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HomeMy WebLinkAboutReso 30-22 Approving Amendment #2 to the MOU Regarding Dublin Place Shopping Center Reso. No. 30-22, Item 4.8, Adopted 04/05/2022 Page 1 of 2 RESOLUTION NO. 30 – 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} Reso. No. 30-22, Item 4.8, Adopted 04/05/2022 Page 2 of 2 PASSED, APPROVED AND ADOPTED this 5th day of April 2022, by the following vote: AYES: Councilmembers Hu, Josey, Kumagai, McCorriston, and Mayor Hernandez NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk 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. "#         Exhibit A to the Resolution 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: "#         ! ! 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: "#         !