HomeMy WebLinkAbout4.8 Amend MOU for Dublin Place Shopping CenterSTAFF REPORT
CITY COUNCIL
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Agenda Item 4.8
DATE:April 5, 2022
TO:Honorable Mayor and City Councilmembers
FROM:Linda Smith, City Manager
SUBJECT:Amendment to the Memorandum of Understanding for Dublin Place Shopping CenterPreparedby:Hazel L.Wetherford,Economic Development Director
EXECUTIVE SUMMARY:The City Council will consider approval of a second amendment to the Memorandum of Understanding with ASVRF 7300 Amador, LP (as successor in interest to ASVRF Acquisitions, LLC), ASVRF Dublin Place, LP, and ASVRF 6960 Amador,LP regarding Dublin Place Shopping Center. The Amendment includes a 14-month term extension.
STAFF RECOMMENDATION:Adopt the Resolution Approving a Second Amendment to the Memorandum of Understanding regarding Dublin Place Shopping Center.
FINANCIAL IMPACT:There is no financial impact associated with the approval of this Amendment.
DESCRIPTION:On October 15, 2019, the City Council adopted Resolution No. 107-19 (Attachment 3) approving a Memorandum of Understanding (MOU) between the City of Dublin and ASVRF Acquisitions, LLC, ASVRF Dublin Place, LP, and ASVRF 6960 Amador LP for Dublin Place Shopping Center.On April 6, 2021, the City Council adopted Resolution No. 26-21 (Attachment 4) approving a First Amendment to the Memorandum of Understanding extending the term by 12-months.Located in the Retail District of Downtown Dublin, Dublin Place Shopping Center contains eight parcels with two property owners. ASVRF Dublin Place, LP, also known as American Realty Advisors (ARA), now owns six of the eight parcels. At the time of the initial MOU in September
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2019, ARA only owned five of the eight parcels and desired to acquire 7300 Amador Plaza Rd. in partnership with the City of Dublin.During that time, the City was working on the development of the Downtown Preferred Vision project and was working with ARA to develop new and more appropriate uses for the Shopping Center consistent with the City’s Downtown Dublin Specific Plan, and to amend the Covenants, Conditions and Restrictions (CC&Rs) and Reciprocal Easement Agreement (REA) encumbering the Shopping Center.The MOU outlined the terms between ARA and the City as it related to the joint commitment of funds towards the acquisition of 7300 Amador Plaza Rd. As part of the acquisition, the City contributed $3,000,000 and ARA contributed $3,775,000. The MOU outlined the following requirements of ARA:
Acquire the other portions of the Shopping Center, and if successful in acquiring the remaining sites, cooperate in the City’s efforts to site a town square park and sell the City the necessary acreage as outlined in the MOU;
Identify and create a separate site for the development of an up-to-80-unit affordable senior housing site;
Obtain termination rights and/or relocation rights within the leases for any future lease(s) within both the 7950 Amador Valley Blvd. property and 7300 Amador Plaza Rd. property;
Apply for a permit for a new monument signage program which would include a rebranding effort of the Shopping Center; and
If, during the 18-month period as outlined in the MOU, the City does not approve a higher and better use of 7505 Dublin Blvd. as part of a larger redevelopment of the Shopping Center, or if ARA decides that it would be beneficial not to develop 7505 Dublin Blvd. as part of a larger redevelopment of the Shopping Center, then ARA will obtain a building permit for the development of 7505 Dublin Blvd.Due to the COVID-19 pandemic and the ongoing impact to owners and tenants of retail properties, priorities were shifted and substantial delays in negotiations occurred. ARA has commenced negotiations again with the remaining property owner; however, additional time is needed. It is for this reason that the City and ARA have agreed to extend the MOU for a period of 14 months to June 30, 2023.
STRATEGIC PLAN INITIATIVE:Strategy 1: Implement the City’s Adopted Preferred Vision for Downtown Dublin.Objective B: Work with property owners on acquisitions that result in the creation of a future town square.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:The City Council Agenda was posted, and a copy of this Staff Report has been provided to ARA.
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ATTACHMENTS:1) Resolution Approving a Second Amendment to the Memorandum of Understanding Regarding Dublin Place Shopping Center2) Exhibit A to the Resolution – Second Amendment to the Memorandum of Understanding (Dublin Place Shopping Center)3) Resolution No. 107-19 Approving a Memorandum of Understanding Regarding Dublin Place Shopping Center4) Resolution No. 26-21 Approving a First Amendment to the Memorandum of Understanding (Dublin Place Shopping Center)
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Attachment 1
Reso. No. XX-22, Item X.X, Adopted XX/XX/22 Page 1 of 2
RESOLUTION NO. XX – 22
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING A SECOND AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING
REGARDING DUBLIN PLACE SHOPPING CENTER
WHEREAS,on October 15, 2019, the City Council adopted Resolution No. 107-19 approving a
Memorandum of Understanding (MOU) between the City of Dublin and ASVRF Acquisitions, LLC,
ASVRF Dublin Place, LP, and ASVRF 6960 Amador, LP also known as American Realty Advisors
(ARA) for Dublin Place Shopping Center; and
WHEREAS,on April 6, 2021, the City Council adopted Resolution No. 26-21 approving a First
Amendment to the MOU; and
WHEREAS,upon the City’s request, ARA agreed to use commercially reasonable efforts to
facilitate future development of the Shopping Center and site a Town Square, including the acquisition
of 7300 Amador Plaza Rd. (the “Property”); and
WHEREAS,the MOU outlined the terms between ARA and the City as it related to the joint
commitment of funds towards the acquisition of the Property; and
WHEREAS,due to the COVID-19 pandemic and the ongoing significant impact to owners and
tenants of retail properties, priorities were shifted and substantial delays in negotiations occurred; and
WHEREAS, ARA has commenced negotiations again with the remaining property owner;
however, additional time is needed; and
WHEREAS,the City requested, and ARA agreed, to extend the MOU for a period of 14-
months.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby
approve the Second Amendment to the Memorandum of Understanding between the City of Dublin
and ASVRF 7300 Amador, LP, ASVRF Dublin Place, LP, and ASVRF 6960 Amador, LP regarding
Dublin Place Shopping Center.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the amendments
to the agreements, attached hereto as Exhibit A,and make any necessary, non-substantive changes
to carry out the intent of this Resolution, as deemed appropriate by the City Manager.
{Signatures on the following page}
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Reso. No. XX-22, Item X.X, Adopted XX/XX/22 Page 2 of 2
PASSED, APPROVED AND ADOPTED this 5th day of April 2022, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
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ARAV-55373\2400145.1
SECOND AMENDMENT TO MEMORANDUM OF UNDERSTANDING
(Dublin Place Shopping Center)
This Second Amendment to Memorandum of Understanding (“Second Amendment”)
dated as of April 5, 2022 (“Effective Date”), is entered into between and among the City of
Dublin (the “City”), ASVRF 7300 Amador, LP, a Delaware limited partnership (“ASVRF 7300”)
as successor in interest to ASVRF Acquisitions, LLC, a Delaware limited liability company
(“ASVRF Acquisitions”), ASVRF Dublin Place, LP, a Delaware limited partnership (“ASVRF
Dublin”) and ASVRF 6960 Amador, LP, a Delaware limited partnership (“ASVRF Amador” and
collectively “Owners”). The City and Owners are each individually referred to as a “Party” and
collectively referred to as the “Parties.” Capitalized terms not defined in this First Amendment
shall have the meanings specified in the MOU.
RECITALS
WHEREAS, ASVRF Acquisitions assigned all of its interest under the Purchase
Agreement to ASVRF 7300 which has acquired 7300 Amador Plaza Road, Dublin, California,
Assessor’s Parcel No. 941-0305-027 (the “7300 Amador Property”), located within the Dublin
Place Shopping Center (the “Shopping Center”); and
WHEREAS, the Owners wish to develop new and more appropriate uses for the
Shopping Center consistent with the City’s Downtown Dublin Specific Plan, including the siting
of a Town Square and the City is supportive of these efforts; and
WHEREAS, Owners and the City desire to see the Covenants, Conditions & Restricts
(CC&Rs) and Reciprocal Easement Agreement (REA) encumbering the Shopping Center
amended to allow more appropriate uses at the Shopping Center, consistent with the City’s
Downtown Dublin Specific Plan, redevelopment opportunities of various areas within the
Shopping Center, and/or improved signage; and
WHEREAS, to bring specificity to their joint commitment and to set out in general terms
and actions to encourage future development of the Shopping Center and siting of a Town
Square, consistent with the City’s Downtown Specific Plan, the Parties entered into a
Memorandum of Understanding dated October 15, 2019 (the “MOU”); and
WHEREAS, the Parties executed the First Amendment to the MOU on April 6, 2021
extending the term of the MOU to April 14, 2022;
WHEREAS, in response to a request by the City, Owners have agreed to extend the
Term of the MOU upon the terms and conditions set forth herein.
NOW THEREFORE, the Parties hereby agree as follows:
Section 1. Recitals. The Recitals stated above are hereby ratified by the Parties as
being true, accurate and correct and are incorporated herein as if set forth in full.
Section 2. Term. The Term of this MOU shall be extended to the close of business
on June 30, 2023 and any other time periods specified in the MOU shall be extended
accordingly.
" #
Attachment 2
Exhibit A to the Resolution
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ARAV-55373\2400145.1 2
Section 3. Entire Agreement. The MOU, as modified by this Second Amendment,
contains all of the agreements and understandings related to the subject matter hereof.
Section 4. Remainder of MOU Unmodified. Except as set forth in this Second
Amendment, the Parties agree that the MOU is unmodified and in full force and effect and that
no Party is in breach of any obligations thereunder. To the extent that the terms of the MOU
conflict with the terms of this Second Amendment, the terms of this Second Amendment shall
be controlling.
Section 5. Counterparts. This Second Amendment may be executed in multiple
counterparts, each of which shall be an original and all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, the Parties have executed this Second Amendment, effective as of
the date first written above.
CITY OF DUBLIN
By:
Linda Smith, City Manager
Attest:
By:
Marsha Moore, City Clerk
Approved as to form
By:
John D. Bakker, City Attorney
ASVRF 7300 Amador, LP
a Delaware limited liability partnership
By: ASVRF Dublin Place GP Corporation,
a Delaware corporation,
its General Partner
By:
Name: Kirk Helgeson
Its: Executive Vice President
Date:
ASVRF DUBLIN PLACE, LP
a Delaware limited partnership
By: ASVRF Dublin Place GP Corporation,
a Delaware corporation
its General Partner
By:
Name: Kirk Helgeson
Its: Executive Vice President
Date:
" #
!
!
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ARAV-55373\2400145.1 3
ASVRF 6960 AMADOR, LP
a Delaware limited partnership
By: ASVRF Dublin Place GP Corporation,
a Delaware corporation
its General Partner
By:
Name: Kirk Helgeson
Its: Executive Vice President
Date:
" #
!
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Attachment 3
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Attachment 4
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