HomeMy WebLinkAboutCDC/2000-29
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RESOLUTION NO.
CDC/2000-29
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE
3 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
AUTHORIZING AN AMENDMENT TO THAT CERTAIN EXCHANGE AGREEMENT
4 WITH THE DEPARTMENT OF GENERAL SERVICES
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WHEREAS, the Redevelopment Agency of the City of San
Bernardino (the "Agency") is organized and existing under the
Community Development Law (Health and Safety Code Section 33000, et
~.) and is authorized thereunder to enter into agreements for the
disposi tion of property in order to carry out its redevelopment
purposes; and
WHEREAS, the Agency, Department of General Services of the
State of California (the "Department") and the Department of
Transportation ("Caltrans") entered into that certain Construction
proj ect Management, Operating and Development Agreement (Cal trans
Office Building and Parking Facility) (the "Construction Project
Management Agreement") which governs the use and disposition of
certain property described on Exhibit "A-I" of the Construction
Project Management Agreement as the Phase I Site (the "Phase I Site")
and another parcel of property described on Exhibit" A-2" of the
Construction Project Management Agreement as the Phase II Site (the
"Phase II Site"); and
WHEREAS, under the Construction Project Management Agreement
the option purchase price for the Phase II Site was Two Million Six
Hundred Eighty One Thousand Five Hundred Dollars ($2,681,500); and
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CDC/2000-29
1 WHEREAS, on or about May 21, 1999, the Agency and the
2 Department entered into the Exchange Agreement which provided the
3 Department a credit of Two Million Three Hundred Six Thousand Four
4 Hundred Ninety Seven Dollars and Sixty One Cents ($2,306,497.61)
5 towards the option to purchase the Phase II Site; and
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7 WHEREAS, due to the credit provided, the Agency granted the
8 Department fee title to the Phase II Site pursuant to a Quitclaim
9 Deed; and
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11 WHEREAS, the remaining balance of the option purchase price,
12 Three Hundred Seventy Five Thousand Two Dollars and Thirty Nine Cents
13 ($375,002.39) (the "Remaining Option Purchase Price"), is still due
14 and outstanding, and is to be paid from the proceeds of the sale or
15 transfer of the existing State Office Building located at 303 W. Third
16 Street, San Bernardino, California, (the "303 Building"); and
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18 WHEREAS, the Department is prepared to sell the 303 Building
19 and thus, as provided in the Exchange Agreement, the proceeds of the
20 sale (the "Net Sales Proceeds")are required to be applied first, to
21 the payment of the remaining balance of the Phase I Site, and, if such
22 purchase price for the Phase I Site has been paid in full, to the
23 Phase II Site as provided in the Construction proj ect Management
24 Agreement; and
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26 WHEREAS, there are certain financing criteria involved in
27 the sale of the 303 Building which require that the sales price be
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CDC/2000-29
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WHEREAS, the Department has requested that the Agency apply
a credit to the Phase I Site in an amount equal to the reduction in
the sales price of the 303 Building; and
WHEREAS, the Agency desires to assist the Department by
providing such credit at this time and thus has caused the preparation
of an Amendment to Exchange Agreement ( the "Amendment"), a draft of
which is on file with the Secretary of the Agency.
NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION, ACTING
ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO,
DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Section l. Approval of Amendment. The Agency hereby
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approves the form of Amendment presently on file with the Secretary
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together with any changes or additions thereto as may be approved by
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the Chairman or Executive Director and as necessary to incorporate
certain terms and conditions when such terms and conditions have been
ascertained. The Agency hereby further authorizes and directs that
the form of Exchange Agreement presently on file with the Secretary be
converted into the final form thereof, together with such changes or
modifications as deemed necessary or desirable by the Chairman or
Executive Director of the Agency upon the recommendation of Counsel.
The Agency authorizes the Chairman or Executive Director to extend the
date to conclude the sale of the 303 Building to no later than
December 30, 2000, as necessary. The Chairman, Vice-Chairman, or
Executive Director or such other authorized officer of the Agency is
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CDC/2000-29
1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AUTHORIZING AN
2 AMENDMENT TO THAT CERTAIN EXCHANGE AGREEMENT WITH THE DEPARTMENT OF
GENERAL SERVICES
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4 hereby authorized and directed to execute and deliver the final form
5 of the Exchange Agreement when the same has been prepared and to do
6 any and all things and take any and all action which they deem
7 necessary to carry out the transactions contemplated herein.
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Section 2.
This Resolution shall take effect upon the
10 date of its adoption.
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12 I HEREBY CERTIFY that the foregoing Resolution was duly
adopted by the Community Development Commission of the City of
13 San Bernardino at an adjourned regular meeting thereof, held on the
~ day of August, 2000, by the following vote, to wit:
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Commission AYES ~ ABSTAIN ABSENT
ESTRADA X
LIEN X
MCGINNIS X
SCHNETZ X
SUAREZ X
ANDERSON X
McCAMMACK x
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The foregoing resolution is hereby/~pproved this /a.l:fi-) day
of August, 2000.
e , C alrperson
Development Commission
ity of San Bernardino
Approved as to form and legal content:
By:
28 Agency Counsel
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AMENDMENT TO EXCHANGE AGREEMENT
(PHASE II SITE/9TH AND DEL ROSA)
This Amendment to Exchange Agreement ("Amendment") dated
as of August 23, 2000, hereby amends that certain Exchange
Agreement dated as of May 21, 1999, ("Exchange Agreement") and is
made and entered by and between the Department of General Services,
an agency of the State of California ("Department") and the
Redevelopment Agency of the City of San Bernardino, a public body
corporate and politic organized under and pursuant to the laws of
the State of California ("Agenc~'), with reference to the following
facts:
RECITALS
WHEREAS, Agency is a public body corporate and politic
organized under the laws of the State of California and authorized
pursuant to Division 24, Part 1, Chapter 8, of the Health and
Safety Code (as in effect on the date of execution of this
Amendment) to enter into agreements for the acquisition and
financing of real property; and
WHEREAS, the Department is a state agency organized and
existing pursuant to the Constitution and laws of the State of
California; and
WHEREAS, the Agency and the Department entered into that
certain Construction Project Management, Operating and Development
Agreement (Cal trans Office Building and Parking Facility) dated
January 4, 1996 (the "Construction Project Management Agreement");
and
WHEREAS, the Construction Project Management Agreement
governs the use and disposition of certain property described on
Exhibit "A-I" of the Construction Project Management Agreement as
the Phase I Site (the "Phase I Site") and another parcel of
property described on Exhibit "A-2" of the Construction Project
Management Agreement as the Phase II Site (the "Phase II Site");
and
WHEREAS, under the Construction
Agreement the option purchase price for the
Million Six Hundred Eighty One Thousand
($2,681,500); and
Project Management
Phase II Site was Two
Five Hundred Dollars
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FINAL
WHEREAS, on or about May 21, 1999, the Agency and the
Department entered into the Exchange Agreement which provided the
Department a credit of Two Million Three Hundred Six Thousand Four
Hundred Ninety Seven Dollars and Sixty One Cents ($2,306,497.61)
towards the option to purchase the Phase II Site; and
WHEREAS, due to the
the Department fee title to
Quitclaim Deed; and
credit provided, the Agency granted
the Phase I I Site pursuant to a
WHEREAS, the remaining balance of the option purchase
price, Three Hundred Seventy Five Thousand Two Dollars and Thirty
Nine Cents ($375,002.39) (the "Remaining Option Purchase PriceU),
is still due and outstanding, and is to be paid from the proceeds
of the sale or transfer of the existing State Office Building
located at 303 W. Third Street, San Bernardino, California, (the
"303 BuildingU); and
WHEREAS, the Exchange Agreement provides two options for
the use of proceeds of a sale or transfer of the 303 Building
depending on whether the escrow between the Agency and the
California Department of Transportation for the sale of the 247
West 3rd Street Building (the "Cal Trans TransactionU) has closed
prior or subsequent to the sale of the 303 Building; and
WHEREAS, the CalTrans Transaction has not closed, and
will not close prior to the sale of the 303 Building and pursuant
to the Exchange Agreement, the proceeds of the sale (the "Net Sales
ProceedsU) are required to be applied first, to the payment of the
remaining balance of the Phase II Site, and, if such purchase price
for the Phase II Site has been paid in full, to the Phase I Site as
provided in the Exchange Agreement upon completion of the CalTrans
Transaction; and
WHEREAS, the City of San Bernardino (the uCity") has
received funds from the United States Department of Housing and
Urban Development ("HU~') which it intends to loan to a buyer (the
"BuyerU) for the purchase of the 303 Building; and
WHEREAS, the HUD funding requires that the Buyer have
at least twenty percent (20%) equity in the 303 Building; and
WHEREAS, the City and Buyer have requested the
Department to reduce the purchase price by Two Hundred Thousand
Dollars ($200,000) in order to achieve the necessary equity
level; and
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FINAL
WHEREAS, the Department has requested that the Agency
apply a credit to the Phase II Site in an amount equal to the
reduction in the sales price of the 303 Building; and
WHEREAS, the Agency desires to assist the Department,
City and Buyer and provide such credit as herein described.
NOW, THEREFORE, the Department and the Agency agree that
the foregoing recitals are true and correct and accordingly, they
agree as follows:
Section 1. Balance Owed on Phase II Site.
Provided that the sale of the 303 Building is completed prior
to December 30, 2000 and upon close of escrow of the sale of the
303 Building, the remaining balance of the Option Purchase Price
for the Phase II Site will be $175,002.39 ($375,002.39 less a
credit of $200,000 for the reduction in sales price for the 303
Building). At close of escrow of the sale of the 303 Building, the
Department will direct payment of $175,002.39 to the Agency. Upon
such payment the debt owed by Department to Agency for the purchase
of the Phase II Site shall be fully satisfied. The remaining
balance of the sale proceeds shall be disbursed in accordance with
Section 2 below.
Section 2. Payment for Phase I Site. The Agency
is purchasing the certain real property located at 247 West 3rd
Street, San Bernardino, California from the Department of
Transportation for Two Million Seven Hundred Thousand Dollars
($2,700,000) and such purchase price shall apply as credit to the
Phase I Site. The Phase I Site purchase price as provided in the
Construction Management Agreement is $3,835,356. Upon close of the
CalTrans Transaction the balance owed for the Phase I Site will be
$1,135,365. Upon close of the 303 Building sale and the payment
provided in section 1 above, the estimated funds available before
determination of Net Proceeds is $824,997.61 ($1,000,000 minus
$175,002.39). Since the estimated funds from the sale of the 303
Building are less than the amount outstanding on the Phase I Site,
upon determination of the Department's costs as provided in the
Exchange Agreement, the Department will direct payment from escrow
of its cost and the balance will be paid to Agency.
Section 3. Continuing Provisions. Except as above
provided, all of the provisions of the Exchange Agreement shall
remain in full force and effect.
Section 4. Law Governing. This Amendment shall be
governed by the laws of the State of California.
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FINAL
Section 5. Successor and Assigns. This Amendment and
the covenants and conditions contained herein shall be binding upon
and inure to the benefit of the successors and assigns of the
Agency and the Department, and all references in this Amendment to
"Agency" or "Department" shall be deemed to refer to and include
all permitted successors and assigns of such party.
Section 6. Execution. This Amendment may be executed
in any number of counterparts, each of which shall be deemed to be
an original, but all together shall constitute but one and the same
Amendment. It is also agreed that .separate counterparts of this
Amendment may be separately executed by the Agency and the
Department all with the same force and effect as though the same
counterpart had been executed by the Agency and the Department.
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FINAL
IN WITNESS WHEREOf, the Agency and the Department have
caused this Amendment to be executed as of the day and year first
above written.
By:
Its. .
Approved as to form and
legal~.ont~nt:
By: (! </
Agenc ecial Counsel
DEPARTMENT OF GENERAL SERVICES
Of THE STATE Of CALIfORNIA
By:
W4~
~ T V. WEATHERS
Assistant Chief
Real Estate Services Section
Real Estate Services Division
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