HomeMy WebLinkAboutR35-Economic Development Agency
EC'ONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
REOUEST FOR COMMISSION/COUNCIL ACTION
FROM:
ANN HARRIS SUBJECT:
~~:i:~~a~i~~iness Recruitment, ReteOR I GINA L
May 10, 1999
PREMISPARTNERS
(RUSS HA TLE) -
AMENDMENT #2
DATE:
SvnoDsis of Previous Commission/Council/Committee Action(s):
On October 8, 1997, the Redevelopment Committee recommended that the Commission consider a revision in the
sales price in the DDA based upon actual costs for flood proofmg requirements but not to exceed $333,500. Further
that the property be reappraised to include any recent changes in market rental rates and property values.
On November 7, 1996, the Community Development Commission and the Mayor and Common Council adopted
resolutions making fmdings and authorizing execution of a Disposition and Development Agreement (DDA) by and
between the Redevelopment Agency and Premis Partners in the Northwest Redevelopment Project Area.
Recommended Motion(s):
(Community DeveloDment Commission)
MOTION: . RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION APPROVING AND
AUTHORIZING THE EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY TO
EXECUTE AMENDMENT NO.2 TO THE DISPOSITION AND DEVELOPMENT
AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO AND PREMIS PARTNERS
Contact Person(s): Ann Harris
Phone:
5081
Project Area(s):
Northwest (NW)
Ward(s): Six (6)
Supporting Data Attached: 1&1 Staff Report [jj Resolution(s) liiI Agreement(s)/Contract(s) I!D Map(s) 0 Ltr/Memo
. Amo : $N/A
Source:
N/A
tZ~
Business Recruitment, Retention &
Revitalization
Budget Authority:
SIGNATURE:
Commission/Council Notes:
ABH:vnh:AMENDMENT #2 HA TLE
COMMISSION
MEETING AGENDA
MEETING DATE: 05/17/1999
Agenda Item Number: 1! ~
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
Premis Partners (Russ Batie) Amendment # 2
In November of 1996, the Commission authorized execution of a Disposition and Development
Agreement with Premis Partners (Russ Hatle) for the purchase and development of18.75 acres of
Agency owned industrial property at 5414 Hallmark Parkway, located in the Northwest
Redevelopment Project Area. The original purchase price was $807,000.00.
On October 8, 1997, the Commission amended the DDA adjusting the sales price of the land
based on the actual costs for flood control requirements not to exceed $333,500.00.
Premis Partners are prepared to pay the Agency cash and close on the property. Escrow will
open on May 19, 1999 and close by May 30, 1999. Upon closing of escrow the agency will
receive $473,500.00 from the buyer as previously agreed sale price of property at 5414 N
Hallmark Parkway.
Site plans, elevations, renderings, preliminary grading plans, preliminary drainage plan and utility
plans have been submitted and approved by the Design Review Committee. The developer plans
on building several smaller building as opposed to one 200,000 square foot building as previously
proposed. This will reduce the flood control cost on the project, and the Agency will be paid in
cash the difference of the actual flood control cost and the $333,500.00 allowed through the
reduced selling price upon completion of the project. Also the buyer is paying cash for the land
transaction and does not require the Agency to participate in financing.
As the sale of this property and the conveyance of title to this property at 5414 N Hallmark
Parkway is tied to the loan guarantee on Mr. Hatles behalf on the property at 440 West Court,
there will be two escrows. An Escrow Letter Agreement giving specific escrow instructions to
guarantee that the Agency is released from the loan guarantee on property 440 West Court before
the transfer of title on 5414 N Hallmark Parkway. ( see specific escrow instructions on previous
agenda item 440 West Court Street.)
To complete this transaction the DDA requires amending to reflect the change of closing date, the
site plan adjustments and to allow the developer to pay cash for the transaction.
Based on the foregoing, staff recommends the adoption of the Resolution approving the
amendments to t~
~ .
ANN HARRIS, Director Business
Recruitment, Retention & Revita1ization
ABH
COMMISSION MEETING AGENDA
MEETING DATE: '5lr
Agenda Item # ~ r
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RESOLUTION NO.
RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION APPROVING AND AUTHORIZING THE
EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY
TO EXECUTE AMENDMENT NO. 2 TO THE DISPOSITION
AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO AND PREMIS PARTNERS
WHEREAS, the Community Development Commission of the City
of San Bernardino (the "Commission") is the governing body of the
Redevelopment Agency of the City of San Bernardino (the "Agency'),
a public body of the State of California, organized and existing
pursuant to the Community Redevelopment Law (Health and Safety Code
Section 33000, ~ ~.); and
WHEREAS, the Agency and Premis Partners, a California
limi ted partnership (the" Developer"), previously entered into that
certain Disposition and Development Agreement dated November 7,
1996, pertaining to the disposition and development of certain real
property located within the State College Redevelopment Project
Area (the" Property"); and
WHEREAS, pursuant to the above-referenced Disposition and
Development Agreement, the Agency agreed to sell the Property to
cause the construction thereon of an approximately 200,000 square
foot warehousing. and distribution facility, as more fully described
in said Disposition and Development Agreement; and
SBEO/0001/00C/3491
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WHEREAS, the above-referenced Disposition and Development
2 Agreement provides that the purchase price of the Property shall be
3 Eight Hundred Seven Thousand Dollars ($807,000) (the" Purchase
4 Price"); and
5
6 WHEREAS, on April 6, 1998, Section 2.02 of the above-
7 referenced Disposition and Development Agreement was amended by
8 Amendment No. 1 (said Disposition and Development Agreement amended
9 by Amendment No. 1 is hereinafter referred to as the "DDA") to
10 enable the Developer to incur the costs associated with flood
11 control improvements necessary to develop the Property as provided
12 in the DDA, by providing that the Purchase Price be reduced by an
13 amount equal to the actual costs of such. flood control
C::14 improvements, but in no event by more than Three Hundred Thirty-
15 Three Thousand Five Hundred Dollars ($333,500); and
16
17
WHEREAS, the Developer desires to move forward with the
18 purchase of the Property and open escrow on the Property in
19 accordance with the DDA; and
20
21
WHEREAS, in order for the Developer to purchase the
22 Property at this time the Agency and the Developer desire to
23 further amend the DDA and enter into that certain Amendment No. 2
24 to the DDA attached hereto and incorporated herein by this
25 reference as Exhibit" A" (the" Second Amendment") .
26
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NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION
2 ACTING ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
3 BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
4
5
Section 1.
The Commission hereby approves the Second
6 Amendment attached hereto as Exhibit ~A."
7
8
Section 2.
The Executive Director of the Agency is
9 hereby authorized to execute the Second Amendment on behalf of the
10 Agency in substantially the form attached hereto, together with
11 such changes therein as may be approved by the Executive Director
12 and Agency Special Counsel. The Executive Director or such other
13 designated representative of the Agency is further authorized to do
~ 14 any and all things and take any and all actions as may be deemed
15 necessary or advisable to effectuate the purposes of the Second
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16 Amendment including executing any certificates, notes, deeds,
17 agreements or other documents.
18 III
19 III
20 III
21 III
22 III
23 III
24 III
25 III
26
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C14
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RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION APPROVING AND
AUTHORIZING THE EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY TO
2 EXECUTE AMENDMENT NO. 2 TO THE DISPOSITION AND DEVELOPMENT
AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO AND PREMIS PARTNERS
3
4
5
Section 3. This Resolution shall take effect upon the
6 date of its adoption.
7
8
I HEREBY CERTIFY that the foregoing Resolution was duly
9 adopted by the Community Development Commission of the City of
10 San Bernardino at a
meeting thereof, held on
11 the
day of May, 1999, by the following vote, to wit:
12 Commission Members:
~
lli11S.
ABSTAIN
ABSENT
13
ESTRADA
LIEN
McGINNIS
SCHNETZ
DEVLIN
ANDERSON
16 MILLER
17
18 Secretary
19 The foregoing Resolution is hereby approved this
day of May, 1999.
20
21
22
23
24 By:
25
26
Judith Valles, Chairperson
Community Development Commission
of the City of San Bernardino
gal content:
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STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO
2 CITY OF SAN BERNARDINO
ss
3 I, Secretary of the Community
Development Commission of the City of San Bernardino, DO HEREBY
4 CERTIFY that the foregoing and attached copy of Community
Development Commission of the City of San Bernardino Resolution
5 No. is a full, true and correct copy of that now on file
in this office.
6
IN WITNESS WHEREOF, I have hereunto set my hand and
7 affixed the official seal of the Community Development Commission
of the City of San Bernardino this day of May, 1999.
8
9
10
11
12
13
Secretary of the
Community Development Commission
of the City of San Bernardino
SBEO/0001/DOC/3491
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C 1 EXHIBIT "A"
2 AMENDMENT NO. 2 TO DDA
3
4 [TO BE ATTACHED]
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AMENDMENT NO. 2 TO
DISPOSITION AND DEVELOPMENT AGREEMENT
[Premis Partners]
THIS AMENDMENT NO. 2 is entered into this day of
May, 1999, by and between the Redevelopment Agency of the City of
San Bernardino (the "Agency") and Premis Partners, a California
limited partnership (the "Developer").
WHEREAS, the Agency and the Developer previously entered
into that certain Disposition and Development Agreement dated
November 7, 1996 pertaining to the disposition and development of
certain real property located within the State College
Redevelopment Project Area (the "Property"); and
WHEREAS, in connection with the execution of the above-
referenced Disposition and Development Agreement, the Agency agreed
to sell the Property in order to cause the construction thereon of
an approximately 200,000 square foot warehousing and distribution
facility, as more fully described in said Disposition and
Development Agreement; and
WHEREAS, Section 2.02 of the above-referenced Disposition
and Development Agreement provides that the purchase price of the
Property shall be Eight Hundred Seven Thousand Dollars ($807,000)
(the "Purchase Price"); and
WHEREAS, on April 6, 1998, Section 2.02 of the above-
referenced Disposition and Development Agreement was amended by
Amendment No. 1 (said Disposition and Development Agreement as
amended by Amendment No.1 hereinafter referred to as the "DDA")to
enable the Developer to incur the costs associated with flood
control improvements that needed to be made to develop the Property
as provided in the DDA by providing that the Purchase Price be
reduced by an amount equal to the actual costs of such flood
control improvements, but in no event by more than Three Hundred
Thirty-Three Thousand Five Hundred Dollars ($333,500); and
WHEREAS, the Developer desires to move forward with the
purchase of the Property at this time; and
WHEREAS, the Agency and the Developer desire to open
escrow on the Property, in accordance with Section 2.04 of the DDA,
as amended; and
SBEO/0001/DOC/3484
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~ WHEREAS, certain amendments to the DDA are necessary and
appropriate in connection with the purchase of the Property by the
Developer at this time.
NOW, THEREFORE, in consideration of the premises and such
other good and valuable consideration, receipt of which is
acknowledged by the parties, the parties hereto agree as follows:
Section 1. Except as hereby amended, the DDA is in
all respects ratified and confirmed and all of the terms,
provisions and conditions thereof shall be and remain in full force
and effect.
Section 2. Except as otherwise provided herein, all
terms not otherwise defined in this Amendment No. 2 shall have the
same meanings in this Amendment No. 2 as those terms are given in
the DDA.
Section 3. The second paragraph of Section 2.02 of
the DDA is amended in its entirety to read as follows:
o
"The Purchase Price shall be reduced by Three
Hundred Thirty-Three Thousand Five Hundred
Dollars ($333,500) in order to facilitate the
improvement of the Property by the Developer
in such a manner as to prevent water run-off
and flooding problems; provided, however, that
the Agency shall be entitled to receive from
the Developer upon the completion of the flood
control and water runoff improvements
necessary in connection with the development
of the Property ("flOod control and water
runoff improvements"), but in no event later
than May __, 200_, that sum which is equal to
the difference between the actual costs of the
flood control and water runoff improvements
and Three Hundred Thirty-Three Thousand Five
Hundred Dollars ($333,500) (the "Agency
Loan"). The Agency Loan shall be secured by a
second deed of trust on the Property in
substantially the form attached to this
Amendment No.2. The Developer shall,
consistent with prudent development practices,
use best efforts in effecting the flood
control and water runoff improvements to
reduce the actual costs of such improvements.
The actual amount of the Agency Loan shall be
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determined by the submission to the Agency by
the Developer of documentation reasonably
satisfactory to the Agency of the costs of the
flood control and water runoff improvements."
Section 4. Section 2.03 of the DDA shall be amended
to delete the condition precedent to the opening of escrow set
forth in subsection e. of said Section 2.03.
Section 5. Section 2.04 a. of the DDA shall be
amended to read in its entirety as follows:
"The Agency and the Developer agree to
establish an escrow for the purchase and sale
of the Property at First American Title
Insurance Company, San Bernardino, California;
Telephone: (909) 889-0311; Attention:
(the "Escrow Agent"). The
escrow shall be opened no later than May 19,
1999."
Section 6. Section 2.04 b. of the DDA shall be
amended to read in its entirely as follows:
"The Agency has caused a Preliminary Title
Report to be prepared and issued by First
American Title Insurance Company (the "Title
Company"), which Preliminary Title Report has
been reviewed and approved by the Agency and
the Developer. Following the opening of
escrow as set forth above, the Agency shall
cause the Title Company to issue through
escrow an updated title report ("Title
Report"). The Escrow Agent shall provide the
Agency and the Developer with copies of the
final Title Report."
Section 7. Section 2.05 a. of the DDA shall be
amended to read in its entirety as follows:
"Subject to the conditions set forth in
Section 2.08 hereof and to any mutually agreed
upon written extension of time or extensions
otherwise authorized by this Agreement,
conveyance to the Developer of title to the
Property in accordance with the provisions of
this Section and Section 2.07 of this
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Agreement shall be completed wi thin thirty
(30) days of the opening of escrow ("Close of
Escrow"). The Agency and the Developer agree
to perform all acts necessary for conveyance
of title to the Property, in the form and to
the extent required herein, in sufficient time
for title to be conveyed in accordance with
this provision.
Section 8. Section 2.05 c. of the DDA shall be
amended to read in its entirety as follows:
"The acquisition of the Property or
acquisition of any parcels comprising
Property by the Developer must occur by
30, 1999."
the
the
June
Section 9. Section 2.05 of the DDA shall be amended
to read in its entirely as follows:
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"Condition of Title. The Title to the
Property conveyed by the Agency to the
Developer shall be a marketable title free and
clear of encumbrances and exceptions, except
for: (a) the agreement, covenants and
condi tions of this Agreement and the Grant
Deed, (b) such pre-existing easements or
rights-of-way as may be shown on the Title
Report and (c) real property taxes for the
fiscal year in which the escrow closes which
constitute a lien not yet payable."
Section 10. Section 2.08 a) of the DDA shall be
amended by deleting subsection 5 thereof.
Section II. Section 2.15 a. of the DDA shall be
amended in its entirety to read as follows:
"As a condition to the close of Escrow, the
Developer shall submit to the Agency evidence
reasonably satisfactory tothe Agency that the
Developer has obtained sufficient equity
capital and firm and binding commitments for
land purchase financing, as may be necessary
for the purchase of the Property in accordance
with this Agreement. In lieu of the foregoing,
the Developer may submit evidence to the
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Agency that it has sufficient funds of its own
for the purposes set forth in this Section."
Section 12. Section 2.15 b. 1. of the DDA is hereby
amended to read in its entirety as follows:
"Copies of all land purchase financing
commitments received by the Developer; and"
Section 13. Section 2.16 of the DDA is hereby amended
as follows: (i) the heading "Pre-Disoosition Consideration" is
deleted and the heading "LiQuidated Damaaes: Comoensation for
Expenses. Time and Effort" is inserted; (ii) the first paragraph of
Section 2.16 is deleted in its entirety.
Section 14. Section 3.04 of the DDA is hereby amended
by deleting the heading and the text and inserting the word
"RESERVED".
Section 15. This Amendment No. 2 may be executed in
counterparts, each of which shall be an original, and all of which
shall constitute but one and the same instrument.
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~ IN WITNESS WHEREOF, the parties hereto have duly executed
this Amendment No. 2 as of the date first above written.
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REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By:
ATTEST:
Agency Secretary
PREMIS PARTNERS, a California
limited partnership
By: Imprimis LLC, a Colorado
limited liability company
Its General Partner
By:
Its Manager
SBEO/0001/DOC/3484
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CITY OF SAN BERNARDINO
INTEROFFICE MEMORANDUM
CITY CLERK'S OFFICE
RECORDS & INFORMATION MANAGEMENT (RIM) PROGRAM
Date: May 20,1999
To: Gary Van Osdel, Executive Director, Economic Development Agency
From: Melanie Miller, Senior Secretary
Re: Transmittal for signature - Resolutions from 05/17/199 meeting
Attached are the following:
Original documents:
Resolution CDC 1999-14
Resolution CDC 1999-15
Resolution CDC 1999-17
Please obtain signatures where indicated on all copies.
Please return the executed original 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. 3212. Thank you.
Rachel Clark
City Clerk
By: Melanie Miller
Date:
~
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to ~
II
I hereby acknowledge receipt of the above mentioned documents.
Signed: ./l 1 J /'
tit)
RC:mam
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CITY OF SAN BERNARDINO
INTEROFFICE MEMORANDUM
CITY CLERK'S OFFICE
RECORDS & INFORMATION MANAGEMENT (RIM) PROGRAM
Date: May 20, 1999
To: Gary Van Osdel, Executive Director, Economic Development Agency
From: Melanie Miller, Senior Secretary
Re: Transmittal for signature - Resolutions from 05/17/199 meeting
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ution CDC 1999-14
ution CDC 1999-15
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o the City Clerk's Office as soon as possible, to my attention.
) not hesitate to contact me at ext. 3212. Thank you.
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