HomeMy WebLinkAboutReso 112-17 Approving a Memorandum of Understanding with The Valley Children's Museum RESOLUTION NO. 112 — 17
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
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APPROVING A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF DUBLIN AND
THE VALLEY CHILDREN'S MUSEUM
WHEREAS, on April 18, 2006, the City Council unanimously 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 Dublin 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: Councilmembers Biddle, Goel, Gupta, Hernandez and Mayor Haubert
NOES:
ABSENT:
ABSTAIN:
yor
ATTEST:
6.4.4f,-
City Clerk
Reso No. 112-17, Adopted 8/15/2017, Item No. 7.1 Page 1 of 1
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:
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.
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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
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