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Home My WebLink AboutR30-Economic Development Agency CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY __ FROM: Maggie Pacheco Executive Director SUBJECf: Amendment No. 1 to the Arrowhead Central Credit Union 2005 Disposition and Development Agreement (Central City South Redevelopment Project Area) DATE: Decenilier27,2oo7 Svnonsis of Previous Commission/Council/Committee Action(s): 00 December 6, 2007, Redevelopment Committee Meniliers Estrada, Johnson and Baxter unanimously voted to recommend that the Conununity Development Commission consider this action for approval. Recommended Motion(s): (Community Develonment Commission) Resolution of the Community Development Commission of the City of San Bernardino approving and authorizing the Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute Amendment No. I to the 2005 Disposition and Development Agreement by and between the Arrowhead Central Credit Union and the Agency (Central City South Redevelopment Project Area) Contact Person(s): --- Project Area(s): Maggie Pacheco Central City South Redevelopment Project Area Phone: (909) 663-1044 3 Ward(s): Supporting Data Attached: "" Staff Report "" Resolution(s) 0 Agreement(s)/Amendment(s) 0 Map(s) 0 Letter(s) FUNDING REQUIREMENTS: Amount: $ -0- Source: N/A N/A Budget Authority: Signature: ~. Fiscal Review: Barbara Lindseth, Administrative S J Maggie Pacheco, Executive Commission/Council Notes: ---- P:\Agendu\Cornn Dev Cornmission\CDC 2008\01-07-20011 Anowtlelld Credil Union. Amendrn::nl No_ I SR._doc: COMMISSION MEETING AGENDA Meeting Date: 01/0712008 Agenda Item Number: _~ ~ 0 ECONOMIC DEVELOPMENT AGENCY STAFF REPORT - AMENDMENT NO.1 TO THE ARROWHEAD CENTRAL CREDIT UNION 2005 DISPOSmON AND DEVELOPMENT AGREEMENT (CENTRAL CITY SOUTH REDEVELOPMENT PROJECT AREA) BACKGROUND: On December 5, 2005, the Community Development Commission of the City of San Bernardino ("Commission") adopted Resolution No. CDC12005-45 approving a 2005 Disposition and Development Agreement ("DDA") between the Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic (the "Agency") and Arrowhead Central Credit Union, a California corporation (the "Developer"). The DDA provided for the sale of 8.2 acres of vacant, Agency owned land south of the Baseball Stadium on "E" Street to the Developer for the purpose of constructing a new, campus style, headquarters for the Developer which was to consist of 1 large 125,000 square foot building and a smaller 25,000 square foot building on the adjacent land on "E" Street that had been independently purchased by the Developer. The Developer had, at this time, also been acquiring several non-conforming residences and vacant lots to the west of the proposed development to accommodate future expansion needs, but more specifically for the purpose of gaining access to "0" Street via Birch Court in order to make this the main entryway to the development. TIlls access is vital to the development as there is only limited, right-in- right-out, access from "E" and Mill Streets and over 500 staff and customers are expected to access this facility every day. The projected development costs were estimated to be $30 million and the development was to have been completed within 540 days after the issuance of the appropriate permits, or by December 2008. '-.. CURRENT ISSUE: The Developer acquired ownership of the Agency owned property and other privately owned land in September 2006, and proceeded in the typical manner with the development process gaining preliminary approval from the Development/Environmental Review Committee ("D/ERC"); however, in November 2006, the plan was put on hold as the Developer decided to enlarge the project to 190,000 square feet and redesign the buildings into a twin tower, 3-story confignration instead of the initial 2-story, 1 large, 1 small building project (the "Project"). This action delayed the Project's passage through the Development Services Department's process, as well as necessitating further environmental impact studies, specifically an updated traffic analysis. At the same time, the Developer continued with their attempts to acqnire vacant parcels to the west; however, they have been unsuccessful in reaching a negotiated settlement with the owners of2 essential vacant lots which block the development's access to "0" Street via Birch Court. In May 2007, the revised site plan was resubmitted to D/ERC and the Project preliminarily was approved subject to certain environmental findings; however, further delays occurred in June 2007, when the Developer was asked to consider an alternative downtown location as a result of the recommendation by the Urban Land Institute following their fact finding tour of San Bernardino during June 24-29, 2007. The Developer placed their Project on hold for a further 5 months while they studied the potential of a high rise development in a downtown location. ~ P:\Apndas\Colml Dev Conmission\CDC 2008\01-07-2008 Anowhe.I CRdiI Unm. Amendment No. I SLdoc COMMISSION MEETING AGENDA Meeting Date: 0110712008 Agenda Item Number: ~ ~ D Economic Development Agency Staff Report Arrowhead Credit Union - Amendment No. 1 Page 2 ........ Because of these delays, the Developer will be unable to meet the original Schedule of Performance, attached to the DDA as Exhibit "D," and has requested that the Agency consider an amendment to the DDA which will address the following issues: . Amend the Schedule of Performance to accommodate the delays and reflect a new completion date of August 30, 20 I 0 (Exhibit "A" to Amendment No. I). . Amend the Scope of Development to reflect a new configuration of a twin tower, 3-story, office campus increasing the size to 190,000 square feet and situated on the land acquired from the Agency, with the adjacent property improved as additional parking (Exhibit "A"). . That the Agency will use its best efforts to acquire the 2 vacant lots blocking access to "0" Street via Birch Court, using whatever means are available to the Agency, and subsequently, sell these lots to the Developer. The Developer will pay for all costs in connection with this acquisition and disposition (Exhibit "B"). All other provisions of the DDA will remain unchanged and the Developer will continue to have the obligation to comply with all provisions of the DDA. While it is acknowledged that the Developer is currently studying an alternative project in the downtown area, the lease on their current offices on Hospitality Lane expires in September 20 I O. The Developer is therefore desirous of continuing with the original development process, should the downtown alternative not come to fruition. - --- ENVIRONMENTAL IMPACT: Acquisition of these 2 lots were addressed in the original California Environmental Quality Act ("CEQA") document and as such, there is no further environmental impact. FISCAL IMPACT: None. RECOMMENDATION: That the Community Development Commission adopt the attached Resolution. L Maggie Pacheco, Execu ......... - COMMISSION MEETING AGENDA Meeting Date: 0110712008 Agenda Item Number: ~ ~O P.\A&endas\Conwn Dev Commis$ion\CDC 2OO8\01JJ7.2008 A/'rOwbcld CRdit Union - Amendment No. I SR.doc - ~ c ~ a. ~ C/) ~ CD Z c CO - a. c 0 -- c ::::> :: +-' <C -- :: "'0 ..... ~ "- coO -"'0 ICO X CD W.r:. ~ e L... <C c CO - a. ~ C/) - CO C 0) -i:: 0 --- "'- .. J I'i' i 'I I III fji III tin .IUn Ii II!l .Ziil~1 .. ....... 1 rn -~- .~. ---~-gl i . ~ -,;7'<=~: ~I .. .-.-.--. oil ~, z, '----.-. I~, I r: 1 !: i .:.:_l. !:: i f! I ;:;_.1.-_ :,1: -.1. :<: ~. > , , . ~ ! ~. .' - ~.'- a> C) c e o c .- "'C ~ :::J C"' a> ~ ~ :: t ma> :: a. !:::e ma.. - II >< c W.o c :) ~ ..... .- "'C ~ () "'C CCl a> .t::. ~ e L... <( - I~' if I Im,tll" ~.l "'21C'! 1lQ4J ----- ~~: ;,- I IIIJ':~~~: J: 'd JlICIcJ!eMO _ .. doJd.buttlly _ 1181Y.(ptqs !..... ...... -- . I -.... - ..... l11H1IIlII111III1IIlIR IIUIIIIIlJIIHIIIIfIIIHIII IIHIHIIIHIIIIIIUIUHIH IIIIUIIHlIIHIIIIIIIUIHlIIIH 1I11H1II11UIIIIIUIIIHIHIIII III1UIIIDIHIHIIUUlIIUIIIII IIIIHIIIIIUIIHIIIIIIIIIUIIIII n OIHlIlillllHHUlHlIllIIlHlllllllllH IIIIUIIIII018lllUIIIHIHIIII U OUIHllIIlIHRllnrllllllllHlIlnmR . . i FUIIIIIIIIIHIHUIIIIIIIIIi'J) ~1'I"UH'IlIIIIllIIJllIIIIIlI"I~ nuli Ii Ii 1 - ......... 2 3 4 5 6 7 8 RESOLUTION NO. RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUmORIZlNG THE EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE AMENDMENT NO. 1 TO mE 2005 DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN mE ARROWHEAD CENTRAL CREDIT UNION AND THE AGENCY (CENTRAL CITY SOUTH REDEVELOPMENT PROJECT AREA) WHEREAS, the Community Development Commission of the City of San Bernardino (the 9 "Commission") is the governing board of the Redevelopment Agency of the City of San Bernardino 10 (the "Agency"); and 11 WHEREAS, on December 5, 2005 the Commission approved a 2005 Disposition and 12 Development Agreement ("Agreement") by and between the Agency and Arrowhead Central Credit 13 Union, a California Corporation (the "Developer"), and authorized the Agency Interim Executive ,_ 14 Director to execute the Agreement relating to the sale and development of 8.2 acres of Agency \""... 15 property located north of Mill Street and south of the Arrowhead Central Credit Union Park 16 Baseball Stadium (the "Property") and made certain findings thereto related to the development 0 17 the Property; and 18 WHEREAS, the Developer has performed diligently in order to carry out and submit all 19 required documentation, as called out in the Agreement, to the Agency in a timely manner; and 20 WHEREAS, the Developer has experienced unforeseen delays caused by the need to 21 redesign a larger building to accommodate the growing needs of the Developer; and 22 WHEREAS, the Schedule of Performance and approved design, as called out, in the original 23 Agreement are no longer applicable; and 24 WHEREAS, the Developer is now seeking Agency assistance to acquire certain additional 25 property to the west in order to construct a road to connect the Property to "0" Street; and 26 WHEREAS, the acquisition of additional property to the west was addressed in the original - 27 California Environmental Quality Act ("CEQA") document and as such, there is no further "- 28 environmental impact; and 1 P:\Agendas\Resol\lrions\ResoluriOllSUOO8\OI-07-08 AITO'Il'tIead Credit Union - Amendment No_ I COC Reso.doc 1 WHEREAS, it is appropriate for the Commission to approve Amendment No.1 to the - ~ 2 Agreement. 3 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 4 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 5 FOLLOWS: The Commission hereby approves the attached Amendment No. I in the form 6 Section 1. 7 presented at the meeting at which this Resolution is adopted. The Executive Director of the Agency is 8 hereby authorized and directed to execute Amendment No. I on behalf of the Agency, together with 9 such technical and conforming changes as may be recommended by the Executive Director of the 10 Agency and approved by the Agency CounseL This Resolution shall take effect from and after its date of adoption by this 11 Section 2. 12 Commission. 13 III _14 II/ '-' 15 II/ 16 II/ 17 II/ 18 III 19 II/ 20 III 21 III 22 III 23 III 24 III 25 III 26 III <- 27 III --- 28 III 2 P:\Agmdas\Rcsolutions\RlSoIutions\lOO8\OI-07-08 Arrowbcad Credit Union - Amcndmenc No I COC keso_OOe - ......... - 1 2 3 4 5 6 7 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE AMENDMENT NO. 1 TO THE 2005 DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE ARROWHEAD CENTRAL CREDIT UNION AND THE AGENCY (CENTRAL CITY SOUTH REDEVELOPMENT PROJECT AREA) I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 8 Development Commission of the City of San Bernardino at a meeting 9 thereof, held on the 10 Commission Members: 11 ESTRADA day of , 2008, by the following vote to wit: Aves Navs Abstain Absent 12 13 14 BAXTER BRINKER DERRY KELLEY ......... 15 JOHNSON 16 MC CAMMACK .- ........ 28 17 18 19 Secretary 20 The foregoing Resolution is hereby approved this day of ,2008. 21 22 23 24 Patrick J. Morris, Chairperson Community Development Commission of the City of San Bernardino Approved as to Form: 25 :: B'\~ 3 P:\Apadas\RnohdMms\lln>bations\2OlJi8Il-07...08 AJTowbcld Cmlit Union - Ameodment No. 1 ax: RcIo.doc AMENDMENT NO.1 -- TO THE 2005 DISPOSITION AND DEVELOPMENT AGREEMENT REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND ARROWHEAD CENTRAL CREDIT UNION, A CALIFORNIA CORPORATION This Amendment No. I (this "Amendment") is dated as of January 7, 2008, by and between the Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic (the "Agency"), and Arrowhead Central Credit Union, a California corporation (the "Developer"), and is an amendment to the Disposition and Development Agreement (the "Agreement") between the Agency and the Developer dated December 5, 2005. The Agreement is for the purchase and sale of Agency owned property generally located north of Mill Street and immediately south of the Arrowhead Credit Union Park Baseball Stadium site within San Bernardino, California and referred to as Assessor's Parcel Number 0136-111-22 (the "Property"). .- This Amendment is entered into in light of the facts set forth in the following Recital Paragraphs. '- RECITALS I. The Redevelopment Plan for the Central City South Redevelopment Project ("Redevelopment Plan") provides for the purchase and redevelopment of certain unimproved lands by private parties such as the Developer. The Property and certain adjoining parcels are part of the redevelopment project area included within the scope of the Redevelopment Plan adopted for purposes of and with the intent to revitalize and redevelop areas that are adversely affected by blight. 2. The Agency and the Developer desire to redevelop and improve the Property as an office complex (the "Project"). The Project requires the acquisition of adjoining parcels ("Adjoining Parcels"), which are located to the west of the Property and would provide vehicular access to "G" Street from the Property. The Adjoining Parcels are referred to as Assessor's Parcel Numbers 0136-162-18 and 23. 3. In accordance with Section 1.02 of the Agreement, the Developer is attempting to acquire the Adjoining Parcels but has been unsuccessful to accomplish said acquisition. /- 4. To further the purposes of the Agreement and the Redevelopment Plan, the Agency may consider the initiation of proceedings to acquire one or more of the parcels comprising the Adjoining Parcels ("Condemnation Parcel" or "Condemnation Parcels") by condemnation in accordance with the terms and provisions of the Agreement and all applicable laws, including the provisions of the Central City South Redevelopment Plan and the California Community Redevelopment Law ("CRL"). ~ I P:\Agendas\Agenda AttachmcnLS\Agmu-Amcnd 2008\01-07-08 Amrndmenl No I ArmwtIead CU_doc 5. The Agency and the Developer seek to make certain additional modifications to '- the Agreement to modify the dates of performance as set forth in Exhibit "D" to the Agreement and to update the definition of the "Project" as contained in Section 1.02 of the Agreement NOW, THEREFORE, THE AGENCY AND THE DEVELOPER AMEND THE AGREEMENT AS FOLLOWS: 1. The current paragraph of Section 1.02 entitled The Prooertv and the Proiect shall be designated as Subsection (a). 2. The following paragraphs will be added to the Agreement and shall be designated as Subsections (b) and (c) to Section 1.02 entitled The Propertv and the Proiect: - '-' (b) The Developer and the Agency each acknowledge and agree that the Agency reserves the sole and absolute discretion to approve the terms of any condemnation proceeding and that the Agency shall, for itself, reserve the discretion to consider whether evidence supports the basis of each of the findings set forth at Code of Civil Procedures Sections 1240.030 and 1245.230 with respect to its consideration of acquisition of the Condemnation Parcels through the exercise of the power of eminent domain. The Agency shall consider the acquisition of each of the Condemnation Parcels an exercise of the eminent domain powers of the Agency, if necessary, after the Executive Director has determined that an Agency offer has been rejected or that further discussion, negotiation or modification of a pending Agency offer is unlikely to be accepted by the owner of a particular Condemnation Parcel or the tenant in possession of a Condemnation Parcel, as applicable. Upon its acquisition of each Condemnation Parcel or Condemnation Parcels, by judgment of condemnation or otherwise, the Agency may transfer all of its right, title and interest in such Condemnation Parcel or Condemnation Parcels to the Developer for redevelopment purposes in accordance with this Agreement. The Developer shall be responsible for the payment and reimbursement of all of the following costs (e.g., Condemnation Parcel Acquisition Costs) incurred by the Agency in connection with the consideration and acquisition by the Agency of any parcel obtained by condemnation: (i) all amounts of just compensation payable to the owner of the Condemnation Parcel or Condemnation Parcels; (ii) expert witnesses and real property appraisal fees of the Agency; (iii) escrow agent costs, title insurance and civil engineering expenses of the Agency; (iv) trial costs and expenses, including attorney fees of the Agency; (v) interest and other sums payable by the Agency to the owner of each Condemnation Parcel or Condemnation Parcels as a court may direct or as negotiated by the Agency and the owner; ,- '- (vi) relocation benefits and expenses of persons in lawful possession of such property as provided by applicable law; and 2 P;\Allendas\At:enda Attadunenu\Agmu-AlTICnd 2008\0I-07.os AmmdmenI No I ArrowhcadCU_doc -- (vii) all costs and expenses allocated by a court, negotiated by the Agency and the owner or payable by the Agency in the event of an abandonment or dismissal of any condemnation proceeding, relating to a Condemnation Parcel or Condemnation Parcels. (c) The Developer recognizes that the Agency will be required, at a later date, to conduct a noticed public hearing and to prepare and make available for public inspection a report as required by Health & Safety Code Section 33433. Such report and the noticed public hearing will be based upon the final sales price of the Condemnation Parcel or Condemnation Parcels that the Agency may then seek to transfer to the Developer. The Developer further recognizes and agrees that the Agency cannot make a legally binding commitment for the sale of later acquired Agency real property until the Agency has complied with the requirements of Health & Safety Code Section 33433 and such sale of Agency real property has been approved by a duly adopted resolution of the Mayor and Common Council of the City of San Bernardino ("Council"), as the legislative body for the Agency, and that the Agency makes no representation, warranty or prior commitment as to the results of any such public hearing for the intended disposition of one or both of the Condemnation Parcels. 3. The following enumerated Sections of the Agreement shall be revised in as set forth below: ,- (a) Section 3.01(s): The phrase "The Developer shall substantially complete the improvements of the project within five hundred forty (540) days" shall be replaced with the number "nine hundred seventy (970)" in addition to any and all other references to the number 540, whether stated in numerals or written in text, in the Agreement and the exhibits attached thereto. '-' (b) Section 1.02 The ProDertv and the Proiect: The following language which reads as "one building of approximately 120,000 square feet" shall be amended to read "two buildings of approximately 190,000 square feet" and the phrase "an additional 25,000 square feet of new building construction to occur on Adjoining Property" shall be deleted in this Section in addition to any and all other references to the description of the buildings on the Property or Adjoining Property. 4. Exhibit "D" of the Agreement entitled, "Schedule of Performance" shall be amended in its entirety to be in the form as set forth in Exhibit "A" to this Amendment. 5. The Agreement, as amended by this Amendment, remains in full force and effect together with the amendments and modifications as approved by this Amendment. 6. This Amendment may be executed in any number of counterparts, each of which shall constitute an original and all of which shall constitute but one and the same document, and this Amendment shall take effect from and after the date of execution and delivery by the Agency and the Developer of this Amendment. - 11/ ......... 11/ 3 P:\Agendas\Agenda Allachments\Agrms"Ammd 2008\01..07-08 AmmdmcRt No 1 Anowhead CUdoe - -- --- '- ,.'-' '- IN WITNESS WHEREOF, the parties have signed this Amendment as of the date first set forth below. AGENCY Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic Date: By: Maggie Pacheco, Executive Director Approved as to Form and Legal Content: By: <.. /:~~;1 L Ag~ulsi1r- DEVELOPER Arrowhead Central Credit Union, a California corporation By: Title: 4 p,\Agendas\Agcnda AttachmemslAgmu-Amend 2008\01-01-08 ~ No I AnowhQd CU.doc EXHIBIT "A" _. REVISED FORM OF EXHIBIT "0" TO THE AGREEMENT SCHEDULE OF PERFORMANCE (Days shall be calendar days, and all dates herein are subject to change due to force majeure in accordance with Section 5.06 of the Agreement) Agency approval of Amendment No. I is January 7, 2008. The Developer shall commence the following within the time periods provided herein: (a) The Developer will obtain building permits within three hundred sixty-five (365) days after the execution of Amendment No. I. (b) Mass grade the entire Property area (as appropriate) within one hundred twenty (120) days after approval of the master grading plan. ( c) The off site water shall commence within ninety (90) days after grading starts. r '- (d) Storm drain improvements will commence upon completion of the grading. (e) Sewer and water installation will commence upon the completion of the storm drain. The development of sewer and water will be based upon construction phasing of the two (2) buildings. (f) Street improvements will commence upon completion of the sewer and water. The development of street improvements will be based upon construction phasing. (g) Landscaping will commence upon completion of the street improvements. (h) Installation of dry utilities, as appropriate, for the development plan. (i) Commence construction within thirty (30) days after the Developer has obtained all building permits as required by item (a) above. (j) The Project will be completed within nine hundred seventy (970) days after commencement of the work of the improvements for which all building permits have been issued for the Property. ,....-.. .--.. 5 P:\Agendas\Aseadl An~AIDend 2OOI'DI-07.ol1 Ammdment No I An'OwbClId CU.doc