HomeMy WebLinkAbout7.1 Option Agreement with Corona Ely Ranch, Inc. for the Regional Street Affordable Housing ProjectSTAFF REPORT
CITY COUNCIL
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Agenda Item 7.1
DATE:March 16, 2021
TO:Honorable Mayor and City Councilmembers
FROM:Linda Smith, City Manager
SUBJECT:Option Agreement with Corona Ely Ranch, Inc. for the Regional Street
Affordable Housing Project
Prepared by: Hazel L. Wetherford, Economic Development Director & Kristie
Wheeler, Assistant Community Development Director
EXECUTIVE SUMMARY:
The City Council will receive an update on the proposed Regional Street affordable housing project
located at 6541-6543 Regional Street. The City Council will also: 1) Consider authorizing the City
Manager to enter into an Option Agreement with Eden Housing’s controlled affiliate Corona Ely
Ranch, Inc. for the affordable housing project; and 2) Consider appropriating $5,010,000 from the
City’s Affordable Housing Fund for the project.
STAFF RECOMMENDATION:
Adopt the Resolution Approving an Option Agreement between the City of Dublin and Corona Ely
Ranch, Inc. on Property to be Developed for an Affordable Housing Project, and approve the
budget change.
FINANCIAL IMPACT:
If approved, the budget change would appropriate $5,010,000 from the Affordable Housing Fund
for the project. In addition, in discussions with Eden Housing, Staff anticipates a request for a
Predevelopment Loan of approximately $1,000,000, which will be brought back to the City Council
at a future meeting.
DESCRIPTION:
On May 1, 2018, the City Council adopted Resolution No. 41-18 approving a Community Benefit
Program Agreement (CBA) between the City of Dublin and Bayview Development Group, Inc. for a
499-unit residential project at 6700 Golden Gate Drive (the St. Patrick Way Residential Project)
(Attachment 4). The CBA outlines what Bayview Development Group will contribute to the City in
exchange for receiving residential units from the Downtown Dublin Specific Plan Development
Pool, including the proposed dedication, to the City or its designee, of an adjacent 1.3-acre
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property located at 6541-6543 Regional Street (the Adjacent Property). On April 21, 2020, the
City Council adopted Resolution No. 30-20 approving a First Amendment to the CBA for the St.
Patrick Way Residential Project, providing an extension to the term of the agreement and
clarifying the language related to the transfer of the Adjacent Property (the Amended CBA)
(Attachment 5). The Amended CBA also assigned the agreement from Bayview Development
Group to Crystal Bay Development, LLC (a subsidiary of Bayview Development Group).
The Amended CBA provides, in part, that Crystal Bay shall transfer its interest in the Adjacent
Property to the City or its designee, per the terms of the agreement. The intent is to provide
affordable housing primarily for senior citizens and/or special needs individuals or other very-
low- and low-income households. The development of affordable housing is a key City Council
Strategic Initiative.
Project Background
Crystal Bay is the current owner of the St. Patrick Way Residential Project site and the Adjacent
Property site. Crystal Bay is in the process of transferring the St. Patrick Way Residential Project
property to AvalonBay Communities, Inc. As such, the Amended CBA directs, as part of the
transfer, that: 1) the Amended CBA be assigned from Crystal Bay to AvalonBay; 2) Crystal Bay
convey the Adjacent Property to the City or its designee; and 3) the City deposit $5 million into the
escrow account plus any necessary closing costs. Once the first building permit is issued for the St.
Patrick Way Residential Project, the City’s $5 million deposit, less the nominal price for the
Adjacent Property, will be released to the City.
As noted above, the Amended CBA will be assigned to AvalonBay as part of the transfer of the St.
Patrick Way Residential Project site, expected to close later this month. AvalonBay, the new
owner of the St. Patrick Way Residential Project site intends to move forward with constructing
the project approved in 2018, and it is expected that building permits for the 499-unit residential
project will be issued in mid to late 2021. If the Amended CBA expires or is terminated prior to
issuance of the first building permit for the St. Patrick Way Residential Project, the City’s $5
million deposit would be released to AvalonBay as payment for the Adjacent Property. In other
words, if the St. Patrick Way Residential Project does not advance, there is no community benefit
obligation, and AvalonBay would need to be compensated for the value of the Adjacent Property
that it already conveyed to the City or its designee.
Staff selected Eden Housing as the City’s third-party designee for the transfer of the Adjacent
Property under the terms of the Amended CBA. This third-party designation is subject to the
terms of the proposed Option Agreement to be executed with Eden Housing’s controlled affiliate,
Corona Ely Ranch, as further discussed below. Eden Housing anticipates developing the Adjacent
Property with an affordable housing community primarily for senior citizens and/or special needs
individuals or other very-low and low-income households. The project is anticipated to include up
to 114 units comprised of one-, two- and three-bedroom apartments. The project will be subject to
a Community Benefit Program Agreement to be considered by the City Council at a later date, and
a Site Development Review Permit to be reviewed by the Planning Commission.
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Local Housing Trust Fund Program
The City was recently awarded a $3,333,333 grant from the Local Housing Trust Fund Program
administered by the California Department of Housing and Community Development. This grant
was awarded in response to the City’s grant application for the purpose of funding an affordable
housing project on the 1.3-acre Adjacent Property located at 6541-6543 Regional Street.
Prior to submitting the grant application, Staff worked with Eden Housing, Inc. on a preliminary
proposal to develop between 70 and 114 units of affordable housing with a projected total
development cost of between $46 million and $74 million. This proposal together with a
reservation of units from the Downtown Dublin Specific Plan Development Pool and a request to
authorize the City Manager to submit the grant application were presented to the City Council on
July 21, 2020 (Attachment 6). At that meeting, the City Council also directed Staff to issue a Letter
of Intent to Eden to provide matching funds that are required by the grant. The matching funds
include the 1.3-acre site, valued at approximately $5 million, plus $5 million from the Alameda
County A-1 Bond.
Attachment 6 to this Staff Report provides additional details on the application.
Project Funding/Predevelopment Loan
In addition to the $3,333,333 grant and the City’s match, the Adjacent Property site is near several
neighborhood amenities and, therefore, qualifies for the competitive nine percent Low Income
Housing Tax Credit (LIHTC) program. It should be noted that the LIHTC is a very competitive
program, and it can take multiple rounds to secure an award. In addition to the tax credits, the
development will score well for the State’s Infill Infrastructure Grant (IIG) program. Eden Housing
has secured this funding for multiple projects, including the Dublin Valor Crossing project. The
proposed affordable housing project for the Adjacent Property also supports a small traditional
permanent loan and will score well on the Federal Home Loan Bank Affordable Housing Program.
Lastly, in discussions with Eden Housing, Staff anticipates a request for a Predevelopment Loan of
approximately $1 million to help with the preparation of project plans and the entitlement
process, which will include a Site Development Review Permit and the construction drawings
required to obtain a Building Permit. This loan would be negotiated with Staff, at the City
Council’s direction, and would be brought back to the City Council at a future meeting.
Option Agreement
To ensure the City’s interest in developing the Adjacent Property as affordable housing, the City
must enter into an Option Agreement (Attachment 2) with Corona Ely Ranch, Inc. (Eden Housing’s
controlled affiliate). The Memorandum of Option will be recorded against the Adjacent Property
concurrently with the deed transferring title of the property from Crystal Bay to Corona Ely Ranch
pursuant to the terms of the Amended CBA. The Option Agreement provides that the City retains
an exclusive right and option to purchase the Property from Corona Ely Ranch, which may be
exercised by the City if: a) Corona Ely Ranch fails to enter into a mutually acceptable Affordable
Housing Assistance Agreement within six months from the date of the Option Agreement; b)
Corona Ely Ranch attempts to affect a transfer of the Property at any time prior to the recordation
of the Regulatory Agreement; or c) the close of construction financing for the Development does
not occur within 36 months after the date of the Option Agreement.
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To advance the affordable housing project on the Adjacent Property, Staff will commence
negotiating a form of an Affordable Housing Assistance Agreement with Eden Housing and/or its
controlled affiliate including a Regulatory Agreement (specifying the affordability conditions),
loan agreements (Promissory Note and Deed of Trust for development/pre-development loan),
and other documents necessary to partner with Eden Housing on this project including a
Community Benefit Agreement and allocation of units from the Downtown Dublin Specific Plan
Development Pool. The proposed agreements would be brought to the City Council at a future
meeting for consideration.
STRATEGIC PLAN INITIATIVE:
Strategy 3: Create More Affordable Housing Opportunities.
Objective B. Look for additional opportunities to facilitate the acquisition of sites, at low or no cost,
to build housing that is affordable to lower income households.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
The City Council Agenda was posted, and a courtesy copy was provided to Eden Housing, Inc.
ATTACHMENTS:
1) Resolution Approving an Option Agreement Between the City of Dublin and Corona Ely Ranch,
Inc.
2) Exhibit A to the Resolution - Option Agreement Between the City of Dublin and Corona Ely
Ranch, Inc.
3) Budget Change
4) Community Benefit Agreement Between the City of Dublin and Bayview Development Group
5) First Amendment to Community Benefit Agreement Between the City of Dublin and Crystal Bay
Development, LLC
6) Local Housing Trust Fund Program Staff Report dated July 21, 2020
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Reso. No. XX-21, Item X.X, Adopted XX/XX/21 Page 1 of 2
RESOLUTION NO. XX – 21
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING AN OPTION AGREEMENT
BETWEEN THE CITY OF DUBLIN AND CORONA ELY RANCH, INC.
ON PROPERTY TO BE DEVELOPED FOR AN AFFORDABLE HOUSING PROJECT
WHEREAS,Corona Ely Ranch, Inc. (“Corona Ely Ranch”) and the City desire to enter into
an Option Agreement (“Agreement”) on property to be developed for an affordable housing project
with preference for senior citizens and/or special needs individuals or other very-low and low-
income households on a 1.3-acre site within the Transit Oriented District of the Downtown Dublin
Specific Plan area, located at 6541-6543 Regional Street, Dublin, California (APN: 941-1500-025-
00) as more particularly described in Exhibit A in the Option Agreement attached to this
Resolution (“Property”); and
WHEREAS,Corona Ely Ranch will acquire the Property from Crystal Bay Development
LLC, a California limited liability company (“Market Rate Developer”) who acquired the Property
and APN: 941-1500-047-07 located at 6700 Golden Gate Drive for the Market Rate Developer’s
499-unit residential project. Pursuant to that certain City of Dublin Community Benefit Program
Agreement with Crystal Bay Development (formerly Bayview Development), dated June 13, 2018
and amended April 21, 2020 (“Community Benefit Agreement”), the Market Rate Developer will
transfer the Property to the City or its designee. This transfer will satisfy the Market Rate
Developer’s obligation under the Community Benefit Agreement to transfer the property to either
the City or its designee; and
WHEREAS,Corona Ely Ranch intends to construct a residential project on the Property
consisting of between 70 to 144 affordable rental housing units primarily for senior citizens and/or
special needs individuals or other very-low and low-income households, and related
improvements (“Development”); and
WHEREAS,the City’s interest in ensuring that it receives the “Community Benefit” from the
transfer requires the recording of an Affordable Housing Regulatory Agreement and Declaration
of Restrictive Covenants on the Property as it has been proposed by Eden Housing, Corona Ely
Ranch’s controlling affiliate (“Regulatory Agreement”). The Regulatory Agreement has not been
finalized at this time; and
WHEREAS,the Agreement gives the City an exclusive right and option to purchase the
Property from Corona Ely Ranch, which may be exercised by the City if: (a) Corona Ely Ranch
fails to enter into a mutually acceptable Affordable Housing Assistance Agreement within six
months from the date of the Option Agreement; (b) Corona Ely Ranch attempts to affect a transfer
of the Property at any time prior to the recordation of the Regulatory Agreement; or (c) the close
of construction financing for the Development does not occur within 36 months after the date of
the Option Agreement; and
WHEREAS,the Agreement gives the City the right to acquire the Property to assure that it
is used for an affordable housing project if Corona Ely Ranch fails to fulfill its obligations after it
acquires the Property; and
Attachment 1
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Reso. No. XX-21, Item X.X, Adopted XX/XX/21 Page 2 of 2
WHEREAS,the Agreement provides that a Memorandum of Option shall be concurrently
executed with the Agreement and recorded on the Property.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby
approves the Option Agreement and Memorandum of Option between the City of Dublin and
Corona Ely Ranch, Inc. (an Eden Housing, Inc. controlled affiliate created for acquisition and the
development of the Property), as attached as Exhibit A to this Resolution, upon the satisfaction
of the conditions set forth in the Agreement, including, but not limited to, those set forth in Sections
22 and 24.
BE IT FURTHER RESOLVED that the City Council authorizes the City Manager to execute
the Agreement and gives the City Manager authority to execute any necessary, non-substantive
changes to carry out the intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 16th day of March 2021, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
3703046.1
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OPTION AGREEMENT
BETWEEN THE CITY OF DUBLIN AND CORONA ELY RANCH, INC.
(6541-6543 REGIONAL STREET, DUBLIN, CA)
This Option Agreement ("Agreement") is entered into as of March 16, 2021, by
and between the City of Dublin, a municipal corporation ("City"), and Corona Ely Ranch,
Inc., a California nonprofit public benefit corporation ("Owner").
RECITALS
A.Owner owns or will own that certain real property located at 6541-6543
Regional Street, Dublin, California, (APN 941-1500-025-00) as more particularly
described in Exhibit A attached to this Agreement ("Property").
B.Owner acquired or will acquire the Property from Crystal Bay
Development LLC, a California limited liability company ("Market Rate Developer”) who
acquired the Property and APN 941-1500-047-07 located at 6700 Golden Gate Drive for
the Market Rate Developer’s residential project. Pursuant to that certain City of Dublin
Community Benefit Program Agreement with Bayview Development Group, Inc. dated
June 13, 2018, as amended by the First Amendment to Community Benefit Agreement
dated April 21, 2020 (as amended, the “Community Benefit Agreement”), the Market
Rate Developer transferred or will transfer the Property to Owner, an affordable housing
developer, for a nominal sum. The Community Benefit Agreement involves the Market
Rate Developer’s provision, pursuant to the Downtown Dublin Specific Plan, of a
Community Benefit in exchange for additional development potential on its property and
the Property. This transfer satisfies or will satisfy the Market Rate Developer’s
obligation under Section 3.1 of the Community Benefit Agreement to transfer the
Property to either the City or to such third party as the City may direct.
C.Owner intends to construct a residential project on the Property consisting
of between approximately 70 to 114 affordable rental housing units primarily for senior
citizens and/or special needs individuals or other very-low and low-income households
and related improvements (“Development”).
D.Owner and City intend to negotiate and enter into an agreement which
would provide for City to make one or more loans to Owner for the Development, and
would contain development and affordable housing requirements for the Development
(the “Affordable Housing Assistance Agreement”).
E.The City’s interest in ensuring that it receives the anticipated “Community
Benefit” from the transfer requires the recording of an Affordable Housing Regulatory
Agreement and Declaration of Restrictive Covenants on the Property (“Regulatory
Agreement”). Owner and City intend that the number and income level of affordable
units to be required in the Development will be negotiated as part of the Affordable
Housing Assistance Agreement, and that the form of the Regulatory Agreement will be
an attachment to the Affordable Housing Assistance Agreement.
Attachment 2
Exhibit A to the Resolution
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F.A Memorandum of Option disclosing this Option Agreement shall be
recorded against the Property concurrently with the deed transferring title to the
Property from the Market Rate Developer to the Owner.
G.This Agreement gives the City an exclusive right and option to purchase
the Property from Owner, which may be exercised by the City if the City and Owner fail
to enter into a mutually acceptable Affordable Housing Assistance Agreement (“AHAA”)
within six (6) months from the date of this Agreement, if the Owner transfers the
Property or certain interests in Owner at any time prior to the close of construction
financing for the Development, or if the Close of Construction Financing for the
Development does not occur within 36 months from the date the Owner and City enter
into the AHAA (as such period may be extended in accordance with this Agreement).
H.All these Recitals are incorporated into and made part of this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES
CONTAINED IN THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS:
AGREEMENT
Section 1.Grant of Option. Owner grants to the City the exclusive right and option to
purchase the Property for the consideration and under the terms and conditions set
forth in this Agreement (the "Option").
Section 2.Term and Exercise of Option.
a.Option Term. The term of the Option ("Option Term") shall be for a period
commencing on the date the Memorandum of Option (attached as Exhibit B) is recorded
and ending on the earlier of the following events: (i) the Close of Construction Financing
for the Development as set forth in Section 2(b) hereof; and (ii) the date this Option is
terminated in writing by the City.
b.Exercise of Option. The City may exercise the Option only in the event
that: (i) the Owner and City fail to enter into a mutually acceptable AHAA within six (6)
months from the date of this Agreement; (ii) the Owner attempts to affect a “Transfer” as
defined below at any time prior to the recordation of the Regulatory Agreement; or (iii)
the Close of Construction Financing for the Development does not occur within thirty-six
(36) months after the date the Owner and City enter into the AHAA. The time periods in
this subsection may be extended in writing by the City Manager in his or her sole
discretion if the City Manager finds that the Owner is diligently pursuing the
Development and cooperating with the City in accomplishing all steps reasonably
required to move forward with the Development in a timely manner. Provided that such
findings are reasonably made by the City Manager, he or she shall not unreasonably
refrain from granting up to two 12-month extensions to the time period set forth in
clause (iii) above. “Transfer” is defined as: (i) directly or indirectly, voluntarily,
involuntarily or by operation of law making or attempting any total or partial sale,
transfer, conveyance, assignment or lease of the whole or any part of the Property or
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the improvements located on the Property; or (ii) a transfer of the beneficial interest of
more than twenty-five percent (25%) in aggregate of the ownership and/or control of
Owner at time of entering into this Agreement, taking all transfers into account on a
cumulative basis; provided however, neither the admission of an investor limited
partner, nor the transfer by the investor limited partner to subsequent limited partners
shall be a “Transfer” pursuant to this provision. Owner shall give the City thirty (30)
days’ written notice prior to any Transfer. “Close of Construction Financing” shall mean
the closing of all construction loans, governmental loans and other loans, and the
admission of investor limited partners into the Owner’s limited partnership entity,
resulting in funds available to the Owner in such amounts as are together sufficient to
finance the construction of the Development, in the reasonable determination of City.
The City may exercise the Option by giving written notice to Owner of its exercise of the
Option ("Option Notice").
c.Termination. Upon termination of the Option at the end of the Option
Term, the City Manager shall sign and deliver in recordable form a quitclaim deed or
such other document as may be reasonably required by the Owner to evidence the
termination of the Option. The parties acknowledge that the quitclaim deed or other
such document must be recorded concurrently with the close of escrow for the
Construction Loans.
Section 3.Purchase of the Property.
a.Purchase Price. On the date specified in the Option Notice (which shall
not be earlier than thirty (30) days after the date of the Option Notice), the Owner shall
sell the Property to the City for the following consideration: (i) the amount that the
Owner paid in cash for the purchase of the Property, if any, excluding closing costs; (ii)
the termination and cancellation of any debt incurred by the Owner to the City in
connection with the proposed Development (collectively, “City Loans”), provided that the
Owner returns to the City the full amount of any City Loan monies disbursed by the City
to the Owner minus those monies expended by the Owner relating to the development
of the Property, as established by the Owner through documentation provided to the
City in accordance with general accounting principles; and (iii) the amount paid by
Owner to third parties not from the proceeds of City Loans for Development-related
drawings, plans, specifications, studies, reports and other instruments (collectively,
“Plans”). Owner’s right, title and interest in all Plans relating to the development of the
Property shall be assigned to the City in an assignment agreement reasonably
acceptable to City which is executed by Owner in favor of the City at the time of the
closing of the sale of the Property by Owner to the City. Such assignment shall be on
an “as-is” basis, without any representation or warranty by Owner regarding the
contents of the Plans, the assignability of the Plans, or the City’s ability to rely upon the
Plans. The parties shall execute such escrow instructions for the conveyance of the
Property to City as shall be reasonably necessary to carry out such conveyance.
b.Execution of Deed. As soon as practicable, but in no event later than the
date specified in the Option Notice for the purchase and sale of the Property, the Owner
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shall execute a grant deed (the "Deed") conveying to the City the Property and all
improvements located on the Property which shall be recorded in the Official Records of
the County of Alameda (the "Official Records").
c.Expenses. All city and county documentary transfer tax and conveyance
taxes to the extent they are not exempt pursuant to the Revenue and Taxation Code
and recording charges for the Deed (if any) shall be borne by Owner. The cost of the
Title Policy (as defined below) shall be borne by the City. All other expenses, fees or
costs (except for attorneys' fees and costs) incurred in close of escrow for the purchase
and sale of the Property pursuant to this Agreement shall be borne by the City. Each
party shall bear its own attorneys' fees and costs.
d.Proration of Taxes. Owner shall be responsible for application of a refund
for any real property taxes and Mello-Roos and other like assessments on the Property.
Because the Property is exempt from real property taxes upon its acquisition by City, no
proration of real property taxes and Mello-Roos and other like assessments on the
Property will be made.
e.Title Insurance. Should the City exercise the Option, no later than the
time of the recording of the Deed pursuant to subsection b. above, the City shall cause
a title company of the City's choice to issue a CLTA or ALTA policy of title insurance
(the "Title Policy") insuring fee title to the Property to be vested in the City, subject only
to those encumbrances, conditions, or exceptions acceptable to the City in its
reasonable discretion (“Permitted Exceptions”). Permitted Exceptions shall include all
encumbrances, conditions and exceptions approved by the City under Section 21 below
and/or in its loan policy issued in connection with the City Loan (defined in the
Regulatory Agreement), any regulatory agreements and other deeds of trust or other
security instruments securing debt on the Property approved by the City, or any other
instruments recording with the prior written approval by the City. Owner shall be
responsible for removing from the Property title any encumbrances, conditions, or
exceptions other than Permitted Exceptions prior to the closing of the conveyance of the
Property to the City.
f.Inspection and Due Diligence. After City’s exercise of the Option, City
shall have the right to undertake physical inspections of the Property and due diligence
related to the purchase of the Property. Owner shall provide to City copies of all
reasonably available and known documents relating to the ownership and operation of
the Property, including but not limited to plans, permits and reports (environmental,
structural, mechanical, engineering and land surveys) that Owner has in its possession.
All physical inspections must be coordinated with Owner’s representative and shall take
place not more than three (3) days after the date City provides written or emailed notice
of the timing of such inspections and related testing. City hereby agrees to indemnify
and hold Owner harmless for any damage to the Property caused (but not merely
revealed) solely by City’s inspections of the Property. City shall have the right, in its
sole discretion, to disapprove the Property and terminate the Option for any reason (or
no reason) by delivery of written notice thereof to Owner.
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Section 4.Assignment of Option. Neither the Owner nor City may assign its rights
or obligations under this Agreement without the prior written consent of the other party.
The City hereby consents to an assignment by Owner to a limited partnership formed by
Owner or an Owner Affiliate to be the developer of the Development, in which Owner or
an Owner Affiliate is the managing general partner, or to an Owner Affiliate. As used
herein, an “Owner Affiliate” shall be any entity controlling, controlled by, or under
common control with Owner, including, without limitation, Eden Housing, Inc. and any
entities controlled by Eden Housing, Inc. Any assignment of this Agreement not
authorized under this section shall be null and void.
Section 5.Memorandum of Option. Contemporaneously with the execution of this
Agreement, the City and Owner shall execute and acknowledge a Memorandum of
Option in the form attached to this Agreement as Exhibit B. The City shall cause the
executed and acknowledged Memorandum of Option to be recorded in the Official
Records of Alameda County concurrently with the recording of the deed transferring title
to the Property from the Market Rate Developer to the Owner.
Section 6.Further Documents. Upon the reasonable request of the other party,
each party will execute, acknowledge and deliver or cause to be executed,
acknowledged and delivered, such further instruments and documents as may be
reasonably necessary in order to carry out the intent and purpose of this Agreement,
including escrow instructions.
Section 7.Notices. All notices or other communications made pursuant to this
Agreement shall be in writing and shall be deemed properly delivered, given or served
to the parties at the following addresses when (a) mailed by certified mail, postage
prepaid, return receipt requested; (b) sent by express delivery service, charges prepaid
with a delivery receipt; or (c) personally delivered when a delivery receipt is obtained:
City:City of Dublin
100 Civic Plaza
Dublin, CA 94568
Attention: City Manager
925-833-6650
city.manager@dublin.ca.gov
Owner:Corona Ely Ranch, Inc.
22645 Grand Street
Hayward, CA 94541-5031
Attention: President
510-582-1460
LMandolini@edenhousing.org
All notices so delivered, mailed or sent shall be deemed received as of the date shown
on the delivery receipt as the date of delivery or the date delivery was refused. Either
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party may change its address for the purposes of this paragraph by giving prior written
notice of the change to the other party in the manner provided in this paragraph.
Section 8.Binding Effect. This Agreement and its terms and conditions shall be
binding upon and inure to the benefit of the parties to this Agreement and their
respective permitted successors and assigns.
Section 9.Time. Time is of the essence of this Agreement.
Section 10. Attorneys' Fees. In any action between the City and Owner to enforce or
interpret any of the terms of this Agreement, the prevailing party shall be entitled to
recover costs of suit and expenses, including, without limitation, reasonable attorneys'
fees.
Section 11. Eminent Domain. Notwithstanding any other provision of this Agreement,
if at any time prior to execution and recordation of the Deed, any portion of the Property
shall be taken by eminent domain or is the subject of eminent domain proceedings
(either threatened in writing or commenced), and regardless of whether the City has
exercised the Option, then the City shall have the right to terminate this Agreement
upon written notice to Owner, whereupon the parties shall have no further obligations
under this Agreement.
Section 12. Exhibits. All exhibits attached to this Agreement and referred to in this
Agreement are incorporated into this Agreement by this reference as though they were
fully set forth in this Agreement.
Section 13. Captions. The captions of the paragraphs of this Agreement are for
convenience and reference only, and the words contained in the captions shall in no
way be held to explain, modify, amplify or aid in the interpretations, constructions or
meaning of the provisions of this Agreement.
Section 14. Entire Agreement; Counterparts. This Agreement contains the entire
agreement between the parties respecting the matters set forth, and supersedes all
prior agreements between the parties respecting such matters. This Agreement may be
executed in counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same Agreement.
Section 15. No Third Party Beneficiaries. Nothing in this Agreement, express or
implied, is intended to confer to any person, other than the parties and their permitted
successors and assigns, any rights or remedies under or by reason of this Agreement.
Section 16. Waiver. No provision of this Agreement shall be deemed waived by a
party unless such waiver is in writing and signed by the party making the waiver.
Failure of either party at any time to require performance of any provision of this
Agreement shall not limit that party’s right to enforce the provision unless the waiver is
made in writing. Waiver of any breach of a provision shall not be a waiver of any
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succeeding breach of the provision or a waiver of the provisions itself or of any other
provision.
Section 17. Authority of Signatories. Each of the parties to this Agreement represents
and warrants to the other party that the persons who have executed this Agreement
have been authorized to do so by the party on whose behalf the party is signing. All
documents to be delivered under this Agreement will be executed by an authorized
person. Each party has a good and legal right to enter into this Agreement and to
perform all covenants of that party contained in this Agreement.
Section 18. Governing Law. This Agreement shall be governed and constructed in
accordance with California law.
Section 19. Amendments. This Agreement may only be amended in writing signed by
all parties.
Section 20. Brokers. Each party will defend, indemnify, and hold the other party
harmless from any claim, loss, or liability made or imposed by any other party claiming a
commission or fee in connection with this transaction and arising out of that party’s own
conduct.
Section 21. Title Report and Owner’s Representations and Warranties. Prior to
entering into this Agreement, Owner shall provide City with a copy of a current title
report for the Property (“Title Report”). The City’s entering into this Agreement is
subject to its approval of the Title Report and any exceptions shown in the Title Report.
Section 22. Owner’s Conduct During Term of Agreement. During the term of this
Agreement, Owner shall comply with the following terms relating to the Property: (a)
Owner shall pay for all labor and work performed and all material furnished at Owner’s
request or on Owner’s behalf, and there shall be no claim for which a mechanic’s,
materialman’s, or similar lien can be claimed by any person or firm against the Property
as a result of any act of Owner; (b) Owner shall not affirmatively take any actions
constituting waste of the Property, and shall not excavate, mine, or otherwise materially
alter the Property; (c) Owner shall not enter into any lease, occupancy, tenancy, or
license agreement affecting the Property, without City’s prior written consent; and (d)
Owner shall not incur any obligations or liabilities or enter into any transactions that will
affect the Property without the prior written consent of City which consent shall not be
unreasonably withheld.
Section 23. Owner Indemnity of City. Owner shall indemnify, defend and hold harmless
the City, any City agencies, and their respective elected and appointed councils,
boards, commissions, officers, agents, employees, volunteers and representatives
(collectively herein, "City") from any and all loss, liability, fines, penalties, forfeitures,
costs and damages and from any and all claims, demands and actions in law or equity
(including attorneys' fees and litigation expenses) by any person or entity, directly or
indirectly arising or alleged to have arisen out of or in any way relating to the Property
105
during the term of this Agreement, except for such matters as are caused by the
negligence or willful misconduct of City. This indemnity provision shall survive
termination of this Agreement.
Section 24. City Remedies for Breach. The City shall have the right to exercise all
remedies available under law and equity for any breach of this Agreement by Owner.
IN WITNESS WHEREOF, the City and Owner have executed this Agreement as of the
date first written above.
CITY:
CITY OF DUBLIN, a municipal corporation
By:
____________________________
Linda Smith, City Manager
Attest:
____________________________
Marsha Moore, City Clerk
Approved as to form
____________________________
John D. Bakker, City Attorney
OWNER:
Corona Ely Ranch, Inc., a California nonprofit
public benefit corporation
By:
____________________________________
Linda Mandolini, President
106
EXHIBIT A
Legal Description
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF DUBLIN, IN THE
COUNTY OF ALAMEDA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
Parcel One:
Parcel 2 of Parcel Map No. 1920, filed December 1, 1976 in Book 94 of Parcel Maps, Page 11
and 12 Alameda County Records.
Parcel Two:
An Access Easement, not to be exclusive, together with the right of ingress and egress therefor,
in, over, along and across that certain land situated in the Township of Pleasanton, County of
Alameda, State of California, described as follows:
Beginning at the most Western corner of the parcel of land described in the Deed from AMFAC
Merchandising Corporation, a California corporation to Baydale, Inc., a Delaware corporation,
recorded December 28, 1971, in Reel 3026 at Image 888 Recorder’s Series No. 71-169856.
Official Records of Alameda County; thence through a portion of the last named parcel of land
and along the Northwestern boundary line thereof, North 69˃08’ 15” East, 329.29 feet; thence
at right angles to the last named line South 20˃51’ 45” East, 71.00 feet to the Northeastern
corner of the parcel of land described in the Deed from Baydale Inc., a Delaware corporation, to
AMFAC Merchandising Corporation, a California corporation, recorded April 12, 1972 in Reel
3104 at Image 883, Recorder’s Series No. 72-47311, Official Records of Alameda County, State
of California; thence along the last named line South 69˃08’ 15’ West 329.29 feet to the
Northeastern line of Regional Street being the parcel of land described as Parcel 1 in the Deed
from Motel Interstate Systems, Inc., to the County of Alameda, recorded March 8, 1971 in Reel
2802 at Image 484, Recorder’s Series No. 71-26256, Official Records of Alameda County;
thence along the last named line North 20˃51’ 45” West, 71.00 feet to the point of beginning.
APN: 941-1500-025-00
107
EXHIBIT B
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Attention: City Clerk
MEMORANDUM OF OPTION
DATED:____________, 2021
BETWEEN
DEVELOPER:Corona Ely Ranch, Inc.
22645 Grand Street
Hayward, California 94541-5031
Attention: President
AND CITY:City of Dublin
100 Civic Plaza
Dublin, CA 94568
Attention: City Manager
The Owner has entered into that certain Option Agreement with the City, dated
as of March 16, 2021 (the "Option Agreement"), in which the Owner has granted to the
City the option (the "Option") to purchase certain real property owned by the Owner
situated in the City of Dublin, County of Alameda, State of California, described in the
attached Exhibit A (the "Property").
By the execution and recording of this Memorandum of Option, the Owner and
the City desire to give notice to the public of the Option Agreement. The names and
addresses of the Owner and the City are as set forth in the first paragraph of this
Memorandum. The Property covered by this Memorandum of Option is as set forth in
the first paragraph of this Memorandum. The terms of the Option and rights and
obligations of the parties are set forth in full in the Option Agreement, the provisions of
which are incorporated in this Memorandum by this reference as if set out in full.
Nothing in this Memorandum shall constitute or be construed as constituting an
agreement, revision, or modification to the Option Agreement or the respective rights or
obligations of the parties under the Option Agreement.
108
This Memorandum of Option may be executed simultaneously or in counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same document.
IN WITNESS WHEREOF, this Memorandum of Option has been duly executed
as of the day and year first above written.
CITY:
CITY OF DUBLIN, a municipal corporation
By:
____________________________
Linda Smith, City Manager
Attest:
____________________________
Marsha Moore, City Clerk
Approved as to form
____________________________
John D. Bakker, City Attorney
OWNER:
Corona Ely Ranch, Inc., a California nonprofit
public benefit corporation
By:
____________________________________
Linda Mandolini, President
109
STATE OF CALIFORNIA )
)
COUNTY OF __________________)
On ____________________, before me, ___________________________,
Notary Public, personally appeared ______________________________________,
who 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 his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of
California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
_________________________________
Name: ___________________________
Notary Public
STATE OF CALIFORNIA )
)
COUNTY OF __________________)
On ____________________, before me, ___________________________,
Notary Public, personally appeared ______________________________________,
who 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 his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of
California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
_________________________________
Name: ___________________________
Notary Public
110
Exhibit A
Legal Description
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF DUBLIN, IN THE
COUNTY OF ALAMEDA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
Parcel One:
Parcel 2 of Parcel Map No. 1920, filed December 1, 1976 in Book 94 of Parcel Maps, Page 11
and 12 Alameda County Records.
Parcel Two:
An Access Easement, not to be exclusive, together with the right of ingress and egress therefor,
in, over, along and across that certain land situated in the Township of Pleasanton, County of
Alameda, State of California, described as follows:
Beginning at the most Western corner of the parcel of land described in the Deed from AMFAC
Merchandising Corporation, a California corporation to Baydale, Inc., a Delaware corporation,
recorded December 28, 1971, in Reel 3026 at Image 888 Recorder’s Series No. 71-169856.
Official Records of Alameda County; thence through a portion of the last named parcel of land
and along the Northwestern boundary line thereof, North 69˃08’ 15” East, 329.29 feet; thence
at right angles to the last named line South 20˃51’ 45” East, 71.00 feet to the Northeastern
corner of the parcel of land described in the Deed from Baydale Inc., a Delaware corporation, to
AMFAC Merchandising Corporation, a California corporation, recorded April 12, 1972 in Reel
3104 at Image 883, Recorder’s Series No. 72-47311, Official Records of Alameda County, State
of California; thence along the last named line South 69˃08’ 15’ West 329.29 feet to the
Northeastern line of Regional Street being the parcel of land described as Parcel 1 in the Deed
from Motel Interstate Systems, Inc., to the County of Alameda, recorded March 8, 1971 in Reel
2802 at Image 484, Recorder’s Series No. 71-26256, Official Records of Alameda County;
thence along the last named line North 20˃51’ 45” West, 71.00 feet to the point of beginning.
APN: 941-1500-025-00
111
Budget Change Reference #:
From Un-Appropriated Reserves X Budget Transfer Between Funds
From Designated Reserves Other
Account Amount Account Amount
2901.1901.73105 (Land) $5,000,000.00
2901.5701.65101 $10,000.00
3/16/2021
Posted By: Date:
As Presented at the City Council Meeting
**********Finance Use Only**********
CITY OF DUBLIN
Acquisition and closing costs for the Regional Street Affordable Housing project
REASON FOR BUDGET CHANGE
FISCAL YEAR 2020-21
BUDGET CHANGE FORM
EXP: Affordable Housing Fund - Non-Dept -
City Council's Approval Required
ATTACHMENT 3
Attachment 3
112
CITY OF DUBLIN COMMUNITY BENEFIT PROGRAM AGREEMENT
Bayview Development Group, 6700 Golden Gate Drive Project
This Community Benefit Program Agreement ("Agreement") is entered into on
this day l'3 of ~Y-~ , 2018, by and between the City of Dublin, a municipal
corporation ("City")nd Bayview Development Group, Inc., a California corporation
("Developer"). City and Developer are, from time-to-time, individually referred to in this
Agreement as a "Party," and are collectively referred to as "Parties."
RECITALS
A. On February 1, 2011, the City adopted Resolution No. 9-11 establishing a
"Downtown Dublin Specific Plan," which sets forth a comprehensive set of guiding
principles, standards, and design guidelines for the implementation of future
development in Downtown Dublin ("the Specific Plan Area"). On May 6, 2014 and
October 7, 2014, the City Council adopted, respectively, Resolution Nos. 49-14 and
170-14 amending the Downtown Dublin Specific Plan. TheDowntown Dublin Specific
Plan, as amended, is herein referred to as "the Specific'Plan."
B. The Specific Plan regulates the density of development allowed in the
Specific Plan Area by establishing a "Base Floor Area Ratio (FAR)" for development in
each of the three districts within the Specific Plan Area.
C. The Specific Plan also establishes a pool of additional development
potential, in the form of 2,262,540 square feet of non-residential development and 2,500
residential dwelling units (collectively "the Excess Capacity") apportioned between the
three districts in the Specific Plan Area. The pool can be used by developers that (a)
propose to develop projects that exceed the Base FAR up to a defined "Maximum FAR"
and (b) propose to develop residential dwelling units. Developers utilizing Excess
Capacity must participate in the Community Development Program and enter into a
Community Benefit Program Agreement with the City.
D. Developer proposes to develop certain property consisting of
approximately 8.53 acres of land and buildings 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
called the "Property."
E. In conjunction with development of the Property, Developer proposes to
convey 1.33 acres of land and buildings adjacent to the Property ("the Adjacent
Property"), which property is referred to variously as 6541 and 6543 Regional Street
and Alameda County Assessor's Parcel No. 941-1500-25.
F. Developer seeks units from the Development Pool in order to construct a
residential project on the Property ("the "Project").
-1-
Attachment 4
113
Developer has applied for a Site Development Review for the Property,
which approval, if granted, together with any approvals or permits now or hereafter
issued with respect to the Project are referred to as the "Project Approvals."
J The City and Developer have reached agreement with respect to the
Community Benefit and desire to express herein a Community Benefit Program
Agreement clearly setting forth the Community Benefit to be provided by the Developer,
and the scope and nature of excess development capacity to be granted to Developer in
exchange for said Community Benefit.
K. The Project is subject to and in compliance with the Specific Plan, for
which a Specific Plan a Program EIR was certified by CITY in Resolution No. 08-11,
and updated with the Addendum to Specific Plan EIR as adopted by CITY in Resolution
No. 50-14 ("Specific Plan EIR") pursuant to the California Environmental Quality Act,
and the CEQA Guidelines promulgated thereunder (collectively, "CEQA"). Pursuant to
CEQA Guidelines section 15168, this Agreement is within the scope of the project
analyzed in the Specific Plan EIR and no further CEQA review or document is required.
This Agreement does not impede, impair or otherwise seek to truncate or limit the City
discretion in considering any future Project Approvals or conducting any future CEQA
review as required by applicable law.
NOW, THEREFORE, with reference to the foregoing recitals and in consideration
of the mutual promises, obligations and covenants herein contained, City and Developer
agree as follows:
AGREEMENT
1. Relationship of City and Developer.
It is understood that this Agreement is a contract that has been negotiated and
voluntarily entered into by the City and Developer and that the Developer is not an
agent of the City. The City and Developer hereby renounce the existence of any form of
joint venture or partnership between them and agree that nothing contained herein or in
any document executed in connection herewith shall be construed as making the City
and Developer joint venturers or partners.
2. Effective Date and Term.
2.1 Effective Date.
The effective date of this Agreement ("the Effective Date") shall be the date upon
which the City Council approves this Agreement.
2.2 Term.
The term of this Agreement shall commence on the Effective Date and shall
extend until the earlier of the following: 1) the Developer has provided the Community
Benefit to the City as provided in Section 3 of this Agreement, 2) any of the Project
-2-
114
Approvals expires, or 3) 2 years after the Effective Date plus any extensions granted
pursuant Section 4.2 of this Agreement.
3. Community Benefit to Be Provided By Developer.
3.1 Transfer of the Adiacent Property
Developer shall provide the following Community Benefit to the City: the
Developer will, for no more than a "Nominal Price," transfer ownership of the Adjacent
Property to the City (the "Community Benefit"). The Developer shall provide the
Community Benefit no later than the time of issuance of the first building permit for the
Project. In no event shall the City be required to issue a building permit unless the
Community Benefit has been provided to the City. For the purposes of this Agreement,
a "Nominal Price" shall be any sales price that is one-thousand dollars ($1000) or less
(not including, and not limiting, the purchaser's share of escrow fees, title insurance
costs, transfer taxes, prorated taxes and assessments and other customary closing
costs).
3.2 Community Benefit For Off-Site Dedication and Improvement and
Streetscape Enhancements for St. Patrick Way.
In addition to the Developer dedication of 1.52 acres of land from the Property for
the construction and improvement of St. Patrick Way, Developer shall dedicate 0.28
acres of off-site land for St. Patrick Way. In addition to construction of public
improvements consistent with City standards, Developer shall fund up to $200,000 of
additional streetscape enhancements, including but not limited to, additional street
furniture, street monumentation, decorative street lighting and other improvements as
more fully set forth in Exhibit B. Pursuant to Resolution No. 40-18 (Condition #153),
adopted concurrently with this Agreement, City has modified the right of way for St.
Patrick Way, as depicted in Exhibit C. City recognizes that Developer's dedication of
0.28 acres of land and construction of public improvements and streetscape
enhancements qualify as a "Community Benefit" under the Specific Plan, as it will assist
the City in fulfilling its General Plan, Specific Plan and Bicycle and Pedestrian Master
Plan.
3.3 Community Benefit for Co-Work/Economic Development Space
within Proiect {11 Co-Work Space").
Upon occupancy of the Project, Developer shall reserve, construct tenant
improvements for and operate 1,500 square feet of Co-Work Space in the Project. City
recognizes that Developer's reservation of, tenant improvements to, and operation of
1,500 square feet of Co-Work Space in the Project is a qualifying "Community Benefit"
under the Specific Plan, as it will assist the City in fulfilling its General Plan, Specific
Plan and Economic Development objectives. Developer will provide the Co-Work Space
available to Dublin residents during hours when the leasing office is open for business
for an initial five (5) year period after the certificate of occupancy for the Co-Work
-3-
115
Space, which may be extended for an additional five (5) years upon mutual agreement
between the City and Developer.
3.4 Contribution of $50,000 for the Improvement of Pedestrian Access to
BART.
Developer shall contribute Fifty Thousand Dollars $50,000 to the City for future
improvement projects, determined at City's discretion, to improve pedestrian access to
BART. City recognizes that Developer's contribution of up to $50,000 to improve
pedestrian access to BART is a qualifying "Community Benefit" under the Specific Plan,
as it will assist the City in fulfilling its General Plan, Specific Plan and Bicycle and
Pedestrian Master Plan.
4. Excess Capacity, Residential Allocations.
4.1 Grant
As of the Effective Date, as defined in Section 2.1, and for the term specified in
Section 2.2, City shall grant 499 Residential Allocations out of the Residential Allocation
Pool established by the Specific Plan for the proposed development on the Property.
City may make the right to construct residential units under the Project Approvals
conditional upon the transfer of the Adjacent Property in accordance with Section 3.1.
The term "Residential Allocation" as used in the Agreement means an allocation of the
right to construct residential units from the Residential Allocation Pool established by
the Specific Plan.
4.2 Term of Residential Allocations.
Once granted, the "Residential Allocations" provided by the Community Benefit
provisions of this Agreement shall extend until two (2) years from the Effective Date
("the Residential Allocation Term"). The City Manager may, for good cause, extend the
Residential Allocation Term twice for periods of six (6) months each, provided the
Developer has at the time of such extension applied for a building permit. It is
acknowledged that Developer shall not have a right to the Residential Allocations until
such time as it has transferred the Adjacent Property in accordance with Section 3.1.
Notwithstanding the foregoing, if a building permit for any structure has been issued by
City, and if the construction of any structure related to residential uses has been
commenced on the Property within said Residential Allocation Term or any extension
period or periods, then the Residential Allocations for the development on the particular
parcel for which the permit was issued shall be extend for the life of the building permit
and any extensions thereto. This Section 4.2 shall survive termination of the
Agreement.
4.3 Reservation.
During the Residential Allocation Term, and only so long as each of the Project
Approvals remain in effect, City shall reserve 499 units for Developer's use. If Developer
fails to provide the Community Benefit during the term of this Agreement, or if
-4-
116
Developer provides the Community Benefit but fails to obtain building permits for all or a
portion of the units within the Residential Allocation Term, the Excess Capacity reserved
for Developer shall revert to the pool maintained by the City and will be available to
other developers on a "first come, first served" basis.
4.4 Limitation on City's Obligation.
This Agreement shall not be construed to require the City to issue any Project
Approval to the Developer. City is solely required to reserve the Excess Capacity
identified in Section 4 of this Agreement. Other than this obligation, nothing in this
Agreement shall prevent the City from denying or conditionally approving any
subsequent land use permit or authorization for the Project. All of City's applicable
ordinances, resolutions, rules, regulations and official policies shall apply to the Project
including, but not limited to, those governing the permitted uses of the Property, design
and construction of the Project, density and intensity of use of the Project, and the
maximum height, bulk and size of proposed buildings within the Project.
4.5 Limitation on Developer Obligations.
This Agreement shall not be construed to require the Developer to provide any
Community Benefits described herein, if City does not grant Project Approvals in
accordance with the Project or Developer does not develop the Project.
5. Amendment or Cancellation.
This Agreement may be amended in writing from time to time by mutual consent
of the parties.
6. Severability.
The unenforceability, invalidity or illegality of any provisions, covenant, condition
or term of this Agreement shall not render the other provisions unenforceable, invalid or
illegal, unless a Party's consideration materially fails as a result.
7. Attorneys' Fees and Costs.
If the City or Developer initiates any action at law or in equity to enforce or
interpret the terms and conditions of this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys' fees and costs in addition to any other relief to
which it may otherwise be entitled. If any person or entity not a party to this Agreement
initiates an action at law or in equity to challenge the validity of any provision of this
Agreement, the parties shall cooperate in defending such action. Developer shall bear
its own costs of defense as a real party in interest in any such action, and shall
reimburse the City for all reasonable court costs and attorneys' fees expended by the
City in defense of any such action or other proceeding.
-5-
117
8. Assignment.
Developer may wish to sell, transfer or assign all or portions of the Property to
other developers (each such other developer is referred to as a "Transferee"). In
connection with any such sale, transfer or assignment to a Transferee, Developer may
sell, transfer or assign to such Transferee some or all of the Excess Capacity reserved
under this Agreement, so long as said transfer would not result in development of the
Property in excess of the Maximum FAR. No such transfer, sale or assignment of
Developer's rights, interests and obligations hereunder shall occur without prior written
approval by the City. The City Manager shall consider and decide on any transfer, sale
or assignment within ten (10) days after Developer's notice, provided all necessary
documents, certifications and other information are provided to the City Manager to
enable the City Manager to determine whether the obligations incurred by Developer
pursuant to this Agreement will be fully satisfied.
9. Notices.
All notices required to be given to City under this Agreement shall be in writing
and shall be addressed as follows:
City Manager
City of Dublin
100 Civic Plaza
Dublin, CA 94568
FAX No. (925) 833-6651
All notices required to be given to Developer under this Agreement shall be in
writing and shall be addressed as follows:
With copies to:
Bayview Development Group, Inc.
60 South Market Street, Suite 450
San Jose, CA 95113
Morrison & Foerster, LLP
425 Market Street
San Francisco, CA 94125
Attention: Miles lmwalle
Telephone: 415-268-6523
Email: mimwalle@mofo.com
10. Agreement is Entire Understanding.
This Agreement constitutes the entire understanding and agreement of the
parties.
-6-
118
11. Legal Authority.
Each individual executing this Agreement on behalf of Developer hereby
represents and warrants that he or she has full power and authority under the entity's
governing documents to execute and deliver this Agreement in the name of and on
behalf of the company and to cause the entity to perform its obligations under this
Agreement.
12. 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
Exhibit B
Exhibit C
Legal Description and Plat of the Property
Streetscape Improvements Enhancements
Revised St. Patrick Way Right of Way Alignment
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 DEVELOPER
Bayview Development Group, Inc.
By: eo~ J4, ~lL.c~
Attest: Its: c~/ lw~cff~
~l-f-~
Caroline Soto, City Clerk
Approved as to form
2928458.6
-7-
119
LEGAL DESCRIPTION
Exhibit A
MARCH 19, 2018
JOB NO.: 2763-000
ALL THAT CERTAIN PROPERTY IN THE CITY OF DUBLIN, COUNTY OF ALAMEDA,
STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
BEING ALL OF RESULTANT PARCEL 1 AS DESCRIBED IN THAT CERTAIN GRANT
DEED, RECORDED SEPTEMBER 7, 2016 AS INSTRUMENT NUMBER 2016227611,
ALAMEDA COUNTY RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST NORTHWESTERLY CORNER OF LOT E AS SHOWN ON PARCEL
MAP P.M. 4224 FILED FOR RECORD FEBRUARY 6, 1984 IN BOOK 143 OF MAPS AT
PAGE 6. OFFICIAL RECORDS OF ALAMEDA COUNTY,
THENCE, ALONG THE GENERAL WESTERLY LINE OF SAID LOT, THE FOLLOWING
FOUR (4) COURSES:
1) SOUTH 20°51'45" EAST, 71.00 FEET,
2) NORTH 69°08'15" EAST, 329.29 FEET,
3) SOUTH 20°51'45" EAST, 375.00 FEET, AND
4) SOUTH 69°08'15" WEST, 124.24 FEET TO THE EASTERLY LINE OF THE
PROPERTY DESCRIBED IN THAT CERTAIN DEED RECORDED FEBRUARY 21,
1984 UNDER INSTRUMENT NUMBER 84-33062, ALAMEDA COUNTY RECORDS;
THENCE, ALONG LAST SAID LINE, SOUTH 20°51'45" EAST, 183.48 FEET TO A
POINT ON THE GENERAL SOUTHERLY LINE OF SAID LOT E (143 M 6);
THENCE ALONG SAID LINE, THE FOLLOWING FIVE (5) COURSES:
1) NORTH 61°24'22" EAST, 17.69 FEET,
2) NORTH 88°00'16" EAST, 77.85 FEET,
3) NORTH 79°46' 16" EAST, 219.51 FEET,
4) ALONG THE ARC OF A 990.00 FOOT RADIUS NON-TANGENT CURVE TO THE
LEFT, THE CENTER OF WHICH CURVE BEARS NORTH 10°29'24" WEST,
THROUGH A CENTRAL ANGLE OF 5°32'16", AN ARC LENGTH OF 95.69
FEET,
5) NORTH 73°58'20" EAST, 188.16 FEET TO THE MOST SOUTHEASTERLY
CORNER OF SAID LOT E (143 M 6);
P: \2100 -2799\2763-000\LEGAI.S\LG-001 .DOC 120
6700 GOLDEN GATE DRIVE
PAGE 2 OF 2
MARCH 19, 2018
JOB NO.: 2763-000
THENCE, ALONG THE GENERAL EASTERLY LINE OF SAID LOT E AND THE
NORTHERLY PROLONGATION THEREOF, NORTH 20°51'45" WEST, 758.47 FEET TO A
POINT ON THE GENERAL NORTHERLY LINE OF SAID LOT E,
THENCE, ALONG SAID GENERAL NORTHERLY LINE THE FOLLOWING THREE (3)
COURSES:
1) SOUTH 69°08'15" WEST, 10.00 FEET;
2) SOUTH 20°51'45u EAST, 37.17 FEET AND,
3) SOUTH 69°08' 15" WEST, 784.29 FEET TO THE POINT OF BEGINNING.
CONTAINING 371,675 SQUARE FEET OR 8.5325 ACRES OF LAND.
P: \2700 -2799\2763-000\LEGALS\LG-001.DOC
END OF DESCRIPTION ~~---MARK H. WEHBER, P.L.S.
L.S. NO. 7960
121
LINE TABLE
NO BEARING LENGTH
L1 S20"51 '45"E 37.17'
L2 S69"08'15"W 10.00'
L3 N88"00'16"E 77.85'
L4 N61 '24'22"E 17.69'
I~ I
I~ le' S69"08'15"W 784.29'
~~b
POB
LOT 8
143 M 6
I ~ t ~ N69"08'15"E 329.29'
(sen
~ \ LIBBY
) PARCEL 2 ~
'--PM ·1920 ~ Y "" w '--i -r-... ~ I CHIN ca..._,.~ I PARCEL A I~ \j if: f;j
~
101 PM 47 1° ~-.-.
I o.... ~I ---,. (
RESULTANT
PARCEL 1
2016227611
AREA = 8.5325 AC±
.-------,1 ~1~ -..... ,.,; ~ 00
S69"08'15"W
124.24'
CURVE TABLE I
NO RADIUS DELTA LENGTH
0 ..-N en
L1
~
~
10
Lt) r--.
~
~ ..-~
~ z
ST. PATRICK WAY
L2
ESSEX DUBLIN
OWNER1 LP
RESULTANT
PARCEL 2
2016227612
I
8.A.R.T. LOT 2 I
318 PM 14
I
I
c1 I 990.oo· I 5'32'16" I 95.69'
N10"29'24"W (R) L
C1 N7J"58'20"E
LEGEND
POB POINT OF BEGINNING
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5. Electrical infrastructure for electrical outlets on street light poles and string light poles and
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–1–
FIRST AMENDMENT TO
CITY OF DUBLIN COMMUNITY BENEFIT PROGRAM AGREEMENT
Crystal Bay Development, LLC, 6700 Golden Gate Drive Project
This First Amendment to the Community Benefit Program Agreement
(“Amendment”) is entered into on this day 21st of April, 2020, by and between the City
of Dublin, a municipal corporation (“City”) and Crystal Bay Development LLC, a
California limited liability company (“Developer”). City and Developer are, from time-to-
time, individually referred to in this Agreement as a “Party,” and are collectively referred
to as “Parties.”
RECITALS
A. Developer is pursuing a mixed-use project that includes 499 residential
units (the “Project”) on an 8.53-acre property referred to as 6700 Golden Gate Drive
(the “Property”).
B. Developer and City are parties to that certain Community Benefit Program
Agreement, dated June 13, 2018 (“the Agreement”), in which the City, pursuant to its
Downtown Dublin Specific Plan (“the Specific Plan”), granted Developer (as assignee of
Bayview Development LLC) the right to develop residential units in exchange for
providing the City certain community benefits.
C.The community benefits of the Project include the improvement and
dedication of St. Patrick Way along the northern boundary of the Property, including on
property owned by the adjacent property owner (“the Off-Site Property”).
D.Developer despite diligent efforts was unable to acquire the Off-Site
Property voluntarily, and the City is in the midst of acquiring it pursuant to its eminent
domain power.
E. Since the improvement and dedication of St. Patrick Way must be
completed as a condition of the Project, the parties agree that the period of time
required to acquire the Off-Site Property necessitates an extension in the term of the
Agreement.
F.In addition, the Parties desire to make certain other changes to conform
the Agreement to changes in law.
NOW, THEREFORE, with reference to the foregoing recitals and in consideration
of the mutual promises, obligations and covenants herein contained, City and Developer
agree as follows:
AGREEMENT
Section 1. Amendment to Subsection 2.2, Term. Subsection 2.2 of the
Agreement is hereby amended to read as follows:
Attachment 5
127
–2–
“Term.
The term of this Agreement shall commence on the Effective Date and
shall extend until the earlier of the following: 1) the Developer satisfied all of the
obligations set forth in Section 3 of this Agreement, 2) any of the Project
Approvals expires, or 3) 3 years after the Effective Date plus any extensions
granted pursuant Section 4.2 of this Agreement.”
Section 2. Amendment to Subsection 3.1, Transfer of Adjacent Property.
Subsection 3.1 of the Agreement is hereby amended to read as follows:
“Transfer of the Adjacent Property
Developer shall provide the following Community Benefit to the City: the
Developer will, for no more than a “Nominal Price,” transfer ownership of the
Adjacent Property to the City or to such third party as the City may direct (the
“Community Benefit”). The Developer shall provide the Community Benefit no
later than the earlier of:
(i) the date of closing (the “Property Transfer Date”) on the transfer
of the Property from Developer to AvalonBay Communities, Inc. or an
entity controlled by it (the “Property Transfer”), in which case, as part of
the same escrow as the Property Transfer on the Property Transfer Date:
(a) Developer shall (1) assign the Agreement to AvalonBay
Communities, Inc. or an entity controlled by it (“Assignee”), which
potential assignment the City hereby prospectively approves
notwithstanding anything to the contrary in Section 8, and (2)
convey the Adjacent Property to the City or to such third party as
the City may direct; and
(b) The City shall deposit $5,000,000 into the escrow (the
“Escrow Deposit”) pursuant to an escrow agreement that is
reasonably satisfactory to Developer, Assignee, and City, which
shall provide that the Escrow Deposit, less the Nominal Price, shall
be released to the City upon issuance of the first building permit for
the Project; provided that, in the event that this Agreement expires
or is terminated prior to issuance of the first building permit for the
Project, then upon such expiration or termination the Escrow
Deposit shall be released to Developer.
or
(ii) the time of issuance of the first building permit for the Project.
128
–3–
In no event shall Developer be obligated to provide the Community Benefit
to the City or to such third party as the City may direct unless the Property
Transfer has occurred, provided that the City shall not be required to issue a
building permit for the Project unless the Community Benefit has been provided
to the City or to such third party as the City may direct. For the purposes of this
Agreement, a “Nominal Price” shall be any sales price that is $1,000 or less (not
including, and not limiting, the purchaser’s share of escrow fees, title insurance
costs, transfer taxes, prorated taxes and assessments and other customary
closing costs).
Section 3. Amendment to Subsection 4.2, Term of Residential Allocations.
Subsection 4.2 of the Agreement is hereby amended to read as follows:
“Term of Residential Allocations.
Once granted, the “Residential Allocations” provided by the Community
Benefit provisions of this Agreement shall extend until three years from the
Effective Date (“the Residential Allocation Term”). The City Manager may, for
good cause, extend the Residential Allocation Term twice for periods of six
months each, provided the Developer has at the time of such extension applied
for a building permit. It is acknowledged that Developer shall not have a right to
the Residential Allocations until such time as it has transferred the Adjacent
Property in accordance with Section 3.1. Notwithstanding the foregoing, if a
building permit for any structure has been issued by City, and if the construction
of any structure related to residential uses has been commenced on the Property
within said Residential Allocation Term or any extension period or periods, then
the Residential Allocations for the development on the particular parcel for which
the permit was issued shall be extended for the life of the building permit and any
extensions thereto. This Section 4.2 shall survive termination of the Agreement.”
Section 4. Life of Site Development Review Approval. The Project includes site
development review approval, which the City Council approved by Resolution No. 40–
18 on May 1, 2018. Dublin Municipal Code section 8.96.020.D provides that
construction pursuant to a site development review approval must commence within
one year of approval or the approval becomes null and void. The section further defines
commencement to mean either actual construction or “demonstrating substantial
progress toward commencing such construction. . . .” Under the unique circumstances
here involving the acquisition of the Off-Site Property, the City Council hereby finds that
Developer demonstrated “substantial progress toward commencing” construction of the
Project within one year of the site development approval for the Project and thereafter
has and will continue to do so throughout the term of the Agreement.
Section 5. Full Force and Effect. Except as specifically clarified, confirmed or
modified herein, the Agreement shall continue in full force and effect according to its
terms.
129
–4–
Section 6. Defined Terms. Defined terms have the same meaning in this
Amendment as in the Agreement unless otherwise specified.
Section 7. Memorandum. At the request of either party to the Agreement, the
parties shall execute and record a memorandum of the Agreement in the public records
of the County where the Property is located. Upon the expiration or earlier termination
of this Agreement, the parties shall execute and record a release of such memorandum.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date and year first above written.
CITY OF DUBLIN
By: __________________________
Linda Smith, City Manager
Attest:
________________________
Caroline P. Soto, City Clerk
Approved as to form
________________________
John D. Bakker, City Attorney
DEVELOPER
Crystal Bay Development LLC
__________________________
By:
Its:
3455641.6
130
Page 1 of 4
STAFF REPORT
CITY COUNCIL
DATE: July 21, 2020
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
SUBJECT: Local Housing Trust Fund Program
Prepared by: Jim Bergdoll, Senior Planner and Kristie Wheeler, Assistant
Community Development Director
EXECUTIVE SUMMARY:
The City Council will consider adoption of a Resolution authorizing the City Manager to
submit an application and receive up to $3,333,333 in grant funds from the State of
California’s Local Housing Trust Fund (LHTF) Program. The purpose of the LHTF
Program is to provide matching funds to local and regional housing trust funds
dedicated to the creation, rehabilitation, or preservation of affordable housing,
transitional housing and emergency shelters. These grant funds will be used to help
fund a 100 percent affordable rental housing project proposed at 6541 Regional Street.
The City Council will also consider reserving up to 114 units from the Downtown Dublin
Specific Plan Development Pool for this affordable housing project.
STAFF RECOMMENDATION:
1) Adopt the Resolution Authorizing Application for, and Receipt of, Local Housing
Trust Fund Program Funds; 2) Authorize the reservation of up to 114 residential units
from the Downtown Dublin Specific Plan Development Pool and preparation of a
Community Benefit Agreement; and 3) Direct Staff to issue a Letter of Intent to Eden
Housing to provide funding for an affordable rental housing project at 6541 Regional
Street.
FINANCIAL IMPACT:
The Local Housing Trust Fund Program requires a minimum one-to-one match from
eligible local housing trust funds and awards maximum points for applications proposing
a three-to-one match. Staff proposes to commit land (valued at approximately $5
million) plus approximately $5 million from the Alameda County A-1 Bond or the City’s
Affordable Housing Fund as matching funds for a three -to-one match. Additionally, Staff
time is required to prepare the grant application and administer the receipt and
disbursement of the grant funds.
Attachment 6
131
Page 2 of 4
DESCRIPTION:
The Local Housing Trust Fund (LHTF) Program is funded by the Veterans and
Affordable Housing Bond Act of 2018 (Proposition 1) and administered by the California
Department of Housing and Community Development (HCD). HCD will allocate up to
300 million of the bond proceeds over a number of years. The purpose of the LHTF
Program is to provide matching funds to local and regional housing trust funds
dedicated to the creation, rehabilitation, or preservation of affordable housing,
transitional housing, and emergency shelters.
A Notice of Funding Availability (NOFA) was released on April 30, 2020, for
approximately $57 million in funds from the LHTF Program with an application deadline
of August 3, 2020. The program provides grants of up to $5 million. Grants are awarded
on a competitive basis using a number of criteria to rate application submittals. Amongst
other requirements, the City Council must adopt a Resolution authorizing the City
Manager to submit an application and receive grant funds from the LHTF Program
Attachment 1). In addition, the application must identify an eligible project, provide
matching funds and make a commitment to housing affordability. Staff is proposing to
request a grant of $3,333,333 as further discussed below.
Eligible Project
Staff proposes to submit a grant application for a proposed affordable housing project
on a 1.3-acre site located at 6541 Regional Street. This site will be acquired by the City
for affordable housing through an approved Community Benefit Agreement (CBA)
associated with the adjacent St. Patrick Way Residential Project. Staff has been
working with Eden Housing (Eden) over the past two years on potential affordable
housing proposals for this site. Eden has prepared a preliminary proposal to develop
between 70 and 114 units of affordable senior and/or special needs housing with a
projected total development cost of between $46 million and $74 million (Attachment 2).
Commitment of Housing Affordability
Eden’s proposal for the Regional Street site would meet the required LHTF Program
affordability criteria. One hundred percent of the project units would be affordable to
households earning no more than 60 percent of area median income (AMI), with 30
percent of the project units affordable to households earning no more than 30 percent of
AMI.
Matching Funds for Project
The LHTF Program requires a minimum one-to-one local match of funds and maximum
points are awarded to applications that include a three-to-one match. Staff is proposing
a three-to-one match which includes the 1.3-acre site that the City will acquire through
the CBA (valued at approximately $5 million) plus approximately $5 million either from
the Alameda County A-1 Bond (leaving approximately $3 million in A-1 Bond money
available to allocate to another affordable project in the future) or the City’s Affordable
Housing Fund. Dublin’s Affordable Housing Fund currently has sufficient funds that
could be pledged for the match, but grant applicants receive extra points for using a
non-residential source” such as the A-1 Bond funds. The total match of approximately
10 million equals three times the $3,333,333 grant request in the proposed LHTF
Program application. The requested amount is based on the project need and the
opportunity to leverage the local funds to maximize the competitiveness of the
132
Page 3 of 4
application.
Downtown Dublin Specific Plan Development Pool
The Downtown Dublin Specific Plan identifies the number of residential units that can be
constructed within the Specific Plan area and has established a pool of these units. A
developer must request City Council authorization to reserve units from the pool and
provide a benefit to the community for use of the units. A Community Benefit Agreement
is required to ensure that a benefit is provided and establishes a timeframe in which the
developer must construct the units. The units are returned to the pool at the end of the
established timeframe, if not constructed.
Eden has prepared a preliminary proposal, being reviewed at a staff level currently, to
develop between 70 and 114 units of affordable senior and/or special needs housing
and is requesting authorization for an allocation of up to 114 units from the Downtown
Dublin Specific Plan Development Pool. In order to construct the pro ject, a Community
Benefit Agreement and Site Development Review Permit will be required.
Eden and Staff have discussed the terms of the community benefit, as follows:
Eden would receive an allocation of up to 114 units from the Downtown Dublin
Specific Plan Development Pool. In exchange for the allocation of development
capacity, 100 percent of the project units would be affordable to households
earning no more than 60 percent of AMI, with 30 percent of the project units
affordable to households earning no more than 30 percent of AMI.
The term of the reserved units obtained from the Development Pool is two years
from City approval of project entitlements, which in this case will be a Site
Development Review Permit, unless that timeframe is extended by the City.
City Council authorization to prepare the Community Benefit Agreement does not imply
any endorsement of the project. Eden will need to submit a Site Development Review
Permit application for complete review. This application will be reviewed concurrently
with preparation of the Community Benefit Agreement.
Letter of Intent
Staff proposes to issue a Letter of Intent (Attachment 3) to Eden Housing to provide the
project site and approximately $5 million for the proposed affordable housing project
identified in the LHTF Program application. The Letter of Intent will increase the
competitiveness of the City’s application by providing “tie-breaker” points, if needed.
Through the Letter of Intent, the City is committing to the development of an affordable
housing project on the Regional Street site in partnership with Eden Housing, contingent
on the project securing all the necessary financing and permits to build the project.
Eden has successfully developed four other affordable housing projects in Dublin over
the past 15 years and has established a solid working relationship with the City over
those years.
ENVIRONMENTAL REVIEW:
The Resolution authorizing the City Manager to submit an application and receive grant
133
Page 4 of 4
funds from the LHTF Program is exempt from the requirements of the California
Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378 as the
application does not meet CEQA’s definition of a “project” and would not result in either
a direct physical change, or a reasonably foreseeable indirect physical change in the
environment.
STRATEGIC PLAN ALIGNMENT:
Strategy 3: Create More Affordable Housing Opportunities
Objective A: Facilitate production of affordable housing for lower income seniors,
workforce and special needs households by leveraging the Alameda County Measure
A-1 Bond funds and the City’s Affordable Housing Fund.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
None.
ATTACHMENTS:
1. Resolution Authorizing Application for, and Receipt of, Local Housing Trust Fund
Program Funds
2. Project Description
3. Letter of Intent
134
Reso No. 77-20, Item 4.11, Adopted 07/21/20 Page 1 of 3
RESOLUTION NO. 77 - 20
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
AUTHORIZING APPLICATION FOR, AND RECEIPT OF, LOCAL HOUSING TRUST
FUND PROGRAM FUNDS
WHEREAS, a necessary quorum and majority of the Council members of the City of Dublin
Applicant”) hereby consents to, adopts and ratifies this resolution; and
WHEREAS, the State of California (the “State”) Department of Housing and Community
Development (“Department”) is authorized to provide up to $57 million under the
Local Housing Trust Fund (“LHTF”) Program from the Veterans and Affordable Housing Bond
Act of 2018 (Proposition 1) (as described in Health and Safety Code section 50842.2 et
seq. (Chapter 365, Statutes of 2017 (SB 3)) (“Program”); and
WHEREAS, the Department issued a Notice of Funding Availability (“NOFA”) dated April
30, 2020, under the LHTF Program; and
WHEREAS, the City of Dublin is an eligible Local Housing Trust Fund applying to the
Program to administer one or more eligible activities using Program Funds; and
WHEREAS, the Department may approve funding allocations for the LHTF Program,
subject to the terms and conditions of Health and Safety Code Section 50842.2, the LHTF
Program Guidelines, NOFA, Program requirements, the Standard Agreement and other related
contracts between the Department and LHTF award recipients.
NOW, THEREFORE, BE IT RESOLVED, the Dublin City Council confirms the following:
SECTION 1. The City Manager, Linda Smith, is authorized to execute the LHTF Program
Application, the LHTF Standard Agreement and any subsequent amendments or modifications
thereto, as well as any other documents which are related to the Program or the LHTF Award to
Applicant, as the Department may deem appropriate; and
SECTION 2. If the City of Dublin receives an award of LHTF funds from the Department
pursuant to the above referenced LHTF NOFA, it represents and certifies that it will use all such
funds on Eligible Projects in a manner consistent and in compliance with all applicable state and
federal statutes, rules, regulations, and laws, including, without limitation, all rules and laws
regarding the LHTF Program, as well as any and all contracts Applicant may have with the
Department (“Eligible Project”); and
SECTION 3. The City of Dublin, with its “Inclusionary Zoning In Lieu Fees Fund,”
established by Ordinance No. 8-02 in May 2002 and published in Dublin Municipal Code Chapter
8.68 (also known as the “Affordable Housing Fund”), as an eligible LHTF, is hereby authorized
to act as the trustee in connection with the Department's funds to Eligible Projects pursuant to
the above-described NOFA in an amount not to exceed $5,000,000 (the "LHTF Award"); and
135
Reso No. 77-20, Item 4.11, Adopted 07/21/20 Page 2 of 3
SECTION 4. Applicant hereby agrees to match on a dollar for dollar basis the LHTF Award
pursuant to Guidelines Section 104. Applicant hereby agrees to utilize matching finds on a dollar-
for-dollar basis for the same Eligible Project for which Program Funds are used, as required by
HSC Section 50843.5(c) (A summary of the City’s commitment on the Eligible Project is included
as Exhibit A); and
SECTION 5. Pursuant to Exhibit A and the Applicant’s certification in this resolution, the
LHTF funds will be expended only for Eligible Projects and consistent with all program
requirements and Applicant shall be subject to the terms and conditions as specified in
the Standard Agreement, H&S Section 50842.2 and LHTF Program Guidelines.
PASSED, APPROVED, AND ADOPTED by the Dublin City Council on this 21st day of July
2020 by the following vote:
AYES: Councilmembers Goel, Hernandez, Josey, Kumagai and Mayor Haubert
NOES:
ABSENT:
ABSTAIN:
Mayor
CERTIFICATE OF THE ATTESTING OFFICER
The undersigned does hereby attest and certify that the foregoing Resolution is a true, full and
correct copy of a resolution duly adopted at a meeting of the Dublin City Council which was duly
convened and held on the date stated thereon, and that said document has not been amended,
modified, repealed or rescinded since its date of adoption and is in full force and effect as of the
date hereof.
ATTEST:
City Clerk
ATTACHMENTS:
1. Exhibit A - Summary of City of Dublin Commitment of Funding
136
Reso No. 77-20, Item 4.11, Adopted 07/21/20 Page 3 of 3
Exhibit A:
Summary of City of Dublin Commitment for Use of the Local Housing Trust Fund Program
Funds and Matching Funds
The City of Dublin’s Local Housing Trust Fund (LHTF) match of land and funding and the proposed
LHTF grant will be used for a project proposed by Eden Housing, Inc. for approximately 71
affordable rental units on a 1.3-acre site located at 6541 Regional Street. This project is being
accepted by the City for LHTF funding contingent upon project financing and necessary
entitlements. One hundred percent of the proposed 71 units are committed to be affordable to
households earning no more than 60 percent of area median income (AMI). Twenty-two of the
proposed 71 units (31 percent) and at least 30 percent of the Program Funds are committed to
be used for households earning no more than 30 percent of AMI. None of the LHTF Program
funding is proposed to be expended on assistance to moderate-income households.
137
July 7, 2020
City of Dublin Community Development
c/o Jim Bergdoll, AICP
Senior Planner
City of Dublin
100 Civic Plaza, Dublin, CA 94568
Dear Jim,
Thank you for the opportunity to provide a proposal to partner with you on an affordable housing
development at the 6541 Regional Street site in Dublin, CA. Eden Housing has developed over 65
projects and 4,600 units in Alameda County, including 4 properties totaling 300 units in the City of
Dublin and has deep experience and expertise with affordable housing development. We are
extremely interested in participating in this project, and we have put together the following
preliminary development proposal for consideration.
Proposed Project
The following is preliminary proposal based on our knowledge of the site and current
understanding of available financing. We can easily adjust the project to include more or fewer
units after further discussions with the City, completing the entitlement approval process, and
continued exploration of available financing sources.
Eden proposes to develop the 1.33-acre Regional Street site with approximately 70 to 114
units of senior and/or special needs housing to compliment other market rate, non-age
restricted housing in the area. The majority of the units would be one-bedroom with one two-
bedroom manager unit and would be affordable to households earning between 60 percent
and 20 percent of area median income (AMI). The final unit count will depend on the
entitlement process and feedback from stakeholders and the availability of funding.
Eden anticipates developing a four-story, elevator-served community designed to
accommodate the unique needs of seniors. The project will be surface-parked and will include
amenities common to Eden’s high-quality projects – a community room, a computer center,
and well-appointed outdoor spaces such as community gardens and BBQ areas. Eden will also
have its service coordination staff provide programming that helps build community and
support the residents, including health and wellness programming along with financial literacy
and fraud prevention training.
Project Financing
The proposed project is expected to cost approximately $46 to $74 million or $651,000 per
unit, estimated using recent pricing for similar Eden projects. This amount is inclusive of the
land value, project design, construction, in-direct costs, and finance and carrying costs. We
have made conservative but well-informed financing assumptions as a place to start our
discussion and expect to refine these assumptions as necessary and practicable.
138
2
In addition to the $3,333,333 grant application that the City intends to submit through the
Local Housing Trust Fund Program and the City’s proposed matching, the project site is near
several neighborhood amenities and, therefore, qualifies for the competitive nine percent Low
Income Housing Tax Credit (LIHTC) program. Of the two LIHTC executions, nine percent LIHTC
garners the largest amount of equity and, therefore, reduces the need for local subsidy. That
being said, it is a very competitive resource and can take multiple rounds to secure an award.
In addition, to these tax credits, the development will score well for the State’s Infill
Infrastructure Grant Program (IIG). Eden has secured this funding for multiple projects,
including four of our five most recently completed developments: Alta Mira, Miraflores
Apartments, Hana Gardens, and Valor Crossing. We are highly accustomed to working with the
State and have developed strategies to best position our projects for competitiveness during
the application process. The project also supports a small traditional permanent loan and will
score well on the Federal Home Loan Bank Affordable Housing Program. We have excellent
relationships with banks within the FHLB network that can sponsor our application for these
funds.
Community Outreach & Messaging
We know that all development projects require extensive community engagement and are
prepared to develop and implement an extensive outreach plan that will engage the
community both early and often. We will coordinate and facilitate a number of meetings with
neighbors and key stakeholders to gather feedback on the project design and approach. A
senior-level Eden staff member will attend all community meetings and these meetings can be
held virtually if required.
Eden is pleased to be considered for this project and welcomes the opportunity to partner with the
City on this site. Please contact me at (415) 846-2823 with any questions on the proposal above or if
you require additional information.
Sincerely,
Andrea Osgood
Vice President of Real Estate Development
139
July 22, 2020
Linda Mandolini, President
Eden Housing
22645 Grand Street
Hayward, CA 94541
Re: Letter of Intent to Commit Funding
Dear Linda,
This Letter of Intent is provided to Eden Housing (Eden) as the City of Dublin’s
commitment to provide funding for the development of an affordable rental
housing project at 6541 Regional Street. City staff has been working with Eden
over the past two years on potential affordable housing proposals for this site.
Eden has prepared a preliminary proposal to develop between 70 and 114 units
of affordable senior and/or special needs housing on the Regional Street site
with a projected total development cost of between $46 million and $74
million. One hundred percent of the project units would be affordable to
households earning no more than 60 percent of area median income (AMI),
with 30 percent of the project units affordable to households earning no more
than 30 percent of AMI.
The City intends to submit an application for grant funding in the amount of
3,333,333 from the State of California Local Housing Trust Fund Program. To
ensure competitiveness of the application, the City is proposing a three-to-one
match and will commit land (valued at approximately $5 million) plus
approximately $5 million from the Alameda County A-1 Bond base city
allocation pledged to Dublin or the City’s Affordable Housing Fund. In addition,
the City has reserved up to 114 residential units from the Downtown Dublin
Specific Plan Development Pool for the proposed project.
Through this Letter of Intent, the City is committing to the development of the
Regional Street site with the proposed affordable housing project in partnership
with Eden, contingent on the project securing all the necessary financing and
permits to build the project. We look forward to working with you on this
project.
Sincerely,
Linda Smith
City Manager
140
Option Agreement for the
Regional Street Affordable
Housing Project
March 16, 2021
Item 7.1
Project Site
Project Background
•Crystal Bay is the current owner and developer of the
499-unit St. Patrick's Way Residential project
•Crystal Bay transferring interest to AvalonBay
•AvalonBay expects to pull building permits late 2021
•City selected Eden Housing as the third-party designee
•Eden's preliminary proposal would develop 70 to 114
affordable units for senior citizens and/or people with
special needs
City Council Actions
•May 2018 –Community Benefit Agreement (CBA)
–499-unit residential project
–Dedication of 1.3-acre adjacent parcel
•April 2020 –First Amendment to CBA
–Extension to the term and clarifying language
–$5 million deposit and closing costs
–Assigned agreement from Bayview to Crystal Bay
City Council Actions
•July 2020 –Local Housing Trust Fund Program
–City Council authorized grant application to fund
affordable housing project on 1.3-acre adjacent parcel
–Staff also directed to issue Letter of Intent to Eden
Housing to provide matching funds required by grant
–Preliminary proposal to develop between 70 and 114
units of affordable senior and/or special needs housing
•February 2021 –City awarded $3.3 million
Option Agreement
•Option Agreement would ensure City’s interest in
developing 1.3-acre adjacent parcel with affordable
housing
•City would retain exclusive right and option to
purchase property back, if:
–Eden fails to enter into Affordable Housing Agreement;
–Eden attempts a transfer prior to recordation
of Regulatory Agreement; or
–Close of construction financing for project does not
occur within 36 months of Option Agreement
Next Steps
•Following transfer of 1.3-acre adjacent parcel to
Eden, staff will negotiate an Affordable Housing
Agreement, including:
–Regulatory Agreement
–Pre-Development Loan
–Community Benefit Agreement and allocation of units
from Downtown Dublin Development Pool
•Eden prepares project plans and submits
application for a Site Development Review Permit
Recommendation
•Adopt the Resolution Approving an Option
Agreement between the City of Dublin and
Corona Ely Ranch, Inc. on Property to be
Developed for an Affordable Housing Project;
and
•Appropriate $5,010,000 from the City’s
Affordable Housing Fund for the project