8
11. Annual Review. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11. I Review Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11.2 Initiation of Review . . . . . . . . . . . . . . . . . . . . . . . -. . . . . .'. . . '. . . . . . . 9
1 1.3 Staff Reports ............................................ 9
11.4 Costs .................................................. 9
12. Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
12.1 Other Remedies Availabl~ ...............:.................. 9
12.2 Notice and Cure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _' . . . . . . 9
12.3 No Dama~es A~ainst CITY ................................ 10
13. Estoppel Certificate ........................................... 10
14. MortEagee Protection: Certain Rights of Cure ....................... 10
14.1 MortE;agee Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
14.2 Mortgagee Not Obligated. . . . . . . . . . . . . . . . . ~ . . . . . . . . . . . . . . . . 10
14.3 Notice of Default to Mortgagee and EA'tension of Right to Cure " . . 11 .
15. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . : . . . . . . . . '. . . . 11
16. Attorneys' Fees and Costs . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II
17. Transfers and Assignments ./.':................................... 12
17.1 DEVELOPER's Right to Assign. . . . . . . . . . . . . ... . . . . . . . . . . . . . . 12
17.2 Release Upon Transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
17.3 Developer's Right to Retain Specified Rights or Obligations ....... 12
17.4 Permitted Transfer. Purchase or Assignment .,. _. . . . . . . . . . . . . . . 13
18. Agreement Runs with the Land .................................. 13
19. Bankruptcy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
20. Indemnification. .'. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Dublin/Koll Development Company/Alameda
Development Agreement - KoU Corporate Center
Table of Contents - Page ii of iii
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21. Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
21.1 Public Liability and Property Dama~e Insurance .. . . . . . . . . . . . . .. 14
21.2 Workers Compensation Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
21.3 Evidence of Insurance .................................... 15
22. Sewer and Water ............................................. 15
23. Notices ...................................'.......'............15
25. Av-eement is Entire Understanding ............................... 16
26. Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
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27. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
28. Recordation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
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Dublin/Koll Development Company/Alameda
Development Agreement - Koll Corporate Center
Table of Contents - Page ill of iii
March 17, 1999
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- THIS DEVELOPMENT AGREEMENT is made and entered in the City of
Dublin on this 20th day of April, 1999, by and between the CITY OF DUBLIN, a
Munidpal Corporation (hereafter "CITY"), Koll Development Company, LLC, a
limited liability company (hereafter "DEVELOPER") and the Surplus Property
Authority of Alameda County, a public corporation (hereafter "COUNIT') pursuant
to the authority pf ~9 65864 et seq. of the California Government Code- and Dublin
Municipal Code, Chapter 8.56.
RECITALS
A. California Government Code SS 65864 et seq. and Chapter 8.56 of
the Dublin Munidpal Code (hereafter "Chapter 8.56") authorize the CITY to enter
into an Agreement for the development of real property with any person having a
legal or equitable interest in such property in order to establish certain developm.ent
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 Propeny; and
C. The Eastern Dublin Specific Plan requires DEVELOPER to enter
into a development agreement; and
D. DEVELOPER desires to develop and holds legal interest in certain
real propeny consisting of approximately 35 acres of land, located in the City of
Dublin, County of Alameda, State of California, which is more particularly described
in Exhibit A attached hereto and incorporated herein by this reference, and which
real property is hereafter c8:-Iled the "Property"; and
E. DEVELOPER acqGired its interest in the Property from COUNTY
pursuant to a purchase and sale agreement which allocates rights and obligations as .
between COUNTY and DEVELOPER. COUNTY is a party to this Agreement
because COUNTY will dedicate certain land and receive certain credits;
F. DEVELOPER proposes the development of the Property for
corporate center, including four office buildings, a hotel and retail buildings (the
"Project"); and
G. DEVELOPER has applied for, and CITY has approved or is
processing, various land use approvals in connection with the development of the
Dublin/Koll Development Company/Alameda
Development Agreement. Ko11 Corporate Center
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Project, including a PD District rezoning (Ordinance No. 22-98), vesting tentative
map and Site Development Review (Planning Commission Resolution No. 98-51), .
(collectively, together with any approvals or permits now or hereafter issued with
respect to the Project, the "Project Approvals"); and
H. Development of the Property by DEVELOPER may be subject to
certain future discretionary approvals, which, if granted, shall automatically become
part of the Project Approvals as each such approval becomes effective; and
1. CITY desires the timely, efficient, orderly and proper development
of said Project; and
J. The City Council has found that, among other things, this
Development Agreement is consistent with its General Plan and the Eastern Dublin
Specific Plan and has been reviewed and evaluated in accordance 'with Chapter 8.56;
and
K. CITY, COUNTY and DEVELOPER have reached agreement and
desire to 5..-press herein a Development Agreement that will facilitate development of
the Project subject to conditions set forth herein; and
1. Pursuant to the California Environmental Quality Act (CEQA) the .
City has found, pursuant to CEQA Guidelines section 15182, that the Project is
within the scope of the Final Environmental Impact Report for the Eastern Dublin
General Plan Amendment and Specific Plan which was certified by the Council by
Resolution No. 51-93 and the Addenda dated May 4, 1993 and August 22, 1994
(the "EIR") and found that .the EIR was adequate for this Agreement; and
M.
Ordinance No.
took effect on
On April 20; 1999"; the City Council of the City of Dublin adopted
approving this Development Agreement. The ordinance
, 1999.
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:
Dublin/Koll Development Company/Alameda
Development Agreement - Kon Corporate Center
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AGREEMENT
1.
Description of Property.
The Property which is the subject of this Development Agreement is
described in Exhibit A attached hereto ("PrQperty").
2. Interest of Developer.
The DEVELOPER has a legal or equitable interest in the Property.
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 DEVELOPER nor COUNTY 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 upon which this Agreement is signed by CITY.
4.2 Term. The term of this Development Agreement shall
commence on the Effective Date an~,eA'tend five (5) years thereafter, unless said term
is otherwise terminated or modifiediby circwnstances set forth in this Agreement.
5. Use of the Property.
5.1 Rieht to Develop. DEVELOPER shall have the vested
right to develop the Prpject 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.
Dublin/Koll Development Company/Alameda
Development Agreement - Ko11 Corporate Center
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5.2 Permitted Uses. The permitted uses of the Property, the
density and intensity of use, the maximum height, bulk and s~ze of proposed .
buildings, provisions for reservation or dedication of land for public purposes and
location and maintenance of on-site and off-site improvements, location of public
utilities (operated by CITY) and other terms and conditions of development
applicable to the Property, shall be those set forth in this Agreement, the Project
Approvals and any amendments to this Agreement or the Project Approvais.
5.3 Additional Conditions. Provisions for the following
("Additional Conditions") are set forth in Exhibit B attached hereto and incorporated
herein by reference.
5.3.1 Subsequent Discretionary Approvals.
Conditions, terms, restrictions, and requirements for subsequent
discretionary actions. (These conditions do not affect
DEVELOPER's responsibility to obtain all other land use approyals
required by the ordinances of the City of Dublin.)
Not Applicable
5.3.2 Mitigation Conditions. Additional or modified
conditions agreed upon by the parties in order to eliminate or .
mitigate adverse environmental impacts of the Project or otheI\'\'ise
relating to development of the Project.
See Exhibit B
5.3.3 Phasing. Timing. Provisions that the Project be
constructed in specified phases, that construction shall commence
within a specified time, and that the Project or any phase thereof be
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completed within a specified time.
See Exhibit B
5.3.4 Financing Plan. Financial plans which identify
necessary capital improvements such as streets and utilities and
sourq:s of funding.
See Exhibit B
5.3.5 Fees. Dedications. Terms relating to payment of
fees or dedication of property.
See Exhibit B
Dublin/ICon Development Company/Alameda
Development Agreement - ICon Corporate Center
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5.3.6 Reimbursement. Terms relating to subsequent
reimbursement over time for financing of necessary public facilities.
See Exhibit B
5.3.7 Miscellaneous. Miscellaneous terms.
See Exhibit B
6. Applicable Rules. Regulations and Official Policies.
6.1 Rules re Permitted Uses. For the term of this Agreement,
the City's ordinances, resolutions, rules, regulations and official policies governing the
permitted uses of the Property, governing density and intensity of use of the Property
and the maximum height, bulk and size of proposed buildings shall be those in force
and effect on the effective date of this Agreement.
6.2 Rules re Design and Construction. Unless othervvise
eA-pressly provided in Paragraph 5 of this Agreement, the ordinances, resolutions,
rules, regulations and official polides 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. In the
event of a conflict between such ordinances, resolutions, rules, regulations and official
policies and the Project Approvals, the Project Approvals shall prevail.
Ordinances, resolutions, rules, regulations and official policies
governing design, improvement and construction standards and specifications
applicable to public improvements to be constructed by Developer shall be those in
force and effect at the tim~ of the applicable permit approval for the public
improvement.
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6.3 Uniform Codes Applicable. Unless eA-pressly provided in
Paragraph 5 of this Agreement, the Project shall be constructed in accordance 'with
the provisions of the Uniform Building, Mechanical, Plumbing, Electrical and Fire
Codes and Title 24 of the California Code of Regulations, relating to Building
Standards, in effect at .the time of approval of the appropriate building, grading, or
other construction permits for the Project.
7. Subsequently Enacted Rules and Regulations.
7.1 New Rules and Regulations. During the term of this
Dublin/Ko11 Development Company/Alameda
Development Agreement. Ko11 Corporate Center
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Agreement, the CITY may apply new or modified ordinances, resolutions, rules,
regulations and official policies of the CITY to the Property which were not in force .
and effect on the effective date of this Agreement"and which are not in conflict with
those applicable to the Property as set forth in this Agreement and the Project
Approvals if: (a) the application of such new or modified ordinances, resolutions,
rules, regulations or official policie~ would not prevent, impose a substantial financial
burden on, or materially delay development of the Property as contemplated by this
Agreement and the Project Approvals and (b) if such ordinances, resolutions, rules,
regulations or official policies have general applicability.
7.2 Approval of Application. Nothing in this Agreement shall
prevent the CITY from denying or conditionally approving any subsequent land use
permit or authorization for the Project on the basis of such new or modified
ordinances, resolutions, r:ules, regulations and policies except that such subsequent
actions shall be subject to any conditions, terms, restrictions, and requirements
eA'}Jressly set fonh herein.
7.3 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 othervvise, 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 of a declaration of a local-emergency or state
of emergency as defined in Government Code ~ 8558.
8. Subsequel!tly Enacted or Revised Fees. A"sessments and Taxes.
8.1 Fees. Exattions. Dedications. CITY and DEVELOPER
agree that the fees payable and exactions required in connection with the
development of the Project Approvals for 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 the Project Approvals and in this
Agreement (including Exhibit B). The CITY shall not impose or require payment of
any other fees, dedications of land, or construction of any public improvement or
facilities, shall not increase or accelerate existing fees, dedications of land or
construction of public improvements, in connection with any subsequent
discretionary approval for the Property, except as set forth in the Project Approvals
and this Agreement (including Exhibit B, subparagraph 5.3.5).
Dublin/Ko11 Development Company/Alameda
Development Agreement ~ Ko11 Corporate Center
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8.2 Revised Application Fees. Any existing application,
processing and inspection fees that are revised during the term of this Agreement
shall apply to the Project provided that (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. By so
agreeing, DEVELOPER does not waive its rights to challenge the legality of any such
application, processing and/or inspection fees.
8.3 New Taxes. Any subsequently enacted city-wide taxes shall'
apply to the Project provided that: (I) 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. By so agreeing. DEVELOPER does not waive its
rights to challenge the legality of any such taxes. .
8.4 Assessments. Nothing herein shall be construed to relieve
the Propert)' from assessments levied against it by crn pursuant to any statutory
procedure for the assessment of property to pay for infrastructure and/or services
which benefit the Property.
8.5 Vote on Future Assessments and Fees. In the event that
any assessment, fee or charge which is applicable to the Property is subject to Article
XHID of the Constitution and DEVELOPER does not return its ballot, DEVELOPER
agrees, on behalf of itself and its successors, that CIn may count DEVELOPER's
ballot as affirmatively voting in favor of such assessment, fee or charge.
9. Amendment or Cancellation.
9.1 Modification Because of Conflict with State or Federal
Laws. In the event that state or fed'erallaws 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 confer in good faith in a reasonable attempt to modify this
Agreement to comply with such federal or state law or regulation. Any such
amendment or suspension of the Agreement shall be approved by the City Council in
accordance vdth Chapter 8.56.
9.2 Amendment by Mutual Consent. This Agreement may be
amended in vvriting from time to time by mutual consent of the parties hereto and in
accordance ,vith the procedures of State law and Chapter 8.56.
Dublin/Ko11 Development Company/Alameda
Development Agreement. Ko11 Corporate Center
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9.3 Insubstantial Amendments. Notwithstanding the
provisions of the preceding section 9.2, any amendments to this Agreement which do
not relate to (a) the term of the Agreement as provided in section 4.2; (b) the
permitted uses of the Property as provided in section 5.2; (c) provisions for
"significant" reservation or dedication ofland as provided in Exhibit B; (d) conditions,
terms, restrictions or requirements for subsequent discretion4I)' actions; (e) the
density or intensity of use of the Project; (f) the maximum height or size of proposed
buildings; or (g) monetary contributions by DEVELOPER as provided in this
Agreement, shall not, except to the extent otherwise required' by law, require notice or
public hearing before either the Planning Commission or the City Council before the
parties may execute an amendment hereto. CITY's Public Works Director shall
determine whether a reservation or dedication is "significant".
9.4 Amendment of Projec~ Approvals. Any amendment of
Project Approvals relating to: (a) the permitted use of the Property; (b) provision for
reservation or dedication of land; (c) conditions, terms, restrictions or requirements
for subsequent discretionary actions; (d) the density or intensity of use of the Project;
(e) the maximum height or size of proposed buildings; (f) monetary contributions by
the DEVELOPER; or (g) public improvements to be constructed by DEVELOPER
shall require an amendment of this Agreement. Such amendment shall be limited to
those provisions of this Agreement which are implicated by the amendment of the
Project Approval. Any other amendment of the Project Approvals, or any of them,
shall not require amendment of this Agreement unless the amendment of the Project
Approval(s) relates specifically to some provision of this Agreement. '
9.5 Cancellation by Mutual Consent. Except as otherwise
permitted herein, this Agre~ment may be canceled in whole or in part only by the
- mutual consent of the parties or th~ir successors in interest, in 'accordance with the
provisions of Chapter 8.56. Any fe~s paid pursuant to Paragraph 5.3 and Exhibit B
of this Agreement prior to the date of cancellation shall be retained by CITY.
10. Term of Project Approvals.
Purs~ant to California Government Code Section 66452.6(a), the
term of the tentative map described in Recital G above shall automatically be
eA'tended for the term of this Agreement. The term of any other Project Approval
shall be extended only if so provided in Exhibit B.
Dublin/Koll Development Company/Alameda
Development Agreement. Ko11 Corporate Center
Page 8 of 18
March 17, 1999
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11. Annual Review.
11.1 Review Date. The armual review date for this Agreement
shall be August 15,2001 and each August 15 thereafter.
11.2 Initiation of Review. The CrITs Community
Development Direttor shall initiate the annual review, as required under Section
8.56.140 of Chapter 8.56, by giying to DEVELOPER thirty (30) days' written notice
that the CITY intends to undertake such review. DEVELOPER shall provide
evidence to the Community Development Director prior to the hearing on the annual
review, as and when reasonably determined necessary by the Community
Development Director, to demonstrate good faith compliance with the provisions of
the Development Agreement. The burden of proof by substantial evidence of
compliance is upon the DEVELOPER
11.3 Staff Reports. To the e).'tent practical, CITY shall deposit
in the mail and fax to DEVELOPER a copy of all staff reports, and related exhibits
concerning contract performance at least five (5) 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 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 partie~ 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, expresslyiincluding 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
within thirty (30) days after service of 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 carmot be cured \\rithin 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
Dublin/Koll Development Company/Alameda
Development Agreement - Koll Corporate Center
Page 9 of 18
March 17. 1999
/'1 ~' 3'1
(30) day period and diligently pursues such cure to completion. Failure to give notice
shall not constitute a waiver of any default. .
12.3 No Damages Against CITY. In no event shall damages be
awarded against CITY upon an event of default or upon termination of this
Agreement.
13. Estoppel Certificate.
Any party may, at any time, and from time to time, request written
notice from the other party requesting such party to certify in writing that, (a) this
Agreement is in full force and effect and a binding obligation of the parties, (b) this
Agreement has not been amended or modified either orally or in writing, or if so
amended, identifying the amendments, and (c) to the knowledge of.the certifying
party the requesting party is not in default in the performance of its obligations under
this Agreement, or if in default, to describe therein the nature and amount of any
such defaults. A party receiving a request hereunder shall execute and return such
certificate within thirty (30) days following the receipt thereof, or such longer period
as may reasonably be agreed to by the parties. City Manager of City shall be
authorized to execute any certificate requested by DEVELOPER or COUNTY.
Should the party receiving the request not execute and return such certificate v.rithin
the applicable period, this shall not be deemed to be a default, provided that such
party shall be deemed to have certified that the statements in clauses (a) through (c)
of this section are true, and any party may rely on such deemed certification.
.
14. Mortgagee Protection: Certain Ri~hts of Cure.
14.1 Mortgagee Protection. This Agreement shall be superior
and senior to any lien placed upon ilie Property, or any portion thereof after the date
of recording this Agreement, including the lien for any deed of trust or mortgage
("Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat, render
invalid, diminish or impair the lien of any Mortgage made in good faith and for value,
but all the terms and conditions contained in this Agreement shall be binding upon
and effective against a.11y person or entity, including any deed of trust beneficiary or
mortgagee ("Mortgagee") who acquires title to the Property, or any portion thereof,
by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise.
14.2 Mortgagee Not Oblir;ated. Notwithstanding the provisions
of Section 14.1 above, no Mortgagee shall have any obligation or duty under this
Dublin/Koll Development Company/Alameda
Development Agreement. Koll Corporate Center
Page 10 of 18
March 17, 1999
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Agreement, before or after foreclosure or a deed in lieu of foreclosure, to construct or
complete the construction of improvements, or to guarantee such construction of
improvements, or to guarantee such construction or completion, or to pay, perform or
provide any fee, dedication, improvements or other exaction or imposition; provided,
however, that a Mortgagee shall not be entitled to devote the 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 Mort~agee and E)."tension of RiEht to
Cure. If CITY receives notice from a Mortgagee requesting a copy of any notice of
default given DEVELOPER hereunder and specifying the address for service thereof,
then CITY shall deliver to such Mortgagee, concurrently with service thereon to
DEVELOPER, any notice given to DEVELOPER with respect to any claim by eITI
that DEVELOPER has committed an event of default. Each Mortgagee shall have
the right during the same period available to DEVELOPER to cure or remedy, or to
commence to cure or remedy, the event of default claimed set forth in the CITY's
notice. CITY, through its City Manager, may e:>.."tend the thirty-day cure period
provided in section 12.2 for not more than an additional SD..'ty (60) days upon request
of DEVELOPER or a Mortgagee.
15. Severabilitv.
The unenforceability, invalidity or illegality of any provisions,
covenant, condition or term of this Agreement shall not render the other provisions
unenforceable, invalid or illegal.
16. Attornevs' Fees and Costs.
If CITY, COUNTY'~r 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 qf any provision of this Agreement or the Project Approvals, the
parties shall cooperate in defending such action. DEVELOPER and COUNTY shall
bear their own costs of defense as a real party in interest in any such action, and
DEVELOPER shall reimburse CITY for all reasonable court costs and attorneys' fees
eA-pended by CITY in defense of any such action or other proceeding.
Dublin/Koll Development Company/Alameda
Development Agreement - Koll Corporate Center
Page 11 of 18
March 17. 1999
16 ~ '3 cr.
17. Transfers and Assignments.
.
17.1 DEVELOPER's Right to Assign. All of DEVELOPER'S
rights, in~erests and obligations hereunder may be transferred, sold or assigned in
conjunction "..rith the transfer, sale, or assignment of all of the Property subject hereto
at any time during the terD:\ of this Agreement, provided that no transfer, sale or
assignment of DEVELOPER's rights, interests and obligations herennder shall occur
without the prior written notice to CrN.and approval by the City Manager, v\'hich
approval shall not be unreasonably withheld or delayed. The City Manager shall
consider and decide the matter V\rithin 10 working days after DEVELOPER's notice
provided and receipt by City Manager of all necessary documents, certifications and
other information required by City Manager to decide the matter. The City
Manager's approval shall be for the purposes of: a) providing notice to CITY; b)
assuring that all obligations of DEVELOPER are allocated as between DEVELOPER
and the proposed purchaser, transferee or assignee; and c) assuring CITY that the
proposed purchaser, transferee or assignee is capable of performing the
DEVELOPER's obligations herennder not withheld by DEVELOPER pursuant to
section I 7.3.
17.2 Release Upon Transfer. Upon the transfer, sale, or
assignment of all of DEVELOPER's rights, interests and obligations hereunder .
pursuant to section 17.1 of this Agreement, DEVELOPER shall be released from the
obligations under this Agreement, V\rith respect to the Property transferred, sold, or
assigned, arising subsequent to the date of City Manager approval of such transfer,
sale, or assignment; provided, however, that if any transferee, purchaser, or assignee
approved by the City Manager eAl'ressly assumes all of the rights, interests and
obligations of DEVELOPEF- under this Agreement, DEVELOPER shall be released
V\rith respect to all such rights, inten~~ts and assumed obligations. In any event, the
transferee, purchaser, or assignee sh~l be subject to all the provisions hereof and shall
provide all necessary documents, certifications and other necessary information prior
to City Manager approval.
17.3 Developer's Right to Retain Specified Rights or
Obligations. Notwiths..tanding sections 17.1 and 17.2 and section 18, DEVELOPER
may V\rithhold from a sale, transfer or assignment of this Agreement certain rights,
interests and/or obligations which DEVELOPER shall retain, provided that
DEVELOPER specifies such rights, interests and/or obligations in a written document
to be appended to this Agreement and recorded with the Alameda County Recorder
prior to the sale, transfer or assignment of the Property. DEVELOPER's purchaser,
Dublin!lColl Development Company/Alameda
Development Agreement - !Coll Corporate Center
Page 12 of 18
March 17, 1999
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19 ""6 3~
transferee or assignee shall then have no interest or obligations for such rights,
interests and obligations and this Agreement shall remain applicable to DEVELOPER
\~th respect to such retained rights, interests and/or obligations.
17.4 Permitted Transfer. Purchase or AssiVlment. The sale or
other transfer of any interest in the Property to a purchaser ("Purchaser") pursuant to
the exercise of any right or remedy under a deed of trust encumbering
DEVE~OPER'S interest in the Property shall not require City Manager approval
pursuant to the provision of paragraph 17.1. Any subsequent transfer, sale or
assignment by the Purchaser to a subsequent transferee, purchaser, or assignee shall
be subject to the provisions of paragraph 17.1.
18. Av-eement 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 tl,1erein, 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 \vith
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.
DEVELOPER agrees to indemnify, defend and hold harmless CIIT,
and its elected and appointed councils, boards, commissions, officers, agents, .
employees, and representatives from any and all claims, costs (including legal fees and
Dublin/IColl Development Company/Alameda
Development Agreement - IColl Corporate Center
Page 13 of 18
March 17, 1999
/$ e( :)1;
costs) and liability for any personal injury or property damage which may arise
directly or indirectly as a result of any actions or inactions by the DEVELOPER, or
any actions or inactions of DEVELOPER's contractors, subcontractors, agents, or
employees in connection with the construction, improvement, operation, or
maintenance of the Project, provided that DEVELOPER shall have no
indemnification obligation with respect to negligence or wrongful conduct of CITY,
its contractors, subcontractors, agents or employees or with respect to the
maintenance, use or condition of any improvement after the time it has been
dedicated to and accepted by the CITY or another public entity (except as provided
in an improvement agreement or maintenance bond).
COUNTY agrees to indemnify, defend and hold harmless CITY, and its
elected and appointed councils, boards, commissions, officers, agents, employees, and
representatives from any and all claims, costs (including legal fees and costs) and
liability for any personal injury or property damage which may arise directly or
indirectly as a result of any actions or inactions by the COUNTY, or any actions or
inactions of COUNTY's contractors, subcontractors, agents, or employees in
connection with the construction, improvement, operation, or maintenance of the
Project, provided that COUNTY shall have no indemnification obligation 'with
respect to negligence or wrongful conduct of CITY, its contractors, subcontractors,
agents or employees or with respect to the maintenance, use or condition of any
improvement after the time it has been dedicated to and accepted by the CITY or
another public entity (except as provided in an improvement agreement or
maintenance bond).
21. Insurance.
21.1 Public Liapility and Property Damage Insurance. At all
times that DEVELOPER is constructing any improvements that will become public
improvements, DEVELOPER shall maintain in effect a policy of comprehensive
general liability insurance with a per-occurrence combined single limit of not less than
one million dollars ($1,000,000.00) and a deductible of not more than ten thousand
dollars ($10,000.00) per claim. The policy so maintained by DEVELOPER shall
name the CITY as an additional insured and shall include either a severability of
interest clause or cross-liability endorsement.
21.2 Workers Compensation Insurance. At all times that
DEVELOPER is constructing any improvements that will become public
improvements, DEVELOPER shall maintain Worker's Compensation insurance for all
Dublin/Koll Development Company/Alameda
Development Agreement. Koll Corporate Center
Page 14 of 18
March 17. 1999
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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 agrees to
indemnify the City for any damage resulting from DEVELOPER's failure to maintain
any such insurance.
21.3 Evidence of Insurance. Prior to commencement of
construction of any improvements which v.rill become public improvements,
DEVELOPER shall furnish CITY satisfactory evidence of the insurance required in
Sections 21.1 and 21.2 and evidence that the carrier is required to give the CITY at
least fifteen days prior written notice of the cancellation or reduction in coverage of a
policy. The insurance shall ex'tend to the CITY, its elective and appointive boards,
commissions, officers, agents, employees and representatives and to DEVELOPER
. performing work on the Project.
22. Sewer and Water.
DEVELOPER acknowledges that it must obtain water and se\ver
permits from the Dublin San Ramon Services District ("DSRSD") which is another
public agency not within the control of CITY.
23. Notices.
All notices required or provided for under this Agreement shall be in
writing. Notices required to be given to CITY shall be addressed as follows:
City Man~ger
City of Dublin
P.O. Box 2340 i"
Dublin, CA 94568
Notices required to be given to COUNTY shall be addressed as follows:
Patrick Cashman
Proj ect Director
Surplus Property Authority of Alameda County
225 W. Winton Avenue, Room 151
Hayward, CA. 94544
and
DubHn/Ko11 Development Company/Alameda
Development Agreement - Ko11 Corporate Center
Page 15 of 18
March 17, 1999
;<0 ~ J;Fj
Adolph Martinelli
Director of Planning
County of Alameda
399 Elmhurst Street
Hayward, CA 94544
.
Notice required to be given to DEVELOPER shall be addressed as follows:
Jonathan Winslow, Vice President
IColl Development Company, LLC
4125 Blackhawk Plaza Circle, Suite 200
Danville, CA 94506
A party may change address by giving notice in writing to the other party and
thereafter all notices shall be addressed and transmitted to the new address. Notices
shall be deemed given and received upon personal delivery, or if mailed, upon the
eA-piration of 48 hours after being deposited in the United States Mail. Notices may
also be given by overnight courier which shall be deemed given the following day or
by facsimile transmission which shall be deemed given upon verification of receipt.
24. Recitals.
.
The foregoing Recitals are true and correct and are made a part
hereof.
25.
Agreement is Entire Understanding.
of the parties.
This Agreement co:rstitutes the entire understanding and agreement
;
26.
Exhibits.
The following documents are referred to in this Agreement and are
attached hereto and incorporated herein as though set forth in full:
Exhibit A Legal Description of Property
Exhibit B Additional Conditions
Dublin/Koll Development Company/Alameda
Development Agreement - Koll Corporate Center
Page 16 of 18
March 17. 1999
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27. Counterparts.
This Agreement is executed in three (3) duplicate originals, each of
which is deemed to be an original.
28. Recordation.
CITY shall record a copy of this Agreement v\rithin .ten days
following execution by all parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date and year first above written.
CITY OF DUBLIN:
By:
Mayor
Date:
Attest:
By:
City Clerk
Date:
Approved as to Form:
,.. ;'
City Attorney
SURPLUS PROPERTY AUTHORITY
OF ALAMEDA COUNTY:
Date:
Adolph Martinelli
Its Manager
Dublin/Koll Development Company/Alameda
Development Agreement - Koll Corporate Center
Page 17 of 18
March 17, 1999
:<)- crt ''3i .
Approved as to Form:
.
Attorney for Surplus Property
Authority of the County of Alameda
KOLL DEVELOPMENT COMPANY, LLC
Michael G. Parker
Senior Vice President
(NOTARIZATION ATTACHED)
.
i "
EHS;rja
J ;\\-\'PD\MNRSW\114\117\AGREE\KOLL_ OA.31 7
Dublin/Koll Development Company/Alameda
Development Agreement - Ko11 Corporate Center
Page 18 of 18
March 17, 1999
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State of California )
) ss.
County of Alameda )
On
before me, a Notary Public,
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in hislher/their
authorized capacity(ies), and that by hislher/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed
.
the instrument.
WITNESS my hand and official seal.
NOTARY PUBLIC
,: I'
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'; '.. ,
rI. 'I ~ 3'1
Urian Kangas Foulk
Engineers . Surveyors . Planners
February 11, 1999
BKF Project No. 940158-14
PROPERTY DESCRIPTION
(KOLL DEVELOPMENT SITE)
T
ALL that certain real property situate in the City of Dublin, County of Alameda, State of Califomia,
and described as foUows: 1
r."! .
Parcel 4 as shown on that certain map entitled "PARCEL MAP NO, 7250, SANTA RlT A
PROPERTY", filed December 23, 1998 in Book 243 of Parcels Maps at Pages 74.through 81,
inclusive, in the Office of the Recorder of Alameda County, State of California.
A plat showing the above described property is attached hereto and made a part hereof as Exhibit
"B".
This description was prepared for Brian Kangas Foulk.
By:
Dated:
'~//l11Y
.l
/
t; \su/94194U J 58.5U\dcscriptltoll.silc......pd
- '.... \
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2737 North Main Street. Suite 200 . Walnut Creek.. CA 94596.2714 . /Q7>;\ Olln.,?nn - C^v tr,.,,,, ,,,,., MM
.
.
.
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REMAINDER PARCEL
243 P.M. 74
DUBLIN BOULEVARD
N 01'4'17" E
9.00'
N47"02'1S"E 46.05'
N8S"45'43"W
267.06'
N S7"27'32" W (R)
6. "" 37"42'09"
R "" 236.00' .
L "" 1 55.30'
N 35"09'4'" W
'9.'1'
6. "" 32"56" 0"
R =, .340.00'
L ",,' 1'95.45'
11" "
PCL.
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PARCEL 3
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)-
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6. "" 49"27'30"
R "" 32.00'
L = 27.62'
N 38'8'59" E (PRC)
6. = 139"27'30"
R "" 68.00'
L = '65.51'
(R)
N 02"13'31" W
, 04.33'
212.07'
N 89"38'09" W
. .
e .
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:"
Brian Kangas FoUlk
Engin....rs . Surv"yors . Plonners
N 88"45'43" W
332.30'
N88"4S' 43"W
243.03'
N 01"'4"7" E
9.00'
PARCEL 4
PARCEL MAP 7250
243 P.M. 74
33.342 AC. +
"
N 88"33'23" E 502.72'
N 74"29"4" E
91.33'
HIGHWAY ROUTE 580
Sub j ect
2737 North Moin Street
Suite 200
Walnut Creek, CA 94596
925/940-2200
925/940-2299 (FAX)
Job No.
Sy MLM
0<:; Sr
5132 O.R. 1
AB 65698
N 01'4"7" E
21.00'
N 88"45'43" W 401.99'
N 43"46"8" W
31.15'
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6. "" 82'9'55"
R = 352.03'
L = 505.85'
:E
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PLAT TO ACCOMPANY
PROPERTY DESCRIPTION
940158-14
Dote 02/11/99 Chkd. PAK
SHEET 1 OF 1
:::
Jb ~.!;r .
EXHIBIT B
Additional Conditions
.
The following Additional Conditions are hereby imposed pursuant to
Paragraph 5.3 above.
Subparagraph 5.3. I -- Subsequent Discretionary Approvals
None.
Subparagraph 5.3.2 d Mitigation Conditions
Subsection a.
Infrastructure Sequencing Program
The Infrastructure Sequencing Program for the Project is set forth belo'w.
(i) Roads:
The project-specific roadway improvements (and offers of dedication)
desclibed below and those identified in Resolution No. 98-5 I of the Planning .
Commission Approving the Vesting Tentative Map and Site Development Revie"r
shall be completed by DEVELOPER to the satisfaction of the Public Works Director
at the times and in the manner specified in Resolution No. 98-51 unless otherwise
provided below. All such roadway improvements shall be constructed to the
satisfaction and requirements of CITI's Public Works Director.
.
A. Tassajara Road (Condition 6.3)
i I
The improvements required by Condition No. 6.3 of Resolution No.
98-51 shall be revised to read as follows:
"6.3. Tassajara Road Improvements. If not constructed by a
previous development, ApplicantlDeveloper shall widen Tassajara
Road from 1-580 to a transition north of Dublin Boulevard in
accordance with the Precise Plans for Eastern Dublin Santa Rita
Area prepared for the Surplus Property Authority by Brian
Kangas Foulk (dated July 30, 1998 or as updated ["Precise
,Plans"]). Improvements shall consist of two (2) 12' wide
Dublin! Koll Development CompanyJAlameda
Development Agreement - Koll Corporate Center - Exhibit B
Page I of II
March 17, 1999
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southbound through lanes, one (I) 20' wide southbound through
lane, two (2) 12' northbound through lanes, a 12' wide shoulder,
two 12' northbound 300' left-turn pockets 'with 120' transitions.
Work shall also include relocation and/or modification of existing
traffic signals at the intersection as needed for the widening."
B. Miscellaneous
The obligations of Condition Nos. 6.3,6.5,6.6,6.7,6.8,6.9,6.10,
6.14 and 6.15 of Resolution No. 98-51 and any other conditions of such resolution
which are to be completed 'when determined necessary by the Public Works
Director" (liThe Deferred Conditions") shall be of no force or effect until
DEVELOPER records a final map or building permit (whichever comes first) for the
J;roject. Once effective, such obligations shall survive termination of this Agreement.
Within sb.:ty (60) days of the Effective Date, DEVELOPER (for (1)
below) and COl.JNTY (for (2) below) shall provide CITY with security for the COStS
of design and construction of The Deferred Conditions in an amount satisfactory to
the Public Works Director. The security shall be as follows:
(1) Improvement Av-eements and Bonds
. Condition 6.3 [Widen Tassajara Road, 1-580 to Dublin
Boulevard]
Improvement agreement and a security bond as
provided in s5.3.2(b) (ii) and (iii), no later than
recor~ation of final map or building permit (whichever
corne's 'first);
. Condition 6.7 [Left Turn Lane/Iiacienda Drive/Hacienda
Crossing]
None required.
. Condition 6.10 [Dublin Boulevard bridge on north side]
Improvement agreement and security bond as provided
in 5.3.2(b )(ii) and (hi) no later than recordation of a
Dublin! Ko11 Development CompanyJAlameda
Development Agreement -- Ko11 Corporate Center - Exhibit B
Page 2 of 11
March 17, 1999
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final map or building permit (whichever comes first);
.
. Condition 6.12 [Signal at entrance to Ko11 site from
Dublin Boulevard]
Improvement agreement and security bond as provided
in 5.3.2(b)(ii) and (iii) no later than recordation of a
final map or building permit (whichever comes first);
and
. Condition 6. I 3 [Signal at east entrance to project from
Tassajara Road]
.
Improvement agreement and security bond as provided
in 5.3.2(b )(ii) and (iii) no later than recordation of a
final map or building permit (whichever comes first.
(2) Payments for Projects
. Condition 6.5 [Widen Dublin Boulevard to 4 lanes,
Dougherty Road to SP ROW]
.
A payment to CITY in cash in the amount of the
deficiency, if any. between funds available to CITY for
CIP Project #9689 ['widen Dublin Boulevard to 4
lanes, Dougherty Road to SP ROW] and the cost of
such project. such payment to be made within 30 days
of written notice from the Public Works Director to be
given following bid opening;
. Condition 6.6 [Dougherty Road/Dublin Blvd.
Intersection]
A payment to CITY in cash in the amount of the
deficiency, if any, between funds available to CITY for
CIP Project #9689 [Dougherty Road/Dublin Blvd.
Intersection] and the cost of such project, such
payment to be made within 30 days of written notice
Dublin! Koll Development CompanyJAlameda
Development Agreement ~~ Koll Corporate Center. Exhibit B
Page 3 of 11
March 17, 1999
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2i5[f 2/
from the Public Works Director to be given follmving
bid opening;
.
Condition 6.8 [1-580 EB approach to Hacienda Drive]
A payment to CITY in cash in the amount of the
deficiency, if any, between funds available to CITY to
const~ct the 1-580 EB approach to Hacienda Drive
improvements and the cost of such project, such
payment to be made within 30 days of written notice
from the Public Works Director to be given follovving
bid opening;
.. Condition 6.14 [EB offramp at Tassajara/Santa Rita,
Pimlico Drive]
A payment to CITY in cash in the amount of the
deficiency, if any, between funds available to CITY to
construct the EB offramp at Tassajara/Santa Rita,
Pimlico Drive improvements (restripinglleft turn lane)
and the cost of such project, such payment to be made
within 30 days of \"ritten notice from the Public
Works Director to be given following bid opening;
DEVELOPER and COUNTY shall be responsible for transitioning
existing improvements to 1llatch improvements required by this Agreement, induding
dedications, to the satisfaction of the CITY's Public Works Director.
i II
(ii) Sewer
All sanitary sewer improvements to serve the project site (or any
recorded phase of the Project) shall be completed in accordance with the tentative
subdivision map and DSRSD requirements.
(iii) Water
An all weather roadway and an approved hydrant and water supply
system shall be available and in service at the site in accordance with the tentative
Dublin! Koll Development CompanyJAlameda
Development Agreement -- Koll Corporate Center. Exhibit B
Page 4 of II
March 17, 1999
36 '6::3 i.
subdivision map to the satisfaction and requirements of the CITY's fire department.
.
All potable water system components to serve the project site (or any
recorded phase of the Project) shall be completed in accordance with the tentative
subdivision map and DSRSD requirements.
Recycled water lines shall be installed in accordance 'with the tentative
subdivi~ion map.
(iv) Storm Drainage
Prior to issuance of the first Certificate of Occupancy for any building
which is part of the Project, the storm drainage systems off site, as well as on site
drainage systems to the areas to be occupied, shall be improved to the satisfaction
and requirements of the Dublin Public Works Department applying CIITs 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. .As used herein,
"Drainage Plan n shall refer to CITY's master drainage plan.
.
(v) Other Utilities (e.g. gas. electricity. cable televisions. telephone)
Construction of other utilities shall be complete by phased prior to
issuance of the first Certifi<;:ate of Occupancy for any building within that specific
phase of occupancy.' .1
;
Subsection b.
Miscellaneous
(i) Completion May be Deferred.
Notwitl:).standing 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 or COUNTY
to defer completion of discrete portions of any of the public improvements required
for the Project until after issuance of Certificate of Occupancy for the first building
for the Project if the Public Works Director determines that to do so would not
Dublin! Koll Development CompanyJAlameda
Development Agreement -- Koll Corporate Center. Exhibit B
Page 5 of II
March 17, 1999
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31 ~ '!J'
. jeopardize the public health, safety or welfare.
(ii) Improvement Agreement
Prior to constructing the Improvements described in Subparagraph
5.3.2(a)(i)(A) and (B)(l) above, DEVELOPER 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 such improvements shall be constructed in accordance ,~ith
City's standards and policies which are in force and effect at the time of issuance of
the permit for the proposed improvements including, but not limited to, "Precise
Plans",
(iii) Bonds
.
Prior to execution of the Improvement Agreement, DEVELOPER or
COUNTY (or its assignee) shall provide a cash monument bond, a performance bond
and labor and materials bond or other adequate security to insure that the
Improvements described in Subparagraph 5.3.2(a)(i)(A) and (B)(l) above (including
The Deferred Conditions) will be constructed prior to the times specified above. The
performance bond or other security shall be in an amount equal to 100% of the
engineer's estimate of the cost to construct the improvements (including design,
engineering, administration, and inspection) and the labor and materials bond shall
be in an amount equal to 50% of the engineer's estimate. The bonds shall be vvritten
by a surety licensed to conduct business in the State of California and approved by
CITY's City ~1anager.
(iv) Right to Construct Additional Road Improvements
,
.
With the prior written consent of CITY's Public Works Director,
DEVELOPER or COUNTY may construct roadway improvements which are not
described in this Exhibit B if such improvements are described in the resolution
establishing the Eastern Dublin Traffic Impact Fee and if such improvements are
constructed in their ultimate location.
DEVELOPER or COUNTY shall be required to enter into an
Improvement Agreement and provide bonds for such improvements, as provided in
Subsection (b)(ii) and (iii) above, prior to construction. CITY shall provide a credit
to DEVELOPER or COUNTY for the cost of such improvements in the manner and
.
Dublin! Ko11 Development CompanyJAlameda
Development Agreement -- Ko11 Corporate Center - Exhibit B
Page 6 of 11
March 17. 1999
J~ ~ .j1
subject to the conditions provided in Subparagraph 5.3.6, Subsections (a), (b) and .
(c).
(v) Landscaping Along 1-580 Frontage
No later than issuance of the first Certificate of Occupancy,
DEVELOPER will install landscaping along the frontage of the Property adjacent to 1-
580. . Such landscaping will be installed within the Caltrans"right-of-way and will be
as approved by CITY and, if necessary, by Caltrans. Following installation' of the
landscaping, CITY will enter into an agreement with Caltrans for maintenance of the
landscaping, and DEVELOPER will enter into an agreement with CITY
simultaneously whereby DEVELOPER will satisfy CITY's maintenance obligation
pursuant to CITY's agreement with Caltrans.
Subpara?:raph 5.3.3 -- Phasing. Timing
With the exception of the road improvements described in Subparagraph
5.3.2(a)(i), this Agreement contains no requirements that DEVELOPER must initiate
or complete development of the Project ,'Vithin any period of time set by CITY. It is
the intention of this provision that DEVELOPER be able to develop the Property in
accordance vvith its own time schedules and the Project Approvals. .
Subparagraph 5.3.4 -- Financing Plan'
DEVELOPER will install all street improvements necessary for the Project
at its own cost (subject to credits for certain improvements as provided in
Subparagraph 5.3.6 below):
Other infrastructure nece's~ry to provide sewer, potable water, and recycled
water services to the Project will be made available by the Dublin San Ramon
Services District. COUNTY has entered into an "Area Wide Facilities Agreement"
with the Dublin San Ramon Services District to pay for the cost of e>..'tending such
services to the Project. Such services shall be provided as set forth in Subparagraph
5.3.2(a)(ii) and (iii) ab.ove.
Dublin! Ko11 Development CompanyJAlameda
Development Agreement -- Ko11 Corporate Center. Exhibit B
Page 7 of 11,March 17, 1999
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33 ,0 5'7
Subparagraph 5.3.5 ~~ Fees. Dedications
Subsection a.
Traffic Impact Fees.
DEVELOPER shall pay all traffic impact fees applicable to the Project
which are in effect at the time of issuance of any building permit for the Project.
Such fees include the Traffic Impact Fee for Eastern Dublin established by Resolution
No. 41-96, including arty future amendments to such fee.
DEVELOPER, COUNTY and CITY acknowledge that COUNTY is entitled
to certain credits ("1991 Credits") against payment of the Traffic Impact Fee for
Eastern Dublin by separate agreements previously entered into ben:veen COUNTY
and CITY in 1991. COUNTY is also entitled to certain other credits ("Prior
Agreement Credits") against payment of the Traffic Impact Fee for Eastern Dublin by
other development agreements entered into between COUNTY and CITY.
COUNTY agrees that, notwithstanding its entitlement to such 1991 Credits, its
1991 Credits cannot be applied against payment of the "Section 2" portion of the
Traffic Impact Fee for Eastern Dublin for the Project. DEVELOPER (and its
assignee) will, rather, pay the "Section 2" portion of the fee in cash.
COUNTY further agrees that it (and its assignee) will use the 1991 Credits
and/or Prior Agreement Credits against at least one-half Ol:z) of the "Section 1"
portion of the Traffic Impact Fee for Eastern Dublin for the Project provided that it
has sufficient such credits. CITY shall determine which of the 1991 Credits and/or
Prior Agreement Credits shall be used pursuant to this paragraph. .
Notwithstanding. anything herein to the contrary, DEVELOPER further
agrees thafit (and its assignee) willpay at least seven percent (7%) of the "Section 1"
portion of th~ Traffic Impact Fee for Eastern Dublin in cash.
Subsection b. Traffic Impact Fee to Reimburse Pleasanton for Freeway
Interchanges.
DEVELOPER shall pay the Eastern Dublin 1-580 Interchange Fee
established by City of Dublin Resolution No. 11-96 as amended by Resolution No.
155-98 and by any subsequent resolution which revises such Fee.
Dublin! IColl Development CompanyJAlameda
Development Agreement ~- IColl Corporate Center - Exhibit B
Page 8 of 11
March 17, 1999
Jf ~ 'jr
Subsection c.
Public Facilities Fees.
.
DEVELOPER shall pay a Public Facilities Fee in the amounts and at the
times set forth in City of Dublin Resolution No. 32-96, adopted by the City Council
on March 26, 1996, or in the amounts and at the times set forth in any resolution
revising the amount of the Public Facilities Fee.
Subsection d.
Noise Mitigation Fee.
DEVELOPER shall pay a Noise Mitigation Fee in the amounts and at the
times set forth in City of Dublin Resolution No. 33-96, adopted by the City Council
on March 26, 1996, and any amendments thereto.
Subsection e.
School Impact Fees.
School impact fees shall be paid by DEVELOPER in accordance with
Government Code section 53080 and the existing agreement between COUNTY" and
the Dublin Unified School District.
Subsection f.
Fire Impact Fees.
DEVELOPER shall pay a fire facilities fee in the amounts and at the times .
set forth in City of Dublin Resolution No. 37-97 or any subsequent resolution which
revises such fee.
Subsection ~.
Tn-Valley Transportation Development Fee.
-
DEVELOPER shall pay the;, Tri-Valley Transportation Development Fee in
the amount and at the times set forth in City of Dublin Resolution No. 89-98 or any
subsequent resolution which revises such fee. COUNTY" agrees that its 1991 Credits
and Prior Agreement Credits cannot be applied against payment of this fee.
Subparagraph 5.3.6 -- Credit
Subsection a.
Traffic Impact Fee Improvements Credit
CITY shall provide a credit to COUNTY for the those improvements
described in the resolution establishing the Eastern Dublin Traffic Impact Fee if such
improvements are constructed by the DEVELOPER in their ultimate location
Dublin! Koll Development CompanyJAlameda
Development Agreement -- ICo11 Corporate Center - Exhibit B
Page 9 of 11
March 17. 1999
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pursuant this Agreement. All aspects of credits shall be governed by CITY's
Administrative Guidelines regarding credits (Resolution No. 23-99).
Notwithstanding the preceding sentence, DEVELOPER shall receive any credit for
construction of the "Park and Ride" facility not COUNTY.
Subsection b. Traffic Impact Fee Right-DE-Way Dedications Credit
CITY shall provide a credit to either DEVELOPER or COUNTY for any
TIF area right-of-way dedicated by DEVELOPER or COUNTY to CITY which is
required for improvements which are described in the resolution establishing the
Eastern Dublin Traffic Impact Fee. All aspects of credits shall be governed by CITY's
Administrative Guidelines regarding credits (Resolution No. 23-99).
It is contemplated that CITY 'will amend the TIF to increase the amount of
the TIF fee due to increases in construction costs and land values. In the event that
CITY so amends the TIF in 1999, and not\vithstanding CITY's Administrative
Guidelines, CITY will make a one-time adjustment to the amount of any credit 'which
COUNTY and/or DEVELOPER has previously been given for land dedicated under
this development agreement so that the amount of the credit shall be based on the
land values used by CITY in its updated TIP. The revised credit shall not be
increased for inflation nor shall interest accrue on it. If DEVELOPER has paid any
TIF fees prior to the date the credit is increased, DEVELOPER will pay to CITY the
difference between the TIF fees previously paid and the amount that DEVELOPER
would have paid if the revised TIF fees had been in effect at the time of payment.
The following ~ple illustrates the provisions of the preceding paragraph.
Assume that COUNTY dedicated land for Dublin Boulevard (a Section 1
improvement) on May I, 1999 and/that the amount of credit COUNTY received was
$2,000,000, which amount was based on the land value included in the TIF as of
May I, 1999. Assume further than on May IS, 1999, the City Council amends the
TIF, to be effective on July 15, 1999, to increase land values. Assume further that
the land value for the dedicated land in the revised TIF is $3,000,000. On July IS,
1999, CITY will incre~se the amount of credits for COUNTY from $2,000,000 to
$3,000,000. In this example, DEVELOPER pulled 100 building permits on May 5,
1999 and had paid Section I TIF fees in the total amount of $300,000 ($3000 per
unit). If the Section I TIF fee is increased to $4000 per unit effective July 15, 1999,
DEVELOPER will owe CITY an additional $100,000 on July IS.
Dublin! Koll Development CompanyJA.lameda
Development Agreement -- Ko11 Corporate Center - Exhibit B
Page 10 of 11
March 17, 1999
~
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3b ~.:37,
Subsection c.
Credits for Payments for CITY Projects
.
COUNTY will be entitled to a credit in the amount of any payments made
by COUNTY to CITY for projects, as provided in Subparagraph 5.3.2(a)(i)(B )(2)
above, provided such Projects are TIF projects. The credit will be in the amount of
the payment and may be used by COUNTY in accordance with CITY's
Administrative Guidelines for Credits and Reimbursements (Resolution No. 23.99).
Subsection d.
Use of Excess Credits
In the event that credits referred to in Subsections (a) to (c) of this
Subparagraph 5.3.6 are in excess of the amount of credits which can be applied
against the traffic impact fee payable pursuant to Subsection (a) of Subparagraph
5.3.5 (Le., one-half of the "Section 111 portion of the Traffic Impact Fee for Eastern
Dublin, less 7% of the I1Section 111 portion), COUNTY shall be entitled to "bankl1 such
credits (referred to as I1Excess Creditsl1) and may use them as provided in CITY's
Administrative Guidelines for Credits and Reimbursements (Resolution No. 23-99).
Subparagraph 5.3.7 -- Miscellaneous
Subsection a.
Landscaping Maintenance Along Streets and Creek
.
CITY has formed a landscape maintenance district known as the
I1Landscape Maintenance Assessment District No. 97-1 (Santa Rita Area)11 pursuant
to a petition from COUNTY, and imposed an assessment against the Property to pay
for street and creek landscape maintenance. In addition, on September 24, 1996,
COUNTY recorded a Dec1q.ration of Covenants, Conditions and Restrictions which
covers the Property, whereby COUNTY, on behalf of itself and its successors
(including DEVELOPER), has covenanted to pay a I1Deed Assessment" to CITY for
maintenance of street and creek landscaping.
EHS;rja
J:\WPD\MNRSW\114\117\AGREE\KOLL_EXB.317
Dublin! IColl Development CompanyjAlameda
Development Agreement .. IColl Corporate Center. Exhibit B
Page 11 of 11
March 17, 1999
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ORDINANCE NO.
.
AN ORDINANCE OF THE CITY OF DUBLIN
APPROVING THE DEVELOPMENT AGREEMENT BET'VEEN
THE CITY OF DUBLIN,
KOLL DEVELOPMENT COMPANY, LLC (PA 98-047) and
ALAMEDA COUNTY SURPLUS PROPERTY AUTHORITY
FOR THE KOLL DUBLIN CORPORATE CENTER
THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLO'VS:
Section 1.
RECITALS
A. The proposed Koll Development Company Project (P A 98-047) is located within the
boundaries of the Eastern Dublin Specific Plan ("Specific Plan") in an area which is designated on the
General Plan Land Use Element Map and Eastern Dublin Specific Plan Land Use Map as General
Commercial (GC) and Campus Office (CO) uses.
B. This project is within the scope of the Eastern Dublin Specific Plan and General Plan
/vnendment, for which a Program EIR was certified (SCH 91103064). A Mitigated Negative Declaration
(SCH 86082092) has been approved for the Santa Rita Specific Plan Amendment of which this project is
a part. That Mitigated Negative Declaration together with the Program EIR adequately describes the total
project for the purposes of CEQA. The analysis indicated that no new effects could occur and no new
. mitigation measures would be required for the Koll Dublin Corporate Center Project that were not
addressed in the FEIR or Mitigated Negative Declaration. Further, that analysis found that the project is
in conformity with the Eastern Dublin Specific Plan.
C. Implementing actions of the Specific Plan, including Chapter 11 thereof, require that all
projects within the Specific Plan area enter into development agreements with the City.
D. Koll Development Company, LLC, have filed an application requesting approval of a
development agreement for the Koll Dublin Corporate Center.
E. A Development Agreement between the City of Dublin, Koll Development Company,
LLC, and Alameda County Surplus Property Authority has been presented to the City Council, a copy of
which is attached to the Staff Report as Attachment 1.
F. A public hearing on the proposed Development Agreement was held before the Planning
Commission on March 23, 1999, 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.
H. A public hearing on the proposed Development Agreement was held before the City
.Council on April 6, 1999, for which public notice was given as provided by law.
ATTACHMENT 2
)F ~ ::7'/
J. The City Council has considered the recommendation of the Planning Commission at the
March 23, 1999 meeting, including the Planning Commission's reasons for its recommendation, the
Agenda Statement, all comments received in writing and all testimony received at the public hearing.
Section 2.
FINDINGS AND DETERMINA nONS
.
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 Agenda Statement, and on the basis ofthe specific conclusions set forth below, the City
Council finds and'determines that:
1. The Development Agreement is consistent with the objectives, policies, general land uses
and programs specified and contained in the City's General Plan, as amended by the Eastern Dublin
General Plan Amendment, and in the Specific Plan in that (a) the General Plan and Specific Plan land use
designation for the site is General Commercial (aC) and Campus Office (CO) uses and the proposed
project is an office development project consistent with that land use, (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, and (c) the Development Agreement includes provisions relating to financing,
construction and maintenance of public facilities, 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, Parcel Map and Site Design Review adopted specifically for
the Koll Dublin Corporate Center Project.
.
3. The Development Agreement is in conformity with public convenience, general welfare
and good land use policies in that the Koll Dublin Corporate Center Project will implement land use
guidelines set forth in the Specific Plan and the General Plan which have planned for office uses at this
location.
4. The Development Agreement will not be detrimental to the health, safety and general
welfare in that the project will proceed in accordance with all the programs and policies of the Eastern
Dublin Specific Plan.
5. The Development Agreement will not adversely affect the orderly development of property
or the preservation of property values in that the project will be consistent with the General Plan and with
the Specific Plan.
Section 3.
APPROV AL
The City Council hereby approves the Development Agreement (Attachment 1 to the Staff Report)
and authorizes the Mayor to sign it.
Section 4.
RECORDATION
\\lithin ten (10) days after the Development Agreement is executed by the Mayor, the City Clerk .
shall submit the Agreement to the County Recorder for recordation.
~1 ~ j r
. Section 5.
EFFECTIVE DATE AND POSTING OF ORDINANCE
This Ordinance shall take effect and be in force thirty (30) days from and after the date of its
passage. The City Clerk of the City of Dublin shall cause the Ordinance to be posted in at least three (3)
public places in the City of Dublin in accordance with Section 36933 ofthe Government Code of the State
of California.
Iii!
PASSED AND ADOPTED BY the City Council of the City of Dublin, on this f? day of April,
1999, by the following votes:
A YES:
NOES:
ABSENT:
ABSTAIN:
MAYOR
ATTEST:
.
CITY CLERK
"
G:PA 98.047 Ord DA
.