HomeMy WebLinkAbout4.5 Amendment to the Memorandum of Understanding for the Dublin Place Shopping Center (2)STAFF REPORT
CITY COUNCIL
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Agenda Item 4.5
DATE:April 6, 2021
TO:Honorable Mayor and City Councilmembers
FROM:Linda Smith, City Manager
SUBJECT:Amendment to the Memorandum of Understanding for the Dublin Place
Shopping Center
Prepared by: Hazel L. Wetherford, Economic Development Director
EXECUTIVE SUMMARY:
The City Council will consider approval of a first amendment to the Memorandum of
Understanding with ASVRF 7300 Amador, LP (successor in interest to ASVRF Acquisitions, LLC),
ASVRF Dublin Place, LP, and ASVRF 6960 Amador LP regarding the Dublin Place Shopping Center.
The Amendment includes a 12-month term extension.
STAFF RECOMMENDATION:
Adopt the Resolution Approving a First Amendment to the Memorandum of Understanding with
ASVRF 7300 Amador, LP, ASVRF Dublin Place, LP, and ASVRF 6960 Amador LP regarding the
Dublin Place Shopping Center.
FINANCIAL IMPACT:
There is no financial impact associated with the approval of this Amendment.
DESCRIPTION:
On October 15, 2019, the City Council adopted Resolution No. 107-19 (Attachment 3) approving a
Memorandum of Understanding (MOU) between the City of Dublin and ASVRF Acquisitions, LLC,
ASVRF Dublin Place, LP, and ASVRF 6960 Amador LP for the Dublin Place Shopping Center.
The Dublin Place Shopping Center located in the Retail District of Downtown Dublin contains eight
parcels with two property owners. ASVRF Dublin Place, LP, also known as American Realty
Advisors (ARA), now owns six of the eight parcels. At the time of the initial MOU in September
2019, ARA only owned five of the eight parcels and desired to acquire 7300 Amador Plaza Rd. in
partnership with the City of Dublin.
During that time, the City was working on the development of the Downtown Preferred Vision
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project and was working with ARA to develop new and more appropriate uses for the Shopping
Center consistent with the City’s Downtown Dublin Specific Plan, and to amend the Covenants,
Conditions and Restrictions (CC&Rs) and Reciprocal Easement Agreement (REA) encumbering the
Shopping Center.
The MOU outlined the terms between ARA and the City as it related to the joint commitment of
funds towards the acquisition of 7300 Amador Plaza Rd. As part of the acquisition, the City
contributed $3,000,000 and ARA contributed $3,775,000. The MOU outlined the following
requirements of ARA:
Acquire the other portions of the Shopping Center, and if successful in acquiring the
remaining sites, cooperate in the City’s efforts to site a town square park and sell the City
the necessary acreage as outlined in the MOU;
Identify and create a separate site for the development of an up-to-80-unit affordable
senior housing site;
Obtain termination rights and/or relocation rights within the leases for any future lease(s)
within both the 7950 Amador Valley Blvd. property and 7300 Amador Plaza Rd. property;
Apply for a permit for a new monument signage program which would include a
rebranding effort of the Shopping Center; and
If, during the 18-month period as outlined in the MOU, the City does not approve a higher
and better use of 7505 Dublin Blvd. as part of a larger redevelopment of the Shopping
Center, or if ARA decides that it would be beneficial not to develop 7505 Dublin Blvd. as
part of a larger redevelopment of the Shopping Center, then ARA will obtain a building
permit for the development of 7505 Dublin Blvd.
Due to the COVID-19 pandemic and the significant impact to owners and tenants of retail
properties, priorities were shifted and substantial delays in negotiations occurred. It is for this
reason that the City and ARA have agreed to extend the MOU for a period of 12 months to April 14,
2022.
STRATEGIC PLAN INITIATIVE:
Strategy 1: Implement the City’s Adopted Preferred Vision for Downtown Dublin.
Objective B: Work with property owners on acquisitions that result in the creation of a future
town square.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
The City Council Agenda was posted, and a copy of this Staff Report has been provided to ARA.
ATTACHMENTS:
1) Resolution Approving a First Amendment to Memorandum of Understanding (Dublin Place
Shopping Center)
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2) Exhibit A to the Resolution – First Amendment to the Memorandum of Understanding (Dublin
Place Shopping Center)
3) Resolution No. 107-19 Approving a Memorandum of Understanding (Dublin Place Shopping
Center)
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Attachment 1
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 A FIRST AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING
(DUBLIN PLACE SHOPPING CENTER)
WHEREAS,on October 15, 2019, the City Council adopted Resolution No. 107-19
approving a Memorandum of Understanding (MOU) between the City of Dublin and ASVRF
Acquisitions, LLC, ASVRF Dublin Place, LP, and ASVRF 6960 Amador LP also known as
American Realty Advisors (ARA) for the Dublin Place Shopping Center; and
WHEREAS,upon the City’s request, ARA agreed to use commercially reasonable efforts
to facilitate future development of the Shopping Center and site a Town Square, including the
acquisition of 7300 Amador Plaza Rd. (the “Property); and
WHEREAS,the MOU outlined the terms between ARA and the City as it related to the
joint commitment of funds towards the acquisition of the Property; and
WHEREAS,due to the COVID-19 pandemic and the significant impact to owners and
tenants of retail properties, priorities were shifted and substantial delays in negotiations
occurred; and
WHEREAS,the City requested, and ARA agreed, to extend the MOU for a period of 12
months.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the First Amendment to Memorandum of Understanding between the City of
Dublin and ASVRF 7300 Amador, LP, ASVRF Dublin Place, LP, and ASVRF 6960 Amador LP.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
amendments to the agreements, attached hereto as Exhibit A,and make any necessary, non-
substantive changes to carry out the intent of this Resolution, including amendments to the
Funding Agreement related to the acquisition of the Property, as deemed appropriate by the City
Manager.
PASSED, APPROVED AND ADOPTED this 6th day of April 2021, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
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Reso. No. XX-21, Item X.X, Adopted XX/XX/21 Page 2 of 2
ATTEST:
_________________________________
City Clerk
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ARAV-55373\2400145.1
FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING
(Dublin Place Shopping Center)
This First Amendment to Memorandum of Understanding (“First Amendment”) dated as
of April 6, 2021 (“Effective Date”), is entered into between and among the City of Dublin (the
“City”), ASVRF 7300 Amador, LP, a Delaware limited partnership (“ASVRF 7300”) as
successor in interest to ASVRF Acquisitions, LLC, a Delaware limited liability company
(“ASVRF Acquisitions”), ASVRF Dublin Place, LP, a Delaware limited partnership (“ASVRF
Dublin”) and ASVRF 6960 Amador, LP, a Delaware limited partnership (“ASVRF Amador” and
collectively “Owners”). The City and Owners are each individually referred to as a “Party” and
collectively referred to as the “Parties.” Capitalized terms not defined in this First Amendment
shall have the meanings specified in the MOU.
RECITALS
WHEREAS, ASVRF Acquisitions assigned all of its interest under the Purchase
Agreement to ASVRF 7300 which has acquired 7300 Amador Plaza Road, Dublin, California,
Assessor’s Parcel No. 941-0305-027 (the “7300 Amador Property”), located within the Dublin
Place Shopping Center (the “Shopping Center”); and
WHEREAS, the Owners wish to develop new and more appropriate uses for the
Shopping Center consistent with the City’s Downtown Dublin Specific Plan, including the siting
of a Town Square and the City is supportive of these efforts; and
WHEREAS, Owners and the City desire to see the Covenants, Conditions & Restricts
(CC&Rs) and Reciprocal Easement Agreement (REA) encumbering the Shopping Center
amended to allow more appropriate uses at the Shopping Center, consistent with the City’s
Downtown Dublin Specific Plan, redevelopment opportunities of various areas within the
Shopping Center, and/or improved signage; and
WHEREAS, to bring specificity to their joint commitment and to set out in general terms
and actions to encourage future development of the Shopping Center and siting of a Town
Square, consistent with the City’s Downtown Specific Plan, the Parties entered into a
Memorandum of Understanding dated October 15, 2019 (the “MOU”); and
WHEREAS, Owners and / or City have satisfied the requirements of Sections 2.A. and
2.B of the MOU; and
WHEREAS, in response to a request by the City, Owners have agreed to extend the
Term of the MOU upon the terms and conditions set forth herein.
NOW THEREFORE, the Parties hereby agree as follows:
Section 1. Recitals. The Recitals stated above are hereby ratified by the Parties as
being true, accurate and correct and are incorporated herein as if set forth in full.
Section 2. Term. The Term of this MOU shall be extended to the close of business
on April 14, 2022 and any other time periods specified in the MOU shall be extended
accordingly.
Attachment 2
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ARAV-55373\2400145.1 2
Section 3. Acquisitions. Pursuant to its obligations under Section 3.A.1. of the MOU,
ASVRF Acquisitions and subsequently ASVRF 7300 have made good faith efforts to acquire
the other portions of the Shopping Center consistent with its obligations under Section 3.A.1
thereunder. The foregoing notwithstanding, ASVRF 7300, or an affiliate thereof, shall continue
such good faith efforts during the extended Term of this MOU. It is understood and agreed that
the inability of ASVRF 7300 or an affiliate thereof to reach an agreement with the owner of the
941 Parcel to purchase said parcel for reasons that include, but are not limited to, the
unwillingness of the owner of the 941 Parcel to negotiate or negotiate in good faith or a failure
by said owner to respond to ASVRF 7300 or an affiliate thereof in a timely fashion shall not
constitute a breach by, or failure of ASVRF 7300 or an affiliate thereof to satisfy its obligations
hereunder.
Section 4. Senior Housing Site. Pursuant to its obligations under Section 3.A.2 of
the MOU, ASVRF Acquisitions and subsequently Owners have made good faith efforts to
identify and create a separate site for the development of an affordable senior housing site
consistent with its obligations under Section 3.A.2 thereunder. The foregoing notwithstanding,
Owners shall continue such good faith efforts under Section 3.A.2. of the MOU to attempt to
identify and create a separate site for the development of an up to 80-unit affordable senior
housing site, which the City will have the opportunity to acquire based upon the land’s Fair
Market Value, is conditioned upon Owners’ successful acquisition of the land identified in
Section 3.A.1 and shall be tied to the approval by the City of a master plan development,
approval by existing tenants (where applicable) and issuance of building permits related to that
portion of the Dublin Place Shopping Center where the affordable senior housing site would be
located.
Section 5. Sitting of Town Square. Pursuant to its obligations under Section 3. B. of
the, MOU, ASVRF Acquisitions and subsequently ASVRF 7300 made good faith efforts to
acquire the 941 Parcel consistent with its obligations thereunder. The foregoing
notwithstanding, ASVRF 7300, or an affiliate thereof, shall continue such good faith efforts
during the extended Term of this MOU. It is understood and agreed that the inability of ASVRF
7300 or an affiliate thereof to reach an agreement with the owner of the 941 Parcel to purchase
said parcel for reasons that include, but are not limited to, the unwillingness of the owner of the
941 Parcel to negotiate or negotiate in good faith or a failure by said owner to respond to
ASVRF 7300 or an affiliate thereof in a timely fashion shall not constitute a breach by, or failure
of ASVRF Acquisitions to satisfy its obligations hereunder. Furthermore, the timing of the close
of a purchase and sale agreement, as defined in Section 3.B.1.(i) of the MOU, shall be tied to
the approval by the City of a master plan development, approval by existing tenants (where
applicable) and issuance of building permits related to the portion of the Dublin Place Shopping
Center where the Town Square would be located.
Section 6. Entire Agreement. The MOU, as modified by this First Amendment,
contains all of the agreements and understandings related to the subject matter hereof.
Section 7. Remainder of MOU Unmodified. Except as set forth in this First
Amendment, the Parties agree that the MOU is unmodified and in full force and effect and that
no Party is in breach of any obligations thereunder. To the extent that the terms of the MOU
conflict with the terms of this First Amendment, the terms of this First Amendment shall be
controlling.
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Section 8. Counterparts. This First Amendment may be executed in multiple
counterparts, each of which shall be an original and all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, the Parties have executed this First Amendment, effective as of the
date first written above.
CITY OF DUBLIN
By:
Linda Smith, City Manager
Attest:
By:
Marsha Moore, City Clerk
Approved as to form
By:
John D. Bakker, City Attorney
ASVRF 7300 Amador, LP
a Delaware limited liability partnership
By: ASVRF Dublin Place GP Corporation,
a Delaware corporation,
its General Partner
By:
Name: Kirk Helgeson
Its: Executive Vice President
Date:
ASVRF DUBLIN PLACE, LP
a Delaware limited partnership
By: ASVRF Dublin Place GP Corporation,
a Delaware corporation
its General Partner
By:
Name: Kirk Helgeson
Its: Executive Vice President
Date:
ASVRF 6960 AMADOR, LP
a Delaware limited partnership
By: ASVRF Dublin Place GP Corporation,
a Delaware corporation
its General Partner
By:
Name: Kirk Helgeson
Its: Executive Vice President
Date:
3720871.1
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Attachment 3
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