HomeMy WebLinkAboutR35-Economic Development Agency
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ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
FROM:
Gary Van Osdel
Executive Director
AMENDMENT NO.2 - HUB
DISPOSITION AND DEVELOPMENT
AGREEMENT
SUBJECT:
DATE:
December 3, 2003
ORiGiNAL
Svnopsis of Previous Commission/Council/Committee Action(s):
On May 21, 2001, the Cormnunity Development Commission and/or the Cormnon Council approved the Disposition and
Development Agreement (DDA) between the Redevelopment Agency and SBT Partners, LLC, the EIR and the
Harriman Place Improvement Project Acquisition, Construction and Financing Agreement, authorized an application for
California Infrastructure and Economic Development Bank fmancing, and held the fIrst reading of the Development
Code and General Plan Amendments.
On April I, 2002, the Community Development Commission approved Amendment No. I to the Disposition and
Development Agreement with SBT Partners, LLC.
On June 5, 2003, Redevelopment Committee Members Anderson, Suarez and Estrada unanimously voted to recormnend
that the Cormnunity Development Commission consider this action for approval.
Recommended Motion(s):
(Communitv Development Commission)
MOTION: A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NO. 2 TO THE
DISPOSITION AND DEVELOPMENT AGREEMENT, DATED AS OF MAY 21, 2001, AS
AMENDED, BY AND BETWEEN THE AGENCY AND SBT PARTNERS, LLC
Contact Person(s):
Gary Van Osdel/John Hoeger
IVDA
Phone:
(909) 663-1044
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Ward(s):
Project Area(s)
Supporting Data Attached: Ii! Staff Report Ii! Resolution(s) Ii! Agreement(s)/Contract(s) 0 Map(s) 0 Letters
FUNDING REQUIREMENTS Amount: $
N/A
Source:
N/A
N/A
SIGNATURE:
Commission/Council Notes:
1J2t~('\~ COe. J--z.co.2, - '-Ie.,
P:\Agendas\Comm Dev Conunission\CDC 2003\03-12-15 HUB DDA Amendment No.2 SR.ooc
COMMISSION MEETING AGENDA
Meeting Date: 12/15/2003
Agenda Item Number: 1(35""'
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ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
Amendment No.2 - HUB DisDosition And DeveloDment AlZreement
BACKGROUND:
The final parcels of land for the HUB project have been acquired by the Redevelopment Agency and
are being transferred to the developer. The developer is completing its leasing and sales agreements
with businesses that will occupy the project.
CURRENT ISSUE:
The DDA originally envisioned an orderly development which completed Phase I prior to starting the
development of Phase II. Instead, development of both phases is now proceeding simultaneously. The
DDA therefore requires amendments to allow the Executive Director to certify completion of
individual parcels in whatever order they are completed. This is required for financing purposes and
reflects the fact that some parcels of Phase II will be complete before the completion of all parcels in
Phase I. The Amendment also establishes a performance schedule for Phase II.
ENVIRONMENTAL IMPACT:
None of the changes proposed in Amendment No. 2 affect either the overall project or the
environmental effects that were analyzed in the final Environmental Impact Report that was certified
on May 21,2001.
FISCAL IMPACT:
None.
RECOMMENDATION:
That the Community Development Commission adopt the attached Resolution.
P:\Agendas\Comm Dev Commission\CDC 2003\03-12-15 HUB DCA Amendment No.2 SR.doc
COMMISSION MEETING AGENDA
Meeting Date: 12/15/2003
Agenda Item Number: K3)
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RESOLUTIOCO (,g) Y
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A RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING
THE EXECUTION OF AMENDMENT NO. 2 TO THE DISPOSITION
AND DEVELOPMENT AGREEMENT, DATED AS OF MAY 21, 2001, AS
AMENDED, BY AND BETWEEN THE AGENCY AND SBT PARTNERS,
LLC
WHEREAS, the Inland Valley Development Agency (the "IVDA"), the City of San
Bernardino (the "City") and the Redevelopment Agency of the City of San Bernardino (the
"Agency") have previously entered into an agreement entitled "1999 Redevelopment
Cooperation Agreement," dated as of July I~, 1999, pursuant to which the IVDA, the City and
the Agency have initiated the redevelopment of a potion of the Project Area referred to in the
1999 Redevelopment Cooperation Agreement as the "Agency Implementation Area" and which
area has since been referred to by the Agency as the "HUB Project"; and
WHEREAS, the IVDA has previously designated the City to serve as the "lead agency"
as this term is defined in the California Environmental Quality Act of 1970, as amended,
("CEQA") for the purpose of conducting an environmental review of the HUB Project; and
WHEREAS, the City has certified a Final Environmental Impact Report as of May 21,
2001 (the "FEIR") for the HUB Project, in accordance with CEQA; and
WHEREAS, the HUB Project, as analyzed in the FEIR includes the following key
elements:
(i) the realignment and construction of a new public street improvement
project referred to in the FEIR as the Harriman Place Improvement Project;
(ii) the assembly and acquisition of public street right-of-way for the
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Harriman Place Improvement Project;
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(iii) the assembly of land for the redevelopment of a new commercial retail
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shopping center to be undertaken by SBT Partners, LLC, a California limited liability company
(the "Developer") the Developer; and
WHEREAS, the Agency has previously approved and executed the Disposition and
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Development Agency, dated as of May 21,2001, (the "HUB Project DDA") by and between the
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Developer and the Agency; and
WHEREAS, the Agency and the Developer seek to facilitate permanent development
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financing by providing Certificates of Completion as individual retail buildings are completed.
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NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE
CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS
FOLLOWS:
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Section I.
The Commission as the governing board of the Agency hereby finds that
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the technical modifications to the proposed uses and financing for the HUB Project, as approved
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., by the adoption of this Resolution, do not have any significant environmental impacts and do
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not constitute any material change to the elements of the HUB Project analyzed in the FEIR for
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the HUB Project. Accordingly no further consideration under CEQA is required for the HUB
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Project or the FEIR at this time.
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Section 2.
The Agency hereby approves Amendment No. 2 to the HUB Project
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DDA in the form as on file with the Agency Secretary. The Executive Director of the Agency
is hereby authorized and directed to execute Amendment No. 2 to the HUB Project DDA on
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behalf of the Agency.
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Section 3.
The Resolution shall become effective immediately upon its adoption.
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7 thereof, held on the day of
8 Commission Members: Aves
9 ESTRADA
LONGVILLE
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A RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING
THE EXECUTION OF AMENDMENT NO. 2 TO THE DISPOSITION
AND DEVELOPMENT AGREEMENT, DATED AS OF MAY 21, 2001, AS
AMENDED, BY AND BETWEEN THE AGENCY AND SBT'PARTNERS,
LLC
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I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the
6 Community Development Commission of the City of San Bernardino at a
meeting
,2003, by the following vote to wit:
Navs
Abstain
Absent
Secretary
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The foregoing resolution is hereby approved this
day of
,2003.
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Judith Valles, Chairperson
Community Development Commission
ofthe City of San Bernardino
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By:
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AMENDMENT NO.2 TO
DISPOSITION AND DEVELOPMENT AGREEMENT
(TIPPECANOE STUDY AREA: HUB PROJECT)
THIS AMENDMENT NO.2. TO DISPOSITION AND DEVELOPMENT
AGREEMENT ("Amendment No.2") is dated as of September 2, 2003, by and between SBT
Partners, LLC, a California limited partnership (the "Developer") and the Redevelopment
Agency of the City of San Bernardino (the "Agency") and is entered into in light of the
following facts:
-- RECrT ALS --
WHEREAS, the parties to this Amendment No. 2 have previously entered into that
certain Disposition and Development Agreement, dated as of May 21, 2001, as amended by
Amendment No.1, dated as of April I, 2002 (herein, the "Agreement"); and
WHEREAS, the parties wish to acknowledge their mutual acceptance of certain technical
modifications to the Agreement in view of the present status of the efforts of the Agency, in
cooperation with the Inland Valley Development Agency (the "IVDA") to assemble the lands
included in the "Phase II Site", as this term is defined in the Agreement, and in view of the
present status of the efforts of the Developer to cause the redevelopment of the "New Store" on
the "Phase I Site", as these terms are defined in the Agreement, to be completed.
NOW THEREFORE THE DEVELOPER AND THE AGENCY DO HEREBY AGREE
AS FOLLOWS:
Section I. Unless the context of the usage of a particular word or phrase may
otherwise require, words and phrases used in this Amendment No. 2 shall have the same
meaning as set forth in the Agreement.
Section 2. The parties hereby acknowledge and agree that as of the date on which
this Amendment No.2 has been fully executed by the parties, that no breach or default exists
under the Agreement and that the Agreement is in full force and effect.
Section 3. The Schedule of Performance (Attachment No.6 to the Agreement) for
the Phase I Project is hereby amended by the annexation and incorporation into such Schedule of
Performance a schedule for the redevelopment of the Phase II Project in the form attached to this
Amendment No.2 as Exhibit "A" and incorporated herein by this reference.
Section 4.
Section 3.7 of the Agreement is hereby amended to read as follows:
"SECTION 3.7
Certificate of Completion.
(a) Upon substantial completion of the relevant phases of the Project, the
Executive Director of the Agency shall prepare a Certificate of Completion substantially
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in the form of Attachment No. II, within thirty (30) days following receipt by the
Executive Director of the Agency of a written request therefore by the Developer. Upon
the request of the Developer, the Executive Director of the Agency shall issue one or
more Certificates of Completion when the Developer has completed (or caused third
party tenant.s to so complete) the improvements as follows:
(i) upon completion of the New Store for the parcel included in the Phase I
Site on which the New Store is situated;
(ii) upon completion of the other portions of the Phase I or Phase II Site; for
each parcel on which a structure has been substantially completed,
provided that the New Store has been completed under (i), above.
The word "parcel" as used in the preceding paragraph, means and refers to a
parcel of land created by a final subdivision or parcel map of the Phase I Site and/or the
Phase II Site or portions thereof as applicable following the close of the Site Transfer
Escrow for the Phase I Site and/or the Site Transfer Escrow for the Phase II Site, as
applicable, which the Developer shall have caused to be recorded for the portion of the
Phase I Project and/or Phase II Project for which such a Certificate of Completion may be
requested.
The Certificate of Completion shall evidence a conclusive determination by the
Agency of satisfactory completion of the improvement of the Projects, as applicable, by
the Developer. After the recordation of the Certificate of Completion by the Agency,
neither the Developer, nor any party then owning or thereafter purchasing, leasing or
otherwise acquiring any interest in the Developer Lands shall (because of such
ownership, purchase, lease or acquisition) have any further obligation or liability under
this Agreement for matters arising prior to the date of recordation of the Certificate of
Completion or thereafter; provided however, that the covenants contained in Section 4.1
through Section 4.4, shall bind each successor in interest of the Developer in the portions
of the Phase I Site and/or the Phase II Site, as applicable, as covenants which run with the
land.
(b) If the Executive Director of the Agency seeks to withhold the execution of
Certificate of Completion, then the Executive Director of the Agency shall, within said
thirty (30) days of the date of the written request for the issuance of a Certificate of
Completion provide to the Developer a written statement setting forth the reasons with
respect to the Executive Director's refusal or failure to prepare and execute a Certificate
of Completion. The statement shall also contain a detailed description of the action the
Developer must take to obtain a Certificate of Completion. If the reason for such refusal
is confined to minor building "punch list" items, the Executive Director of the Agency
shall issue a Certificate of Completion conditioned upon the delivery of cash or other
reasonably acceptable surety in an amount and terms subject to the reasonable approval
of the Executive Director.
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No such Certificate of Completion of the Agency shall be deemed to constitute a
notice of completion as referred to in Section 3093 of the California Civil Code."
Section 5. The form of the Certificate of Completion as referenced in Section 3.7 of
the Agreement, as amended by Section 4 of this Amendment No.2, is attached hereto as Exhibit
"B",
Section 6. Upon the mutual execution of this Amendment No.2, the Agreement, as
hereby amended shall be in full force and effect. This Amendment No.2 may be executed by the
parties in counterparts and when fully executed, each counterpart shall be deemed to be part of
one original instrument.
DEVELOPER
SBT Partners, LLC, a California limited liability
company
Date:
By:
Stephen C. Hopkins
Its: Partner
AGENCY
Redevelopment Agency of the City of San
Bernardino
Date:
By:
Gary Van Osdel
Executive Director
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EXHIBIT "A"
SUPPLEMENT TO CERTIFICATE OF
COMPLETION FOR THE PHASE II PROJECT
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Item: Description
Developer submit plans to ORe for DPII hearing
2 Developer commence working drawings
SCHEDULE OF PERFORMANCE
PHASE II
3 Developer submit Phase 2 site improvement plans for Plan ~heck
5 Completion of site work improvements
4 Developer commence Phase 2 site improvements
6 Opening of Phase II for retail operations
EXHIBIT "A"
Due Date
45 days after aU property transferred to Developer
10 days after ORe appeal period terminates
60 days after commencement of working drawings
10 days after issuance of permits
120 days after commencement of site work
270 days after commencement of site work
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EXHIBIT "8"
GENERAL FORM OF CERTIFICATE OF COMPLETION
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Attachment No. 11
[General Form - Specific From Subject to Developer's
Completed Redevelopment of Specific Parcel in
Either Phase I Site or Phase II Site, As Applicable]
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Redevelopment Agency of the
City of San Bernardino
Ann: Executive Director
201 North "E" Street
Suite 301
San Bernardino, California 92401
SPACE ABOVE LINE IS FOR RECORDER'S USE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
CERTIFICATE OF COMPLETION
(HUB PROJECT)
The undersigned officer of the Redevelopment Agency of the City of San Bernardino (the
"Agency"), hereby certifies as follows:
Section I. Pursuant to that certain Disposition and Development Agreement dated as
of May 21, 2001, as amended (the "Agreement") by and between SBT Partners, LLC, a
California limited liability company (the "Developer") and the Agency, the Developer agreed to
undertake the redevelopment of certain real property situated in the City of San Bernardino,
California, as more particularly described in Exhibit "A" attached hereto and incorporated herein
by this reference (the "Parcel"). Capitalized terms used and not otherwise defined herein shall
have the meanings set forth for them in the Agreement.
Section 2. The Agency has conclusively determined that the redevelopment of the
Parcel, as required under the Agreement has been fully and satisfactorily performed and
completed, excluding any normal and minor building "Punchlist" items.
Section 3. This Certificate of Completion shall constitute the Agency's conclusive
determination of the Developer's full and satisfactory completion of the redevelopment and
improvement of the Parcel in accordance with the terms and conditions ofthe Agreement and the
Developer's full and satisfactory performance of all of its obligations under this Agreement with
respect to the Parcel, including without limitation any and all buildings and any and all parking,
4845-9934.9760.\
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landscaping and related improvements necessary to support the use of the Parcel or which meet
the requirements applicable to such buildings and improvements on the Parcel.
Section 4. This Certificate of Completion does not affect any other parcel of land in
the Project and is specific to the Parcel, only.
Section 5. This Certificate of Completion shall not modify or affect any of the
provisions in that certain Quitclaim Deed, dated , 200 , executed by the
Agency in favor of the Developer, and recorded on ,2002_ as Instrument No.
in the Official Records of San Bernardino County, California.
IN WITNESS WHEREOF, the Agency has executed this Certificate of Completion on
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AGENCY
Redevelopment Agency of the City of San
Bernardino, a body corporate and politic
By:
Executive Director
APPROVED AS TO FORM:
By:
Agency Counsel
4845.9934.9760.1
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CITY OF SAN BERNARDINO
Interoffice Memorandum
CITY CLERK'S OFFICE
Records and Information Management (RIM) Program
DATE:
December 22, 2003
TO:
Margaret Parker, Secretary
FROM:
Michelle Taylor, Senior Secretary
RE:
Transmitting Documents for Signature - Resolution CDC/2003-46
At the Mayor and Common Council meeting of December 15, 2003, the City of San Bernardino
adopted Resolution CDC/2003-46 - Resolution authorizing the execution of Amendment No. 2 to
the Disposition and Development Agreement, dated as of May 21, 2001, as amended, by and
between the Agency and SBT Partners, LLe.
Attached is one (1) original agreement (with three signature pages). Please obtain signatures in
the appropriate location and return one original agreement to the City Clerk's Office as soon as
possible, to my attention.
If you have any questions, please do not hesitate to contact me at ext. 3206. Thank you.
Michelle Taylor
Senior Secretary
I hereby acknowledge receipt of the above mentioned documents.
Signed:
lJ:;~hJ
Please sign and return
Date:
ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
INTER-OFFICE MEMORANDUM
FROM:
Michelle Taylor, Senior Secretary, City Clerk's Office
f)
, f{\ \ Margaret Parker, Secretary
TO:
SUBJECT:
Executed Document
DATE:
January 9,2004
Enclosed is the fully executed Amendment pertaining to the following resolution:
CDC/2003-46
Amendment No.2 to Disposition and Development Agreement
(Tippecanoe Study Area: HUB Project)
Please let me know if you have any questions.
Thank you,
Margaret
Enclosure
cc: Barbara Lindseth (with Original Executed Amendment)
Barbara Sharp (with Copy of Amendment)
Colin Strange (with Copy of Amendment)
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** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Adopted):
Vote: Ayes /-(.:,
(2- IS U~ Item # 'e 35 Resolution #
Nays...e-- Abstain --G-
C fXCf2 C()3-lJ (,.
Absent 'I
Change to motion to amend original documents:
Reso. # On Attachments: ,,/ Contract term: --
Note on Resolution of Attachment stored separately: -
Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY
Date Sent to Mayor: \ 2- \,-0 Q.,
Date of Mayar's Signature: \J - \~ -0 2,
Date of Clerk/CDC Signature: \;). - \ ~ 03
Null/Void After:-
By:
Reso. Log Updated: ,~
Seal Impressed:
.----
Date Memo/Letter Sent for Signature:
60 Day Reminder Letter Sent on 30th day:
90 Day Reminder Letter Sent on 45th day:
See Attached: /Date Returned: 1- '1 - 0'1
See Attached:
See Attached:
Id-'>~-o",>
Request for Council Action & Staff Report Attached:
Updated Prior Resolutions (Other Than Below):
Updated CITY Personnel Folders (6413, 6429, 6433, 10584, 10585, 12634):
Updated CDC Personnel Folders (5557):
Updated Traffic Folders (3985, 8234, 655, 92-389):
Copies Distributed to:
City Attomey
Parks & Rec.
Code Compliance Dev. Services
Police Public Services Water
Notes:
Yes /' No
Yes No .-/
Yes No~
Yes :~.
Yes
EDA/
Finance
MIS
BEFORE FILING. REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE
YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term. etc.)
Ready to File: _
Date:
Revised 01112/01
Others: