HomeMy WebLinkAboutR11-Economic Development Agency
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DB.LOPMBNT DBPARTM.T
OF TIIB CITY OF SAN BBRRARDlRO
REOUEST FOR COMMISSION/COUNCIL ACTION
From:
KENNETH J. HENDERSON
Executive Director
Subject: WEST SIDB PLAZA-UDAG
COMPLIANCE AGREEMENT
Date:
February 10, 1992
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Svnocsis of Previous Commission/Council/Committee Action(s):
The Mayor and Common Council have previously taken actions in
connection with Urban Development Action Grant for the West Side Plaza
Project involving the UDAG application process, the Grant Agreement
and overall financing for this project.
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Recommended Motion(s):
(Mavor and Common Council)
MOTION
RESOLUTION OF TIlE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO APPROVING A CERTAIN UDAG GRANT COMPLIANCE
AGREEMENT BY AND AMONG THE CITY OF SAN BERNARDINO, THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND
NEW FRONTIER COMMERCIAL PROPERTIES, INC., PERTAINING TO
TIIB WEST SIDE SHOPPING CENTER
AiKtrator
~ON
Executive Director
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Contact Person(s): Ken Henderson/Art Hassel
Phone:
5081
Project Area(s): North West (NW)
Ward(s):
Six (6)
Supporting Data Attached:
Staff Recort: Resolution
FUNDING REQUIREMENTS:
Amount: $1.848.100
Source: Urban Action Dev Grant
Budget Authority:
UDAG Letter of Credit
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Commission/Council Notes:
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KJH:AJH:lag:0549E
COMMISSION MEETING AGENDA
Meeting Date: 2/17/1992
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DEVELOPMENT DEPARTMENT
OF THE CITY OF SAN BERlWIDIRO
STAFF REPORT
West Side Plaza - UDAG Comuliance Aareement
The City of San Bernardino previously applied for and received a UDAG
grant of $1,848,100 as part of the total funding for the West Side
Plaza Project.
The UDAG Grant Agreement was executed by the U.S. Department of Housing
and Urban Development on December 13, 1991 and executed by the Mayor on
December 16, 1991. It contains stipulated commitments, goals and
objectives that will be the responsibility of the Developer as well as
the City. The UDAG Compliance Agreement essentially memorializes the
Developer's responsibilities in connection with the West Side Plaza
Project.
Staff and legal counsel have reviewed the UDAG Compliance Agreement and
find it satisfactory with reference to operational, administrative and
legal content and is submitting the attached resolution for the Mayor
and Common Council consideration.
It is both timely and appropriate that the Mayor and Common Council
adopt the attached resolution. Such execution will authorize the
Mayor to sign the Urban Development Action Grant (UDAG) Compliance
Agreement for the $1,848,100 UDAG Grant, between the City of San
Bernardino, Redevelopment Agency and New Frontier Commercial
Properties, Inc. for financing the'West Side Plaza Project.
Staff recommends adoption of the attached Resolution.
KE~RSO.' Executive Director
Development Department
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KJH:AJH:lag:0549E
COMMISSION MEETING AGENDA
Meeting Date: 2/17/1992
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MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO
AGENDA
February 17, 1992
RESOLUTION OF THE MAYOR AND COMMON COUNCIL
OF THE CITY OF SAN BERNARDINO APPROVING A
CERTAIN UDAG GRANT COMPLIANCE AGREEMENT BY
AND AMONG THE CITY OF SAN BERNARDINO, THE
REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO AND NEW FRONTIER COMMERCIAL
PROPERTIES, INC., PERTAINING TO THE WESTS IDE
SHOPPING CENTER
Exhibit "A"
Agreement
UDAG Grant Compliance
Action to be
Taken:
Append Exhibit "A" to Resolution; Adopt
Resolution
To be Published: N/A
Newspaper: N/A
Certified copy of Resolution and executed UDAG Grant Compliance
Agreement to be returned to Sabo & Green.
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RESOLUTION NO.
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8 "City"),
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO APPROVING A CERTAIN UDAG GRANT
COMPLIANCE AGREEMENT BY AND AMONG THE CITY OF SAN
BERNARDINO, THE REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO AND NEW FRONTIER COMMERCIAL PROPERTIES,
INC., PERTAINING TO THE WESTS IDE SHOPPING CENTER
WHEREAS, the City of San Bernardino, California (the
is a municipal corporation and a charter city duly
9 created and existinq pursuant to the Constitution and the laws of
10 the State of California; and
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WHEREAS, the Community Development Commission of the
13 City of San Bernardino (the "Commission") on behalf of the
14 Redevelopment Aqency of the City of San Bernardino (the
15 "Aqency"), is a redevelopment aqency, a public body, corporate
16 and politic of the State of California, orqanized and existinq
17 pursuant to the Community Redevelopment Law (Part 1 of Division
18 24) commencinq with Section 33000 of the Health and Safety Code
19 of the State of California (the "Act)"; and
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WHEREAS, the Redevelopment Plan for the Northwest
22 Redevelopment Project (the "Redevelopment Plan") was previously
23 approved and adopted by the Mayor and Common Council of the City
24 of San Bernardino (the "Council") by Ordinance No. MC-189, dated
25 July 6, 1982; and
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27 WHEREAS, the Redevelopment Plan provides for the
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1 by owners thereof or by parties seekinq to acquire real property
2 from the Aqency; and
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4 WHEREAS, the Aqency and New Frontier Commercial
5 Properties, Inc., a California corporation (the "Developer") have
6 previously entered into a certain Disposition and Development
7 Aqreement (the "DDA"), a copy of which is on file with the Aqency
8 Secretary, pursuant to which, amonq other matters,.the Developer
9 is to develop a commercial retail shoppinq center (the
10 "Project"); and
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12 WHEREAS, in connection with the development of the
13 Project, the Developer has requested certain financial assistance
14 from the City and the Aqency, which have aqreed to assist in
15 fundinq a portion of the costs of the Project and in connection
16 therewith have proposed to use certain UDAG Grant Funds which may
17 be otherwise available to the City to fund a portion of the costs
18 of the Project; and
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20 WHEREAS, in connection with the use of such UDAG Grant
21 Funds, the Secretary of the United States Department of Housinq
22 and Urban Development ("HUO") and the City, entered into a UDAG
23 Grant Aqreement, a copy of which is also on file with the Aqency
24 Secretary and which pertains to the development of the Project
25 (the "UDAG Grant Aqreement")i and
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27 WHEREAS, in order to implement the provisions of the
28 UDAG Grant Aqreement, the Secretary of HUO is seekinq certain
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1 assurances from the City, the Agency and the Developer pertaining
2 to the Project which assurances are set forth in that certain
3 UDAG Grant Compliance Agreement, a copy of which is attached
4 hereto as Exhibit "A" and incorporated herein by reference; and
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6 WHEREAS, the City deems it desirable to execute the
7 UDAG Grant Compliance Agreement at this time to ensure the
8 delivery of UDAG Grant Funds from BUD to be used in connection
9 with the development of the Project.
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NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The Council hereby approves the proposed
UDAG Grant Compliance Agreement as attached hereto as Exhibit "A"
and incorporated herein and authorizes the Mayor and City Clerk
to execute the same with such non-substantial changes as may be
deemed to be appropriate by the City Attorney.
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1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO APPROVING A CERTAIN UDAG GRANT COMPLIANCE AGREEMENT BY
2 AND AMONG THE CITY OF SAN BERNARDINO, THE REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO AND NEW FRONTIER COMMERCIAL
3 PROPERTIES, INC., PERTAINING TO THE WESTS IDE SHOPPING CENTER
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SECTION 2.
This Resolution shall take effect upon
adoption.
I HEREBY CERTIFY that the foregoing Resolution was duly
adopted
by the Mayor
and Common Council
of
the
City of
San Bernardino at a
meeting
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thereof, held on the
day of
,
1992, by the following vote, to wit:
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12 Council Members:
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BAn
ABSTAIN
ABSENT
ESTRADA
REILLY
HERNANDEZ
MAUDSLEY
MINOR
POPE-LUDLAM
16 MILLER
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City Clerk
The foregoing resolution is hereby approved this
, 1992.
day of
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1 STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO )
2 CITY OF SAN BERNARDINO )
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I, City Clerk of the City of
San Bernardino, DO HEREBY CERTIFY that the foregoing and attached
copy of Mayor and Common Council of the City of San Bernardino
Resolution No. is a full, true and correct copy of that
now on file in this office.
IN WITNESS WHEREOF, I have hereunto set my hand
affixed the official seal of the Mayor and Common Council of
City of San Bernardino this day of
1992.
and
the
,
City Clerk
City of San Bernardino
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. EXHIBIT "A"
2
UDAG GRANT COMPLIANCE AGREEMENT
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UDAG GRANT COMPLIANCE AGREEMENT
THIS UDAG GRANT COMPLIANCE AGREEMENT (the "Agreement") is
entered into this _ day of February, 1992, by and among the CITY
OF SAN BERNARDINO (the "city"), a charter city duly organized and
existing in accordance with the laws of the State of California,
the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public
body, corporate and politic, organized and existing in accordance
with the laws of the State of California (the "Agency") and NEW
FRONTIER COMMERCIAL PROPERTIES, INC., a California corporation (the
"Developer"). The City and the Developer agree as follows:
RECITALS
WHEREAS, the City has applied to the United States
Department of Housing and Urban Development ("HUO") for certain
funding in the form of grant assistance under the Urban Development
Action Grant ("UDAG") Program to undertake activities which are
consistent with the provisions of Section 119 of the Housing and
Community Development Act of 1972, as amended (the "Act") and the
UDAG Regulations; and
WHEREAS, the Agency has previously entered into a certain
Disposition and Development Agreement (the "DDA") with the
Developer dated as of October 15, 1990, a copy of which is attached
hereto as Exhibit "A" and incorporated herein by this reference,
pursuant to which the Developer is obligated to undertake the
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construction of a certain shopping center project within the
boundaries of the City which shopping center project is more fully
described in the DDA (the "Project"); and
WHEREAS, the City has previously entered into that
certain UDAG Grant Agreement as amended pursuant to that
Amended/Revised UDAG Grant Agreement (collectively hereinafter
referred to as the "UDAG Aqreement"), dated as of December 13,
1991, pursuant to which the Secretary of HUD has aqreed to provide
certain UDAG moneys in an amount not to exceed $1,848,100 (the
"UDAG Grant Funds") to be used by the city, as the Recipient under
the UDAG Agreement, through its Agency for the purposes of
assisting the Deveioperwith the completion of the Project.
In connection with the implementation of the UDAG
Agreement, the Secretary of HUD is seeking certain assurances and
representations from the Developer, the City as Recipient under the
UDAG Agreement and the Agency with respect to the implementation
and completion of the Project.
NOW, THEREFORE, in consideration of the foregoing and
mutual covenants and conditions set forth herein, the parties
hereto agree as follows:
Section 1. The city hereby certifies that all
necessary building permits and other relevant permits have been
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obtained which are necessary to commence the "Recipient Activities"
and the "Non-Recipient Activities", as such terms are defined in
the UDAG Agreement.
Section 2. The city and the Developer agree that all
title to the land necessary for the Project is vested in the
Developer in fee simple as evidenced by a copy of that certain
Title Report attached hereto as Exhibit "8" and incorporated herein
by this reference.
Section 3. The city hereby agrees, in connection with
the development of the Project, that it shall make a grant to the
Agency of not more than $1,848,100 of UDAG Grant Funds which UDAG
Grant Funds shall be used for the purposes of completing the
Project in accordance with Exhibit "D" of the UDAG Agreement.
Section 4.
The Agency hereby agrees as follows:
A. The Agency shall make available to the Developer not
less than $3,200,000 in funds attributable to the CD8G Float
Loans for the Project of which $800,000 shall be a loan to the
Developer and $2,400,000 shall be in the form of a grant to be
used to fund redevelopment activities necessary in connection
with the Project.
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B. The Agency has previously acquired the Project site
and has assisted in the relocation of the existing property
owners and tenants at a total cost of not less than
$1,325,000.
C. The Agency has conveyed fee simple title to the
Project site to the Developer as evidenced by that certain
Title Report as attached hereto as Exhibit "B".
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D. The Agency is prepared to permit UDAG Grant Funds
that have been received by the City and HOD to be drawn down
and disbursed for use in accordance with Exhibit "D" of the
UDAG Agreement in a ratio to countable private funds of not
more than $1. 00 of UDAG Grant Funds to $2.98 of countable
private funds expended on the Project. Countable private
funds shall mean private funds in an amount equal to
$5,500,000.
Section 5.
The Developer hereby agrees as follows:
A. The Developer shall carry out all of its Non-
Recipient Activities ascribed to the Developer as set forth in
Exhibit "C" to the UDAG Agreement within the time frames set
forth in Exhibit "F" of the UDAG Agreement.
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B. The Developer has acquired fee simple title to the
Project site from the Agency and agrees to complete the
Project Elements, as described in the UDAG Agreement, on the
proj ect at a total cost of not less than $12,073,100 in
accordance with Exhibit "D" to the UDAG Agreement, using not
less than $5,700,000 of private loan funds for which the
Developer has already obtained a commitment from the National
Bank of Long Beach, using not less than $800,000 of loan funds
from the Agency, not less than $900,000 of grant funds from
the Agency for tenant improvements, not more than $1,848,100
of UDAG Grant Funds from the Agency as the Agency receives
such funds from the city and BUD, not less than a $1,500,000
in subsidies from the Agency and $1,325,000 of Agency funds in
the form of land write down assistance.
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C. The Developer agrees to borrow from the National
Bank of Long Beach not less than $5,700,000 for interim
financing of the Project.
D. The Developer has borrowed from the Agency and has
personally guaranteed an amount of not less than $800,000 in
funds for the financing of the Project.
E. The Developer agrees to use UDAG Grant Funds
received from the Agency of not more than $1,848,100 for the
financing of the Project.
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F. The Developer aqrees to use a qrant of not less than
$1,500,000 of Aqency funds for the site costs and soft costs,
as well as a qrant of $900,000 of Aqency funds for the costs
of certain tenant improvements necessary for the Project.
G. The Developer
quarantees that it will
September 30, 1992.
unconditionally and irrevocably
complete the Project prior to
Section 6. The Developer further aqrees that it shall
cause the followinq jobs to be established in connection with the
Project within 60 months of the date of Preliminary Approval which
date was April 9, 1987:
-total new permanent jobs: 248;
-total new permanent jobs for low and moderate
income persons: 161;
-total new permanent jobs for JTPA-eliqible persons:
99;
-total new permanent jobs for minorities: 136.
Section 7. The Developer and the Aqency hereby aqree
to comply with that certain Schedule of Performance attached to the
DDA as EXhibit "6" thereto and incorporated herein by this
reference.
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Section 8. The Developer aqrees to provide necessary
data and information as to private investment and jobs relatinq to
the UDAG Aqreement to the Secretary of HUD and/or the city as may
be requested.
Section 9.
Third Party Contract Requirements.
A. The city and the Developer aqree that upon
instruction by the Secretary of HUD, all proqram Income, as
said term is defined in the UDAG Aqreement, which is received
by the Developer, prior to completion of all of the Recipient
Activities, as said term is defined in the UDAG Aqreement,
shall be deposited in escrow under arranqements approved by
the Secretary of HUD, in order to provide funds to assure the
completion of the Recipient Activities as defined in the UDAG
Aqreement.
B. The city and the Developer aqree that, unless
otherwise provided in Exhibit "A" of the UDAG Aqreement, all
proqram Income received by the Developer prior to completion
of all Recipient Activities shall be transmitted to the City
for payment of costs incurred for the Recipient Activities.
C. The City and the Developer aqree that all proqram
Income received by the Developer after the completion of all
Recipient Activities, shall at the option of the City, either
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be transmitted to the City or used by the Developer with City
approval, for community and economic development activities
which would be eliqible for assistance under Title 1 of the
Act, unless otherwise provided in a close-out aqreement
between the City and KUD.
D. The city and the Developer aqree that the Developer
and the city have obtained or have reasonable assurance that
they will obtain, all federal, state and local qovernmental
approvals and reviews required by law to be obtained by the
City or the Developer for the Project.
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E. The Developer acknowledqes that the Secretary of
KUD, in selectinq the city for the award of the UDAG Grant
Funds, relied on in material part upon the assured completion
of the Project and the Developer assures the City that such
activities will be completed by the Developer.
F. The Developer aqrees to use its best efforts to
create or cause to be created, within a time specified in
Exhibit "A" of the UDAG Aqreement, a specified number of new
permanent jobs, includinq a specified number of new permanent
job opportunities for minorities, JTPA-eliqible persons, and
persons who, at the time of their employment, will be persons
of low and moderate income.
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G. The Developer agrees that the Developer shall
(i) keep and maintain books, records, and other documents
relating directly to the receipt and disbursement of the UDAG
Grant Funds and (ii) any duly authorized representatives of
the Secretary of HUD or the Controller General of the United
States shall, at all reasonable times, have access to and the
right to inspect, copy, audit, and examine all such books,
records and other documents of the Developer, until the
completion of all close-out procedures respecting the UDAG
Grant and of the final settlement and conclusion of all issues
arising out of the UDAG Grant.
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H. The Developer agrees that any duly authorized
representative of the Secretary of HOD shall, at all
reasonable times, have access to any portion of the Project in
which the Developer is involved until the completion of all
close-out procedures respecting this UDAG Grant.
I. The Developer agrees that no transfer of UDAG Grant
Funds by the City to the Developer shall be or be deemed an
assignment of UDAG Grant Funds and that the Developer shall
neither succeed to any rights, benefits or advantages of the
city under this UDAG Agreement, nor attain any rights,
privileges, authorities or interests in or under the UDAG
Agreement.
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J. The Developer and the City agree that during the
term of the UDAG Agreement, said UDAG Agreement shall not be
amended in any material respect after the approval and
acceptance, without the written approval of the Secretary of
HUD. "Material" shall be defined as anything which cancels or
reduces any developmental, construction, jOb-creating, or
financial obligation of the Developer by more than 10%,
changes the sites or character of any development activity, or
increases any time for performance by a party by more than
thirty days.
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K. The City and Developer acknowledge that nothing
contained in the UDAG Agreement, or in the DDA, nor any act of
the Secretary of HUD, the City, or any of the parties, shall
be deemed or construed by any of the parties or by any third
persons, to create any relationship of third-party
beneficiary, principal and agent, limited or general
partnership, or joint venture, or of any association or
relationship involving the Secretary of HUD.
L. The City and the Developer agree and acknowledge
that the City should not be liable to the Developer, or to any
party except HUD, for the completion of, or the failure to
complete, any activities which are a part of the Project,
except those as specified in Exhibit "B" of the UDAG
Agreement.
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M. The City and the Developer agree that except for
approved eligible administrative and personnel costs, no
member, officer, or employee of the City, or its designees, or
agents, no consultant, no member of the governing body of the
City or the locality in which the program is situated, and no
other public official of the City or such locality or
localities, who exercises or has exercised any functions or
responsibilities with respect to the Project during his or her
tenure, or who is in a position to participate in a decision
making process or gain insider information with regard to the
Project, shall have any interest, direct or indirect, in any
contract or subcontract, or the proceeds thereof, for work to
be performed" in connection with the Project or in any
activity, or benefit therefrom, which is part of this Project
at any time during or after such person's tenure.
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N. The City and the Developer agree that a Project sign
provision may be established by the Secretary of BUD.
Section 8. Miscellaneous:
A. This Agreement shall bind and inure to the benefit
of the successors and assigns of each of the parties hereto.
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B. Each party agrees to perform any further acts and
execute and deliver any documents which may be necessary to
carry out any provisions or intent of this Agreement.
C. The parties hereby agree that this Agreement has
been executed and delivered in the State of California and
shall be construed, enforced and governed by the laws thereof.
D. In the event any provision of this Agreement shall
be held invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceability shall
not be construed to have any effect on, the remaining portions
of this Agreement~ .
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E.
This Agreement contains the entire agreement between
the parties hereto pertaining to the subject matter hereof,
with the exception of the other agreements referenced
explicitly or implicitly herein.
F.
This
Agreement
supercedes
all
prior
and
contemporaneous agreements and understandings of the parties
with respect to the matters resolved herein and there are no
warranties, representations or other agreements between the
parties in connection with the s~bject matter hereof, except
as set forth or referred to herein.
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IN WITNESS WHEREOF, the parties have signed this UDAG
Grant Compliance Agreement as of the date first above written.
THE CITY OF SAN BERNARDINO
By:
APPROVED AS TO FORM AND
LEGAL CONTENT:
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THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By:
Executive Director
APPROVED AS TO FORM:
AGENCY SPECIAL COUNSEL
By:
NEW FRONTIER COMMERCIAL PROPERTIES,
a California Corporation
By:
John Pierce
SBIlOIOO92IDOCIII5
02106192 10:45
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