HomeMy WebLinkAboutR44-Economic Development Agency CITY OF SAN BERNARDINO ORIGINAL
ECONOMIC DEVELOPMENT AGENCY
FROM: Emil A.Marzullo SUBJECT: Amendment No. 1 to the Disposition and
Interim Executive Director Development Agreement—El Paseo Petroleum,
LLC (Mt. Vernon Corridor Redevelopment
Project Area)
DATE: June 9.2008
Synopsis of Previous Commission/Council/Committee Action(s):
On November 2, 2004, Redevelopment Committee Members Estrada and Longville unanimously voted to recommend that the
Community Development Commission consider the Disposition and Development Agreement for approval.
On June 5, 2008,Redevelopment Committee Members Estrada, Johnson and Baxter unanimously voted to recommend that the
Community Development Commission consider this action for approval.
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Recommended Motion(s):
(Community Development Commission)
Resolution of the Community Development Commission of the City of San Bernardino approving and authorizing the
Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute
Amendment No. 1 to the Disposition and Development Agreement by and between the Agency and El Paseo Petroleum,
LLC("Developer")(Mt. Vernon Corridor Redevelopment Project Area)
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Contact Person(s): Mike Trout Phone: (909)663-1044
Mt.Vernon Corridor
Project Area(s):- Redevelopment Project Area Ward(s): I"
Supporting Data Attached: 0 Staff Report Z Resolution(s) El Agreement(s)/Contract(s) ❑Map(s) O Letter(s)
FUNDING REQUIREMENTS: Amount: $ -0- Source: N/A
Budget Authority: N/A
SIGNATURE: Fiscal Revi w:
I ind A. arzullo, erin we Director arbara h, Administr we Se ices Director
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Commission/Council Notes:
No .4 nM o
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P: M,0- i,,—TDC 2WX--164M El Pin K1,,4 am,.tic.uun Amu,amov N,,.I SRA'. COMMISSION MEETING AGENDA
Meeting Date: 06/16/2008
Agenda Item Number: kqy
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
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AMENDMENT NO. 1 TO THE DISPOSITION AND DEVELOPMENT AGREEMENT -
EL PASEO PETROLEUM, LLC
(MT. VERNON CORRIDOR REDEVELOPMENT PROJECT AREA)
BACKGROUND:
On January 10, 2005, the Community Development Commission of the City of San Bernardino
("Commission") approved a Disposition and Development Agreement ("Agreement") and a Lease
Agreement ("Lease") with El Paseo Petroleum, LLC ("Developer") for the development of an ARCO
gas station, AM/PM convenience store and a car wash on the northwest corner of 51" Street and Mt.
Vernon Avenue along with the appropriate off-site improvements ("Project").
CURRENT ISSUE:
All actions necessary for the Developer to proceed with the development of the Project have now been
completed and the Developer is ready to obtain construction financing and begin the construction. Per
Section 3.1 of the Agreement, the Agency agreed to subordinate the Lease to a Construction Loan
Deed of Trust for a maximum loan amount of$2,019,000.
However, on June 5, 2008, the Agency was made aware that the loan amount had increased from
$2,019,000 to $2,850,000. As a result, the Agreement would need to be amended to reflect the new
construction loan amount prior to the Developer obtaining funding for the construction of the Project.
The Developer has requested that the Agreement be amended to allow the maximum construction loan
amount to be increased from $2,019,000 to $2,850,000. The affected Section of the Agreement are as
follows: Recital O; Section 1.1; Section 2.6; Section 3.1; Section 3.2; Section 6.12; Exhibit
Recital H and Section 7.2 of Exhibit "C". All other terms and conditions of the Agreement will remain
unchanged.
ENVIRONMENTAL IMPACT:
None.
FISCAL IMPACT:
None.
RECOMMENDATION:
That the Community Development Commission adopt the attached Resolution.
Emil A. Marzullo,-Tn-Te-i4m Executive Director
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P:•AEaulnsConuu D,Cuuunu.6nH('D(21RM06-16-08 El P.—Ku,4—n,LLC.DDA-Any 1 I N,I SRA,K COMMISSION MEETING AGENDA
Meeting Date: 06/16/2008
Agenda Item Number:
1 RESOLUTION NO.
2
3 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO APPROVING AND
4 AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
5 ("AGENCY") TO EXECUTE AMENDMENT NO. 1 TO THE DISPOSITION
6 AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE AGENCY
AND EL PASEO PETROLEUM, LLC ("DEVELOPER") (MT. VERNON
7 CORRIDOR REDEVELOPMENT PROJECT AREA)
8 WHEREAS, on January 10, 2005, the Community Development Commission of the City of
9 San Bernardino (the "Commission") adopted Resolution No. CDC/2005-2, approving the
10
Disposition and Development Agreement (the "Agreement') between the Redevelopment Agency
11
of the City of San Bernardino ("Agency") and El Paseo Petroleum, LLC ("Developer"), for the
12
13 purposes of effecting the development of an ARCO gas station, AM/PM convenience store and a car
14 wash (the "Project') on the northwest corner of 5`h Street and Mt. Vernon Avenue in the City of San
15 Bernardino; and
16 WHEREAS, the Agency was required to take certain actions necessary, including the
17 acquisition of six (6) parcels, to assist the Developer in the development of the Project; and
18
WHEREAS, the Agency has completed the necessary actions required to assist the
19
Developer in the development of the Project; and
20
21 WHEREAS, the original estimated maximum construction loan amount, approved in the
22 Agreement, was $2,019,000; and
23 WHEREAS, the Developer has informed the Agency that the construction loan amount has
24 increased from $2,019,000 to $2,850,000; and
25 WHEREAS, the Agency and the Developer desire to increase the maximum construction
26 loan amount from $2,019,000 to $2,850,000 by executing Amendment No. 1 (the "Amendment') to
27 the Agreement in order for the Developer to receive the necessary construction funds and proceed
28 with the Project.
P:Agendas Resolutions Resolutions 2003 06-16-03 EI Pasco Petroleum.LLC.DDA-Amendment No.I CDC Reso.doc
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i
Now
1 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE
2 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS
3 FOLLOWS:
4 Section 1. The Commission hereby approves Amendment No. 1 to the Agreement by
5 and between the Agency and the Developer in the form as attached hereto and as presented to the
6 Commission upon adoption of this Resolution, and the Commission hereby authorizes the Interim
7 Executive Director of the Agency to execute Amendment No. I on behalf of the Agency together
8 with such technical and conforming changes as may be recommended by the Interim Executive
9 Director of the Agency and approved by the Agency Counsel.
10 Section 2. This Resolution shall take effect from and after its date of adoption by this
11 Commission.
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
P:Agendas Resolutions.Resolutions 2008.06-16-08 El Paseo Petroleum.LLC.DDA-Amendment No.I CDC Reso.doc
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I RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO APPROVING AND
2 AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE
3 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("AGENCY") TO EXECUTE AMENDMENT NO. I TO THE DISPOSITION
4 AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE AGENCY
AND EL PASEO PETROLEUM, LLC ("DEVELOPER") (MT. VERNON
5 CORRIDOR 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 meeting
8 thereof, held on the day of , 2008,by the following vote to wit:
9 Commission Members: Ayes Nays Abstain Absent
10 ESTRADA
11 BAXTER
12 BRINKER
13 DERRY
14 KELLEY
15 JOHNSON
16 MC CAMMACK
17
18 Secretary
19
The foregoing Resolution is hereby approved this day of 2008.
20
21
22 Patrick J. Morris, Chairperson
Community Development Commission
23 of the City of San Bernardino
24 Approved as to Form:
25
26 By
Agenc ou sel
27
I
28 P:Agendas Resolutions Resolutions.2008`.06-16-08 Et Pasco Petroleum.LLC,DDA-Amendment No.I CDC Reso.doc
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EL PASEO PETROLUM, LLC
AMENDMENT NO. 1 TO THE DISPOSITION AND DEVELOPMENT AGREEMENT
(MT. VERNON CORRIDOR REDEVELOPMENT PROJECT AREA)
This Amendment No. 1 (the "Amendment") to the Disposition and Development Agreement
dated January 10, 2005 (the "Agreement"), is entered into as of June 16, 2008, by and between the
Redevelopment Agency of the City of San Bernardino (the "Agency"), a public body, corporate and
politic, and El Paseo Petroleum, LLC, a California limited liability company (the"Developer").
RECITALS
WHEREAS, on January 10, 2005, the Community Development Commission of the City of
San Bernardino (the "Commission") adopted Resolution No. CDC/2005-2, approving the 2005
Disposition and Development Agreement (the "Agreement") by and between the Agency and the
Developer, for the purposes of effecting the development of an ARCO gas station, AM/PM
convenience store and a car wash (the "Project") on the northwest corner of 5`h Street and Mt. Vernon
Avenue in the City of San Bernardino; and
WHEREAS, the Agency was required to take certain actions necessary, including the
acquisition of six (6)parcels, to assist the Developer in the development of the Project; and
WHEREAS, the Agency has completed the necessary actions required to assist the Developer
in the development of the Project; and
WHEREAS, the original estimated maximum construction loan amount, approved in the
Agreement, was $2,019,000; and
WHEREAS, the Developer has informed the Agency that the construction loan amount has
increased from $2,019,000 to $2,850,000; and
WHEREAS, the Agency and the Developer desire to increase the maximum construction loan
amount from $2,019,000 to $2,850,000 by executing Amendment No. 1 (the "Amendment') to the
Agreement in order for the Developer to receive the necessary construction funds and proceed with the
Project.
NOW, THEREFORE, THE DEVELOPER AND THE AGENCY DO HEREBY AGREE AS
FOLLOWS:
Section 1. The Agency and the Developer do hereby acknowledge and agree that the
Agreement be amended as follows:
For Recital O, Section 1.1, Section 2.6, Section 3.1, Section 3.2, Section 6.12, Exhibit "C,"
Recital H and Section 7.2 of Exhibit "C," the amount "$2,019,000" shall be deleted and replaced with
the amount "$2,850,000."
Section 2. Except as modified or amended by this Amendment, all of the provisions of the
Agreement shall remain in full force and effect following the Effective Date of this Amendment.
1
P:.Agendas,Agenda Attachments Agrmts-Amend 2OO8,06-16-OS El Paseo Petroleum.LLC,DDA-Amendment No.I.doc
IN WITNESS WHEREOF, the Developer and the Redevelopment Agency of the City of San
Bernardino executed this Amendment as of the dates written next to the signatures of their duly
authorized representatives,below.
AGENCY
Redevelopment Agency of the City of San Bernardino,
a public body, corporate and politic
I
I
Date: By:
Emil A. Marzullo, Interim Executive Director
I
I
f
Approved as to Form and Legal Content:
i
i
By:
Agency Cou sel
DEVELOPER
El Paseo Petroleum, LLC,
a California limited liability company
Date: By:
Richard Anderson, Managing Member
2
P:Agendas Agenda Attachments'Agrmts-Amend 2005.06-16-03 El Paseo Petroleum.LLC.DDA-Amendment No.I.doc
EL PASEO PETROLUM, LLC
AMENDMENT NO. 1 TO THE DISPOSITION AND DEVELOPMENT AGREEMENT
(MT. VERNON CORRIDOR REDEVELOPMENT PROJECT AREA)
This Amendment No. 1 (the "Amendment") to the Disposition and Development Agreement
dated January 10, 2005 (the "Agreement"), is entered into as of June 16, 2008, by and between the
Redevelopment Agency of the City of San Bernardino (the "Agency"), a public body, corporate and
politic, and El Paseo Petroleum, LLC, a California limited liability company (the "Developer").
RECITALS
WHEREAS, on January 10, 2005, the Community Development Commission of the City of
San Bernardino (the "Commission") adopted Resolution No. CDC/2005-2, approving the 2005
Disposition and Development Agreement (the "Agreement") by and between the Agency and the
Developer, for the purposes of effecting the development of an ARCO gas station, AM/PM
convenience store and a car wash (the "Project") on the northwest corner of 5th Street and Mt. Vernon
Avenue in the City of San Bernardino; and
WHEREAS, the Agency was required to take certain actions necessary, including the
acquisition of six (6) parcels, to assist the Developer in the development of the Project; and
WHEREAS, the Agency has completed the necessary actions required to assist the Developer
in the development of the Project; and
WHEREAS, the original estimated maximum construction loan amount, approved in the
Agreement, was $2,019,000; and
WHEREAS, the Developer has informed the Agency that the construction loan amount has
increased from $2,019,000 to $2,850,000; and
WHEREAS, the Agency and the Developer desire to increase the maximum construction loan
amount from $2,019,000 to $2,850,000 by executing Amendment No. 1 (the "Amendment") to the
Agreement in order for the Developer to receive the necessary construction funds and proceed with the
Project.
NOW, THEREFORE, THE DEVELOPER AND THE AGENCY DO HEREBY AGREE AS
FOLLOWS:
Section 1. The Agency and the Developer do hereby acknowledge and agree that the
Agreement be amended as follows:
For Recital O, Section 1.1, Section 2.6, Section 3.1, Section 3.2, Section 6.12, Exhibit "C,"
Recital H and Section 7.2 of Exhibit "C," the amount 12,019,000" shall be deleted and replaced with
the amount"$2,850,000."
Section 2. Except as modified or amended by this Amendment, all of the provisions of the
Agreement shall remain in full force and effect following the Effective Date of this Amendment.
1
P'\Agendas\Agenda Attachments\Agrmts-Amend 2008\06-16-08 El Paseo Petroleum,LLC,DDA-Amendment No.Ldoc
IN WITNESS WHEREOF, the Developer and the Redevelopment Agency of the City of San
Bernardino executed this Amendment as of the dates written next to the signatures of their duly
authorized representatives, below.
AGENCY
Redevelopment Agency of the City of San Bernardino,
a public body, corporate and politic
Date: By:
Emil A. Marzullo, Interim Executive Director
Approved as to Form and Legal Content:
By:
Agent Co nsel
DEVELOPER
El Paseo Petroleum, LLC,
a California limited liability company
1
"i
Y
Date: By:
Richard Anderson, Managing Member
j
3 2
P:Wgendas\Agenda Attachments\Agrmts-Amend 2008\06-16-08 El Paseo Petroleum,LLC,DDA-Amendment No.Ldoc
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EL PASEO PETROLUM,LLC
AMENDMENT NO. 1 TO THE DISPOSITION AND DEVELOPMENT AGREEMENT
(MT. VERNON CORRIDOR REDEVELOPMENT PROJECT AREA)
This Amendment No. 1 (the "Amendment") to the Disposition and Development Agreement
dated January 10, 2005 (the "Agreement"), is entered into as of June 16, 2008, by and between the
Redevelopment Agency of the City of San Bernardino (the "Agency"), a public body, corporate and
politic, and El Paseo Petroleum, LLC, a California limited liability company(the "Developer").
RECITALS
WHEREAS, on January 10, 2005, the Community Development Commission of the City of
San Bernardino (the "Commission") adopted Resolution No. CDC/2005-2, approving the 2005
Disposition and Development Agreement (the "Agreement") by and between the Agency and the
Developer, for the purposes of effecting the development of an ARCO gas station, AM/PM
convenience store and a car wash (the "Project") on the northwest corner of 5`h Street and Mt. Vernon
Avenue in the City of San Bernardino; and
WHEREAS, the Agency was required to take certain actions necessary, including the
acquisition of six (6)parcels,to assist the Developer in the development of the Project; and
WHEREAS, the Agency has completed the necessary actions required to assist the Developer
in the development of the Project; and
WHEREAS, the original estimated maximum construction loan amount, approved in the
Agreement, was $2,019,000; and
WHEREAS, the Developer has informed the Agency that the construction loan amount has
increased from $2,019,000 to $2,850,000; and
WHEREAS, the Agency and the Developer desire to increase the maximum construction loan
amount from $2,019,000 to $2,850,000 by executing Amendment No. 1 (the "Amendment") to the
Agreement in order for the Developer to receive the necessary construction funds and proceed with the
Proj ect.
NOW, THEREFORE, THE DEVELOPER AND THE AGENCY DO HEREBY AGREE AS
FOLLOWS:
Section 1. The Agency and the Developer do hereby acknowledge and agree that the
Agreement be amended as follows:
For Recital O, Section 1.1, Section 2.6, Section 3.1, Section 3.2, Section 6.12, Exhibit "C,"
Recital H and Section 7.2 of Exhibit "C," the amount 12,019,000" shall be deleted and replaced with
the amount"$2,850,000."
Section 2. Except as modified or amended by this Amendment, all of the provisions of the
Agreement shall remain in full force and effect following the Effective Date of this Amendment.
1
P:\Agendas\Agenda Attachments\Agrmts-Amend 2008\06-16-08 El Paseo Petroleum,LLC,DDA-Amendment No.Ldoc
IN WITNESS WHEREOF, the Developer and the Redevelopment Agency of the City of San
Bernardino executed this Amendment as of the dates written next to the signatures of their duly
authorized representatives, below.
AGENCY
Redevelopment Agency of the City of San Bernardino,
a public body, corporate and politic
Date: By:
Emil A. Marzullo, Interim Executive Director
Approved as to Form and Legal Content:
By: �-—�-;7'�a,
Agenc o nsel
DEVELOPER
El Paseo Petroleum, LLC,
a California limited liability company
Date: By:
Richard Anderson, Managing Member
2
P:\Agendas\Agenda Attachments\Agrmts-Amend 2008\06-16-08 El Pasco Petroleum,LLC,DDA-Amendment No.Ldoc
3
I V
Commission Agenda Item No. R44
Proposed motion:
Motion to approve Amendment to DDA and Lease Agreement to include the following
items and authorize preparation and appropriate amendments to be executed by the
Interim Executive Director:
(i) increase dollar limit of construction financing to $2,850,000,
(ii) authorize execution of deed of trust in favor of construction lender to be
recorded against Agency owned land for construction financing only,
(iii) require the Developer to purchase the underlying land from the Agency upon
funding of the permanent loan for an appraised value to be determined at such
time,
(iv) require the Developer and the title company to execute a Fund Control
Agreement and retain a recognized Fund Control Agent to undertake site
inspections of construction progress and verification of materials delivered
and work was performed on the site,
(v) require the Developer to executive a personal guaranty to the Agency for the
value of the Agency land,
(vi) require submittal by the Developer of a construction budget for approval by
the Interim Executive Director, and
(vii) the Developer to waive all rights as to Phase 2 of the project under the DDA.
(viii) eliminate ongoing use and revenue covenants upon purchase of land by
the developer
Entered Into Rec1 at MCC/CDC Mtg: (-/(-lei 8
r by: c,
� ti Agenda I7M� ya �_
by.
City Clerk CDC Secretary
City of San Bernardino