HomeMy WebLinkAboutItem 7.1 Jordan Rch School & Performing Arts Ctror
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DATE:
TO:
FROM:
SUBJECT
STAFF REPORT
CITY COUNCIL
March 1, 2016
Honorable Mayor and City Councilmembers
CITY CLERK
File #600 -40
Christopher L. Foss, City Manager "
Agreements Between the City of Dublin and the Dublin Uni ied School District
Relating to the Ground Lease of the Jordan Ranch School /Park Site, Updates to
the Master Joint Use Agreement and Approval of a New Use Agreement for the
Center for Performing Arts and Education at Dublin High School
Prepared by Linda Smith, Assistant City Manager and John Bakker, City Attorney
EXECUTIVE SUMMARY:
The City Council will consider the following actions between the City of Dublin and the Dublin
Unified School District: 1) Approval of the Option to Ground Lease Between the City of Dublin
and the Dublin Unified School District and Authorize the City Manager to Enter Into a Ground
Lease Agreement in substantially the form attached to the Option for the Jordan Ranch
School /Park Site; 2) Approval of the Second Amended and Restated Agreement Between the
City of Dublin and Dublin Unified School District Regarding Use of Facilities for Community
Recreation; and 3) Approval of the Agreement Between the City of Dublin and the Dublin Unified
School District for Use of Theater Facilities at Dublin High School Center for Performing Arts
and Education.
FINANCIAL IMPACT:
The Ground Lease Option and Lease Agreement specify an annual lease payment to the City
from Dublin Unified School District at $1 for a period of 99 years. The District will have the
option to purchase a portion of the Jordan School /Park site, which may provide a financial
benefit to the City. There is no financial impact related to the revisions to the Master Joint Use
Agreement. For the Center for Performing Arts and Education Agreement, the City does receive
an annual benefit of valued at approximately $20,000 related to the provision of District staff to
support use by the City.
RECOMMENDATION:
Staff recommends that the City Council adopt the Resolution Approving the Option to Ground
Lease Between the City of Dublin and the Dublin Unified School District and Authorizing the City
Manager to Enter Into a Ground Lease Agreement in substantially the form attached to the
Option for the Jordan Ranch School /Park Site; Approving the Second Amended and Restated
Agreement Between the City of Dublin and Dublin Unified School District Regarding Use of
Facilities for Community Recreation; and Approving the Agreement Between the City of Dublin
and the Dublin Unified School District for Use of Theater Facilities at Dublin High School Center
for Performing Arts and Education.
Page 1 of 4 ITEM NO. 7.1
DESCRIPTION:
Ground Lease
At the City Council meeting of March 17, 2015, the City Council unanimously approved a
Memorandum of Understanding (MOU) outlining the deal terms between the City and the Dublin
Unified School District relating to the use of a portion of a future 10 -acre community park site on
Central Parkway in the Jordan Ranch subdivision for an elementary school (Attachment 1).
At the October 6, 2015 meeting, the City Council adopted Resolution 165 -15, amending the
General Plan and Eastern Dublin Specific Plan, changing a portion of the community park site to
public /semi - public to allow for the siting of a school within the park site (Attachment 2).
In order to formalize the deal terms included in the MOU, staff from the City and the District
have created two agreements — a Ground Lease Option and a Ground Lease Agreement
(Attachments 3 and 4). The Option sets forth the parameters by which the City Manager and
the Superintendent would execute the Ground Lease Agreement.
To summarize, the City would enter into a 99 -year ground lease with the District in order to
provide a school site for the sum of $1 annually. The entire site will be developed and
maintained by the District and portions considered as park will be made available to the general
public outside of school hours for use by the community.
In order to finance and develop the school and park facilities, the District needs an option to
lease in order to satisfy the site control requirements of the State of California. The Option shall
not be effective until the District has provided evidence to the City Manager that indicates it has
satisfied the following requirements:
• Written confirmation from the District to the City demonstrating approval by Board of
Trustees of use of the Jordan Ranch Community Park site as a school site; and
• Written confirmation, approved by the District Board of Trustees, of the sources and
availability of adequate financing to construct the School Site Improvements and Park
Site Improvements, along with a schedule for completion of the work; and
• City review /approval of the Construction Plans for the School Site Improvements (review)
and for the Park Site Improvements (approval) that would be attached to the Ground
Lease as Exhibit D; and
• Award of a contract for construction of the work reflected in the Construction Plans.
The District may exercise the Option for a period of one year from its approval.
The Ground Lease Agreement (GLA) will be subsequently executed by the City and the District
once the Option is exercised. A form of GLA is attached to the Option as Exhibit A, and the City
Manager would be authorized to enter into a GLA in substantially that form on behalf of the City
once the District exercises the Option. The form includes a provision for the District to have the
option to purchase a portion of the site from the City should funds be available to do so. In that
instance, the City would consider the sale at fair market value and would retain the rights to use
the site as a joint use school /park site. All costs associated with the maintenance of the site will
be borne by the District.
Page 2 of 4
Master Joint Use Agreement Amendment
With the proposed Ground Lease item, the Master Joint Use Agreement needs to be amended
to reflect the addition of the new school /park facility in Jordan Ranch, as well as inclusion of
other facilities where there are separate agreements that govern those specific arrangements.
Notwithstanding the specific provisions in the Ground Lease Agreement, the Jordan Ranch
school site will be used much in the way that other school sites are used by the City's Parks and
Community Services Department. For ease of review, the language below is the substantive
amendment to the Agreement:
"4. OTHER CITY AND DISTRICT AGREEMENTS. This Agreement applies to joint
use of all CITY and DISTRICT property, except with respect to the following facilities, the
use of which are addressed in separate agreements between the Parties: Stager
Gymnasium at Valley High School, Dublin High School Tennis Complex, Dublin High
School Center for Performing Arts and Education, Jordan Ranch School /Park Site
(except as otherwise specified therein), and any future property or facilities of either
Party. "
Performina Arts Use Aareement
The Jordan Ranch School /Park Site MOU included a provision to require the District to provide
the City with access to the Center for Performing Arts and Education at Dublin High School, and
the City and District have negotiated an agreement allowing for this use. Under the terms, the
City will have an opportunity to use the facility, for a period of 99 years (to run concurrent with
the Ground Lease obligation at Jordan Ranch), either for City - presented performing arts
programs or to "grant" its theater time to community performing arts groups through a formal
grant program. The City will have the use of up to 128 hours annually at no cost to the City.
The District will provide trained theater personnel to staff City - presented performances (at the
City's option) and will allow access to District -owned theatrical equipment, making this a very
affordable way for the City of Dublin to bring high quality performances to the community and to
support local performing arts groups. The City will have priority in scheduling its performance
dates before the calendar is opened for general public rentals and will have the ability to
promote its performances on the Dublin High School digital marquee. The value of this
partnership is estimated at up to $20,000 annually.
Should the City Council approve this agreement, Staff will propose a structure for an arts space
granting program to the Heritage and Cultural Arts Commission, for their recommendation to
City Council later this year.
NOTICING REQUIREMENTS /PUBLIC OUTREACH:
A copy of the Staff report has been provided to Dublin Unified School District.
ATTACHMENTS: 1. Executed Memorandum of Understanding on Jordan Ranch
School /Park Site
2. Resolution No. 165 -15
3. Option to Ground Lease Agreement
4. Ground Lease Agreement
5. Resolution with Agreements attached as Exhibits A, B and C.
Exhibit A - Ground Lease Option and Lease Agreement; Exhibit B -
Page 3 of 4
Amended and Restated Master Joint Use Agreement; Exhibit C -
Center for Performing Arts and Education Use Agreement
Page 4 of 4
A 4+o- c- h me.nI- i
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ( "MOU ") dated March 17, 2015 ( "Effective Date "),
is entered into by and between the City of Dublin (the "City") and the Dublin Unified School
District ( "DUSD "). The City and DUSD are cach individually referred to as a "Party" and
collectively referred to as the "Parties."
RECITALS
WHEREAS, the City, DUSD, and the property owners have had preliminary discussions
regarding a proposal that involves the use of land currently designated as a community park for a
joint use school and park site ( "New School/Park Site ") and the development of a site currently
dual- designated for school and residential purposes for residential use ( "Existing Reserved
School Site "), within the Jordan Ranch Project area ( "Project "), both of which are shown in
Exhibit "A" attached to this MOU (the "Proposal "); and
WHEREAS, DUSD is interested in this proposal because it does not have sufficient
funds at this time to purchase the Existing Reserved School Site within the Project and believes
the New School/Park Site is a suitable alternative location; and
WHEREAS, the City is interested in this proposal in order to help DUSD obtain rights
to the New School/Park Site to build a school in the Project, while at the same time maintaining
the ability of the public to use portions of the New School/Park Site for recreational, performing
arts, and park purposes; and
WHEREAS, the City recently acknowledged the adverse effect of 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, effectuation of the Proposal would require a definitive agreement between
the Parties, and a separate agreement between the City and the developer of the Project
( "Developer') since the Project has vested rights under a development agreement and the
Proposal would involve amendments to existing Project entitlements and new entitlements, in
addition to a range of other issues; and
WHEREAS, the Parties are interested in working together in good faith to take steps
needed to effectuate this Proposal; and
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 that need to be taken to effectuate the Proposal; and
WHEREAS, the terms and responsibilities set forth in this MOU are not intended to be
binding on the Parties until approval by the Parties of subsequent and more definitive agreements, if
any (the "Definitive Agreements "), with respect to the matters set forth herein, but shall serve to
guide the Parties in reaching Definitive Agreements.
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NOW THEREFORE, the Parties hereby agree as follows:
Section 1. PuMose of this MQU. This MOU is an expression of a preliminary basis
for negotiations in an effort to reach Definitive Agreements concerning the following, among
others; 1) A long -term, as -is, ground lease whereby City will lease to DUSD and DUSD will
lease from the City the New School/Park Site for a nominal sum for construction of a school and
joint use facilities (the "Lease Agreement "); 2) Construction of school and joint use facilities on
the leased land by DUSD; and 3) Execution of a joint use agreement granting the City access to
joint use facilities under certain terms and conditions.
Section 2. Good Faith Efforts to Ne oti te, The Parties shall use their best reasonable
efforts to successfully negotiate one or several Definitive Agreements that will describe the
terms and conditions for executing and implementing the Proposal. The Parties shall diligently
and in good faith pursue such negotiations. Fb thermore, 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 the
Lease Agreement whereby DUSD leases from the City the New School/Park 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 City and DUSD park facilities on
the New School/Park Site. Upon approval of this MOU, the City will
initiate processing any required General Plan Amendments,
2. City will facilitate dedication of the New School/Park Site by Developer
to the City for public purposes.
3. City will consider and process, in accordance with all legal requirements,
an application to allow the development of residential use on the Existing
Reserved School Site.
4. The City's obligation to take final action on Items 1 -3, above, is
contingent upon the following:
a. DUSD providing City with written confirmation demonstrating
California Department of Education and DUSD Board approval of
the use of the New School/Park Site as a school site.
Molu with City for Joint Use
SF 7618530
b. 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 proposed school, including joint
use facilities.
5. 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,
6. City and DUSD will collaborate during the design process to create a list
of school and park facilities that will be developed and available for joint
use between City and DUSD.
B. The Lease Agreement will require the following:
1, DUSD will construct a school and joint use park facilities on the New
School/Park Site.
2. DUSD will maintain, once constructed, all joint use facilities to an agreed
upon level of service between the City and DUSD.
3. DUSD will allow the City to reserve the Dublin High School Center for
Performing Arts and Education for use by local and community groups
for an agreed -upon number of days annually.
4. City and DUSD will enter into a joint use agreement for use of certain
facilities and areas located on the New School/Park Site by the City and its
residents,
C. The City and DUSD will, separately from the Lease Agreement negotiations,
enter into good faith negotiations an amending the existing master joint use
agreement to include additional schools in the Eastern Dublin area.
Section 4. No Obligation to Proceed. Nothing in this MOU creates a binding
obligation unless and until the Parties enter into the Definitive Agreement {s }, Each Party
expressly acknowledges and agrees that this MOU creates no obligation on the part of any Party
except for each Party to continue negotiations in good faith to effectuate the Proposal and to use
its best reasonable efforts to effectuate the terms of this MOU. 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 MOU, and all 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, the Parties shall recommend approval of said Definitive
Agreements to their respective governing bodies. No Party shall have any legal obligation to
MOU with City for Joint Usa 3
SF 761853v1
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 I year from the Effective
Date of this MOU, but may be extended by mutual written consent of the Parties if needed. This
MOU may be terminated at any time by delivery of written notice by either Party to the other
Party.
IN WITNESS WHEREOF, the Parties have executed this Memorandum of Understanding,
effective as of the date first written above,
CITY OF DUBLIN
t
By:
Da id Hau ert, Mayor
DUBLIN UNIFIED SCHOOL DISTRICT
BY•
Amy Mill , Boar President
2397011.2
Moil with City for Joint use
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RESOLUTION NO. 163 -15
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
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APPROVING GENERAL PLAN AND EASTERN DUBLIN SPECIFIC PLAN
AMENDMENTS FOR PORTIONS OF DUBLIN RANCH SUBAREA 3 (IRONGATE), WALLIS
RANCH, AND JORDAN RANCH (PLPA 2015 - 00045, 2015 -00046 AND 2016- 00647)
WHEREAS, the Applicant, Mission Valley Properties, proposes to develop 45 homes on
a 4.8 -acre site known as Parcel H, to provide a School site on a 3.7- acre site south of Central
Parkway within Jordan Ranch, and to develop 105 detached units on a 9,2 -acre site known as
Neighborhood 7; and
WHEREAS, the application for the proposed development includes a General
Plan /Eastern Dublin Specific Plan Amendments to change the land use designation of the 4.6
acre site located at 4233 Fallon Road (APN 985 - 0098 -008) between Central Parkway and
Jordan Ranch Drive from Mixed Use (MU) to Medium Density Residential (6.1 to 14.0 units per
acre), The land use amendment and proposed development on the 4.8 -acre site would reduce
the residential density for the site; however, this site is not on the Housing Element inventory of
affordable housing opportunity sites and the redesignation would not raise Housing Element
consistency issues; and
WHEREAS, the application also includes a General Plan/Eastern Dublin Specific Plan
Amendments to change the land use designation of the 3.7 -acre site located east of Fallon
Road and along the south side of Central Parkway (portion of APN 985- 0027 - 007 -02) from
Parks /Public Recreation to Public /Semi- Public; and
WHEREAS, in addition to the three sites in Jordan Ranch, the City of Dublin proposes to
amend the land use for two other sites. One site within Dublin Ranch Subarea 3 (known as
Irongate) is 10.4 acres. The other site within Wallis Ranch is 1.9 acres; and
WHEREAS, the General Plan/Eastern Dublin Specific Plan land use amendments
initiated by the City propose to change the 10.4 -acre site within Dublin Ranch Subarea 3 located
south of Central Parkway and north of Dublin Boulevard between Lockhart Street and Fallon
Road from Rural/Residential Agriculture (RRIA) to Parks /Public Recreation (P/PR) (portion APN
985 - 0027 -012); and
WHEREAS, the General Plan/Eastern Dublin Specific Plan land use amendments
initiated by the City_ propose to change the 1.9 -acre site within Wallis Ranch located along the
west of Tassajara Road north of Dublin Ranch Road (APN 986 -0045 -009) from Semi - Public
(SP) to Parks /Public Recreation (P /PR); and
WHEREAS, related applications for the properties referenced above also include
Planned Development rezoning with related Stage 1 and/or Stage 2 Development Plans, Site
Development Review, Vesting Tentative Maps, and/or Development Agreement amendments.
The proposed amendments, development and applications are collectively known as the
"Project'; and
Page 1 of 10
WHEREAS, consistent with California Government Code Section 65.352.3, the City
obtained a contact list of local Native American tribes from the Native American Heritage
Commission and notified the tribes on the contact list of the opportunity to consult with the City
on the proposed General Plan and Specific Plan amendments. None of the contacted tribes
requested a consultation within the 90 -day statutory consultation period and no further action is
required under section 65352.3; and
WHEREAS, the California Environmental Quality Act (CEQA), together with the State
guidelines and City environmental regulations, require that certain projects be reviewed for
environmental impacts and that environmental documents be prepared. To comply with CEQA,
the City prepared and circulated a Mitigated Negative Declarations (MND) for the Project; and
WHEREAS, on September 22, 2015, the Planning Commission held a properly noticed
Public hearing on the Project, including the proposed General Plan and Eastern Dublin Specific
Plan amendments, at which time all interested parties had the opportunity to be heard ; and
WHEREAS, following the public hearing on September 22, 2015 the Planning
Commission approved Resolution 15 -08 recommending that the City Council not approve the
MND and proposed General Plan /Eastern Dublin Specific Plan amendments, which resolution
are incorporated herein by reference; and
WHEREAS, a Staff Report, dated October 6, 2015 and incorporated herein by reference,
described and analyzed the MND, the Project, including the General Plan and Specific Plan
amendments, and the Planning Commission recommendations for the City Council; and
WHEREAS, on October 6, 2015 the City Council held a properly noticed public hearing
on the Project, including the proposed General Plan and Eastern Dublin Specific Plan
amendments, at which time all interested parties had the opportunity to be heard; and
WHEREAS, on October 6, 2015, the City Council adopted Resolution 164 -15 approving
the MND and adopting a Mitigation Monitoring and Reporting Program and Statement of
Overriding Considerations; and
WHEREAS, the City Council used their independent judgment and considered the MND
and prior CEQA documents, and all above referenced reports, recommendations, and testimony
prior to approving the General Plan and Eastern Dublin Specific Plan amendments.
NOW, THEREFORE, BE IT RESOLVED that the foregoing recitals are true and correct
and made a part of this resolution.
BE IT FURTHER RESOLVED that based on the entirety of the record, the City Council
finds that the General Plan and Eastern Dublin Specific Plan amendments are in the public
interest and that the General Plan and the Eastern Dublin Specific Plan as so amended will
remain internally consistent, and that the Eastern Dublin Specific Plan as amended is consistent
with the General Plan, as amended.
BE IT FURTHER RESOLVED that the City Council hereby adopts the following
amendments to the General Plan.
Page 2 of 10
A. Amend the Land Use Map (Figure 1 -1a) of the General Plan as shown below.
0 DUBLIN GENERAL PLAN
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Sepsembet 16, 2013
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B. Amend Table 2.2 in the General Plan to increase the amount of Medium Density Residential by
4.6 acres; decrease Mixed Use by 4.6 acres; increase Parks/Public Recreation 8.6 acres;
reduce Rural Residential /Agriculture by 10.4 acres; reduce Semi - Public by 1.9 acres; and
increase Public/Semi- Public by 3.7 acres. (Table footnotes not included),
Page 3 of 10
C. Amend the Parks and Open Space Map (Figure 3 -1) of the General Plan to include the 10.4
acre site in Subarea 3 and 1.9 acre site in Wallis Ranch designated as Parks /Public
Recreation and remove the 3.7 acre site in Jordan Ranch that is redesignated as
Public/Semi Public in accordance with the General Plan Amendment consistent with the
adopted changes to the General Plan Land Use Map (Figure 1 -1).
D. Amend the Schools and Public Lands Map (Figure 4 -1) of the General Plan to include the 3.7
acre site in Jordan Ranch south of Central Parkway designated Public/Semi- Public in
accordance with this General Plan Amendment consistent with the adopted changes to the
General Plan Land Use Map (Figure 1 -1).
BE IT FURTHER RESOLVED that the City Council hereby adopts the following
amendments to the Eastern Dublin Specific Plan for Jordan- Ranch, Subarea3 and Wallis
Ranch.
Page 4 of 10
A. Amend the Land Use Map (Figure 4.1) of the Eastern Dublin Specific Plan to reflect the land
uses as follows:
B. Amend Table 4.1 in the Eastern Dublin Specific Plan to increase the amount of Medium Density
Residential by 4.6 acres; decrease Mixed Use by 4.5 acres; increase Parks /Public Recreation
8.6 acres; reduce Rural Residential /Agriculture by 10.4 acres; reduce Semi - Public by 1.9 acres;
and increase PublictSemi- Public by 3.7 acres. All footnotes remain except to eliminate the
following footnote: * * *4.6 acres is the same acreage as listed in the Commercial and
Residential Mixed Use cells. The 4.6 acres under Residential is not included in the sum of
Residential uses in this table. 5,000 square feet of commercial and 115 units are anticipated on
the mixed use sites (total). The FAR for Mixed Use governs both commercial and residential
uses.
TABLE 4.1
EASTERN DUBLIN SPECIFIC PLAN
LAND USE SUMMARY
(Amended Per Resolution Nos. 66-03, 47-04, 223 -05, 58-07, 37 -08, 210 - 081176 -090 76 -10, 55.12,
92-12,210-12,198-13,19-14, 59 -14
Land Use Description
LAND AREA
DENSITY
YIELD
COMMERCIAUIN DUSTRIAL
General Commercial
356.8 acres
.25 -.35 FAR
4,122 MSF
General Commercial/Campus Office
87.02 acres
.28 FAR
Figure 4.1
Industrial Park*
61.3 acres
25 -.28 FAR
Land Use flap
Neighborhood Commercial
57.89 acres
.30 -35 FAR
.812 MSF
Mixed Use
0 acres
130 -1.0 FAR
0 MSF
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.Parks Reserve Forces Training Area
(Camp• Parks)
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B. Amend Table 4.1 in the Eastern Dublin Specific Plan to increase the amount of Medium Density
Residential by 4.6 acres; decrease Mixed Use by 4.5 acres; increase Parks /Public Recreation
8.6 acres; reduce Rural Residential /Agriculture by 10.4 acres; reduce Semi - Public by 1.9 acres;
and increase PublictSemi- Public by 3.7 acres. All footnotes remain except to eliminate the
following footnote: * * *4.6 acres is the same acreage as listed in the Commercial and
Residential Mixed Use cells. The 4.6 acres under Residential is not included in the sum of
Residential uses in this table. 5,000 square feet of commercial and 115 units are anticipated on
the mixed use sites (total). The FAR for Mixed Use governs both commercial and residential
uses.
TABLE 4.1
EASTERN DUBLIN SPECIFIC PLAN
LAND USE SUMMARY
(Amended Per Resolution Nos. 66-03, 47-04, 223 -05, 58-07, 37 -08, 210 - 081176 -090 76 -10, 55.12,
92-12,210-12,198-13,19-14, 59 -14
Land Use Description
LAND AREA
DENSITY
YIELD
COMMERCIAUIN DUSTRIAL
General Commercial
356.8 acres
.25 -.35 FAR
4,122 MSF
General Commercial/Campus Office
87.02 acres
.28 FAR
1.054 MSF
Industrial Park*
61.3 acres
25 -.28 FAR
.747 MSF
Neighborhood Commercial
57.89 acres
.30 -35 FAR
.812 MSF
Mixed Use
0 acres
130 -1.0 FAR
0 MSF
Page 5 of 10
TABLE 4,1
EASTERN DUBLIN SPECIFIC PLAN
LAND USE SUMMARY
[Amended Per Resolution Nos. 66-03,47-04,223-05, 58-07,37.08,210-08,176-09,76-10,55-12,
92-12,210-12,198-13,19-14, 159 -14
Land Use Description
LAND AREA
DENSITY
YIELD
Mixed Use 2/Campus Office * * * **
25.33 acres
.45 FAR
.497 MSF
Campus Office
153.01 acres
.35 -.75 FAR
2.986 MSF
Subtotal
741.35 acres
Commercial
10.218 MSF
RESIDENTIAL
Industrial Park
High Density
58.74 acres
35 du/ac
2,456 du
Medium High Density
156.61 acres
20 dulac
3,132 du
Medium Density**__
482.06 acres
10 du/ac
4,820 du
Single Famil * * **
947.25 acres
4 du/ac
3,789 du
Estate Residential
30.4 acres
0.13 du/ac
4 du
Rural Residential /A ric.
539.55 acres
.01 du/ac
5 du
Mixed Use
0
0 du
Subtotal
2,214.56 acres
13,806 du
PUBLICISEMI- PUBLIC
Public /Semi- Public
96.8 acres
.24 FAR
9.012 MSF
Semi - Public
8.6 acres
.25 FAR
094
Subtotal
105.4 acres
1.106 MSF
SCHOOLS
Elementaty School
66.5 acres
5 schools
Junior High School
21.3 acres
1 school
Subtotal
87.8 acres
PARKS AND OPEN SPACE
C4 Park
56.3 acres
1 Rark
Community Park
93.3 acres
3 arks
Neighborhood Park
50.9 acres
7 parks
Neighborhood Square
16.7 acres
6 parks
Natural Commuri Park
10.4 acres
1 park
Subtotal
227.6 acres
18 parks
Open Space
684.06 acres
TOTAL LAND AREA
4060.77 acres
C. Amend Table 4.2 in the Eastern Dublin Speck Plan (footnotes not included):
TABLE 4.2
EASTERN DUBLIN SPECIFIC PLAN
POPULATION AND EMPLOYMENT SUMMARY
(Amended Per Resolution No. 47.04, 223 -05, 58 -07, 37-08,176-09, 75 -10, 55 -12, 92 -12, 210-12,198-13,19-14,
158 -14
Land Use Designation
Development
Sq Ft/
Personsfdu
Population
Em to ees
Commercial
Industrial Park
747 MSF
590
1,266
General
1.054 MSF
385
2,738
Commercial /Campus
Office*
General Commercial
4.122 MSF
510
8,082
Page 6 of 10
TABLE 4.2
EASTERN DUBLIN SPECIFIC PLAN
POPULATION AND EMPLOYMENT SUMMARY
(Amended Per Resolution No. 47.04, 223 -05, 58 -07, 37- 08,176 -09, 78 -10, 55 -12, 92 -12, 210 -12, 198 -13, 19-14,
159 -14
Land Use Designation
Development
Sq Ftf
Em to ess
Personsldu
Population
Neighborhood
Commercial
.812 MSF
490
Ratio
1,657
Mixed Use
0 MSF
490
0
Mixed Use 2/Campus
Office***
.497 MSF
264
12,400
1,910
Campus Office
2.986 MSF
250
11,485
PubliclSemi Public
1.012 MSF
590
13,806
1,715
Semi - Public
094 MSF
590
Specific Plan
159
TOTAL:
11.324 MSF
29 012
Resldendal
20,906
41,222
34,366
-S'865
High Density
2,056
2.0
4,112
Medium High Density
3 132
2.0
6,264
Medium Density
4,749
2.0
9,498
Single Family***
3,789
3.2
12,125
Estate Residential
4
3.2
13
Mixed Use
0
2.0
0
Rural ResidentiallA ric.
5
3.2
16
TOTAL:
131735
32,128
D. Amend Table 4.3 (footnotes not included).
TABLE 4.3
CITY OF DUBLIN
PROJECTED JOBSIHOUSING BALANCE
Amended Per Resolution No. 223-05,5M7, 37-08,178-09,76-10,55-12,92-12,210-12,1 13 19 -14, 159 -14
PLANNING
Dwelling
.lobs
Employed
Balance
Ratio
AREA
Units
Residents
Existing City of
7,100
12,210
12,400
-210
1.02:1.0
Dublin
Eastern Dublin
13,806
29,012
22,366
-5,646
1.30:1.0
Specific Plan
Area
TOTAL:
20,906
41,222
34,366
-S'865
1.32:1.0
E. Amend Section 4.8.4 Parks and Open Space to include the fallowing definition of a Natural
Community Park (Insert after Neighborhood Square).
Natural Community Park. Natural Community Parks of varying size offer a variety of passive
recreational opportunities that attract a range of age groups of people looking for a more
serene park experience as further described in the Parks and Recreation Master Plan.
Natural Community Parks should feature areas that are primarily un- programmed and more
natural in appearance, often including features that have historically exited on site, such as
hills, creek or wetland features, or man -made structures such as bridges or small buildings.
Page 7 of 10
...t �..1 H .M...n. �. -Hi. Ali. .�?16�wafN^�i'tiT',rw.•/.M+1.�tt eM ��•�m+.�yn'
Examples of uses include trails, sitting areas, wildlife viewing area and nature interpretive
areas with signage.
F. Amend Table 4.6.
TABLE 4.6
TOWN CENTER -- RESIDENTIAL
SUBAREA DEVELOPMENT POTENTIAL
Desi ation
Acres
Density
Development Potential
jPj,h Density
33.6
35 du/ac
908 du
Medium High Density
44.9
20 du/ac
852 du
Medium Densi
189.0
10 du/ac
1,949 du
Single Family
89.2
4 du/ac
399 du
Subtotal
356.7
---
4,108 du
Open Space
49.8
---
--
Ci Park
56.3
_ -_
1 park
Communi Park
80.6
Neighborhood Park
11.6
--
2 parks
Neighborhood Square
7.5
---
5 parks
Natural Communi Park
10.4
---
1 park
Semi - Public
--
- --
0 msf
Subtotal
216.2
---
Elernentarz School
31.1
- --
3 schools
TOTAL
604
---
4,108 dwelling units
10 parks
3 elementary schools
G. Amend Table 4.9.
Page 8 of 10
TABLE 4.9
FALLON VILLAGE CENTER
SUBAREA DEVELOPMENT POTENTIAL
Designation
Acres Density
Development Potential
Medium Density Residential
37(l) 10 du/ac
416 du
Medium High Residential
16,7 20 du/ac
334 du
Residential Subtotal
53.7 --
750 du
Neighborhood Park
2.7 --
--
Community Park
14.6 --
--
Public/Semi Public
5.7 --
--
Open Space
3.6 --
--
Park/Open Space Subtotal
20.9 --
1 community park
1 neighborhood s uare
Semi,- Public
6.2 --
w
Total
87.4 --
70,032 sf commercial
8'19 du
Page 8 of 10
1 community park
1 neighborhood s care
1 • Underlying Medium Density Residential on Jordan school site now shown (PLPA 2010.00068)• Up to 105 units possible and determined at
Stage 2 Development Plan,
"Note: The prior Junior High School land use designation has been changed to Medium -High Density Residential,
H. Ai
I. Maps to be updated in accordance with the land use amendments:
Figure S.1- Open Space Framework
J. Appendix 3: Eastern Dublin Specific Plan Land Use Summary by Planning Subarea will be
amended to reflect land use amendments.
K. Appendix 4: Eastern Dublin Specific Plan Land Use Summary by Land Owners will be
amended to reflect land use amendments.
BE IT FURTHER RESOLVED that this Resolution shall take effect thirty days after the
date of adoption.
Page 9 of 10
vote: PASSED, APPROVED, AND ADOPTED this 6th day of October, 2015, by the following
AYES: Councilmembers Biddle, Hart, Wehrenberg, and Mayor Haubert
NOES: Councilmember Gupta
ABSENT: None
ABSTAIN: None
ATTES
r
City Clerk
Reso No. 195 -15, Adopted 10 -6-15, Item 6.1
Page 10 of 10
r
v k'. 4
Mayor
Attachment 3
OPTION TO GROUND LEASE
This Option to Ground Lease (also referred to herein as the "Option" or "Option
Agreement ") is entered into this day of , 2016 ( "Effective Date "), by and
between the City of Dublin, a municipal corporation ( "City'), and the Dublin Unified School
District, a California public school district ( "District ").
RECITALS
A. City is the owner of an approximately 10 -acre parcel of real property (APN 985-
0098-002) that is more particularly described and depicted in the form of the Ground Lease
attached hereto as Exhibit A ( "Leased Premises "), which parcel is adjacent to a planned
approximately 7 -acre community park site.
B. District desires to lease the Leased Premises for the construction and operation
of school and joint use playground and park facilities.
C. City desires to lease the Leased Premises to the District on the terms the parties
have negotiated upon the District satisfying certain conditions.
D. In order to finance and develop the school and park facilities, the District needs
an option to lease the Leased Premises in order to satisfy the site control requirements of the
State of California.
E. Accordingly, the parties are entering into this Option Agreement on the terms
and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows:
1. Recitals. The foregoing recitals are hereby incorporated into this Agreement as
though fully set forth herein.
2. Grant of Option. City hereby grants to District an exclusive option to lease the
Leased Premises ( "Option ") pursuant to the terms and conditions set forth herein.
3. Option Fee. Upon execution and delivery of this Option Agreement, District
shall pay to City in immediately available funds the sum of One Dollar ($1.00) as consideration
for the grant of the Option ( "Option Fee "). This Option Fee shall be credited toward the first
year's rent under the Ground Lease, and shall not be refundable if District decides not to
exercise its Option to lease the Leased Premises.
4. Term. Option shall be exercisable by District, provided that it has first satisfied
the conditions set forth in Section 5 below, at any time during the one (1) year period
commencing upon the Effective Date ( "Option Term "). The Option shall terminate on the
date that is one (1) year following the Effective Date.
Attachment 3
Conditions to Effectiveness of Option.
5.1 Prior to exercise of the Option, the District shall provide evidence to the
City Manager that indicates it has satisfied the following requirements:
5.1.1 District Board of Trustees' approval of the use of the Leased
Premises as a school site.
5.1.2 Written confirmation, approved by the District Board of Trustees,
of the sources and availability of adequate financing to construct the School Site Improvements
and Park Site Improvements along with a schedule for completion of the work.
5.1.3 City staff review of the construction plans approved by the
California Department of General Services Division of the State Architect ( "DSA ") for the
School Site Improvements.
5.1.4 City staff approval of the plans for the Park Site Improvements
submitted to DSA that shall be attached to the Ground Lease as Exhibit D, which shall include
storm water treatment for the entire site.
5.1.5 Award of a contract for construction of the Leased Premises as
reflected in the DSA - approved Construction Plans.
5.1.6 Any changes to park plans shall be subject to discussion between
the parties and DSA approval. District shall provide plans to City upon submission to DSA.
City shall provide any comments within thirty (30) days of submission. Failure to provide
comments within thirty (30) days shall constitute approval of the plan. All comments or
proposed changes shall be subject to DSA and all other required approvals. The parties shall
meet and confer regarding any additional costs for City- proposed changes.
5.2 The City may waive any of the conditions during the Option Term.
Exercise of Option.
6.1 To exercise the Option, District shall personally deliver to the offices of
the City Manager written notice of its intent to exercise the Option ( "Notice of Exercise ") prior
to the expiration of the Option Term, which notice shall demonstrate the District's satisfaction
of the requirements set forth in Section 5 above.
6.2 Simultaneously with delivery of the Notice of Exercise, District shall
deliver an executed Ground Lease in the form attached hereto as Exhibit A, under which
District shall lease the Leased Premises from the City. The Ground Lease shall not be effective
for any purpose unless District timely and effectively exercises the Option. The effective date of
the Ground Lease shall be the day District exercises the Option. To the extent of any
inconsistencies between the Ground Lease and the Option Agreement, the Option Agreement
shall prevail. Upon District's effective exercise of the Option, the City Manager shall promptly
execute the Ground Lease.
Attachment 3
7. Cooperation of the Parties. City and District shall cooperate in District's efforts
to secure any and all funding and site approvals for development of the Leased Premises as
anticipated in the Ground Lease.
Right to Enter Leased Premises
8.1 Access to Leased Premises. Commencing with execution of this Option,
District or District's representatives, after written notification to City, shall be allowed access to
the Leased Premises prior to the exercise of the Option, at all reasonable times for the purpose
of obtaining data and making surveys, tests, inspections and other studies, grading and other site
work, at District's sole expense, necessary to carry out this Option and Ground Lease or as
required by California state regulatory agencies.
8.2 District shall procure and maintain (and require any of its representatives
entering the Leased Premises to procure and maintain): (i) workers' compensation insurance
required by the laws of the State of California; (ii) commercial general liability insurance in the
amount of at least Five Million Dollars ($5,000,000) combined single limit, naming City as an
additional insured and containing a cross liability endorsement or severability of interests clause;
and (iii) with respect to any contractor or consultant conducting environmental, soils or
geological tests, performing, inspecting, observing or supervising any grading or other site work,
commercial general liability insurance, in the amount of at least One Million Dollars ($1,000,000)
combined single limit. District shall, prior to the first entry by District and /or its
representatives, furnish certificates of such insurance coverage to City. Such certificates shall
contain a clause providing for thirty (30) days' advance notice of cancellation or material change
in coverage.
8.3 Indemnification Resulting From Access. District shall indemnify and
hold harmless City of and from any and all mechanic's liens, claims, actions, liabilities, costs,
expenses, including attorneys' fees, and damages of any type or nature arising out of or in any
way related to any such use of or entry onto the Leased Premises by District or by any other
person or entity on behalf of, or at the request of, District, excluding any losses or damages,
including but not limited to a reduction in the value of the Leased Premises, resulting from any
finding or results of any surveys, tests, inspections or other studies, whether or not negligent.
Miscellaneous Provisions.
9.1 Notices. All notices, requests, demands, and other communications
hereunder shall be in writing and shall be deemed given, if personally delivered or mailed,
certified mail, return receipt requested, to the following addresses:
If to City, to: City Manager
City of Dublin
100 Civic Plaza
Dublin, CA 94568
With a copy to: John Bakker, Esq.
City Attorney
Attachment 3
Meyers, Nave, Riback, Silver & Wilson
555 1211, Street, Suite 1500
Oakland, CA 94607
If to District, to: Superintendent
Dublin Unified School District
7471 Larkdale Avenue
Dublin, CA 94568
With a copy to: Marilyn J. Cleveland, Esq.
Dannis Woliver Kelley
275 Battery Street, Suite 1150
San Francisco, CA 94111
9.2 Assignment. District may not assign this Option without the prior written
consent of City.
9.3 Successors and Assigns. This Option Agreement shall be binding upon
and inure to the benefit of the parties, their respective successors, personal representatives, and
assigns.
9.4 Authori r. City and District represent that each, respectively, has the full
right, power, and authority to execute this Option Agreement.
9.5 Governing Law. This Option Agreement shall be construed in
accordance with the laws of the State of California.
9.6 Partial Invalidity. If any term of this Option Agreement is found to be
void or invalid, such invalidity shall not affect the remaining terms of this Option Agreement,
which shall continue in full force and effect.
9.7 Counterparts. This Option Agreement may be executed in counterparts,
each of which shall be deemed an original, and all of which taken together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, this Option Agreement was executed by the parties as of
the dates set forth below.
LESSOR
CITY OF DUBLIN
By:
Name
LESSEE
DUBLIN UNIFIED SCHOOL DISTRICT
By: —
Name
City Manager Superintendent
Date: Date:
2605755.1
Exhibit A
Form of Ground Lease
Exhibit A - Form of Ground Lease
Attachment 3
Attachment 4
GROUND LEASE BETWEEN THE CITY OF DUBLIN
AND THE DUBLIN UNIFIED SCHOOL DISTRICT FOR
THE SCHOOL /PARK SITE IN JORDAN RANCH
This Ground Lease (also referred to herein as the "Lease" or "Lease Agreement ") is
entered into this day of , 2016, by and between the City of Dublin, a
municipal corporation ( "Lessor "), and the Dublin Unified School District, a California public
school district ( "Lessee ").
RECITALS
A. Lessor is the owner of an approximately 10 -acre parcel of real property (APN
985- 0098 -002), that is more particularly defined below (the "Leased Premises "), located in the
City of Dublin, County of Alameda, State of California, which parcel is adjacent to an
approximately 7 -acre planned community park site.
B. Lessee desires to lease the Leased Premises from the Lessor for the construction
and operation of a school and joint -use playground and community park.
C. Lessor and Lessee contemplate that during the term of this Lease, Lessee shall
have exclusive access to the school facilities and both Lessor and Lessee shall have the right to
joint use of the playground and park facilities as detailed in this Lease.
D. Accordingly, the parties are entering into this Lease Agreement on the terms and
conditions set forth herein.
AGREEMENT
In consideration of their mutual covenants, and for good and sufficient consideration,
the parties agree as follows:
1. Leased Premises. Lessor leases to Lessee and Lessee leases from Lessor the
Leased Premises depicted on the map attached hereto as Exhibit A ( "Location Map ") and
incorporated herein by reference. A legal description of the Leased Premises is attached hereto
as Exhibit B and incorporated herein by reference.
2. Term. The term of this Lease shall be ninety -nine (99) years, commencing on
[Insert Date of Exercise of Option] ( "Commencement Date ") and ending on [insert 991h anniversary of
Commencement Date] ( "Term ") .
Rent. Lessee shall pay Lessor as rent for the Leased Premises the sum of One
Dollar ($1.00) per year ( "Rent "), payable in advance on an annual basis. Lessee shall pay Lessor
the first year's Rent on the Commencement Date. Lessee shall thereafter pay Lessor Rent
annually in advance on or before each anniversary of the Commencement Date.
Page 1
Attachment 4
4. Taxes. Lessee recognizes and understands that this Lease may create a
possessory interest subject to property taxation, and that Lessee may be subject to the payment
of property taxes levied on such interest. Lessee further agrees to pay any and all property taxes,
if any, assessed during the Term of this Lease pursuant to Sections 107 and 107.1 of the
Revenue and Taxation Code against Lessee's possessory interest in the Leased Premises.
5. Use of Leased Premises. Attached to this Lease Agreement as Exhibit C and
incorporated herein by reference is a schematic design of the Leased Premises (the "Plan ") that
identifies an approximately 3.7acre portion of the Leased Premises as being devoted to the
school facilities (`Building Site ") and a portion of the Leased Premises as being devoted to the
joint use playground and park facilities ( "Park Site "). The Building Site and the Park Site are
collectively referred to as the "School Site." Lessee shall use the School Site exclusively for
public school purposes, unless otherwise authorized by the Lessor in writing. The School Site is
currently planned for Transitional Kindergarten through 8th grade ( "TK -8)" school, afterschool
childcare and other purposes pursuant to the Civic Center Act, Education Code section 38130
et seq. Lessee shall notify Lessor if it determines that it will discontinue operating the Building
Site for public education.
5.1 Within one (1) year from the Commencement Date, the Lessee shall
provide evidence to Lessor's City Manager that indicates it has satisfied the following
requirement:
5.1.1 California Department of Education approval of the use of the
Leased Premises as a school site.
5.2 Lessor and Lessee shall meet at least annually to coordinate their joint use
of the Park Site. The discussion shall include scheduling, maintenance standards, and other joint
use issues of concern to the parties.
5.3 Building Site.
5.3.1 Lessee shall, during the Term of this Lease at its sole cost and
expense, construct, operate, and maintain the school facilities ( "the School Facilities ") on the
Building Site. Construction of the School Facilities shall be performed substantially according to
the construction plans attached to this Lease Agreement as Exhibit D ( "Construction Plans ")
and incorporated herein by reference. The School Facilities, Construction Plans and alterations
in the School Facilities on the Building Site will be subject to approval by the California
Department of General Services Division of the State Architect ( "DSA "). Lessee changes to the
Construction Plans that impact the Lessor's Municipal Regional Stormwater Permit shall be
subject to Lessor's reasonable approval. Lessee shall provide Lessor evidence of DSA closeout
and certification of the School Facilities upon completion of construction. The Lessor may, but
shall not be obligated to, observe the work during construction. Lessor agrees to make all
reasonable efforts to notify the Lessee of Lessor's plans to observe work on the Building Site.
Page 2
Attachment 4
Lessor's City Manager may approve or disapprove alterations to the School Facilities on the
Building Site only if the alterations impact the design or use of the Park Site.
5.4 Park Site.
5.4.1 Lessee shall, at its sole cost and expense, construct and maintain,
except as otherwise specified below, the joint use park facilities ( "the Park Site Improvements ")
on the portion of the Leased Premises designated on the Plan as the Park Site. Construction of
the Park Site Improvements shall be performed according to the Construction Plans. The
Lessee may make alterations in the Park Site Improvements, subject to the reasonable approval
of the Lessor's City Manager. It is acknowledged that at least a portion of the Park Site
Improvements will be approved by the Division of State Architect. The Lessor may, but shall
not be obligated to, observe the work during construction to ensure the Park Site Improvements
are completed in accordance with the Construction Plans. Lessor agrees to make all reasonable
efforts to notify the Lessee of Lessor's plans to observe work on the Park Site. Lessee shall give
Lessor regular updates regarding construction conferences..
5.4.2 The Park Site shall be, following Lessee's completion of
construction, subject to the parties' joint use as generally described in the following paragraphs.
(a) Vehicular and Pedestrian Access Area. Both parties shall
have joint use of a portion of the Park Site, depicted on the Plan that is designed for both
(i) public vehicular parking and pedestrian access from Central Parkway to the planned
community park site located south of the Leased Premises, and (ii) vehicular parking and
pedestrian access to the School Site ( "Access Area "). The Access Area shall be open to public
use during those times when the Park Site is not being used by the Lessee for school purposes.
5.4.3 joint Use Park Facilities. Lessee shall furnish a schedule of
published open school hours pursuant to the school's bell schedule plus thirty (30) minutes
before and after school ( "School Hours ") to Lessor prior to the start of each school year. Any
day that school is in session, Lessee shall have exclusive use of the Park Site for school purposes
during School Hours. If the Lessee is utilizing portions of the Park Site for afterschool childcare
or for another permissible use, the Park Site can be jointly used by Lessor and Lessee ( "Joint
Hours "). Lessor shall have control over the use of the Park Site Improvements on the Park Site,
other than the multi- purpose room, for other times outside of School Hours and Joint Hours.
The multipurpose room, despite its presence on the Park Site, shall be considered a Lessee
property subject to use by Lessee during School Hours and the Second Amended Agreement
Between City of Dublin (Lessor) and Dublin Unified School District (Lessee) Regarding Use of
Facilities for Community Recreation of even date herewith, except that Lessor shall not be
charged any fees for its use of the multipurpose room. Notwithstanding the foregoing, Lessee
may reserve all or portions of the Park Site, outside of School Hours, ten (10) or more times
each school year for school - related uses deemed appropriate by Lessee, with the reservation
being limited to no more than the area reasonably required for the Lessee's use. The parties may
mutually agree to extend the number of reservations allowed per school year. In all cases,
Page 3
Attachment 4
Lessee's exclusive use of the Park Site during non - School Hours shall be consistent with
Lessor's policy of securing the maximum use of its parks for the comfort and convenience of all.
6. Construction Standards. All improvements shall be constructed or installed on
the Leased Premises in a good and workmanlike manner without the attachment of any
construction, mechanics, or other liens, and Lessee shall hold Lessor free and harmless from any
liability arising from such liens.
7. Permits. Lessee shall comply with all applicable laws related to the construction
of the School Facilities and the Park Site Improvements. Lessee shall be responsible for
ensuring that the Park Site Improvements are consistent with applicable federal, state, and local
requirements.
Maintenance and Operation.
8.1 Lessee shall, at its own expense, maintain the Leased Premises, including
both the School Facilities and the Park Site Improvements, in a safe condition and in good
repair.
8.2 Lessee shall have sole responsibility for the maintenance, repair, and
security of any buildings and other improvements and personal property on the Leased
Premises, and shall keep the same in good repair and condition during the Term.
8.3 Lessee shall keep the Leased Premises free of graffiti, debris, and anything
of a dangerous, noxious, or offensive nature, or which creates a hazard or undue vibration, heat,
noise, or interference.
8.4 Lessee shall maintain the Park Site according to standards agreed upon
from time to time by Lessor and Lessee. The parties agree that, as of the date of this Lease, the
maintenance standard is equivalent to the standard to which Lessee maintains its facilities. If at
any time Lessor desires a higher standard of maintenance than that agreed upon, then Lessor
may, at Lessor's sole cost and expense, request that Lessee maintain the facilities at a higher
level.
8.5 Notwithstanding any rules and policies Lessee may presently have or may
adopt in the future, during the Term, Lessee shall not charge Lessor a fee to use, or otherwise
impose costs on Lessor for the use of, any portion of the School Site. This provision shall not
be interpreted to give Lessor the right to use the Building Site or Park Site other than as
established by this Lease or separate agreement between the parties.
9. Utilities. Lessee shall pay or cause to be paid, and shall hold Lessor and the
Leased Premises free and harmless from, all charges for the furnishing of gas, water, electricity,
telephone service, and other public utilities to the Leased Premises, and for the removal of
garbage and rubbish from the Leased Premises during the Term of this Lease.
10. Default by Lessee and Lessor's Remedies.
Page 4
Attachment 4
10.1 If Lessee is in default, Lessor shall provide Lessee written notice of the
default. Within thirty (30) days after such written notice, the parties shall informally discuss the
manner in which to efficiently remedy the matter. If Lessee has failed to cure such default
within thirty (30) days after the parties informally meet and confer, Lessor may, at its option,
perform such duty or obligation giving rise to the default on behalf of Lessee, including, but not
limited to, the obtaining of required insurance policies or government licenses, permits, or
approvals. The costs and expenses of any such performance by Lessor shall be due and payable
by Lessee within ten (10) business days of receipt of invoice therefor. In the event of a default
which Lessee has failed to cure within the applicable grace period, Lessor may, after further
notice or demand, and without limiting Lessor in the exercise of any right or remedy which
Lessor may have by reason of such default, pursue any remedy now or hereafter available under
the laws of the State of California. Notwithstanding the foregoing, given that the Leased
Premises will be operated as a public school, Lessor's remedies in the event of default shall not
include a right to terminate the Lease, so long as the Leased Premises are actually being used in
accordance with Section 5 above at the time of the alleged default.
10.2 If suit shall be brought by Lessor because of the breach of any condition
or covenant of this Lease Agreement, Lessee shall pay to Lessor all expenses incurred therefor,
including reasonable attorneys' fees.
11. Optional Termination. This Lease may be terminated by:
11.1 Lessee, upon written notice to Lessor, if it determines that it is no longer
practical to use the Leased Premises for public school purposes.
11.2 Lessor, upon ninety (90) days' written notice to Lessee, if the Leased
Premises are no longer used for public school purposes and Lessor determines, in its sole
discretion, that the Leased Premises are needed for a public purpose of Lessor.
12. Cooperation of the Parties. Lessor and Lessee shall cooperate in Lessee's efforts
to secure any and all funding approvals from state agencies for development of the Leased
Premises as anticipated in this Lease.
13. Condemnation. In the event that all or part of the Leased Premises or any
interest of Lessee in the Leased Premises is taken by eminent domain by any government
agency, quasi - governmental agency, or other public body other than by the Lessor, thereby
making it physically or financially unfeasible, as determined by Lessee in its sole discretion, for
the Leased Premises to be used in the manner it was intended to be used by Lessee under this
Lease, Lessee shall have the right to terminate this Lease effective as of the date the condemning
agency takes possession of the Leased Premises. Lessee shall be entitled to the portion of the
award paid attributable to 1) the diminution in value of its leasehold interest, and 2) the value of
buildings and other School Facilities, Park Site Improvements, and personal property on the
Leased Premises, and Lessor shall receive the remainder of such award.
14. Indemnity.
Page 5
Attachment 4
14.1 Indemnification by Lessee. Lessee shall, at its sole cost and expense,
defend, indemnify, and hold harmless Lessor, and its officials, boards, commissions, employees,
agents, attorneys, and representatives (hereinafter referred to as "Lessor's Indemnitees "), from
and against:
14.1.1 Any and all liability, obligation, damages, penalties, claims, liens,
costs, charges, losses, and expenses (including, without limitation, reasonable fees and expenses
of attorneys, expert witnesses, and consultants), which may be imposed upon, incurred by, or
asserted against Lessor or Lessor's Indemnitees by reason of any act or omission of Lessee, its
personnel, employees, agents, or representatives, resulting in personal injury, bodily injury,
sickness, disease, or death to any person, or damage to, loss of, or destruction of tangible or
intangible property, which may arise out of or be in any way connected with the construction,
installation, operation, maintenance, use, or condition of the Leased Premises or Lessee's failure
to comply with any federal, state, or local statute, ordinance, or regulation.
14.1.2 Lessee's obligations to indemnify Lessor or Lessor's Indemnitees
under this Lease shall not extend to claims, losses, and other matters covered hereunder to the
extent such claims arise out of the negligence or willful misconduct of Lessor or one or more of
Lessor's Indemnitees.
14.2 Indemnification by Lessor. Lessor shall, at its sole cost and expense,
defend, indemnify, and hold harmless Lessee, and its officials, boards, commissions, employees,
agents, attorneys, and representatives (hereinafter referred to as "Lessee's Indemnitees ") from
and against:
14.2.1 Any and all liability, obligation, damages, penalties, claims, liens,
costs, charges, losses, and expenses (including, without limitation, reasonable fees and expenses
of attorneys, expert witnesses, and consultants), which may be imposed upon, incurred by, or
asserted against Lessee or Lessee's Indemnitees by reason of any act or omission of Lessor, its
personnel, employees, agents, or representatives, resulting in personal injury, bodily injury,
sickness, disease, or death to any person, or damage to loss or destruction of tangible or
intangible property, which may arise out of or be in any way connected with Lessor's ownership
or use of the Leased Premises or Lessor's failure to comply with any federal, state, or local
statute, ordinance, or regulation.
14.2.2 Lessor's obligations to indemnify Lessee or Lessee's Indemnitees
under this Lease shall not extend to claims, losses, and other matters covered hereunder to the
extent such claims arise out of the negligence or willful misconduct of Lessee or one or more of
Lessee's Indemnitees.
15. Insurance. Lessee and Lessor shall cause to be maintained, in full force and
effect and at their sole cost and expense during the Term of this Lease, the following types and
limits of insurance:
15.1 Liability Insurance.
Page 6
Attachment 4
15.1.1 Lessee. Throughout the Term of this Lease Agreement, Lessee
shall maintain, in full force and effect, either (a) comprehensive general liability insurance in
commercially reasonable amounts, but in no event in an amount less than $5,000,000 per
occurrence, protecting and insuring against claims for bodily injury, death, property damage, and
personal injury occurring within or resulting from its operations, including its use of the Leased
Premises, or (b) a general self - insurance program covering bodily injury, death, property damage,
and personal injury occurring within or resulting from its operations, including its use of the
Leased Premises. Any policy of insurance obtained by Lessee must name the Lessor, its officers,
agents, and employees as additional insureds thereunder, be endorsed to provide that the
insurance is primary to and non - contributory to insurance carried by the Lessor with respect to
liability imposed on Lessee under this Lease Agreement, and contain a severability of interest
clause.
15.1.2 Lessor. Throughout the Term of this Lease Agreement, Lessor
shall maintain, in full force and effect, either (a) comprehensive general liability insurance in
commercially reasonable amounts, but in no event in an amount less than $5,000,000 per
occurrence, protecting and insuring against claims for bodily injury, death, property damage, and
personal injury occurring within or resulting from its operations, including its use of any portion
of the Leased Premises, or (b) a general self - insurance program covering bodily injury, death,
property damage, and personal injury occurring within or resulting from its operations, including
its use of any portion of the Leased Premises. Any policy of insurance obtained by Lessor must
name the Lessee, its officers, agents, and employees as additional insureds thereunder, be
endorsed to provide that the insurance is primary to and non - contributory to insurance carried
by the Lessee with respect to liability imposed on Lessor under this Agreement, and contain a
severability of interest clause.
15.2 Property Insurance. Throughout the Term of this Lease Agreement,
Lessee shall maintain, in full force and effect, fire insurance and a standard "all risk" policy
covering all structures and improvements at the School Site and any personal property owned by
Lessee located at the School Site. This coverage must (i) contain a waiver of subrogation
endorsement in favor of Lessor, (ii) cover loss or damage to the Leased Premises and any
Lessee -owned personal property thereon in the amount of the full replacement value,
(iii) include a deductible no greater than $5,000. Covered perils are to include fire, all risk,
vandalism, malicious mischief, and sprinkler leakage. Throughout the Term of this Lease
Agreement, Lessor shall maintain its own property insurance covering any personal property
owned by Lessor located on the School Site.
15.3 Workers' Compensation and Employers Liabili ty. Both parties shall
maintain, in full force and effect, Workers' Compensation Insurance or self- insurance, and
Employers' Liability Insurance or self - insurance with limits that conform to legal requirements.
16. Hazardous Substance Indemnification.
16.1 Lessee represents and warrants that its use of the Leased Premises herein
will not generate any hazardous substance, and it will not store or dispose on the Leased
Page 7
Attachment 4
Premises, nor transport to or over the Leased Premises any hazardous substance except for
reasonable amounts of cleaning, office, educational, and landscape substances ordinarily used on
school sites. Lessee further agrees to defend, indemnify, and hold harmless Lessor and its
officials, boards, commissions, employees, agents, and representatives from, and remediate the
Leased Premises from, any release of any such hazardous substance and any damage, loss,
expense, or liability resulting from such release, including all attorneys' fees, costs, and penalties
incurred as a result thereof, except any release caused by the negligence or intentional act or
omission of Lessor and its employees or agents. "Hazardous substance" shall be interpreted
broadly to mean any substance or material defined or designated as hazardous or toxic waste,
hazardous or toxic material, hazardous, toxic, or radioactive substance, or other similar term by
any federal, state, or local environmental law, regulation, or rule presently in effect or
promulgated in the future, as such laws, regulations, or rules may be amended from time to time;
and it shall be interpreted to include, but not be limited to, any substance which after release
into the environment will or may reasonably be anticipated to cause sickness, death, or disease.
16.2 Lessor represents and warrants that its use of the Leased Premises herein
will not generate any hazardous substance, and it will not store or dispose on the Leased
Premises, nor transport to or over the Leased Premises any hazardous substance except for
reasonable amounts of cleaning, office, and landscape substances ordinarily used on City park
sites. Lessor further agrees to defend, indemnify, and hold harmless Lessee and its officials,
boards, commissions, employees, agents, and representatives from, and remediate the Leased
Premises from, any release of any such hazardous substance and any damage, loss, expense, or
liability resulting from such release, including all attorneys' fees, costs, and penalties incurred as a
result thereof, except any release caused by the negligence or intentional act or omission of
Lessee and its employees or agents.
17. Holding Over. Any holding over after the expiration of the Term hereof, with
the consent of Lessor, shall be construed to be a tenancy from month to month and shall
otherwise be for the terms and on the conditions herein specified, so far as applicable.
18. Acceptance of Premises. By taking possession of the Leased Premises, Lessee
accepts the Leased Premises in the condition existing as of the Commencement Date. Lessor
makes no representation or warranty as to the condition of the Leased Premises, and Lessor
shall not be liable for any latent or patent defect in the Leased Premises, except as otherwise
stated herein.
19. Option to Purchase. In addition to all other rights that Lessee has under the
Lease, Lessor grants Lessee an option ( "Option ") to purchase the Leased Premises on the
following terms and conditions:
19.1 Purchase Price. The purchase price ( "Purchase Price ") for the Building
Site shall be a mutually agreed price for the 3.7 acre Building Site, excluding all structures,
improvements, and personal property thereon. If the parties cannot agree upon the price within
sixty (60) days of Lessee's exercise of the Option, the purchase price shall be the fair market
value of the Building Site, excluding all structures, improvements, and personal property
Page 8
Attachment 4
thereon, subject to current zoning for park use, as determined by an appraiser mutually agreed
upon by Lessor and Lessee. The fair market value shall be determined as though the Lessee
were acquiring the property from a private party. Both parties will meet with the appraiser
before commencement of the appraisal assignment to agree upon the conditions, if any, to be
assumed in the appraisal. At this meeting, the parties will provide the appraiser any information
to be considered by the appraiser in performing the valuation. The cost of the appraisal, if any,
shall be shared equally by Lessor and Lessee. Upon exercise of the Option by Lessee, and
within forty -five (45) days of the parties' agreement on the Purchase Price or delivery of the
appraisal report, if any, to Lessor and Lessee, the Purchase Price shall be deposited into an
escrow account.
19.2 Term of Option. Within thirty (30) days of the first anniversary of the
Commencement Date, and within thirty (30) days of any subsequent anniversary of the
Commencement Date, Lessee shall have the right to exercise the Option ( "Option Term ").
Upon expiration of any Option Term, Lessor shall be released from all obligations under the
Option until the next Option Term.
19.3 Exercise of Option. The Option shall be exercised by Lessee by mailing
or delivering a written notice of intent ( "Exercise Notice ") to Lessor prior to the end of the
Option Term. It is a condition to the effectiveness of the exercise of Option that Lessee not
then be in default under this Lease. If Lessee is in default under this Lease at the time Lessee
gives the Exercise Notice, the Exercise Notice shall be void. It is acknowledged and agreed that
simultaneously with delivering the Exercise Notice, Lessee shall execute a Purchase and Sale
Agreement with Lessor, in a form mutually acceptable to Lessor and Lessee, under which Lessee
shall purchase the Building Site. The Purchase and Sale Agreement shall not be effective for any
purpose unless Lessee timely and effectively delivers the Exercise Notice. Lessor shall execute
the Purchase and Sale Agreement and deliver the executed Purchase and Sale Agreement to the
escrow agent within forty -five (45) days of receipt of the Exercise Notice and the Purchase and
Sale Agreement from Lessee. The effective date of the Purchase and Sale Agreement shall be
the day Lessor acknowledges in writing that it received Lessee's Exercise Notice. To the extent
of any inconsistencies between the Purchase and Sale Agreement and the Option, the Option
shall prevail.
19.4 Exercise Notice. The Exercise Notice, if mailed, shall be sent certified
mail, postage pre -paid, to Lessor at the address indicated below, and shall be deemed to have
been delivered five (5) days after deposit in the United States mail. If sent by overnight delivery
service to Lessor, the Exercise Notice shall be deemed delivered the day after Lessee's deposit
with the overnight delivery service with all fees prepaid. If delivered in person, the Exercise
Notice shall be deemed delivered upon receipt.
19.5 Conveyance by Lessor. If the Option is exercised, Lessor shall convey
title to the Leased Premises by grant deed.
19.6 Lessor Disposition of Leased Premises. If Lessor plans to dispose of the
Leased Premises, it hereby grants Lessee a right of first refusal to purchase the Leased Premises.
Page 9
Attachment 4
20. Non - Waiver. No waiver of any default under this Lease shall constitute or
operate as a waiver of any subsequent default hereunder, and no delay, failure, or omission in
exercising or enforcing any right, privilege, or option under this Lease shall constitute a waiver,
abandonment, or relinquishment thereof, or prohibit or prevent any election under or
enforcement or exercise of any right, privilege, or option hereunder. No waiver of any
provision hereof by Lessor or Lessee shall be deemed to have been made unless and until such
waiver shall have been reduced to writing and signed by Lessor or Lessee. The receipt by Lessor
of rent with knowledge of any default under this Lease shall not constitute or operate as a waiver
of such default.
21. Covenants Run with Land. The agreements, covenants, and conditions in this
Lease are and shall be deemed to be covenants running with the land, and shall be binding upon
and shall inure to the benefit of Lessor and Lessee and their respective successors and assigns.
22. Construction. This Lease shall not be construed as if it had been prepared by one
of the parties, but rather as if both parties had prepared it.
23. Further Assurances. Whenever requested to do so by the other party, each party
shall execute, acknowledge, and deliver any further conveyances, agreements, confirmations,
satisfactions, releases, powers of attorney, instruments of further assurance, approvals, consents,
and any further instruments and documents as may be necessary or proper to complete any
conveyances, transfers, sales, or agreements contemplated by this Lease. Each party also agrees
to do any other acts to execute, acknowledge, and deliver any documents requested to carry out
the intent and purpose of this Lease.
24. Third- Part,�ghts. Nothing in this Lease, express or implied, is intended to
confer upon any person, other than the parties and their respective successors and assigns, any
rights or remedies under or by reason of this Lease.
25. Integration. This Lease and the attached exhibits contain the entire agreement
between the parties regarding the subject matter of the Leased Premises, and this Lease
expressly supersedes all previous or contemporaneous agreements, understandings,
representations, or statements between the parties regarding those matters.
26. Amendment. This Lease may only be amended or altered, by an instrument in
writing executed by Lessor and Lessee.
26.1 Non - Material Amendments. Any amendments to this Lease which do not
relate to (a) the Term of the Lease as provided in paragraph 2; (b) changes in the permitted uses
of the Leased Premises as provided in paragraph 5 that would materially alter the impacts that
the use of the Lease Premises have on the community; (c) changes that would cause either party
to incur material increases in costs; or (d) material changes in the insurance and indemnity
provisions as provided in paragraphs 14, 15, and 16, may be approved by the Lessee's
Superintendent and by the Lessor's City Manager and shall not, except to the extent otherwise
required by law, approval by City Council or by the District Board of Education before the
parties may execute an amendment hereto. The City Manager shall determine whether an item
Page 10
Attachment 4
is "material" for the City, and the Superintendent shall determine whether an item is "material"
for the District..
27. Notices. All notices, requests, demands, and other communications hereunder
shall be in writing and shall be deemed given if personally delivered, delivered by overnight
delivery service or mailed, via certified mail, return receipt requested, to the following addresses:
If to Lessor, to: City Manager
City of Dublin
100 Civic Plaza
Dublin, CA 94568
With a copy to: John Bakker, Esq.
City Attorney
Meyers, Nave, Riback, Silver & Wilson
555 1211, Street, Suite 1500
Oakland, CA 94607
If to Lessee, to: Superintendent
Dublin Unified School District
7471 Larkdale Avenue
Dublin, CA 94568
With a copy to: Marilyn J. Cleveland, Esq.
Dannis Woliver Kelley
275 Battery Street, Suite 1150
San Francisco, CA 94111
Any notice given by personal delivery shall be effective upon receipt. Any notice given by
overnight delivery service shall be effective the day after delivery to the overnight delivery
service carrier. Any notice given by mail shall be effective five (5) days after deposit with the
U.S. Postal Service.
28. Assignment. Neither party may assign or transfer their rights under this Lease
without the prior written consent of the other party; however, each party may allow use by
others of the portions of the Leased Premises over which it has control during the times it has
control of portions of the Leased Premises.
29. Successors and Assigns. This Lease shall be binding upon and inure to the
benefit of the parties, their respective successors, personal representatives, and assigns.
30. Authori r. Lessor and Lessee represent that each, respectively, has the full right,
power, and authority to execute this Lease.
31. Governing Law. This Lease shall be construed in accordance with the laws of the
State of California.
Page 11
Attachment 4
32. Partial Invalidity. If any term of this Lease is found to be void or invalid, such
invalidity shall not affect the remaining terms of this Lease, which shall continue in full force
and effect.
33. Quiet Possession. Lessor hereby warrants and represents that there are no liens,
encumbrances, or exceptions to property title as of the date of this Lease that would interfere
with Lessee's rights hereunder, and that Landlord has the legal right and title to enter into this
Lease.
34. Memorandum of Lease. Following the execution of this Lease, either party, at its
sole expense, shall be entitled to record a "short form" Memorandum of Lease in the form
attached hereto as Exhibit E.
35. Counterparts. This Lease may be executed in counterparts, each of which shall
be deemed an original, and all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, this Lease was executed by the parties as of the dates set
forth below.
LESSOR
CITY OF DUBLIN
By:—
Name:
LESSEE
DUBLIN UNIFIED SCHOOL DISTRICT
By:—
Name:
City Manager Superintendent
Date: Date:
Page 12
Attachment 4
Exhibit A
Location Map
Page 1
Attachment 4
Exhibit B
Legal Description of the Leased Premises
Parcel E of Tract 8024 recorded in Book 313 of Maps, Pages 88 -100 on December 19, 2011,
Document No. 2011 - 368960.
Page 1
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Exhibit C
Plan
Page 1
t.
Attachment 4
Attachment 4
Exhibit D
Construction Plans
[ to come]
Page 1
Attachment 4
Exhibit E
Form of Memorandum of Lease
Page 1
Attachment 4
RECORDING REQUESTED BY:
CITY OF DUBLIN
When Recorded Mail To:
City Clerk
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Fee Vaived per GC 27383
Space above this Line for Recorder's use
MEMORANDUM OF GROUND LEASE BETWEEN
THE CITY OF DUBLIN AND THE DUBLIN UNIFIED
SCHOOL DISTRICT FOR THE SCHOOL /PARK SITE
IN JORDAN RANCH
This Memorandum of Ground Lease Between the City of Dublin and the Dublin
Unified School District for the School /Park Site in Jordan Ranch (this "Memorandum ") is
entered into this _ day of , by and between the City of Dublin, a municipal corporation
( "Lessor "), and the Dublin Unified School District, a California public school district ( "Lessee ")
Lessor and Lessee are, from time -to -time, individually referred to in this Memorandum as a
"Party," and are collectively referred to as "Parties."
1. Pursuant to the Ground Lease Between the City of Dublin and the Dublin
Unified School District for the School /Park Site in Jordan Ranch as of , _ by and between
Lessor and Lessee (the "Ground Lease "), the Parties have set forth their respective obligations
with respect to Lessee's lease of certain land from the Lessor for the construction and operation
of a school and joint -use playground and community park.
2. Lessor and Lessee have executed and recorded this instrument to give notice of the
Agreement, and the respective rights and obligations of Lessor and Lessee. The unrecorded
Ground Lease Between the City of Dublin and the Dublin Unified School District for the
School /Park Site in Jordan Ranch is incorporated by reference in its entirety in this
Memorandum.
This Memorandum shall bind and inure to the benefit of the Parties and their
respective heirs, successors and assigns, subject however to restrictions set forth in the
Agreement regarding assignment.
Page 2
Attachment 4
IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date
first set forth above.
LESSOR
CITY OF DUBLIN
By:
Name:
City Manager
Date:
2606353.1
LESSEE
DUBLIN UNIFIED SCHOOL DISTRICT
By:
Name:
Superintendent
Date:
Page 3
RESOLUTION NO. XX — 16
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
* * * * * * * * * **
APPROVING THE OPTION TO GROUND LEASE BETWEEN THE CITY OF DUBLIN
AND THE DUBLIN UNIFIED SCHOOL DISTRICT AND AUTHORIZING THE CITY
MANAGER TO ENTER INTO A GROUND LEASE AGREEMENT IN
SUBSTANTIALLY THE FORM ATTACHED TO THE OPTION FOR THE JORDAN
RANCH SCHOOL /PARK SITE; APPROVING THE SECOND AMENDED AND
RESTATED AGREEMENT BETWEEN THE CITY OF DUBLIN AND DUBLIN UNIFIED
SCHOOL DISTRICT REGARDING USE OF FACILITIES FOR COMMUNITY
RECREATION; AND APPROVING THE AGREEMENT BETWEEN THE CITY OF
DUBLIN AND THE DUBLIN UNIFIED SCHOOL DISTRICT FOR USE OF THEATER
FACILITIES AT DUBLIN HIGH SCHOOL CENTER FOR PERFORMING ARTS AND
EDUCATION
WHEREAS, on March 17, 2015, the City Council unanimously approved a
Memorandum of Understanding (MOU) outlining the deal terms between the City and
the Dublin Unified School District relating to the use of a portion of a future 10 -acre
community park site on Central Parkway in the Jordan Ranch subdivision for an
elementary school; and
WHEREAS, the October 6, 2015 meeting, the City Council adopted Resolution
165 -15, amending the General Plan and Eastern Dublin Specific Plan, changing a
portion of the community park site to public /semi - public to allow for the siting of a school
within the park site; and
WHEREAS, in order to formalize the deal terms included in the MOU, the City
and the District have created two agreements — a Ground Lease Option and a Ground
Lease Agreement. The Option agreement sets forth the parameters by which the City
Manager and the Superintendent would execute the Ground Lease Agreement; and
WHEREAS, City and District staff have prepared such agreements and
presented them to the City Council at the regularly scheduled meeting on March 1,
2016; and
WHEREAS, in order to acknowledge the addition of the new school /park site in
Jordan Ranch and to reflect the inclusion of other facilities where there are separate
agreements that govern those specific arrangements, City and District staff have
prepared a second amendment to the Master Joint Use Agreement; and
WHEREAS, the MOU included a provision requiring that the District provide the
City with use of the Center for Performing Arts and Education at Dublin High School;
and
WHEREAS, the City and the District have negotiated an agreement allowing City
use of the Dublin High School Center for Performing Arts and Education; and
WHEREAS, under the terms, the City will have an opportunity to use the facility,
for a period of 99 years (to run concurrent with the Ground Lease obligation at Jordan
Ranch), either for City - presented performing arts programs or "grant" its theater time to
community performing arts groups through a formal grant program and whereby the City
will have the use of up to 128 hours annually at no cost to the City.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Dublin does hereby:
1) Approve the Option to Ground Lease Between the City of Dublin and the Dublin
Unified School District and Authorizing the City Manager to Enter Into a Ground
Lease Agreement in substantially the form attached to the Option for the Jordan
Ranch School /Park Site (Exhibit A to Resolution);
2) Approve the Second Amended and Restated Agreement Between the City of
Dublin and Dublin Unified School District Regarding Use of Facilities for
Community Recreation (Exhibit B to the Resolution); and
3) Approve the Agreement Between the City of Dublin and the Dublin Unified
School District for Use of Theater Facilities at Dublin High School Center for
Performing Arts and Education (Exhibit C to the Resolution).
BE IT FURTHER RESOLVED that the City Manager is authorized and directed
to execute the agreements, amendments and such other documents, and to take such
other and further action, as necessary and appropriate to carry out the Intent of this
Resolution.
PASSED, APPROVED AND ADOPTED this 1St day of March 2016, by the following
vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
Exhibit A to the Resolution
OPTION TO GROUND LEASE
This Option to Ground Lease (also referred to herein as the "Option" or "Option
Agreement ") is entered into this day of , 2016 ( "Effective Date "), by and
between the City of Dublin, a municipal corporation ( "City'), and the Dublin Unified School
District, a California public school district ( "District ").
RECITALS
A. City is the owner of an approximately 10 -acre parcel of real property (APN 985-
0098-002) that is more particularly described and depicted in the form of the Ground Lease
attached hereto as Exhibit A ( "Leased Premises "), which parcel is adjacent to a planned
approximately 7 -acre community park site.
B. District desires to lease the Leased Premises for the construction and operation
of school and joint use playground and park facilities.
C. City desires to lease the Leased Premises to the District on the terms the parties
have negotiated upon the District satisfying certain conditions.
D. In order to finance and develop the school and park facilities, the District needs
an option to lease the Leased Premises in order to satisfy the site control requirements of the
State of California.
E. Accordingly, the parties are entering into this Option Agreement on the terms
and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows:
1. Recitals. The foregoing recitals are hereby incorporated into this Agreement as
though fully set forth herein.
2. Grant of Option. City hereby grants to District an exclusive option to lease the
Leased Premises ( "Option ") pursuant to the terms and conditions set forth herein.
3. Option Fee. Upon execution and delivery of this Option Agreement, District
shall pay to City in immediately available funds the sum of One Dollar ($1.00) as consideration
for the grant of the Option ( "Option Fee "). This Option Fee shall be credited toward the first
year's rent under the Ground Lease, and shall not be refundable if District decides not to
exercise its Option to lease the Leased Premises.
4. Term. Option shall be exercisable by District, provided that it has first satisfied
the conditions set forth in Section 5 below, at any time during the one (1) year period
commencing upon the Effective Date ( "Option Term "). The Option shall terminate on the
date that is one (1) year following the Effective Date.
Pg. 1
Exhibit A to the Resolution
Conditions to Effectiveness of Option.
5.1 Prior to exercise of the Option, the District shall provide evidence to the
City Manager that indicates it has satisfied the following requirements:
5.1.1 District Board of Trustees' approval of the use of the Leased
Premises as a school site.
5.1.2 Written confirmation, approved by the District Board of Trustees,
of the sources and availability of adequate financing to construct the School Site Improvements
and Park Site Improvements along with a schedule for completion of the work.
5.1.3 City staff review of the construction plans approved by the
California Department of General Services Division of the State Architect ( "DSA ") for the
School Site Improvements.
5.1.4 City staff approval of the plans for the Park Site Improvements
submitted to DSA that shall be attached to the Ground Lease as Exhibit D, which shall include
storm water treatment for the entire site.
5.1.5 Award of a contract for construction of the Leased Premises as
reflected in the DSA - approved Construction Plans.
5.1.6 Any changes to park plans shall be subject to discussion between
the parties and DSA approval. District shall provide plans to City upon submission to DSA.
City shall provide any comments within thirty (30) days of submission. Failure to provide
comments within thirty (30) days shall constitute approval of the plan. All comments or
proposed changes shall be subject to DSA and all other required approvals. The parties shall
meet and confer regarding any additional costs for City- proposed changes.
5.2 The City may waive any of the conditions during the Option Term.
Exercise of Option.
6.1 To exercise the Option, District shall personally deliver to the offices of
the City Manager written notice of its intent to exercise the Option ( "Notice of Exercise ") prior
to the expiration of the Option Term, which notice shall demonstrate the District's satisfaction
of the requirements set forth in Section 5 above.
6.2 Simultaneously with delivery of the Notice of Exercise, District shall
deliver an executed Ground Lease in the form attached hereto as Exhibit A, under which
District shall lease the Leased Premises from the City. The Ground Lease shall not be effective
for any purpose unless District timely and effectively exercises the Option. The effective date of
the Ground Lease shall be the day District exercises the Option. To the extent of any
inconsistencies between the Ground Lease and the Option Agreement, the Option Agreement
shall prevail. Upon District's effective exercise of the Option, the City Manager shall promptly
execute the Ground Lease.
Pg. 2
Exhibit A to the Resolution
7. Cooperation of the Parties. City and District shall cooperate in District's efforts
to secure any and all funding and site approvals for development of the Leased Premises as
anticipated in the Ground Lease.
Right to Enter Leased Premises
8.1 Access to Leased Premises. Commencing with execution of this Option,
District or District's representatives, after written notification to City, shall be allowed access to
the Leased Premises prior to the exercise of the Option, at all reasonable times for the purpose
of obtaining data and making surveys, tests, inspections and other studies, grading and other site
work, at District's sole expense, necessary to carry out this Option and Ground Lease or as
required by California state regulatory agencies.
8.2 District shall procure and maintain (and require any of its representatives
entering the Leased Premises to procure and maintain): (i) workers' compensation insurance
required by the laws of the State of California; (ii) commercial general liability insurance in the
amount of at least Five Million Dollars ($5,000,000) combined single limit, naming City as an
additional insured and containing a cross liability endorsement or severability of interests clause;
and (iii) with respect to any contractor or consultant conducting environmental, soils or
geological tests, performing, inspecting, observing or supervising any grading or other site work,
commercial general liability insurance, in the amount of at least One Million Dollars ($1,000,000)
combined single limit. District shall, prior to the first entry by District and /or its
representatives, furnish certificates of such insurance coverage to City. Such certificates shall
contain a clause providing for thirty (30) days' advance notice of cancellation or material change
in coverage.
8.3 Indemnification Resulting From Access. District shall indemnify and
hold harmless City of and from any and all mechanic's liens, claims, actions, liabilities, costs,
expenses, including attorneys' fees, and damages of any type or nature arising out of or in any
way related to any such use of or entry onto the Leased Premises by District or by any other
person or entity on behalf of, or at the request of, District, excluding any losses or damages,
including but not limited to a reduction in the value of the Leased Premises, resulting from any
finding or results of any surveys, tests, inspections or other studies, whether or not negligent.
Miscellaneous Provisions.
9.1 Notices. All notices, requests, demands, and other communications
hereunder shall be in writing and shall be deemed given, if personally delivered or mailed,
certified mail, return receipt requested, to the following addresses:
If to City, to: City Manager
City of Dublin
100 Civic Plaza
Dublin, CA 94568
With a copy to: John Bakker, Esq.
City Attorney
Pg. 3
Exhibit A to the Resolution
Meyers, Nave, Riback, Silver & Wilson
555 1211, Street, Suite 1500
Oakland, CA 94607
If to District, to: Superintendent
Dublin Unified School District
7471 Larkdale Avenue
Dublin, CA 94568
With a copy to: Marilyn J. Cleveland, Esq.
Dannis Woliver Kelley
275 Battery Street, Suite 1150
San Francisco, CA 94111
9.2 Assignment. District may not assign this Option without the prior written
consent of City.
9.3 Successors and Assigns. This Option Agreement shall be binding upon
and inure to the benefit of the parties, their respective successors, personal representatives, and
assigns.
9.4 Authori r. City and District represent that each, respectively, has the full
right, power, and authority to execute this Option Agreement.
9.5 Governing Law. This Option Agreement shall be construed in
accordance with the laws of the State of California.
9.6 Partial Invalidity. If any term of this Option Agreement is found to be
void or invalid, such invalidity shall not affect the remaining terms of this Option Agreement,
which shall continue in full force and effect.
9.7 Counterparts. This Option Agreement may be executed in counterparts,
each of which shall be deemed an original, and all of which taken together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, this Option Agreement was executed by the parties as of
the dates set forth below.
LESSOR
CITY OF DUBLIN
By:
Name
City Manager
Date:
LESSEE
DUBLIN UNIFIED SCHOOL DISTRICT
By: —
Name
Superintendent
Date:
Pg. 4
Exhibit A
GROUND LEASE BETWEEN THE CITY OF DUBLIN
AND THE DUBLIN UNIFIED SCHOOL DISTRICT FOR
THE SCHOOL /PARK SITE IN JORDAN RANCH
This Ground Lease (also referred to herein as the "Lease" or "Lease Agreement ") is
entered into this day of , 2016, by and between the City of Dublin, a
municipal corporation ( "Lessor "), and the Dublin Unified School District, a California public
school district ( "Lessee ").
RECITALS
A. Lessor is the owner of an approximately 10 -acre parcel of real property (APN
985- 0098 -002), that is more particularly defined below (the "Leased Premises "), located in the
City of Dublin, County of Alameda, State of California, which parcel is adjacent to an
approximately 7 -acre planned community park site.
B. Lessee desires to lease the Leased Premises from the Lessor for the construction
and operation of a school and joint -use playground and community park.
C. Lessor and Lessee contemplate that during the term of this Lease, Lessee shall
have exclusive access to the school facilities and both Lessor and Lessee shall have the right to
joint use of the playground and park facilities as detailed in this Lease.
D. Accordingly, the parties are entering into this Lease Agreement on the terms and
conditions set forth herein.
AGREEMENT
In consideration of their mutual covenants, and for good and sufficient consideration,
the parties agree as follows:
1. Leased Premises. Lessor leases to Lessee and Lessee leases from Lessor the
Leased Premises depicted on the map attached hereto as Exhibit A ( "Location Map ") and
incorporated herein by reference. A legal description of the Leased Premises is attached hereto
as Exhibit B and incorporated herein by reference.
2. Term. The term of this Lease shall be ninety -nine (99) years, commencing on
[Insert Date of Exercise of Option] ( "Commencement Date ") and ending on [insert 991h anniversary of
Commencement Date] ( "Term ") .
Rent. Lessee shall pay Lessor as rent for the Leased Premises the sum of One
Dollar ($1.00) per year ( "Rent "), payable in advance on an annual basis. Lessee shall pay Lessor
the first year's Rent on the Commencement Date. Lessee shall thereafter pay Lessor Rent
annually in advance on or before each anniversary of the Commencement Date.
4. Taxes. Lessee recognizes and understands that this Lease may create a
possessory interest subject to property taxation, and that Lessee may be subject to the payment
of property taxes levied on such interest. Lessee further agrees to pay any and all property taxes,
if any, assessed during the Term of this Lease pursuant to Sections 107 and 107.1 of the
Revenue and Taxation Code against Lessee's possessory interest in the Leased Premises.
5. Use of Leased Premises. Attached to this Lease Agreement as Exhibit C and
incorporated herein by reference is a schematic design of the Leased Premises (the "Plan ") that
identifies an approximately 3.7acre portion of the Leased Premises as being devoted to the
school facilities (`Building Site ") and a portion of the Leased Premises as being devoted to the
joint use playground and park facilities ( "Park Site "). The Building Site and the Park Site are
collectively referred to as the "School Site." Lessee shall use the School Site exclusively for
public school purposes, unless otherwise authorized by the Lessor in writing. The School Site is
currently planned for Transitional Kindergarten through 8th grade ( "TK -8)" school, afterschool
childcare and other purposes pursuant to the Civic Center Act, Education Code section 38130
et seq. Lessee shall notify Lessor if it determines that it will discontinue operating the Building
Site for public education.
5.1 Within one (1) year from the Commencement Date, the Lessee shall
provide evidence to Lessor's City Manager that indicates it has satisfied the following
requirement:
5.1.1 California Department of Education approval of the use of the
Leased Premises as a school site.
5.2 Lessor and Lessee shall meet at least annually to coordinate their joint use
of the Park Site. The discussion shall include scheduling, maintenance standards, and other joint
use issues of concern to the parties.
5.3 Building Site.
5.3.1 Lessee shall, during the Term of this Lease at its sole cost and
expense, construct, operate, and maintain the school facilities ( "the School Facilities ") on the
Building Site. Construction of the School Facilities shall be performed substantially according to
the construction plans attached to this Lease Agreement as Exhibit D ( "Construction Plans ")
and incorporated herein by reference. The School Facilities, Construction Plans and alterations
in the School Facilities on the Building Site will be subject to approval by the California
Department of General Services Division of the State Architect ( "DSA "). Lessee changes to the
Construction Plans that impact the Lessor's Municipal Regional Stormwater Permit shall be
subject to Lessor's reasonable approval. Lessee shall provide Lessor evidence of DSA closeout
and certification of the School Facilities upon completion of construction. The Lessor may, but
shall not be obligated to, observe the work during construction. Lessor agrees to make all
reasonable efforts to notify the Lessee of Lessor's plans to observe work on the Building Site.
Lessor's City Manager may approve or disapprove alterations to the School Facilities on the
Building Site only if the alterations impact the design or use of the Park Site.
5.4 Park Site.
5.4.1 Lessee shall, at its sole cost and expense, construct and maintain,
except as otherwise specified below, the joint use park facilities ( "the Park Site Improvements ")
on the portion of the Leased Premises designated on the Plan as the Park Site. Construction of
the Park Site Improvements shall be performed according to the Construction Plans. The
Lessee may make alterations in the Park Site Improvements, subject to the reasonable approval
of the Lessor's City Manager. It is acknowledged that at least a portion of the Park Site
Improvements will be approved by the Division of State Architect. The Lessor may, but shall
not be obligated to, observe the work during construction to ensure the Park Site Improvements
are completed in accordance with the Construction Plans. Lessor agrees to make all reasonable
efforts to notify the Lessee of Lessor's plans to observe work on the Park Site. Lessee shall give
Lessor regular updates regarding construction conferences..
5.4.2 The Park Site shall be, following Lessee's completion of
construction, subject to the parties' joint use as generally described in the following paragraphs.
(a) Vehicular and Pedestrian Access Area. Both parties shall
have joint use of a portion of the Park Site, depicted on the Plan that is designed for both
(i) public vehicular parking and pedestrian access from Central Parkway to the planned
community park site located south of the Leased Premises, and (ii) vehicular parking and
pedestrian access to the School Site ( "Access Area "). The Access Area shall be open to public
use during those times when the Park Site is not being used by the Lessee for school purposes.
5.4.3 joint Use Park Facilities. Lessee shall furnish a schedule of
published open school hours pursuant to the school's bell schedule plus thirty (30) minutes
before and after school ( "School Hours ") to Lessor prior to the start of each school year. Any
day that school is in session, Lessee shall have exclusive use of the Park Site for school purposes
during School Hours. If the Lessee is utilizing portions of the Park Site for afterschool childcare
or for another permissible use, the Park Site can be jointly used by Lessor and Lessee ( "Joint
Hours "). Lessor shall have control over the use of the Park Site Improvements on the Park Site,
other than the multi- purpose room, for other times outside of School Hours and Joint Hours.
The multipurpose room, despite its presence on the Park Site, shall be considered a Lessee
property subject to use by Lessee during School Hours and the Second Amended Agreement
Between City of Dublin (Lessor) and Dublin Unified School District (Lessee) Regarding Use of
Facilities for Community Recreation of even date herewith, except that Lessor shall not be
charged any fees for its use of the multipurpose room. Notwithstanding the foregoing, Lessee
may reserve all or portions of the Park Site, outside of School Hours, ten (10) or more times
each school year for school - related uses deemed appropriate by Lessee, with the reservation
being limited to no more than the area reasonably required for the Lessee's use. The parties may
mutually agree to extend the number of reservations allowed per school year. In all cases,
Lessee's exclusive use of the Park Site during non - School Hours shall be consistent with
Lessor's policy of securing the maximum use of its parks for the comfort and convenience of all.
6. Construction Standards. All improvements shall be constructed or installed on
the Leased Premises in a good and workmanlike manner without the attachment of any
construction, mechanics, or other liens, and Lessee shall hold Lessor free and harmless from any
liability arising from such liens.
7. Permits. Lessee shall comply with all applicable laws related to the construction
of the School Facilities and the Park Site Improvements. Lessee shall be responsible for
ensuring that the Park Site Improvements are consistent with applicable federal, state, and local
requirements.
Maintenance and Operation.
8.1 Lessee shall, at its own expense, maintain the Leased Premises, including
both the School Facilities and the Park Site Improvements, in a safe condition and in good
repair.
8.2 Lessee shall have sole responsibility for the maintenance, repair, and
security of any buildings and other improvements and personal property on the Leased
Premises, and shall keep the same in good repair and condition during the Term.
8.3 Lessee shall keep the Leased Premises free of graffiti, debris, and anything
of a dangerous, noxious, or offensive nature, or which creates a hazard or undue vibration, heat,
noise, or interference.
8.4 Lessee shall maintain the Park Site according to standards agreed upon
from time to time by Lessor and Lessee. The parties agree that, as of the date of this Lease, the
maintenance standard is equivalent to the standard to which Lessee maintains its facilities. If at
any time Lessor desires a higher standard of maintenance than that agreed upon, then Lessor
may, at Lessor's sole cost and expense, request that Lessee maintain the facilities at a higher
level.
8.5 Notwithstanding any rules and policies Lessee may presently have or may
adopt in the future, during the Term, Lessee shall not charge Lessor a fee to use, or otherwise
impose costs on Lessor for the use of, any portion of the School Site. This provision shall not
be interpreted to give Lessor the right to use the Building Site or Park Site other than as
established by this Lease or separate agreement between the parties.
9. Utilities. Lessee shall pay or cause to be paid, and shall hold Lessor and the
Leased Premises free and harmless from, all charges for the furnishing of gas, water, electricity,
telephone service, and other public utilities to the Leased Premises, and for the removal of
garbage and rubbish from the Leased Premises during the Term of this Lease.
10. Default by Lessee and Lessor's Remedies.
10.1 If Lessee is in default, Lessor shall provide Lessee written notice of the
default. Within thirty (30) days after such written notice, the parties shall informally discuss the
manner in which to efficiently remedy the matter. If Lessee has failed to cure such default
within thirty (30) days after the parties informally meet and confer, Lessor may, at its option,
perform such duty or obligation giving rise to the default on behalf of Lessee, including, but not
limited to, the obtaining of required insurance policies or government licenses, permits, or
approvals. The costs and expenses of any such performance by Lessor shall be due and payable
by Lessee within ten (10) business days of receipt of invoice therefor. In the event of a default
which Lessee has failed to cure within the applicable grace period, Lessor may, after further
notice or demand, and without limiting Lessor in the exercise of any right or remedy which
Lessor may have by reason of such default, pursue any remedy now or hereafter available under
the laws of the State of California. Notwithstanding the foregoing, given that the Leased
Premises will be operated as a public school, Lessor's remedies in the event of default shall not
include a right to terminate the Lease, so long as the Leased Premises are actually being used in
accordance with Section 5 above at the time of the alleged default.
10.2 If suit shall be brought by Lessor because of the breach of any condition
or covenant of this Lease Agreement, Lessee shall pay to Lessor all expenses incurred therefor,
including reasonable attorneys' fees.
11. Optional Termination. This Lease may be terminated by:
11.1 Lessee, upon written notice to Lessor, if it determines that it is no longer
practical to use the Leased Premises for public school purposes.
11.2 Lessor, upon ninety (90) days' written notice to Lessee, if the Leased
Premises are no longer used for public school purposes and Lessor determines, in its sole
discretion, that the Leased Premises are needed for a public purpose of Lessor.
12. Cooperation of the Parties. Lessor and Lessee shall cooperate in Lessee's efforts
to secure any and all funding approvals from state agencies for development of the Leased
Premises as anticipated in this Lease.
13. Condemnation. In the event that all or part of the Leased Premises or any
interest of Lessee in the Leased Premises is taken by eminent domain by any government
agency, quasi - governmental agency, or other public body other than by the Lessor, thereby
making it physically or financially unfeasible, as determined by Lessee in its sole discretion, for
the Leased Premises to be used in the manner it was intended to be used by Lessee under this
Lease, Lessee shall have the right to terminate this Lease effective as of the date the condemning
agency takes possession of the Leased Premises. Lessee shall be entitled to the portion of the
award paid attributable to 1) the diminution in value of its leasehold interest, and 2) the value of
buildings and other School Facilities, Park Site Improvements, and personal property on the
Leased Premises, and Lessor shall receive the remainder of such award.
14. Indemnity.
14.1 Indemnification by Lessee. Lessee shall, at its sole cost and expense,
defend, indemnify, and hold harmless Lessor, and its officials, boards, commissions, employees,
agents, attorneys, and representatives (hereinafter referred to as "Lessor's Indemnitees "), from
and against:
14.1.1 Any and all liability, obligation, damages, penalties, claims, liens,
costs, charges, losses, and expenses (including, without limitation, reasonable fees and expenses
of attorneys, expert witnesses, and consultants), which may be imposed upon, incurred by, or
asserted against Lessor or Lessor's Indemnitees by reason of any act or omission of Lessee, its
personnel, employees, agents, or representatives, resulting in personal injury, bodily injury,
sickness, disease, or death to any person, or damage to, loss of, or destruction of tangible or
intangible property, which may arise out of or be in any way connected with the construction,
installation, operation, maintenance, use, or condition of the Leased Premises or Lessee's failure
to comply with any federal, state, or local statute, ordinance, or regulation.
14.1.2 Lessee's obligations to indemnify Lessor or Lessor's Indemnitees
under this Lease shall not extend to claims, losses, and other matters covered hereunder to the
extent such claims arise out of the negligence or willful misconduct of Lessor or one or more of
Lessor's Indemnitees.
14.2 Indemnification by Lessor. Lessor shall, at its sole cost and expense,
defend, indemnify, and hold harmless Lessee, and its officials, boards, commissions, employees,
agents, attorneys, and representatives (hereinafter referred to as "Lessee's Indemnitees ") from
and against:
14.2.1 Any and all liability, obligation, damages, penalties, claims, liens,
costs, charges, losses, and expenses (including, without limitation, reasonable fees and expenses
of attorneys, expert witnesses, and consultants), which may be imposed upon, incurred by, or
asserted against Lessee or Lessee's Indemnitees by reason of any act or omission of Lessor, its
personnel, employees, agents, or representatives, resulting in personal injury, bodily injury,
sickness, disease, or death to any person, or damage to loss or destruction of tangible or
intangible property, which may arise out of or be in any way connected with Lessor's ownership
or use of the Leased Premises or Lessor's failure to comply with any federal, state, or local
statute, ordinance, or regulation.
14.2.2 Lessor's obligations to indemnify Lessee or Lessee's Indemnitees
under this Lease shall not extend to claims, losses, and other matters covered hereunder to the
extent such claims arise out of the negligence or willful misconduct of Lessee or one or more of
Lessee's Indemnitees.
15. Insurance. Lessee and Lessor shall cause to be maintained, in full force and
effect and at their sole cost and expense during the Term of this Lease, the following types and
limits of insurance:
15.1 Liability Insurance.
15.1.1 Lessee. Throughout the Term of this Lease Agreement, Lessee
shall maintain, in full force and effect, either (a) comprehensive general liability insurance in
commercially reasonable amounts, but in no event in an amount less than $5,000,000 per
occurrence, protecting and insuring against claims for bodily injury, death, property damage, and
personal injury occurring within or resulting from its operations, including its use of the Leased
Premises, or (b) a general self - insurance program covering bodily injury, death, property damage,
and personal injury occurring within or resulting from its operations, including its use of the
Leased Premises. Any policy of insurance obtained by Lessee must name the Lessor, its officers,
agents, and employees as additional insureds thereunder, be endorsed to provide that the
insurance is primary to and non - contributory to insurance carried by the Lessor with respect to
liability imposed on Lessee under this Lease Agreement, and contain a severability of interest
clause.
15.1.2 Lessor. Throughout the Term of this Lease Agreement, Lessor
shall maintain, in full force and effect, either (a) comprehensive general liability insurance in
commercially reasonable amounts, but in no event in an amount less than $5,000,000 per
occurrence, protecting and insuring against claims for bodily injury, death, property damage, and
personal injury occurring within or resulting from its operations, including its use of any portion
of the Leased Premises, or (b) a general self - insurance program covering bodily injury, death,
property damage, and personal injury occurring within or resulting from its operations, including
its use of any portion of the Leased Premises. Any policy of insurance obtained by Lessor must
name the Lessee, its officers, agents, and employees as additional insureds thereunder, be
endorsed to provide that the insurance is primary to and non - contributory to insurance carried
by the Lessee with respect to liability imposed on Lessor under this Agreement, and contain a
severability of interest clause.
15.2 Piirttpgl [jy1p,I,S,y,, H,aiiil,e. Throughout the Term of this Lease Agreement,
Lessee shall maintain, in full force and effect, fire insurance and a standard "all risk" policy
covering all structures and improvements at the School Site and any personal property owned by
Lessee located at the School Site. This coverage must (i) contain a waiver of subrogation
endorsement in favor of Lessor, (ii) cover loss or damage to the Leased Premises and any
Lessee -owned personal property thereon in the amount of the full replacement value,
(iii) include a deductible no greater than $5,000. Covered perils are to include fire, all risk,
vandalism, malicious mischief, and sprinkler leakage. Throughout the Term of this Lease
Agreement, Lessor shall maintain its own property insurance covering any personal property
owned by Lessor located on the School Site.
15.3 trial kei ' ttiu p gug ioiii- ?Ipip E iuiilpjpy.gu Liability. y. Both parties
shall maintain, in full force and effect, Workers' Compensation Insurance or self- insurance, and
Employers' Liability Insurance or self - insurance with limits that conform to legal requirements.
16. Hazardous Substance Indemnification.
16.1 Lessee represents and warrants that its use of the Leased Premises herein
will not generate any hazardous substance, and it will not store or dispose on the Leased
Premises, nor transport to or over the Leased Premises any hazardous substance except for
reasonable amounts of cleaning, office, educational, and landscape substances ordinarily used on
school sites. Lessee further agrees to defend, indemnify, and hold harmless Lessor and its
officials, boards, commissions, employees, agents, and representatives from, and remediate the
Leased Premises from, any release of any such hazardous substance and any damage, loss,
expense, or liability resulting from such release, including all attorneys' fees, costs, and penalties
incurred as a result thereof, except any release caused by the negligence or intentional act or
omission of Lessor and its employees or agents. "Hazardous substance" shall be interpreted
broadly to mean any substance or material defined or designated as hazardous or toxic waste,
hazardous or toxic material, hazardous, toxic, or radioactive substance, or other similar term by
any federal, state, or local environmental law, regulation, or rule presently in effect or
promulgated in the future, as such laws, regulations, or rules may be amended from time to time;
and it shall be interpreted to include, but not be limited to, any substance which after release
into the environment will or may reasonably be anticipated to cause sickness, death, or disease.
16.2 Lessor represents and warrants that its use of the Leased Premises herein
will not generate any hazardous substance, and it will not store or dispose on the Leased
Premises, nor transport to or over the Leased Premises any hazardous substance except for
reasonable amounts of cleaning, office, and landscape substances ordinarily used on City park
sites. Lessor further agrees to defend, indemnify, and hold harmless Lessee and its officials,
boards, commissions, employees, agents, and representatives from, and remediate the Leased
Premises from, any release of any such hazardous substance and any damage, loss, expense, or
liability resulting from such release, including all attorneys' fees, costs, and penalties incurred as a
result thereof, except any release caused by the negligence or intentional act or omission of
Lessee and its employees or agents.
17. Holding Over. Any holding over after the expiration of the Term hereof, with
the consent of Lessor, shall be construed to be a tenancy from month to month and shall
otherwise be for the terms and on the conditions herein specified, so far as applicable.
18. Acceptance of Premises. By taking possession of the Leased Premises, Lessee
accepts the Leased Premises in the condition existing as of the Commencement Date. Lessor
makes no representation or warranty as to the condition of the Leased Premises, and Lessor
shall not be liable for any latent or patent defect in the Leased Premises, except as otherwise
stated herein.
19. Option to Purchase. In addition to all other rights that Lessee has under the
Lease, Lessor grants Lessee an option ( "Option ") to purchase the Leased Premises on the
following terms and conditions:
19.1 Purchase Price. The purchase price ( "Purchase Price ") for the Building
Site shall be a mutually agreed price for the 3.7 acre Building Site, excluding all structures,
improvements, and personal property thereon. If the parties cannot agree upon the price within
sixty (60) days of Lessee's exercise of the Option, the purchase price shall be the fair market
value of the Building Site, excluding all structures, improvements, and personal property
thereon, subject to current zoning for park use, as determined by an appraiser mutually agreed
upon by Lessor and Lessee. The fair market value shall be determined as though the Lessee
were acquiring the property from a private party. Both parties will meet with the appraiser
before commencement of the appraisal assignment to agree upon the conditions, if any, to be
assumed in the appraisal. At this meeting, the parties will provide the appraiser any information
to be considered by the appraiser in performing the valuation. The cost of the appraisal, if any,
shall be shared equally by Lessor and Lessee. Upon exercise of the Option by Lessee, and
within forty -five (45) days of the parties' agreement on the Purchase Price or delivery of the
appraisal report, if any, to Lessor and Lessee, the Purchase Price shall be deposited into an
escrow account.
19.2 Term of Option. Within thirty (30) days of the first anniversary of the
Commencement Date, and within thirty (30) days of any subsequent anniversary of the
Commencement Date, Lessee shall have the right to exercise the Option ( "Option Term ").
Upon expiration of any Option Term, Lessor shall be released from all obligations under the
Option until the next Option Term.
19.3 Exercise of Option. The Option shall be exercised by Lessee by mailing
or delivering a written notice of intent ( "Exercise Notice ") to Lessor prior to the end of the
Option Term. It is a condition to the effectiveness of the exercise of Option that Lessee not
then be in default under this Lease. If Lessee is in default under this Lease at the time Lessee
gives the Exercise Notice, the Exercise Notice shall be void. It is acknowledged and agreed that
simultaneously with delivering the Exercise Notice, Lessee shall execute a Purchase and Sale
Agreement with Lessor, in a form mutually acceptable to Lessor and Lessee, under which Lessee
shall purchase the Building Site. The Purchase and Sale Agreement shall not be effective for any
purpose unless Lessee timely and effectively delivers the Exercise Notice. Lessor shall execute
the Purchase and Sale Agreement and deliver the executed Purchase and Sale Agreement to the
escrow agent within forty -five (45) days of receipt of the Exercise Notice and the Purchase and
Sale Agreement from Lessee. The effective date of the Purchase and Sale Agreement shall be
the day Lessor acknowledges in writing that it received Lessee's Exercise Notice. To the extent
of any inconsistencies between the Purchase and Sale Agreement and the Option, the Option
shall prevail.
19.4 Exercise Notice. The Exercise Notice, if mailed, shall be sent certified
mail, postage pre -paid, to Lessor at the address indicated below, and shall be deemed to have
been delivered five (5) days after deposit in the United States mail. If sent by overnight delivery
service to Lessor, the Exercise Notice shall be deemed delivered the day after Lessee's deposit
with the overnight delivery service with all fees prepaid. If delivered in person, the Exercise
Notice shall be deemed delivered upon receipt.
19.5 Conveyance by Lessor. If the Option is exercised, Lessor shall convey
title to the Leased Premises by grant deed.
19.6 Lessor Disposition of Leased Premises. If Lessor plans to dispose of the
Leased Premises, it hereby grants Lessee a right of first refusal to purchase the Leased Premises.
20. Non - Waiver. No waiver of any default under this Lease shall constitute or
operate as a waiver of any subsequent default hereunder, and no delay, failure, or omission in
exercising or enforcing any right, privilege, or option under this Lease shall constitute a waiver,
abandonment, or relinquishment thereof, or prohibit or prevent any election under or
enforcement or exercise of any right, privilege, or option hereunder. No waiver of any
provision hereof by Lessor or Lessee shall be deemed to have been made unless and until such
waiver shall have been reduced to writing and signed by Lessor or Lessee. The receipt by Lessor
of rent with knowledge of any default under this Lease shall not constitute or operate as a waiver
of such default.
21. Covenants Run with Land. The agreements, covenants, and conditions in this
Lease are and shall be deemed to be covenants running with the land, and shall be binding upon
and shall inure to the benefit of Lessor and Lessee and their respective successors and assigns.
22. Construction. This Lease shall not be construed as if it had been prepared by one
of the parties, but rather as if both parties had prepared it.
23. Further Assurances. Whenever requested to do so by the other party, each party
shall execute, acknowledge, and deliver any further conveyances, agreements, confirmations,
satisfactions, releases, powers of attorney, instruments of further assurance, approvals, consents,
and any further instruments and documents as may be necessary or proper to complete any
conveyances, transfers, sales, or agreements contemplated by this Lease. Each party also agrees
to do any other acts to execute, acknowledge, and deliver any documents requested to carry out
the intent and purpose of this Lease.
24. Third- Part,�ghts. Nothing in this Lease, express or implied, is intended to
confer upon any person, other than the parties and their respective successors and assigns, any
rights or remedies under or by reason of this Lease.
25. Integration. This Lease and the attached exhibits contain the entire agreement
between the parties regarding the subject matter of the Leased Premises, and this Lease
expressly supersedes all previous or contemporaneous agreements, understandings,
representations, or statements between the parties regarding those matters.
26. Amendment. This Lease may only be amended or altered, by an instrument in
writing executed by Lessor and Lessee.
26.1 Non - Material Amendments. Any amendments to this Lease which do not
relate to (a) the Term of the Lease as provided in paragraph 2; (b) changes in the permitted uses
of the Leased Premises as provided in paragraph 5 that would materially alter the impacts that
the use of the Lease Premises have on the community; (c) changes that would cause either party
to incur material increases in costs; or (d) material changes in the insurance and indemnity
provisions as provided in paragraphs 14, 15, and 16, may be approved by the Lessee's
Superintendent and by the Lessor's City Manager and shall not, except to the extent otherwise
required by law, approval by City Council or by the District Board of Education before the
parties may execute an amendment hereto. The City Manager shall determine whether an item
is "material" for the City, and the Superintendent shall determine whether an item is "material"
for the District..
27. Notices. All notices, requests, demands, and other communications hereunder
shall be in writing and shall be deemed given if personally delivered, delivered by overnight
delivery service or mailed, via certified mail, return receipt requested, to the following addresses:
If to Lessor, to: City Manager
City of Dublin
100 Civic Plaza
Dublin, CA 94568
With a copy to: John Bakker, Esq.
City Attorney
Meyers, Nave, Riback, Silver & Wilson
555 1211, Street, Suite 1500
Oakland, CA 94607
If to Lessee, to: Superintendent
Dublin Unified School District
7471 Larkdale Avenue
Dublin, CA 94568
With a copy to: Marilyn J. Cleveland, Esq.
Dannis Woliver Kelley
275 Battery Street, Suite 1150
San Francisco, CA 94111
Any notice given by personal delivery shall be effective upon receipt. Any notice given by
overnight delivery service shall be effective the day after delivery to the overnight delivery
service carrier. Any notice given by mail shall be effective five (5) days after deposit with the
U.S. Postal Service.
28. Assignment. Neither party may assign or transfer their rights under this Lease
without the prior written consent of the other party; however, each party may allow use by
others of the portions of the Leased Premises over which it has control during the times it has
control of portions of the Leased Premises.
29. Successors and Assigns. This Lease shall be binding upon and inure to the
benefit of the parties, their respective successors, personal representatives, and assigns.
30. Authori r. Lessor and Lessee represent that each, respectively, has the full right,
power, and authority to execute this Lease.
31. Governing Law. This Lease shall be construed in accordance with the laws of the
State of California.
32. Partial Invalidity. If any term of this Lease is found to be void or invalid, such
invalidity shall not affect the remaining terms of this Lease, which shall continue in full force
and effect.
33. Quiet Possession. Lessor hereby warrants and represents that there are no liens,
encumbrances, or exceptions to property title as of the date of this Lease that would interfere
with Lessee's rights hereunder, and that Landlord has the legal right and title to enter into this
Lease.
34. Memorandum of Lease. Following the execution of this Lease, either party, at its
sole expense, shall be entitled to record a "short form" Memorandum of Lease in the form
attached hereto as Exhibit E.
35. Counterparts. This Lease may be executed in counterparts, each of which shall
be deemed an original, and all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, this Lease was executed by the parties as of the dates set
forth below.
LESSOR
CITY OF DUBLIN
By:
Name:
City Manager
Date:
LESSEE
DUBLIN UNIFIED SCHOOL DISTRICT
By:
Name:
Superintendent
Date:
w
Exhibit A
Location Map
Page 1
Exhibit B
Legal Description of the Leased Premises
Parcel E of Tract 8024 recorded in Book 313 of Maps, Pages 88 -100 on December 19, 2011,
Document No. 2011 - 368960.
Page 1
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I
Is
Exhibit C
Plan
Page 1
Exhibit D
Construction Plans
[ to come]
Page 1
Exhibit E
Form of Memorandum of Lease
Exhibit A - Form of Ground Lease
RECORDING REQUESTED BY:
CFTY OF DUBLIN
When Recorded Mail To:
City Clerk
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Fee Vaived per GC 27383
Space above this Line for Recorder's use
MEMORANDUM OF GROUND LEASE BETWEEN
THE CITY OF DUBLIN AND THE DUBLIN UNIFIED
SCHOOL DISTRICT FOR THE SCHOOL /PARK SITE
IN JORDAN RANCH
This Memorandum of Ground Lease Between the City of Dublin and the Dublin
Unified School District for the School /Park Site in Jordan Ranch (this "Memorandum ") is
entered into this _ day of , by and between the City of Dublin, a municipal corporation
( "Lessor "), and the Dublin Unified School District, a California public school district ( "Lessee ")
Lessor and Lessee are, from time -to -time, individually referred to in this Memorandum as a
"Party," and are collectively referred to as "Parties."
1. Pursuant to the Ground Lease Between the City of Dublin and the Dublin
Unified School District for the School /Park Site in Jordan Ranch as of , _ by and between
Lessor and Lessee (the "Ground Lease "), the Parties have set forth their respective obligations
with respect to Lessee's lease of certain land from the Lessor for the construction and operation
of a school and joint -use playground and community park.
2. Lessor and Lessee have executed and recorded this instrument to give notice of the
Agreement, and the respective rights and obligations of Lessor and Lessee. The unrecorded
Ground Lease Between the City of Dublin and the Dublin Unified School District for the
School /Park Site in Jordan Ranch is incorporated by reference in its entirety in this
Memorandum.
This Memorandum shall bind and inure to the benefit of the Parties and their
respective heirs, successors and assigns, subject however to restrictions set forth in the
Agreement regarding assignment.
Exhibit A - Form of Ground Lease
Exhibit A - Form of Ground Lease
IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date
first set forth above.
LESSOR
CITY OF DUBLIN
By:
Name:
City Manager
Date:
2606353.1
LESSEE
DUBLIN UNIFIED SCHOOL DISTRICT
By:
Name:
Superintendent
Date:
Exhibit A - Form of Ground Lease
Exhibit B to the Resolution
SECOND AMENDED AND RESTATED
AGREEMENT BETWEEN CITY OF DUBLIN AND
DUBLIN UNIFIED SCHOOL DISTRICT
REGARDING USE OF FACILITIES
FOR COMMUNITY RECREATION
This Second Amended and Restated Agreement between City of Dublin and Dublin Unified School
District Regarding Use of Facilities is made and entered into this _ day of March, 2016, by and between
the CITY OF DUBLIN, a municipal corporation, hereinafter called "CITY," and the DUBLIN UNIFIED
SCHOOL DISTRICT, a public school district of the State of California, hereinafter called "DISTRICT." CITY
and DISTRICT may be referenced as the "Parties."
WITNESSETH
WHEREAS, the CITY, through its Parks and Community Services Department, and the DISTRICT
are mutually interested in providing an adequate program of community recreation; and
WHEREAS, California Education Code section 10900 et. seq. authorizes and empowers cities and
school districts to organize, promote and conduct programs of community recreation which will contribute to
the attainment of general recreational and educational objectives for children and adults of this State, and
to enter into agreements with each other for such purpose; and
WHEREAS, in the interest of providing the best community recreation service with the least
possible expenditure of public funds, full cooperation between CITY and DISTRICT is both necessary and
desirable; and
WHEREAS, the Parties previously entered into a master joint use agreement detailing the Parties'
joint use of CITY and DISTRICT facilities in the Agreement Between City of Dublin and Dublin Unified
School District Regarding Use of Facilities, dated September 25, 1989, and subsequently amended and
restated that agreement on May 7, 2011 (the "Joint Use Agreement "); and
WHEREAS, the Parties hereto have entered into separate agreements regarding the Parties' joint
use of specific facilities:
• Stager Community Gymnasium at Valley High School pursuant to the Agreement Between
City of Dublin and Dublin Unified School District Regarding Joint Funding of Community
Use Gymnasium and Repealing January 28, 1991 and October 24, 1995 Agreements,
entered into on September 10, 1997;
• Tennis Complex at Dublin High School pursuant to the Agreement Between the City of
Dublin and Dublin Unified School District For the Funding of the Dublin High School Tennis
Complex Renovation Project and the Subsequent Operations of Said Tennis Complex,
entered into on July 16, 2013;
• Dublin High School Center for Performing Arts and Education pursuant to the Agreement
Between City of Dublin and Dublin Unified School District for Use of Theater Facilities at
Dublin High School Center for Performing Arts and Education Dated March _, 2016; and
Second Amended Agreement between City of Dublin and Dublin Unified School District March _, 2016
Regarding Use of Facilities for Community Recreation Page 1 of 9
DWK SF 813257v8
Exhibit B to the Resolution
• Jordan Ranch Park Site pursuant to the Ground Lease for the School /Park Site in Jordan
Ranch that is the subject of the Option to Ground Lease of the same date as this
Agreement; and
WHEREAS, CITY and DISTRICT desire to amend and restate the Joint Use Agreement to reflect
changed circumstances.
NOW, THEREFORE, in consideration of the promises herein, CITY and DISTRICT agree as
follows:
1. USE OF DISTRICT PROPERTY. DISTRICT shall make available to CITY for community
recreation activities all DISTRICT property within the CITY limits which may include classrooms,
gymnasiums, multi - purpose rooms, athletic fields, school activity asphalt areas, and other similar areas
which are suitable for community recreational activities as defined in Section 10901(c) of the Education
Code. Said property shall be free and clear of discernable, unsafe, and hazardous defects. By September
1 of each year, DISTRICT shall provide to CITY a list of DISTRICT facilities available for community
recreational activities during the upcoming school year, from September through May. By March 20 of
each year, DISTRICT shall provide to CITY a list of DISTRICT facilities available for community
recreational activities during the upcoming summer months, from June through August. The list shall
identify the specific school site and facility and include the days and times available for use by the CITY
during non - DISTRICT use hours. The facilities described on these lists shall be referred to as "Joint Use
District Facilities." DISTRICT reserves the right to withhold any site from CITY use because of
construction, modernization, summer cleaning, repairs, or field restoration or renovation on the site or other
a. Scheduling Meetings. DISTRICT and CITY shall meet at least once every quarter for
scheduling meetings. The purpose of these scheduling meetings shall be to protect real and
personal property involved, resolve any issues concerning maintenance or renovation of any Joint
Use District Facilities, and address either of the Party's concerns or issues arising under this
Agreement.
Online Schedule for Use of Joint Use Facilities. After DISTRICT has identified those Joint
Use District Facilities available for CITY use, DISTRICT shall establish an online schedule of Joint
Use District Facilities, dates, and times ( "Online Schedule ") to which the CITY has access. The
purpose of the Online Schedule shall be to coordinate the uses of the Joint Use District Facilities
under this Agreement to avoid conflict between DISTRICT, CITY, and third -party users.
C. DISTRICT shall be responsible for scheduling all use of Joint Use District Facilities under
this Agreement, including use by DISTRICT, CITY and community groups. All requests for use of
Joint Use District Facilities by community groups shall be submitted online to the DISTRICT.
DISTRICT and CITY shall reference the Online Schedule to schedule community groups' use
accordingly.
d. CITY divides its calendar into three (3) "Seasons ": Summer Season, Fall /Winter Season,
and Spring Season. Prior to the commencement of each Season, CITY shall use its best efforts to
schedule all activities to take place during that Season. In no event shall CITY reserve Joint Use
District Facilities less than ten (10) working days prior to CITY's need of a Joint Use District
Second Amended Agreement between City of Dublin and Dublin Unified School District March _, 2016
Regarding Use of Facilities for Community Recreation Page 2 of 9
DWK SF 813257v8
Exhibit B to the Resolution
Facility. DISTRICT shall make every effort possible to avoid cancellation of a CITY - confirmed
reservation less than ten (10) working days prior to the scheduled activity. In case such
cancellation cannot be avoided, DISTRICT shall make every effort to provide an alternate school
area or facility.
e. Priority of Use. In scheduling Joint Use District Facilities for community recreation
activities pursuant to this Agreement, the following uses will be given priority in descending order
and use will be scheduled in accordance with the DISTRICT's Facility Use Policies. The priority for
use of the Joint Use Facilities is as follows.
1) DISTRICT shall have first priority for use of or work on its facilities, including the
Joint Use District Facilities, for its educational, instructional, and other DISTRICT - related activities,
events, and programs during the entire year, including summer months, construction,
modernization, summer cleaning, repairs, or field restoration or renovation.
2) Events or activities designed to serve the youth and citizens of the individual
school community which are planned and directed by school- or District - related groups (PFC,
Band Boosters, and similar groups).
3) Events or activities connected with community recreational programs sponsored
by the CITY's Parks and Community Services Department.
4) Use by community organizations whose primary purpose is service to youth or the
improvement of the general welfare of the community (Boy /Girl Scouts, Youth Athletic Leagues,
and similar organizations).
5) Use by civic and service groups such as Chamber of Commerce, League of
Women Voters, Rotary, Lions, Kiwanis, whose purpose, through the use of school facilities, is to
improve the general welfare of the community and, where admission is charged, whose net
receipts are expended for welfare of youth or other charitable purposes.
6) Use by individuals or groups who are eligible to rent the facilities for legitimate
purposes in accordance with the Education Code Section 10901 and whose net receipts are not
expended for pupil welfare or charitable purposes.
f. Use Charge. Upon written invoice from the DISTRICT, the CITY agrees to pay for use of
the Joint Use District Facilities charged by the DISTRICT. The charge to the CITY for use of Joint
Use District Facilities shall include the following elements:
1) Use of custodial services or supplies in addition to those normally required for
DISTRICT use. The charge for custodial services or supplies shall be at the rate charged by
DISTRICT to nonprofit organizations. Custodial services include janitorial and maintenance
services such as cleaning, stripping, set up and removal of furniture and equipment.
2) Charge for any space made available for exclusive use of the CITY, to the
exclusion of any other party, including DISTRICT. The charge for exclusive use of Joint Use
District Facilities shall be at the rate charged by DISTRICT to nonprofit organizations.
Second Amended Agreement between City of Dublin and Dublin Unified School District March _, 2016
Regarding Use of Facilities for Community Recreation Page 3 of 9
DWK SF 813257v8
Exhibit B to the Resolution
3) An "energy use fee" covering the costs to DISTRICT of providing energy to the
facilities during such times as CITY uses Joint Use District Facilities.
4) Cost of DISTRICT representative's time if on duty at the Joint Use District Facility
in excess of his or her normal schedule during CITY's scheduled use. DISTRICT representative's
time shall include two (2) hours to open and two (2) hours to close the Joint Use DISTRICT
Facilities.
Prior to charging CITY for any of the above listed services, DISTRICT shall provide CITY with a
current schedule of the applicable rates. If during the term of this Agreement, DISTRICT believes
that any of the established rates are insufficient in any respect, DISTRICT shall immediately inform
CITY in writing of this fact. As soon as practicable, DISTRICT shall provide CITY with the
proposed new rate. In no event shall DISTRICT charge a higher rate than those specified in the
schedule provided to CITY.
g. Other Terms Regarding CITY Use of Joint Use DISTRICT Facilities.
1) CITY shall be responsible for any damage to Joint Use District Facilities except
normal wear and tear which may result from any community recreation activity being conducted by
CITY on Joint Use District Facilities.
2) A CITY or DISTRICT adult representative (21 years or older) shall be on site
whenever the inside of Joint Use District Facilities is being used. If the activity takes place at a
time when DISTRICT representatives are not normally scheduled to be on duty, the cost of
providing a CITY or DISTRICT representative shall be charged by CITY or DISTRICT to the
responsible organization.
3) CITY shall provide authorized personnel to supervise CITY activities conducted on
Joint Use District Facilities. Personnel employed by CITY shall be supervised by CITY. The
absence of adequate supervision of CITY personnel or program participants shall be considered a
breach of this Agreement and may result in termination of use of DISTRICT facilities for the
unsupervised program.
4) CITY shall notify the DISTRICT as soon as possible, and in all events within
twenty four (24) hours, if Joint Use District Facilities used by the CITY have been vandalized,
damaged, or are in need of repair or present a safety hazard for any user. In the case of
vandalism, the CITY shall notify the CITY's Police Department (Crime Tips / Graffiti Hotline /
Phone: 925 - 833 -6638) of all vandalism as soon as possible. DISTRICT shall bill the cost of
repairing vandalism or damage occurring during a scheduled activity to the responsible
organization, including the CITY if it occurs during a CITY activity or activity sponsored by the CITY
and conducted by others and CITY shall pay for those repairs.
h. Insurance. Use scheduled by groups under paragraph 1(e)(2) - (5) shall require evidence
of general commercial liability insurance in an amount and form acceptable to, and approved by,
the CITY and DISTRICT, showing the CITY and DISTRICT as additional insureds.
2. USE OF CITY PROPERTY. CITY shall make available to DISTRICT for DISTRICT or
DISTRICT - related events, activities or programs all CITY recreation facilities which are suitable for said
Second Amended Agreement between City of Dublin and Dublin Unified School District March _, 2016
Regarding Use of Facilities for Community Recreation Page 4 of 9
DWK SF 813257v8
Exhibit B to the Resolution
events, activities or programs. Said facilities shall be free and clear of discernible unsafe and hazardous
defects. The facilities shall be selected by the DISTRICT in writing, subject to the written approval of the
CITY, and shall be referred to as "Joint Use City Facilities ".
a. Priority of Use. In scheduling use of Joint Use City Facilities, CITY - sponsored programs
shall have first priority use. DISTRICT activities shall have second priority. CITY shall make every
effort possible to avoid cancellation of a confirmed DISTRICT reservation less than ten (10)
working days prior to the scheduled activity. In cases that such cancellation cannot be avoided,
CITY shall make every effort to provide an alternative City area or facility.
b. Use Charge. Upon written invoice from the CITY, the DISTRICT agrees to pay for use of
the Joint Use City Facilities charged by the CITY. The charge to the DISTRICT for use of Joint
Use City Facilities shall include the following elements:
1) Use of custodial services or supplies in addition to those normally required for
CITY use. The charge for custodial services or supplies shall be at the rate charged by CITY to
nonprofit organizations.
2) Charge for any space made available for exclusive use of the DISTRICT, to the
exclusion of any other party, including CITY. The charge for exclusive use of Joint Use City
Facilities shall be at the rate charged by CITY to nonprofit organizations.
3) Cost of CITY representative's time if on duty at the Joint Use City Facility in
excess of his or her normal schedule during DISTRICT's scheduled use.
C. Prior to charging DISTRICT for any of the above listed services, CITY shall provide
DISTRICT with a current schedule of the applicable rates. If during the term of this Agreement,
CITY believes that any of the established rates are insufficient in any respect, CITY shall
immediately inform DISTRICT in writing of this fact. As soon as practicable, CITY shall provide
DISTRICT with the proposed new rate. In no event shall CITY charge a higher rate than those
specified in the schedule provided to DISTRICT.
d. Other Terms Regarding DISTRICT Use of Joint Use CITY Facilities.
1) DISTRICT shall be responsible for any damage to Joint Use City Facilities other
than normal wear and tear which may result from any DISTRICT - scheduled activity on the Joint
Use City Facility.
2) DISTRICT shall provide authorized personnel to supervise DISTRICT activities
conducted on Joint Use City Facilities. Personnel employed by DISTRICT shall be supervised by
DISTRICT.
3) DISTRICT shall notify CITY as soon as possible, and in all events within twenty
four (24) hours if the Joint Use City Facility used by the DISTRICT has been vandalized, damaged,
is in need of repairs or presents a safety hazard to any user. CITY shall bill the DISTRICT for the
cost of repairing any vandalism or damage that is the direct result of a scheduled DISTRICT
activity and DISTRICT shall pay for those repairs.
Second Amended Agreement between City of Dublin and Dublin Unified School District March _, 2016
Regarding Use of Facilities for Community Recreation Page 5 of 9
DWK SF 813257v8
Exhibit B to the Resolution
3. USE OF DUBLIN SWIM CENTER. CITY shall make the Dublin Swim Center ( "Swim
Center") available to DISTRICT from February through June of each year for the purpose of conducting
DISTRICT's swim team programs, swimming instruction and other appropriate aquatic programs as agreed
upon by CITY and DISTRICT.
a. Use Charge. DISTRICT agrees to reimburse CITY in the amount of one -third (1/3) of the
actual operating cost of the Swim Center during the period of time used by DISTRICT. Operating
costs include gas and electricity, water and sewer, chemicals and maintenance. CITY shall
provide documentation supporting the charges to the DISTRICT upon DISTRICT's request at any
time.
b. Scheduling. DISTRICT shall submit to CITY a schedule of hours and days during which
DISTRICT will use the Swim Center. CITY agrees that DISTRICT may use the Swim Center
during time periods and on days set forth in said schedule, as approved by CITY in writing.
DISTRICT may change days and times of use upon forty -eight (48) hours' advance notice to CITY
in writing.
C. Terms Regarding DISTRICT Use of Swim Center.
1) During periods of time the Swim Center is used by DISTRICT, CITY shall:
a) Maintain the landscaping and grounds of the Swim Center, including irrigation
as necessary;
b) Provide lifeguards to provide acceptable coverage of the pool, and
rescue /first aid services. DISTRICT shall reimburse CITY for 100% of the
actual costs of providing lifeguarding services during DISTRICT's exclusive
use of the Swim Center.
2) During periods of time the Swim Center is used by DISTRICT, DISTRICT agrees
to assume responsibility for the following:
• Equipment necessary for the DISTRICT's swim team's use including towels, suits
and other equipment, provided, however, that CITY shall provide access to typical
competitive swimming equipment such as lane lines, backstroke pennants, pace
clock and kickboards;
• Qualified swim instructors, swim coaches and other necessary personnel to carry
out the DISTRICT's aquatics program;
• Assist CITY with covering the pool while not in use and uncovering it while in use;
and
• Supervision of DISTRICT participants at all times when the Swim Center is in use
by DISTRICT and DISTRICT shall reimburse the CITY for any damages to the
pool or other structures or installations caused by DISTRICT's use as a result of
negligence or vandalism, other than resulting from acts of God or normal wear and
tear.
Second Amended Agreement between City of Dublin and Dublin Unified School District March _, 2016
Regarding Use of Facilities for Community Recreation Page 6 of 9
DWK SF 813257v8
Exhibit B to the Resolution
4. OTHER CITY AND DISTRICT AGREEMENTS. This Agreement applies to joint use of all
CITY and DISTRICT property, except with respect to the following facilities, the use of which are addressed
in separate agreements between the Parties: Stager Gymnasium at Valley High School; Dublin High
School Tennis Complex; Dublin High School Center for Performing Arts and Education; Jordan Ranch
School /Park Site (except as otherwise specified therein); and any future property or facilities of either Party.
5. IMPROVEMENTS TO DISTRICT PROPERTY. CITY and DISTRICT may enter into a
separate agreement for the installation of sprinkler systems, turfing, playground equipment, fencing, and
additional recreational equipment on Joint Use District Facilities. Both CITY and DISTRICT agree to
negotiate in good faith to enter into such agreements.
Any such agreement for installation or erection of permanent improvements or equipment on Joint Use
District Facilities by CITY shall address the use and ownership of such improvements or equipment, as well
as the reimbursement or removal of such improvements or equipment in the event that either Party
terminates this Agreement or the DISTRICT disposes of any Joint Use District Facility.
6. INDEMNIFICATION.
a. Indemnification of CITY by DISTRICT. DISTRICT shall defend, indemnify, and hold
harmless the CITY, its officers, agents, and employees, from any and all liability, loss, damage,
cost or expense which CITY shall become obligated to pay by reason of any claim, lawsuit or
judgment on account of injury to property or injury or death to persons received or suffered as a
result of the use of the Joint Use District or City Facilities by DISTRICT or any program associated
with or any other activity scheduled by DISTRICT, except where the injury is caused in whole or in
part by the CITY, its employees' or officers' own fraud or willful injury or violation of the law.
b. Indemnification of DISTRICT by CITY. CITY shall defend, indemnify, and hold harmless
the DISTRICT, its officers, agents, and employees, from any and all liability, loss, damage, cost or
expense which DISTRICT shall become obligated to pay by reason of any claim, lawsuit or
judgment on account of injury to property or injury or death to persons received or suffered as a
result of the use of the Joint Use District or City Facilities by CITY, or any program associated with
or any other activity scheduled by CITY, except where the injury is caused in whole or in part by
the DISTRICT, its employees' or officers' own fraud or willful injury or violation of the law
7. INSURANCE. Each Party hereto shall at all times maintain a policy of comprehensive
general liability insurance in the principal amount of at least Two Million Dollars ($2,000,000.00) combined
single limit per occurrence for bodily injury, personal injury and property damage.
a. DISTRICT Policy. Said policy held by DISTRICT shall be endorsed to name CITY, its
officers, employees, agents and volunteers as additional insureds regarding liabilities arising out of
maintenance, operation and use of the Joint Use District and City Facilities. Said policy shall be
endorsed as primary and shall contain provisions which preclude policy suspension, policy
cancellation, or reduction in policy limits except after thirty (30) days prior written notice to CITY by
certified mail, return receipt requested.
b. CITY Policy. Said policy held by City shall be endorsed to name the DISTRICT, its
officers, employees, agents and volunteers as additional insured regarding liabilities arising out of
Second Amended Agreement between City of Dublin and Dublin Unified School District March _, 2016
Regarding Use of Facilities for Community Recreation Page 7 of 9
DWK SF 813257v8
Exhibit B to the Resolution
maintenance, operation and use of the Joint Use District and City Facilities. Said policy shall be
endorsed as primary and shall contain provisions which preclude policy suspension, policy
cancellation, or reduction in policy limits except after thirty (30) days prior written notice to
DISTRICT by certified mail, return receipt requested.
C. Neither Party's insurance carrier /company shall have any recourse against the non - policy
holder Party, its officers, employees or agents for the payment of any premiums or assessments or
any right of subrogation under any policy of insurance issued to DISTRICT or CITY and endorsed
as set forth herein.
d. The Parties understand and agree that each Party shall be responsible for the payment of
any deductibles under the policies of insurance in effect under the terms of this Agreement, subject
to the right of the Party to exercise any and all remedies available to it for recoupment of these
monies.
8. DISPUTES. In the event of a disagreement between the CITY and the DISTRICT on the
interpretation of any provision of this Agreement, the City Manager and District Superintendent, or their
designees, shall meet and resolve the differences within thirty (30) days. If they are unable to resolve the
dispute, the Parties shall agree to a mediator from a list provided by JAMS and submit the dispute to
mediation according to JAMS' rules. The costs of the mediator shall be borne equally by CITY and
DISTRICT.
9. REVIEW. This Agreement shall be reviewed on a biennial basis or more often as needed.
10. REPRESENTATION OF COMPREHENSION OF DOCUMENT. Each Party has reviewed
and revised or had the opportunity to review and revise this Agreement. Accordingly, the normal rule of
construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be
employed in the interpretation of this Agreement or any amendment of it that has been reviewed and/or
revised by both Parties.
11. TERM. This Agreement provides for CITY programs and community recreation activities
using DISTRICT -owned property, and DISTRICT - sponsored activities using CITY -owned property. It is
intended to establish the general understanding of the Parties (except as provided by the separate
agreements relating to specific joint use facilities) pertaining to the use of specific facilities at particular
named sites belonging to CITY or DISTRICT.
This Agreement shall remain in full force and effect so long as CITY and DISTRICT shall maintain and
operate facilities capable of joint use by the Parties; provided, however, that this Agreement may be
amended, in writing, by mutual consent at any time, or terminated on the 30th day of June of any year
hereafter upon either Party giving written notice to the other Party, one hundred eighty (180) days prior to
termination date, of its intention to so terminate.
12. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each
full set of which shall constitute a full enforceable counterpart of this Agreement, all of which together shall
constitute but one Agreement.
Second Amended Agreement between City of Dublin and Dublin Unified School District March _, 2016
Regarding Use of Facilities for Community Recreation Page 8 of 9
DWK SF 813257v8
Exhibit B to the Resolution
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective officers and duly authorized by the CITY and DISTRICT the day and year first above written.
DISTRICT: CITY:
DUBLIN UNIFIED SCHOOL DISTRICT, CITY OF DUBLIN,
a public school district of the State of California a municipal corporation
Dr. Stephen L. Hanke, Superintendent
2607912.1
Christopher L. Foss, City Manager
ATTEST:
By:
Print:
Title:
City Clerk
Second Amended Agreement between City of Dublin and Dublin Unified School District March _, 2016
Regarding Use of Facilities for Community Recreation Page 9 of 9
DWK SF 813257v8
Exhibit C to the Resolution
AGREEMENT BETWEEN CITY OF DUBLIN AND
DUBLIN UNIFIED SCHOOL DISTRICT
FOR USE OF THEATER FACILITIES AT
DUBLIN HIGH SCHOOL
CENTER FOR PERFORMING ARTS AND EDUCATION
THIS AGREEMENT dated , 2016 ( "Effective Date "), is by and between the CITY OF
DUBLIN, a Municipal Corporation ( "CITY "), and DUBLIN UNIFIED SCHOOL DISTRICT, a subdivision of
the State of California ( "DISTRICT").
WHEREAS, the CITY and DISTRICT have entered into a Memorandum of Understanding
(MOU) regarding an Option to Ground Lease with the same date as the Agreement for a long -term
ground lease by the DISTRICT of CITY property, consisting of approximately ten (10) acre school
and joint use playground and park site, valued at over $30 million; and
WHEREAS the CITY desires to help the DISTRICT obtain rights to build a school on the
leased land, while at the same time preserving the Public's ability to use portions of this CITY —
owned land for public recreational and park purposes; and
WHEREAS, the CITY and DISTRICT are parties to an Agreement regarding joint -use of CITY
and DISTRICT facilities in the mutual interest of providing an adequate programming of community
recreation under the sponsorship of the CITY; and
WHEREAS, the Agreement for Joint Use of Facilities provides for the CITY and DISTRICT to
enter into separate agreements for improvements to joint use facilities; and
WHEREAS, on or about November 5, 2013, the Dublin CITY Council gave the DISTRICT more
than three hundred thousand dollars ($300,000.) provided by the developers of the Jordan Ranch
project in funding for joint use projects, including the Dublin High School Center for Performing
Arts and Education ( "Center") for community use; and
WHEREAS the CITY does not currently own or operate a comparable Center facility for
performing arts events for the enjoyment of the residents of the CITY and DISTRICT's mutual
service area;
WHEREAS, Education Code Section 10900 et seq. of the State of California authorizes and
1
CITY OF DUBLIN /DUBLIN USD
AGREEMENT FOR USE OF FACILITIES AT
DUBLIN H.S. CENTER FOR PERFORMING ARTS AND EDUCATION
DWK SF 833509v1
Exhibit C to the Resolution
empowers cities and school districts to organize, promote and conduct programs of community
recreation which will contribute to the attainment of general recreational and educational
objectives for children and adults of this State, and to enter into agreements with each other for
such purposes, including agreements for the purpose of improving and maintaining recreation
opportunities for the residents of the CITY.
NOW, THEREFORE, the CITY and DISTRICT enter into this Agreement.
Section 1. PURPOSE OF THIS AGREEMENT AND CONTINGENT EFFECTIVE DATES.
This Agreement provides for use of the Dublin High School Center for Performing Arts
and Education for community recreation activities using DISTRICT property. This
Agreement is contingent upon CITY and DISTRICT entering into and approving a long
term lease by the CITY to the DISTRICT of the land depicted on Exhibit A hereto for
DISTRICT use for school purposes ( "Lease "). If the Lease is not approved by both parties,
this Agreement shall be null and void.
Section 2. USE OF FACILITIES AND EQUIPMENT BY CITY
2.1 Authorization of Use: Subject to the terms and conditions of this Agreement,
DISTRICT hereby authorizes CITY to use the Center facilities at Dublin High School Center for
Performing Arts and Education, 8151 Village Parkway, Dublin, California, subject to the
conditions in this Agreement and those applicable to other non - DISTRICT user groups. CITY
shall have access to all parts of the facility normally available to non - DISTRICT user groups.
2.2 Specific Center Schedule: CITY shall be permitted to schedule use of the Center
facility for not to exceed one hundred twenty eight (128) hours, including ten (10) eight (8)
hour days and forty eight (48) additional hours per July 1 through June 30 fiscal year, subject
to the terms and limitations set forth in this Agreement, including Exhibit B hereto, which is
hereby incorporated in this Agreement. CITY's dates and hours of use shall be scheduled at
least twelve (12) months prior to use and approved by both parties at the mutual
convenience of the DISTRICT and CITY. DISTRICT shall retain first priority for scheduling
dates, including for DISTRICT - sponsored groups, such as Booster groups and Parent Faculty
Council (PFC) and revenue generating events. CITY shall have second priority for scheduling,
ahead of non - profit and other groups. DISTRICT shall have the right to reject any CITY or
CITY- authorized performance based on whether it is appropriate within a school facility or
based on coordination with other events on campus. Once dates have been scheduled by
the CITY and confirmed by the DISTRICT, DISTRICT shall not have the ability to cancel or
2
CITY OF DUBLIN /DUBLIN USD
AGREEMENT FOR USE OF FACILITIES AT
DUBLIN H.S. CENTER FOR PERFORMING ARTS AND EDUCATION
DWK SF 833509v1
Exhibit C to the Resolution
change CITY's dates without written approval from the CITY. Once dates are scheduled and
confirmed by the DISTRICT, CITY shall not have the ability to change dates without written
approval from DISTRICT. Exact dates /times for the annual schedule, July 1 through June 30,
will be scheduled annually.
2.3 Meetings to Schedule Use of Center: DISTRICT and CITY shall hold annual
scheduling meetings to establish a master schedule in advance for dates and times for
use of Center facilities ( "Master Schedule "). At the scheduling meetings DISTRICT and
CITY shall also review and adjust the Agreement as needed. DISTRICT and CITY shall
meet at least semi - annually to address any other issues related to CITY use of the
Center. Meetings shall be held in January and July of each year. The purpose of the
scheduling meetings shall be to coordinate the schedule for CITY use of the Center under
this Agreement to avoid conflict between DISTRICT, CITY, and third -party users, to
protect the real and personal property involved, to resolve any issues concerning
maintenance or renovation of the Center, and to address any of the Parties' concerns or
issues arising under this Agreement. Additional meetings may be requested by either
Party if needed.
2.4 Limitations on Use: CITY shall be permitted to use facilities either for CITY -
presented artists or grant some or all of CITY's use to Community Non - Profit Groups
through a formal granting process, whereby the CITY presents the Community Groups'
performance. DISTRICT shall have final approval and the right to reject any group. For
performances by CITY - presented Artists, the CITY may also charge and collect ticket fees, of
which net revenue is retained by the CITY after CITY payment of DISTRICT costs for the
production,. For performances by CITY - presented Community Groups, CITY reserves the
right to charge and collect ticket fees or transfer that right to the performing Community
Group, with net ticket fees retained by the entity that is charging and collecting said fees
after CITY pays CITY costs of use or CITY - presented Community Group pays all DISTRICT
costs for the production.
2.5 Center Personnel: CITY shall be entitled to the services of DISTRICT personnel
customarily made available for use by non - school groups. For CITY- presented artists,
DISTRICT will provide the services of up to five (5) DISTRICT personnel as DISTRICT requires,
to operate rented specialized equipment and to operate equipment that requires
specialized skill to operate it at the same rate as charged for non - profit groups. For CITY -
presented Community Groups, DISTRICT will provide the services of up to five (5) DISTRICT
personnel as DISTRICT requires at the same rate as charged for non - profit groups.
DISTRICT Theater Manager shall determine the number of personnel required and the
3
CITY OF DUBLIN /DUBLIN USD
AGREEMENT FOR USE OF FACILITIES AT
DUBLIN H.S. CENTER FOR PERFORMING ARTS AND EDUCATION
DWK SF 833509v1
Exhibit C to the Resolution
hours for those personnel in a manner consistent with personnel requirements imposed on
rentals by other non - school groups. The availability of personnel may affect the
availability of the Center. DISTRICT and CITY shall confer about personnel needs, cost and
availability at their scheduling meetings and adjust the personnel requirements for use of
the Center as mutually agreed.
2.6 Equipment: CITY shall be entitled to use equipment owned by DISTRICT and
customarily made available to non - DISTRICT user groups on the same terms. CITY and CITY -
presented Community Groups are entitled to use all rental equipment at the same cost as
for non - DISTRICT users. Operation of any and all equipment shall be by persons trained or
qualified as determined by the District's Theater Manager.
2.7 Labor and Equipment Costs: District shall provide an estimate of costs of labor and
equipment before CITY use of the Center. CITY shall pay DISTRICT for CITY use of the
Center within thirty (30) days of receipt of invoice.
2.8 Policies and Procedures: CITY shall follow all DISTRICT policies and procedures
including those set forth in any DISTRICT Theater Policies and Procedures documents
and /or communicated by the DISTRICT Theater Manager. For CITY - presented
Community Groups, CITY shall require that Community Groups follow all DISTRICT
policies and procedures set forth in any DISTRICT Theater Policies and Procedures
documents and /or communicated by the DISTRICT's Theater Manager, as a condition of
CITY's grant award to the community group. For CITY- presented performances, CITY and
CITY- presented Community Groups shall follow all DISTRICT policies and procedures set
forth in DISTRICT's Theater Policies and Procedures and /or communicated by the
DISTRICT's Theater Manager, and leave the Center's equipment and building on -time and
in good condition or pay any published overtime or cleaning fees or damage fees
equivalent to that which would be charged a non - profit rental.
2.9 Mutual Publicity: DISTRICT may list CITY - presented artists and community groups
on any online or printed Center calendars consistent with DISTRICT policies. DISTRICT may
permit display of advertisements of upcoming CITY - produced performances in the Center
lobby in an existing or CITY - acquired display racks, poster holders, or countertop displays
designated for that purpose. DISTRICT shall permit CITY to advertise CITY - presented artists
on the Center's current marquee consistent with DISTRICT policy, time limits and
functionality of the marquee, for use of the marquee. DISTRICT may permit Community
groups to advertise CITY- presented Community group performances on the Center for
4
CITY OF DUBLIN /DUBLIN USD
AGREEMENT FOR USE OF FACILITIES AT
DUBLIN H.S. CENTER FOR PERFORMING ARTS AND EDUCATION
DWK SF 833509v1
Exhibit C to the Resolution
Performing Arts marquee consistent with DISTRICT policy, time limits and functionality of
the marquee, for use of the marquee.
Section 3. INDEMNIFICATION AND INSURANCE.
3.1 Indemnification of CITY by DISTRICT. DISTRICT shall defend, indemnify and hold
harmless the CITY, its officers, agents and employees, from any and all liability, loss,
damage, cost or expense which CITY shall become obligated to pay by reason of any
claim, lawsuit or judgment on account of injury to property or injury or death to persons
received or suffered as a result of the use of the Dublin High School Center for
Performing Arts and Education by DISTRICT or any program associated with or any other
activity scheduled by DISTRICT, except where the injury is caused in whole or in part by
the CITY, its employees or officers own fraud or willful injury or violation of the law.
3.2 Indemnification of DISTRICT by CITY. CITY shall defend, indemnify and hold
harmless the DISTRICT, its officers, agents and employees, from any and all liability, loss,
damage, cost or expense which DISTRICT shall become obligated to pay by reason of any
claim, lawsuit or judgment on account of injury to property or injury or death to persons
received or suffered as a result of the use of the Dublin High School Center for
Performing Arts and Education by CITY, a community rental customer of CITY's pursuant
to this Agreement, or any other activity scheduled by CITY, except where the injury is
caused in whole or in part by the DISTRICT, its employees or officers own fraud or willful
injury or violation of the law.
3.3 Insurance. Each party hereto shall at all times maintain a policy of commercial
general liability insurance in the principal amount of at least $1,000,000.00 combined
single limit per occurrence for bodily injury, personal injury and property damage.
3.3.1 Said policy held by DISTRICT shall be endorsed to name CITY, its officers,
employees, agents and volunteers as additional insureds regarding
liabilities arising out of maintenance, operation and use of the Dublin
High School Center for Performing Arts and Education. Said policy shall be
endorsed as primary and shall contain provisions which preclude policy
suspension, policy cancellation, or reduction in policy limits except after
twenty (20) business days prior written notice to CITY by certified mail,
return receipt requested.
5
CITY OF DUBLIN /DUBLIN USD
AGREEMENT FOR USE OF FACILITIES AT
DUBLIN H.S. CENTER FOR PERFORMING ARTS AND EDUCATION
DWK SF 833509v1
Exhibit C to the Resolution
3.3.2 Said policy held by CITY shall be endorsed to the name of DISTRICT, its
officers, employees, agents and volunteers as additional insureds
regarding liabilities arising out of maintenance, operation and use of the
Dublin High School Center for Performing Arts and Education. Said policy
shall be endorsed as primary and shall contain provisions which preclude
policy suspension, policy cancellation, or reduction in policy limits except
after twenty (20) business days prior written notice to DISTRICT by
certified mail, return receipt requested.
3.3.3 City shall require each CITY - presented Community Group to carry the
same type and amount of insurance as City, endorsed to name District,
City, and their officers, employees, agents and volunteers as additional
insureds, on the same terms and conditions as City's policy.
3.3.4 Neither party's insurance carrier /company shall have any recourse
against the non - policy holder party, its officers, employees or agents for
the payment of any premiums or assessments under any policy of
insurance issued to DISTRICT or CITY and endorsed as set forth herein.
3.3.5 The parties understand and agree that each party shall be responsible for
the payment of any deductibles under the policies of insurance in effect
under the terms of this Agreement, subject to the right of the party to
exercise any and all remedies available to it for recoupment of these
monies.
3.3.6 Self Insurance._ If either Party elects to be self- insured, in lieu of
providing proof of insurance, that Party shall provide proof of self -
insurance satisfactory to the other Party and meeting the requirements
imposed herein, which can include a consent to self- insure issued by the
State Director of Industrial Relations. Either Party providing proof of self -
insurance warrants that the self- insurance provides substantially the
same protection as the insurance required herein. Each Party further
agrees to notify the other Party in the event any change in self- insurance
occurs that would alter the obligations undertaken in this Agreement
within thirty (30) days of the change.
6
CITY OF DUBLIN /DUBLIN USD
AGREEMENT FOR USE OF FACILITIES AT
DUBLIN H.S. CENTER FOR PERFORMING ARTS AND EDUCATION
DWK SF 833509v1
Exhibit C to the Resolution
Section 4. DISPUTES. In the event of a disagreement between the CITY and the DISTRICT on
the interpretation of any provision of this Agreement, the City Manager and
District Superintendent, or their designees, shall meet and attempt to resolve
the differences within thirty (30) days.
Section S. LEGAL REQUIREMENTS.
5.1 Governing Law. The laws of the State of California shall govern this Agreement
and the use of the Dublin High School Center for Performing Arts and Education.
5.2 Compliance with Applicable Laws. DISTRICT, CITY and all CITY - presented
community groups shall comply with all laws, rules and regulations applicable to the use
of the Dublin High School Center for Performing Arts and Education hereunder.
5.3 Licenses and Permits. CITY represents and warrants to DISTRICT that CITY and
its employees, agents, and any subcontractors have and shall, at their sole cost and
expense, keep in effect at all times during the term of this Agreement any and all
licenses, permits, qualifications and approvals of whatsoever nature that are legally
required to practice their respective professions and for use of the Dublin High School
Center for Performing Arts.
Section 6. TERM OF AGREEMENT, MODIFICATIONS AND EARLY TERMINATION.
6.1 Term of Agreement. This Agreement shall remain in full force and effect for five
ninety -nine (99) years from the Effective Date subject to modification or termination as
agreed by the parties.
6.2 Closure of Existing Center. If during the term of this Agreement DISTRICT
temporarily closes the Dublin High School Center for Performing Arts and Education,
CITY shall have the right to extend the Term pursuant to the terms of this Agreement for
the same length of time as the temporary closure.
6.3 Early Termination. Early termination of this Agreement may only occur on June
30th of any year. Either party may cancel this Agreement by giving written notice no
later than March 151 for the early termination to occur on June 30th of the same year.
The notice shall include the reason for the early termination. DISTRICT may terminate
this Agreement for cause if CITY fails to perform any material obligations under this
7
CITY OF DUBLIN /DUBLIN USD
AGREEMENT FOR USE OF FACILITIES AT
DUBLIN H.S. CENTER FOR PERFORMING ARTS AND EDUCATION
DWK SF 833509v1
Exhibit C to the Resolution
Agreement. DISTRICT may terminate this Agreement if it ceases to allow third parties to
use the Center or upon the destruction, damage or closure of the Center.
6.4 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
6.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement allocating liability between CITY and DISTRICT shall
survive the termination of this Agreement.
Section 7. MISCELLANEOUS PROVISIONS.
7.1 Representation of Comprehension of Document. Each party has reviewed and
revised or had the opportunity to review and revise this Agreement. Accordingly, the
normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of the Agreement.
7.2 Counterparts. This Agreement may be executed in two or more counterparts,
each full set of which shall constitute a fully enforceable counterpart of this Agreement,
all of which together shall constitute one Agreement.
7.3 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
7.4 Notices.
Any written notice to DISTRICT shall be sent to:
District Superintendent
Dublin Unified School District
7471 Larkdale Avenue
Dublin, CA 94568
Any written notice to CITY shall be sent to:
City Manager
City of Dublin
100 Civic Plaza
Dublin, CA 9568
8
CITY OF DUBLIN /DUBLIN USD
AGREEMENT FOR USE OF FACILITIES AT
DUBLIN H.S. CENTER FOR PERFORMING ARTS AND EDUCATION
DWK SF 833509v1
Exhibit C to the Resolution
IN WITNESS WHEREOF, the CITY and DISTRICT have caused the Agreement to be
executed by their respective Officers and duly authorized by the CITY the day and year first
written above.
CITY OF DUBLIN
A municipal corporation
City Manager
Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney
DUBLIN UNIFIED SCHOOL DISTRICT
Superintendent
Approved as to Form:
Marilyn J. Cleveland, Attorney
9
CITY OF DUBLIN /DUBLIN USD
AGREEMENT FOR USE OF FACILITIES AT
DUBLIN H.S. CENTER FOR PERFORMING ARTS AND EDUCATION
DWK SF 833509v1
Exhibit C to the Resolution
EXHIBIT A
Land subject to Long Term Lease Between CITY and DISTRICT
10
CITY OF DUBLIN /DUBLIN USD
AGREEMENT FOR USE OF FACILITIES AT
DUBLIN H.S. CENTER FOR PERFORMING ARTS AND EDUCATION
DWK SF 833509v1
Exhibit C to the Resolution
rra
11
CITY OF DUBLIN /DUBLIN USD
AGREEMENT FOR USE OF FACILITIES AT
DUBLIN H.S. CENTER FOR PERFORMING ARTS AND EDUCATION
DWK SF 833509v1
Exhibit C to the Resolution
Terms of City Use of Dublin High School Center for Performing Arts and Education
1. CITY may use the Center for up to but no more than sixteen (16) days per year, with the
facilities, dates and hours to be scheduled by June 30 of the preceding fiscal year, at
least twelve (12) months before each use and approved by both parties.
2. CITY may use the Center for up to, but not to exceed, three (3) weekends per year with
all other uses to be scheduled on Monday through Thursday.
3. All CITY uses shall require a four (4) hour minimum. Uses of less than four (4) hours
shall be scheduled and paid for as four (4) hours of use.
4. The maximum hours of CITY uses per day shall be eight (8) hours unless CITY arranges
additional hours at the time it schedules the use and pays all costs for use, including but
not limited to overtime pay for DISTRICT employees and /or contractors. City use shall
include all rehearsal, performance, set up and break down time.
5. CITY acknowledges that it may not have any use of the Center in months in which use by
the DISTRICT, DISTRICT sponsored groups or revenue - generating uses occupy all
available time. This may occur in the months of March, June, December or other
months.
6. For DISTRICT equipment, the hours of use shall include all hours of actual use and a
minimum of one half (1/2) hour before and one half (1/2) hour after the production.
7. DISTRICT retains the right to operate the concessions in the Center during all CITY use of
the Center and to retain all revenue earned by the concession operations.
12
CITY OF DUBLIN /DUBLIN USD
AGREEMENT FOR USE OF FACILITIES AT
DUBLIN H.S. CENTER FOR PERFORMING ARTS AND EDUCATION
DWK SF 833509v1