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HomeMy WebLinkAbout7.1 - 1353 Valley Children's Museum MOU Page 1 of 3 STAFF REPORT CITY COUNCIL DATE: August 15, 2017 TO: Honorable Mayor and City Councilmembers FROM: Christopher L. Foss, City Manager SUBJECT: Memorandum of Understanding with Valley Children's Museum Prepared by: James Rodems, Parks and Community Services Director EXECUTIVE SUMMARY: The City Council will consider a Memorandum of Understanding (MOU) between the City of Dublin and the Valley Children's Museum regarding the development timeline for a potential Museum on the Dublin Crossing Park project site. STAFF RECOMMENDATION: Adopt the Resolution Approving the Memorandum of Understanding between the City of Dublin and the Valley Children's Museum. FINANCIAL IMPACT: No financial impact is associated with the execution of the Memo randum of Understanding. With respect to the proposed project, it is expected that the Valley Children's Museum will be responsible for all development costs of their 25,000 square- foot pad, correlating adjacent areas and any expansion of parking surfaces required for their project. City has not budgeted any additional improvements for this project. If the City Council wishes to fund additional improvements these costs would need to be encumbered out of the General Fund. DESCRIPTION: Background On April 18, 2006, the City Council discussed the concept for the Valley Children's Museum to locate a future facility within the Dublin Crossing Park development. This concept remained through the approval of the Dublin Crossing Park Master Plan. In August 2016, a preliminary presentation on the conceptual phase of the Dublin Crossing Community Park was presented to the Parks and Community Services Commission for review and comment. Multiple concepts for certain areas of the park were presented as options to be considered. Page 2 of 3 Based on the review of this concept, the Commission questioned whether the Valley Children's Museum facility might be better suited on another site in order to accommodate this concept. There was no opposition to the Valley Children's M useum project just a request to review placement at this location/site. At the November 15, 2016 City Council meeting, the Valley Children's Museum made a presentation regarding their readiness to finance and develop a facility that could be placed on the site in conjunction with the park development timeline. In order to not delay the development of the complete community park, the City Council directed Staff to prepare a memorandum of understanding to set milestone goals that would be used to determine deadlines in which Valley Children's Museum (VCM) could confirm financial readiness and the ability to begin the design and develop a facility. Memorandum of Understanding (MOU) Terms The proposed MOU includes the following terms and conditions: a. VCM will raise no less than $1,500,000 of donation commitments prior to July 1, 2018 to enable the design and construction of the Museum to proceed. If VCM fails to meet this obligation, the City shall have no further obligation to continue negotiating with VCM with respect to the siting of a Museum in the Dublin Crossing Community Park. b. On or before July 1, 2018, VCM shall provide City with written confirmation from its Board of Directors of the availability of adequate financing, preliminary project design, and a schedule for construction of the Museum, all of which shall be in a form satisfactory to the City Manager. c. City agrees not to enter into any other binding agreement for the construction of improvements, other than infrastructure improvements, on the Museum site during the term of this MOU. d. If VCM provides the items listed in 3.a and 3.b above on or before July 1, 2018, City and VCM will enter into a supplementary agreement setting forth successive financing and planning milestones that must be reached in order for City to reserve the Museum site for VCM. e. If VCM is permitted to construct the Museum, the project shall not to exceed a building footprint size of 25,000 square feet or building size of 50,000 square feet. f. Design plans for the Museum must include a minimum of 167 parking spaces to mitigate the additional load and additional cost of spaces to be borne by VCM. These spaces will be located on park land other than the Museum site. g. VCM shall abide by all City rules, processes, and procedures and shall be responsible for the cost of any and all permits, approvals, or inspections Page 3 of 3 required by the City. Nothing in this MOU shall be construed as waiving the established procedures and requirements set forth in the City’s Zoning Code. h. City agrees to cooperate with VCM’s fundraising efforts and its outreach to the community. NOTICING REQUIREMENTS/PUBLIC OUTREACH: Valley Children's Museum has been sent a copy of this Staff Report. ATTACHMENTS: 1. Resolution Approving a Memorandum of Understanding (MOU) between the City of Dublin and Valley Children's Museum 2. Exhibit A to the Resolution - Memorandum of Understanding RESOLUTION NO. XX-17 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * * * APPROVING A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF DUBLIN AND THE VALLEY CHILDREN’S MUSEUM WHEREAS, on April 18, 2006, the City Council unanim ously voted and directed Staff to include the needs and desires of the Valley Children’s Museum Board of Directors in future negotiations with the Army Reserve and/or Master Developer of the Camp Parks Project Area; and WHEREAS, the Camp Parks Project Area is currently known as the Dublin Crossing Community Park; and WHEREAS, on May 29, 2012 at a Special Meeting of the City Council the concept was discussed and tentatively incorporated as a park amenity in the project site as part of the process of developing a Dublin Crossing Park Master Plan; and WHEREAS, at the November 15, 2016 City Council meeting, the Valley Children's Museum made a presentation regarding their readiness to finance and develop a project that could be placed on the site in conjunction with the park development timeline; and WHEREAS, on November 15, 2016, the City Council provided direction to Staff to prepare a Memorandum of Understanding to set milestone goals that would be used to determine deadlines in which Valley Children's Museum could confirm financial readiness and the ability to begin the design and develop a facility. NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Dublin hereby approves a Memorandum of Understanding between the City of Du blin and the Valley Children’s Museum, as shown in Exhibit A. PASSED, APPROVED, AND ADOPTED this 15th day of August 2017 by the following vote: AYES: NOES: ABSENT: ABSTAIN: ______________________________ David Haubert, Mayor ATTEST: ________________________________ Caroline Soto, City Clerk APPROVED AS TO FORM: _____________________________ John Bakker, City Attorney MEMORANDUM OF UNDERSTANDING (Valley Children’s Museum) This Memorandum of Understanding (“MOU”) dated _____, is entered into by and between the City of Dublin (the “City”) and the Valley Children’s Museum, a California ______ (“VCM”). The City and VCM are each individually referred to as a “Party” and collectively referred to as the “Parties.” RECITALS WHEREAS, Dublin Crossing, LLC’s predecessor in interest obtained certain development entitlements to develop the Dublin Crossing project, and Dublin Crossing, LLC (“Developer”) is now pursuing those entitlements; and WHEREAS, Developer’s current entitlements allow 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 (“Dublin Crossing Community Park”); and a 12-acre elementary school site; and WHEREAS, VCM would like to locate its new museum (“Museum”) within the Dublin Crossing Community Park; and WHEREAS, on November 15th, 2016, the City Council directed staff to negotiate and develop a Memorandum of Understanding with the Valley Children’s Museum regarding requirements to show financial progress regarding the potential for a Museum located within the Dublin Crossing Community Park; and WHEREAS, City is amenable to construction of the Museum within the Park, provided that it receives assurance from VCM that it is capable of raising sufficient funds in a timely manner to cover design and construction costs; and WHEREAS, the Parties are interested in working together in good faith to take steps needed to design and construct the Museum; and WHEREAS, VCM has provided the City with a prelimary site plan for the proposed Museum, which is attached hereto as Exhibit A; and WHEREAS, the Parties now wish to enter into a memorandum of understanding to bring specificity to their joint commitment and to set out in general terms and actions needed to be taken to effectuate VCM’s proposed use of the Dublin Crossing Community Park; 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: 2 Section 1. Purpose of this MOU. This MOU is intended as an expression of a preliminary basis for negotiations in an effort to reach further definitive agreements on placement and funding of the Museum within the Dublin Crossing Community Park. 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. VCM will raise no less than $1,500,000 of donation commitments prior to July 1, 2018 to enable the design and construction of the Museum to proceed. If VCM fails to meet this obligation, the City shall have no further obligation to continue negotiating with VCM with respect to the siting of a Museum in the Dublin Crossing Community Park. b. On or before July 1, 2018, VCM shall provide City with written confirmation from its Board of Directors of the availability of adequate financing, preliminary project design, and a schedule for construction of the Museum, all of which shall be in a form satisfactory to the City Manager. c. City agrees not to enter into any other binding agreement for the construction of improvements, other than infrastructure improvements, on the Museum site during the term of this MOU. d. If VCM provides the items listed in 3.a and 3.b above on or before July 1, 2018, City and VCM will enter into a supplementary agreement setting forth successive financing and planning milestones that must be reached in order for City to reserve the Museum site for VCM. e. If VCM is permitted to construct the Museum, the project shall not to exceed a building footprint size of 25,000 square feet or building size of 50,000 square feet. f. Design plans for the Museum must include a minimum of 167 parking spaces to mitigate the additional load and additional cost of spaces to be borne by VCM. These spaces will be located on park land other than the Museum site. g. VCM shall abide by all City rules, processes, and procedures and shall be responsible for the cost of any and all permits, approvals, or inspections required by the City. Nothing in this MOU shall be construed as waiving the established procedures and requirements set forth in the City’s Zoning Code. h. City agrees to cooperate with VCM’s fundraising efforts and its outreach to the community. 3 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 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. Term. The provisions of this MOU shall expire on July 1, 2018. 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 By:_____________________________ David Haubert, Mayor Date:___________________ VALLEY CHILDREN’S MUSEUM By:_____________________________ Ed Duarte, President Date:___________________ 2844277.1