HomeMy WebLinkAboutR35-Economic Development Agency
CITY OF SAN BERNARDINO
ECONOMIC DEVELOPMENT AGENCY
ORIGINAL
FROM:
Maggie Pacheco
Executive Director
SUBJECT: ICO Fund V, LLC - Amendment No.1 to the
Redevelopment Project Study Agreement
(Central City North Redevelopment Project
Area)
DATE:
November 27,2006
Svnopsis of Previous Commission/CounciVCommiUee Action(s):
On June 5, 2006, the Community Development Commission ("Commission") adopted Resolution CDC/2006-14 approving
and authorizing the Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute
the Redevelopment Project Study Agreement ("Agreement") with ICO Fund Y, LLC (the "Developer").
On November 16, 2006, Redevelopment Committee Members Johnson and Baxter unanimously voted to recommend
Amendment No. I to the Commission for approval.
Recommended Motion(s):
(Communitv Development 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 Redevelopment Project Study Agreement with ICO Fund Y, LLC - Central City
North Redevelopment Project Area
Contact Person(s):
Maggie Pacheco
Central City North
Redevelopment Project Area
Phone:
(909) 663-1044
Project Area(s):
Supporting Data Attached:
Ward(s):
o Staff Report 0 Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) 0 Letter(s)
FUNDING REQUIREMENTS:
Amount: $
o
Source:
SIGNATURE~
Budget Authority:
N/A
N/A
/j~ ~cuu-=-=t:ju~
Barbara Lindseth, Admin. Services Director
Commission/Council Notes:
R ~<, 0
CD{' ::LOnG, - 57
P\Agendas\Comm De... Commission\CDC 2006\12-04-06 Ice Fund V, LLC - Amendment SR,doc
COMMISSION MEETING AGENDA
Meeting Date: 12/0412006
Agenda Item Number: 11.35_
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ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
_________.____________..__________________n_______________________________________________________________________-------------------------------------------------
ICO FUND V, LLC - AMENDMENT NO.1
TO THE REDEVELOPMENT PROJECT STUDY AGREEMENT
(CENTRAL CITY NORTH REDEVELOPMENT PROJECT AREA)
BACKGROUND:
The Redevelopment Agency of the City of San Bernardino ("Agency") is the owner of the CinemaStar
complex site at the northwest comer of 4th and "E" Streets, downtown in the Central City North
Redevelopment Project Area. This site, consists of five (5) parcels, of which two (2) parcels contain
the 4,400 seat, 20 screen cinema complex and three (3) parcels marked 3, 4 and 5 on the attached map
are presently improved with landscaping improvements (the "Agency Property"). The Agency
Property was intended to be used for an entertainment district featuring specialty restaurants.
On June 5, 2006, the Agency entered into a Redevelopment Project Study Agreement ("Agreement")
with ICO Fund V, LLC (the "Developer"), which would enable the Developer to study the Agency
Property ultimately leading to a Disposition and Development Agreement ("DDA") between the
Agency and the Developer. The Agreement was for a period of four (4) months with a two (2) month
extension. During this period, the Developer received Letters of Intent ("LOI") from the Starbucks
Coffee Company as the major tenant followed by Quizno's and Coldstone Creamery. The Developer
has submitted all the project study components including the feasibility study and project descriptions
to the Agency, in a timely manner, as required under the terms of the Agreement. The Developer has
posted a non-refundable deposit of $5,000 with the Agency which will be applied to the site purchase
pnce.
CURRENT ISSUE:
Three and a half (3 Y2) months into the Agreement, Starbucks decided to concentrate on another site in
downtown and retracted their LOI resulting in the other tenants following suit. Starbucks will now be
building a new prototype store on the southwest comer of 2nd and "F" Streets in downtown San
Bernardino. The Developer set about securing another anchor tenant and received some initial interest
from The Coffee Bean and Tea Leaf ("Coffee Bean"). The Agreement was extended by the Executive
Director of the Agency for another two (2) months as authorized in the Agreement to allow the
Developer to finalize the new terms with Coffee Bean. The Developer has since received an LOI from
Coffee Bean and the other two (2) food operators. However, two (2) months is a very short time to
agree to all the final terms of the leases and without the leases in place, the Developer is unable to
enter into a DDA with the Agency by the present termination date of December 18, 2006.
Furthermore, the Developer needs to show evidence that he has control of the Agency Property in
order to obtain the necessary lease commitments from these tenants and has therefore requested an
amendment to the Agreement extending the Agreement for an additional four (4) months
("Amendment No.1") to April 16, 2007, ultimately leading to the consideration of a final DDA by the
Commission.
P:\Agenda$\Comm Dev Commission\COC 2006\12-04-06ICO Fund v, U..c _ Amendment SR.doc
COMMISSION MEETING AGENDA
Meeting Date: 12/0412006
Agenda Item Number: R:35
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Economic Development Agency Staff Report
ICa Fund V, LLC - Amendment No. I
Page 2
ENVIRONMENTAL IMPACT:
The Agreement Amendment No. I is categorized as Statutory Exemption under the California
Environmental Quality Act (CEQA) per Public Resource Code Sections 21102 and 21150.
FISCAL IMPACT:
None.
RECOMMENDATION:
That the Community Development Commission adopt the attached Resolution.
P:\Agendas\Comm Dcv Commission\CDC 2006\12-04-06ICO Fund V, LLC . Amendmem SR.doc
COMMISSION MEETING AGENDA
Meeting Date: 12/0412006
Agenda Item Number: R:J:;
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_14
_15
1
2
3
4
5
6
7
RESOLUTION NO.
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 REDEVELOPMENT PROJECT STUDY
AGREEMENT WITH ICO FUND V, LLC - CENTRAL CITY NORTH
REDEVELOPMENT PROJECT AREA
WHEREAS, the Community Development Commission of the City of San Bernardino (the
8 "Commission") is the governing board of the Redevelopment Agency of the City of San Bernardino
9 (the "Agency"); and
10
WHEREAS, the Agency owns certain property within the Central City North
11 Redevelopment Project Area (the "Project Area") as generally depicted in Exhibit "A" (the "Agency
12 Property") attached to the original Agreement; and
13
WHEREAS, on June 5, 2006, the Commission adopted Resolution No. CDC/2006-14
approving a Redevelopment Project Study Agreement ("Agreement") by and between the Agency
and ICO Fund V, LLC (the "Developer"), in order to study the Agency Property for future potential
16 development; and
17
WHEREAS, the Developer has performed diligently in order to carry out and submit all
18 required documentation, as called out in the Agreement, to the Agency in a timely manner; and
19
WHEREAS, the Developer has experienced unforeseen delays caused by the decision of the
20 major tenant for the Agency Property to relocate elsewhere in the downtown area; and
21
WHEREAS, it is appropriate for the Commission to approve Amendment No.1 to the
22 Agreement.
23
NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY
24 OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS FOLLOWS:
25
Section 1.
The Commission hereby approves the attached Amendment No. I in the form
26 presented at the meeting at which this Resolution is adopted. The Executive Director of the Agency
e 27 is hereby authorized and directed to execute Amendment No. I on behalf of the Agency, together
28
I
P:\Agcndas\Rcsolutions\ResolutionsUOO6\12..Q4.061CO Fund V, LLC - Amendment coe Reso.doc
1 with such technical and non-material conforming changes as may be recommended by Agency
The Resolution shall become effective immediately upon its adoption.
2
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,
L--____________
1
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3
4
5
ro;SOLUTION 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 REDEVELOPMENT PROJECT STUDY
AGREEMENT WITH ICO FUND V, LLC - CENTRAL CITY NORTH
REDEVELOPMENT PROJECT AREA
6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
7 Development Commission of the City of San Bernardino at a
8 thereof, held on the day of
9 Commission Members: Ayes
10 ESTRADA
11 BAXTER
12 BRINKER
13 DERRY
e14 KELLEY
15 JOHNSON
16 MC CAMMACK
17
18
meeting
, 2006, by the following vote to wit:
Nays
Abstain
Absent
Secretary
19
20 The foregoing resolution is hereby approved this
day of
,2006.
21
22
23
24
25 Approved as to Form:
26
627
-28
Patrick J. Morris, Chairperson
Community Development Commission
of the City of San Bernardino
By:
~~
Agency 0 sel
3
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AMENDMENT NO.1
TO THE
REDEVELOPMENT PROJECT STUDY AGREEMENT
BY AND BETWEEN THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
AND ICO FUND V, LLC
THIS AMENDMENT NO. I TO THE REDEVELOPMENT PROJECT STUDY
AGREEMENT (this "Amendment No. I") is dated as of December 4, 2006, by and between rco
Fund V, LLC (the "Developer"), a California limited liability company and the Redevelopment
Agency of the City of San Bernardino (the "Agency"), a public body, corporate and politic, and
is entered into in light of the facts set forth in the following Recital paragraphs:
-- RECITALS --
A. The Agency is the owner of the CinemaStar complex site at the northwest corner
of 4th and "E" Streets in the downtown area within the Central City North Redevelopment
Project Area which consists of five (5) lots, two (2) of which contain the cinema complex
and three (3) of which are available for development (the "Agency Lots").
B. The Developer and the Agency have previously entered into an agreement
entitled "Redevelopment Project Study Agreement", dated as of June 5, 2006, and having an
Effective Date of June 16, 2006 (the "Agreement"), to develop the Agency Lots into a
restaurant complex featuring such tenants as Starbucks, Quizno's and Cold Stone Creamery.
C. During the period of the Agreement, the Developer agreed to undertake certain
redevelopment studies pertaining to the "Agency Lots", as this term is defined in the Recitals
of the Agreement, so as to foster the community economic development goals and objectives
of the City of San Bernardino (the "City").
D. During the period of the Agreement, the Developer agreed to submit to the
Agency a detailed financial pro-forma of the Project, Project description and letters of intent
("LOI") from the above named tenants as set forth in Recital B above.
E. During the period of the Agreement, the Developer has performed diligently in
order to carry out and submit all required documentation, as required pursuant to the
Agreement, to the Agency in a timely manner.
F. The Developer has, however, experienced unforeseen delays brought about by the
retraction of the LOI by Starbucks, the initially proposed anchor tenant, a situation which the
Developer has sought to rectify in an expeditious manner as possible by recruiting an
alternative anchor tenant, namely the Coffee Bean and Tea Leaf Company.
G. These unforeseen circumstances have, nevertheless, caused the Project schedule
to be delayed from that as specified in the Agreement.
I
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H. The Developer and the Agency therefore believe it is appropriate to consider and
approve this Amendment No. I to the Agreement.
NOW, THEREFORE, THE DEVELOPER AND THE AGENCY DO HEREBY AGREE
AS FOLLOWS:
Section 1. (a) Unless the context ofthe usage of a term or phrase in this Amendment
No. I may otherwise require, the meaning of words and phrases in this Amendment No. I, which
are indicated by an initially capitalized letter, shall be the same as set forth in the Agreement.
(b) The Recitals of this Amendment No. I are true and correct.
Section 2. This Amendment No. I sets forth the terms and conditions of an
amendment to certain portions of the text of the Agreement. This Amendment No. 1 integrates
all of the terms and conditions mentioned herein and supersedes all negotiations, discussions and
understandings between the parties with respect to the Project and the Agreement as hereby
modified by this Amendment No.1.
Section 3. The Effective Date of the Agreement occurred on June 16, 2006, in
accordance with its terms as set forth in Section 3.a. and Section 17 of the Agreement, and the
term of the Negotiation Period as set forth in the Agreement was properly extended by the
Executive Director of the Agency to December 18, 2006, pursuant to Section l.d.(2) of the
Agreement. The Agency and the Developer hereby agreed to extend the termination date of the
Agreement and the termination date of the Negotiation Period to April 16, 2007, in accordance
with this Amendment No. 1 and further agree that there shall be no automatic extensions to said
termination date of the Negotiation Period except upon the approval of the governing body of the
Agency with the concurrence of the Developer. Both the Agency and the Developer retain the
legal authority to approve any further extensions of the Negotiation Period each at their sole and
absolute discretion.
Section 4. All dates of performance as applicable to the Developer and as contained
in Section 3. of the Agreement shall not be enforced by the Agency against the Developer
pursuant to this Amendment No. I and the Developer shall not be required to comply, or be
required to have complied, with any of the dates as set forth therein. It is recognized and agreed
by and between the Agency and the Developer that the matters and the times of performance as
set forth in said Section 3. of the Agreement will be addressed to the mutual satisfaction of the
parties during the period of time that is required to negotiate and prepare the Project DDA. It is
further recognized and agreed by the parties that some of the matters set forth in said Section 3.
may also be included within the Schedule of Performance to be contained in the Project DDA as
may be approved by the Agency and the Developer during or subsequent to the Negotiation
Period.
Section 5. Except as modified or amended by this Amendment No. I, all of the
provisions of the Agreement shall remain in full force and effect following the effective date of
this Amendment No. I.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. I
to the Agreement as of the dates set forth below and this Amendment No. I shall be effective for
all purposes as of the date hereof as set forth in the introductory paragraph hereof.
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:
r:~~
Agency Coun el
DEVELOPER
ICO Fund V, LLC,
a California limited liability company
Date:
By:
Date:
By:
3
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