HomeMy WebLinkAboutItem 4.18 - 1271 Amendment to MOU with Dublin Unified
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STAFF REPORT
CITY COUNCIL
DATE: December 20, 2016
TO: Honorable Mayor and City Councilmembers
FROM:
Christopher L. Foss, City Manager
SUBJECT:
Second Amendment to Memorandum of Understanding (MOU) between
the City of Dublin and the Dublin Unified School District (DUSD) for 12-
Acre School/Park Site with the Dublin Crossing Project
Prepared by: Linda Smith, Assistant City Manager
EXECUTIVE SUMMARY:
The City Council will consider a second amendment to the Memorandum of
Understanding (MOU) between the City of Dublin and Dublin Unified School District
(DUSD) regarding a 12-acre school/park site within the Dublin Crossing project,
extending the term from December 31, 2016 to June 30, 2018.
STAFF RECOMMENDATION:
Adopt the Resolution Approving the Second Amendment to the Memorandum of
Understanding between the City of Dublin and the Dublin Unified School District.
FINANCIAL IMPACT:
No financial impact associated with the execution of the MOU.
DESCRIPTION:
On May 19, 2015, the City Council approved the Memorandum of Understanding
between the City and DUSD related to the delivery of a 12 -acre school site within the
Dublin Crossing project for a future joint use school/park site facility. The term of the
MOU was for 360 days. As part of tha t discussion, the City Council directed Staff work
with the District to include language in the long-term agreement requiring the District to
purchase the site (or a portion thereof) when funding from the State became available.
On May 3, 2016, the City Council reviewed a request to extend the MOU until
December 2018, as recommended by Staff. At that meeting, the District requested that
extension be September 30, 2016 and the City Council agreed to the shorter deadline.
The Amendment included language that allowed the City Manager and the
Superintendent to extend another 90 days should it be necessary.
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With the changes in management at the District and other business matters at the
District and the City, it has been difficult to negotiate all the necess ary terms for a future
school/park site. Therefore, the District has requested a time extension of 18 -months to
June 30, 2018.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
None.
ATTACHMENTS:
1. Resolution Approving a Second Amendment to the Memorandum of Und erstanding
between the City of Dublin and the Dublin Unified School District
2. Exhibit A to the Resolution - Second Amendment to the Memorandum of
Understanding
3. First Amendment to Memorandum of Understanding
4. Memorandum of Understanding between the City and the District for Dublin Crossing
School-Park Site
RESOLUTION NO. XX - 16
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
* * * * * * * * * * *
APPROVING THE SECOND AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF DUBLIN AND THE DUBLIN UNIFIED SCHOOL DISTRICT
WHEREAS, on May 19, 2015, the City Council approved the Memorandum of Understanding
(MOU) between the City and Dublin Unified School District (DUSD) related to the delivery of a 12 -
acre school site within the Dublin Crossing project for a future joint use school/park site fa cility; and
WHEREAS, the term of the MOU was for 360 days; and
WHEREAS, on May 3, 2016, the City Council adopted Resolution 67-16, approving the First
Amendment to the Agreement, extending the term to September 30, 2016 and including the ability
for the City Manager and Superintendent to extend for an additional 90 days; and
WHEREAS, the City Manager and the Superintendent exercised the 90-day extension period;
and
WHEREAS, the District has requested that the MOU be extended until June 30, 2018.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the second amendment to the Memorandum of Understanding between the City
of Dublin and the Dublin Unified School District, as shown as Exhibit A.
PASSED, APPROVED AND ADOPTED this 20th day of December, 2016, by the
following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
SECOND AMENDMENT TO
MEMORANDUM OF UNDERSTANDING
(Dublin Crossing School Site/Site E-6)
This Second Amendment to Memorandum of Understanding (“Second Amendment”)
dated December 20, 2016 is entered into by and between the City of Dublin (the “City”) and the
Dublin Unified School District (“DUSD”). The City and DUSD are each individually referred to
as a “Party” and collectively referred to as the “Parties.”
RECITALS
WHEREAS, Dublin Crossing Venture LLC ( “Developer”) and the City entered into that
certain “Development Agreement Between the City of Dublin and Dublin Crossing Venture LLC,”
dated November 19, 2013 and recorded in the Official Records of Alameda on June 4, 2014 as
document number 2014134795, (the “Agreement”); and
WHEREAS, Developer’s original entitlements allowed for the construction of up to 1,995
single- and multi-family residential units; up to 200,000 square feet of retail, office, and/or
commercial uses; a 30 acre Community Park; a 5-acre Neighborhood Park, and a 12-acre elementary
school site; and
WHEREAS, DUSD stated it was unlikely that it would have the ability to acquire the 12-
acre elementary school site in the near term, given the current land value of approximately
$36,000,000; and
WHEREAS, Developer and City reached an agreement allowing the transfer of the future
school site (the “Dublin Crossing School Site”) to the City at no cost in exchange for certain
modifications to the entitlements for the Dublin Crossing Project; and
WHEREAS, Developer and City entered into that certain “Amendment No. 1 to
Development Agreement Between the City of Dublin and Dublin Crossing Venture LLC” in order to
amend the terms of the Agreement to reflect the changes to the entitlements, remove the
requirements to construction funding for the 5-acre Neighborhood Park, and to reduce the total
Community Benefit Payment, as well as to include language related to the no-cost transfer of the
Dublin Crossing School Site; and
WHEREAS, the City and DUSD have had preliminary discussions regarding the lease
of the Dublin Crossing School Site by the City to DUSD; and
WHEREAS, the Parties entered into a memorandum of understanding (the “MOU”) on
May 19, 2015 (“Effective Date”) to bring clarity to their joint commitment and to set out in
general terms the various roles each Party will play and actions needed to be taken to effectuate
the proposal; and
WHEREAS, on May 3, 2016, the Parties entered into a First Amendment to the MOU
(Resolution 67-16) extending the term to September 30, 2016 and including a provision that
allowed the City Manager and the Superintendent to extend the term for an additional 90 days;
and
WHEREAS, the Parties did extend the MOU through the end of the calendar year; and
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WHEREAS, the Parties anticipate that they will need more time before reaching more
definitive agreements with respect to the matters set forth therein, and therefore desire to extend the
term of the MOU until June 30, 2018; and
NOW THEREFORE, the Parties hereby agree as follows:
Section 1. Extension of Term. Section 7 of the MOU is amended to read in its
entirely as follows: “The provisions of this MOU shall expire on June 30, 2018. This MOU may
be terminated at any time by mutual consent of the Parties.”
Section 2. Except as specifically clarified, confirmed or modified herein, the MOU
shall continue in full force and effect according to its terms.
CITY OF DUBLIN
By:_____________________________
David Haubert, Mayor
Date:___________________
DUBLIN UNIFIED SCHOOL DISTRICT
By:_____________________________
Megan Rouse, Board President
2640794.1
FIRST AMENDMENT TO
MEMORANDUM OF UNDERSTANDING
Dublin Crossing School Site/Site E-6)
This First Amendment to Memorandum of Understanding ("First Amendment") dated
May 3, 2016 is entered into by and between the City of Dublin (the "City") and the Dublin
Unified School District("DUSD"). The City and DUSD are each individually referred to as a
Party" and collectively referred to as the "Parties."
RECITALS
WHEREAS, Dublin Crossing Venture LLC ("Developer")and the City entered into that
certain"Development Agreement Between the City of Dublin and Dublin Crossing Venture LLC,"
dated November 19, 2013 and recorded in the Official Records of Alameda on June 4, 2014 as
document number 2014134795, (the"Agreement"); and
WHEREAS, Developer's original entitlements allowed for the construction of up to 1,995
single- and multi-family residential units; up to 200,000 square feet of retail, office, and/or
commercial uses;a 30 acre Community Park;a 5-acre Neighborhood Park,and a 12-acre elementary
school site; and
WHEREAS, DUSD stated it was unlikely that it would have the ability to acquire the 12-
acre elementary school site in the near term, given the current land value of approximately
36,000,000; and
WHEREAS, Developer and City reached an agreement allowing the transfer of the future
school site (the "Dublin Crossing School Site") to the City at no cost in exchange for certain
modifications to the entitlements for the Dublin Crossing Project; and
WHEREAS, Developer and City entered into that certain "Amendment No. 1 to
Development Agreement Between the City of Dublin and Dublin Crossing Venture LLC"in order to
amend the terms of the Agreement to reflect the changes to the entitlements, remove the
requirements to construction funding for the 5-acre Neighborhood Park, and to reduce the total
Community Benefit Payment, as well as to include language related to the no-cost transfer of the
Dublin Crossing School Site; and
WHEREAS, the City and DUSD have had preliminary discussions regarding the lease
of the Dublin Crossing School Site by the City to DUSD; and
WHEREAS, the Parties entered into a memorandum of understanding(the "MOU") on
May 19, 2015 ("Effective Date")to bring clarity to their joint commitment and to set out in
general terms the various roles each Party will play and actions needed to be taken to effectuate
the proposal; and
WHEREAS, the MOU is set to expire 360 days after the Effective Date; and
FIRST AMENDMENT TO
MEMORANDUM OF UNDERSTANDING
Dublin Crossing School Site/Site E-6)
D\VK SF 842072v1
WHEREAS, the Parties anticipate that they will need more time before reaching more
definitive agreements with respect to the matters set forth therein,and therefore desire to extend the
term of the MOU until September 30, 2016.
NOW THEREFORE,the Parties hereby agree as follows:
Section 1. Extension of Term. Section 7 of the MOU is amended to read in its
entirely as follows: "The provisions of this MOU shall expire on September 30,2016. The
expiration date can be extended up to 90 days with mutual consent between the City Manager
and the DUSD Superintendent of Schools. This MOU may be terminated at any time by mutual
consent of the Parties."
Section 2. Except as specifically clarified, confirmed or modified herein, the MOU
shall continue in full force and effect according to its terms.
CITY OF DUBLIN
I
By: A A 01 li
Da!id Haubert, Mayor
Date: l4 4
DUBLIN IED SCHOOL DIS ' CT, ,
By: _%. . '
II an Cunningham, Bo-vs President
2640794.1
2
FIRST AMENDMENT TO
MEMORANDUM OF UNDERSTANDING
Dublin Crossing School Site/Site E-6)
DWK SF 842072v1
MEMORANDUM OF UNDERSTANDING
Dublin Crossing School Site/Site E-6)
This Memorandum of Understanding ("MOU") dated May 19, 2015, is entered into by
and between the City of Dublin (the "City") and the Dublin Unified School District ("DUSD").
The City and DUSD are each individually referred to as a "Party" and collectively referred to as
the "Parties."
RECITALS
WHEREAS, Dublin Crossing Venture LLC ("Developer") and the City entered into that
certain "Development Agreement Between the City of Dublin and Dublin Crossing Venture
LLC," dated November 19, 2013 and recorded in the Official Records of Alameda County
Official Records") on June 4, 2014 as document number 2014134795 (the "Agreement"); and
WHEREAS, Developer's original entitlements allowed for the construction of up to
1,995 single- and multi-family residential units; up to 200,000 square feet of retail, office, and/or
commercial uses; a 30 acre Community Park; a 5-acre Neighborhood Park, and a 12-acre
elementary school site; and
WHEREAS, DUSD stated it was unlikely that it would have the ability to acquire the
12-acre elementary school site in the near term, given the current land value of approximately
36,000,000; and
WHEREAS, Developer and City reached an agreement allowing the transfer of the
future school site (the "Dublin Crossing School Site") to the City at no cost in exchange for
certain modifications to the entitlements for the Dublin Crossing Project; and
WHEREAS, the City and DUSD have had preliminary discussions regarding the lease
of the Dublin Crossing School Site by the City to DUSD. The Dublin Crossing School Site is
shown in Exhibit A to this MOU; and
WHEREAS, DUSD is interested in this proposal because it does not have sufficient
funds at this time to purchase the Dublin Crossing School Site; and
WHEREAS, the City is interested in this proposal in order to help DUSD obtain rights
to a site to build a school in the Dublin Crossing Project area, while at the same time maintaining
the ability of the public to use the site for recreational, performing arts, and park purposes; and
WHEREAS, the City recently acknowledged the adverse effect caused by the lack of
State bond funding for new school facilities, and joined DUSD in calling upon state legislators
and the Governor to act to assist DUSD in mitigating the impact of new development, by
adoption of City Council Resolution No. 175-14 on October 21, 2014; and
WHEREAS, the Parties are interested in working together in good faith to take steps
needed to effectuate this proposal; and
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WHEREAS, the Parties now wish to enter into a memorandum of understanding to
bring clarity to their joint commitment and to set out in general terms the various roles each
Party will play and actions needed to be taken to effectuate the proposal; and
WHEREAS,this MOU is not intended to be binding on the Parties. It shall serve only to
guide the Parties in reaching subsequent and more definitive agreements, if any (the "Definitive
Agreements"), with respect to the matters set forth herein.
NOW THEREFORE,the Parties hereby agree as follows:
Section 1. Purpose of this MOU. This MOU is intended as an expression of a
preliminary basis for negotiations in an effort to reach Definitive Agreements on the City's lease
of the Dublin Crossing School Site to DUSD for use as a school site.
Section 2. Good Faith Efforts to Negotiate. The Parties shall use their best reasonable
efforts to successfully negotiate one or more definitive agreements that will describe the terms
and conditions for executing and implementing the intent of this MOU. The Parties shall
diligently and in good faith pursue such negotiations. Furthermore, the Parties shall use their best
reasonable efforts to obtain any third-party consent, authorization, approval, and exemptions
required in connection with the transactions contemplated hereby, including but not limited to
negotiations with Developer. This MOU does not impose any binding obligation on the Parties to
grant any approvals or authorizations, nor does it obligate the Parties to agree to any specific
terms or obligations in future definitive agreements.
Section 3. Terms. The negotiations hereunder shall be based on the following general
principles and responsibilities:
A. Upon completion of the following contingencies, City and DUSD will execute an
agreement ("Lease Agreement") whereby City leases to DUSD the Dublin
Crossing School Site for a nominal sum, equal to $1 per year, subject to further
negotiation.
1. City will process and consider applications for any planning, zoning and
other City approvals, including any associated CEQA review, in
accordance with all legal requirements and standards, to allow the
development of a school and joint use facilities on the Dublin Crossing
School Site.
2. The City's obligation to take those actions set forth above is contingent
upon DUSD providing City with written confirmation from the DUSD
Board of sources and availability of adequate financing, as well as project
schedule,to construct the school, including joint use facilities.
B. The Lease Agreement will require the following:
1. A lease term of 50-plus years subject to further negotiation.
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2. Prior to construction of the school and joint use facilities, DUSD will
provide City with written confirmation demonstrating California
Department of Education and DUSD Board approval of the use of the
Dublin Crossing School Site as a school site.
3. DUSD will construct the school and joint use facilities (described below)
on the Dublin Crossing School Site.
4. DUSD shall consult City on design matters during the school facilities
design process to ensure that the facilities being proposed meet the needs
of both DUSD and the City. City and DUSD will collaborate to create a
list of school and park facilities that will be developed and available for
joint use between City and DUSD upon completion of the school facilities
design. At a minimum, the joint use facilities shall incorporate the
following:
a. The multi-purpose room, blacktop areas, and all or a portion of the
field areas ("Joint Use Facilities") will be made available to the
City for use at no extra cost.
b. The parties shall use their best efforts to ensure that the Joint Use
Facilities together make up at least five (5) acres of the Dublin
Crossing School Site.
c. The parties shall use their best efforts to ensure that the portion of
the field areas included in the Joint Use Facilities make up at least
three (3) acres of the Dublin Crossing School Site, in order to
accommodate park needs after school hours.
d. DUSD shall maintain the field areas to a standard agreeable to the
City, which standard may exceed the existing maintenance
standards of DUSD. Maintenance standards will be further defined
in the Lease Agreement, such as frequency of mowing, aeration,
watering, and fertilization.
5. DUSD will be granted an option to purchase the Dublin Crossing School
Site at a future date, with the purchase price calculated using a fair market
methodology.
6. Those terms relating to the City's joint use of the Dublin Crossing School
Site will remain in effect should DUSD later exercise its option to
purchase the site from the City.
Section 4. No Obligation to Proceed. Nothing in this MOU creates a binding
obligation. Each Party expressly acknowledges and agrees that this MOU creates no obligation
on the part of any Party. Further, the Parties expressly acknowledge and agree that this MOU
does not commit the City to any planning, zoning or other City approvals needed to implement
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the intent of this agreement and all such City actions will be subject to the further discretionary
action by the City in compliance with all applicable legal requirements.
Section 5. Counterparts. This MOU may be executed in multiple counterparts, each
of which shall be an original and all of which together shall constitute one instrument.
Section 6. Execution of Definitive Agreements. If the Parties successfully negotiate
one or several Definitive Agreements, staff of the Parties shall recommend approval of said
Definitive Agreements to their respective governing bodies. No Party shall have any legal
obligation to grant any approvals or authorizations until a Definitive Agreement has been
approved by their respective governing bodies.
Section 7. Term. The provisions of this MOU shall expire 360 days from the
effective date of this MOU. This MOU may be terminated at any time by mutual consent of the
Parties.
IN WITNESS WHEREOF, the Parties have executed this Memorandum of Understanding,
effective as of the date first written above.
CITY OF DUBLIN,
r/ l I
By: IN 1 -
Da id Haubert, Mayor
Date: 6 H /
DUBLIN UNIFIED SCHOOL DISTRICT,
By:
Amy it er, Board President
Date: s//5/o?v
2440188.6
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