Loading...
HomeMy WebLinkAbout96-040 CC Resolution RESOLUTION NO. 96-40 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEM[ENT ENTITLED "AMENDMIENT TO OWNER PARTICIPATION AGREEMENT" BY AND BETWEEN THE REDEVELOPM[ENT AGENCY OF THE CITY OF TEMECULA AND TEMECULA ENTERTAPMENT VALLEY, INC., A CALIFORNIA CORPORATION (FORMERLY T.Z.B.G., INC.) DATED AS OF MARCH 26, 1996 THE CITY COUNCIL OF THE CITY OF TEMIECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City Council of the City of Temecula does hereby find, determine and declare as follows: a. On August 31, 1995, the Redevelopment Agency of the City of Temecula and T.Z.B.G., Inc., entered into an Owner Participation Agreement (the 9'OPA's). b. The project proposed by Participant, Temecula Valley Entertainment, Inc. (formerly T.Z.B.G., Inc.), is generally known as the Old Town Entertainment Center Project and will generally consist of an Opera House, Wild West Arena, cabaret/playhouse theaters, "quick draw" and indoor/outdoor exhibitions, restaurants, theme-related retail, Old Town Festival Square, and parking facilities as more specifically described in Section 2.1 of the OPA ("Project"). C. The Project will be located within the Tourist Core Retail Area as designated on the Old Town Specific Plan and within the Westside Area as designated in the Westside Specific Plan. d. Prior to the consideration and adoption of this Resolution, both the City Council of the City of Temecula and the Board of Directors of the Redevelopment Agency of the City of Temecula held a duly noticed joint public hearing on March 26, 1996 to consider the proposed Amendment to Owner Participation Agreement ("Amendment"). The hearing was duly noticed pursuant to legal advertisements in a newspaper of general circulation within the community once per week for two successive weeks prior to the hearing pursuant to Government Code Section 6066. The Agency also prepared a "Summary Report Pursuant to Section 33433 of the California Resos\96-40 Community Redevelopment Law Regarding the Sale of Property Under Terms of an Amended Owner Participation Agreement by and between the Redevelopment Agency of the City of Temecula and Temecula Entertainment Valley, Inc. (a California Corporation)," which report was prepared in accordance with the provisions of Health and Safety Code Section 33334 and was on file in the City Clerk's Office of the City of Temecula and available for public inspection at the time of first publication of the Notice of Joint Public Hearing, which occurred on March 11, 1996. e. Completing the development of the Project and the redevelopment of the site pursuant to the OPA as modified by the Amendment will assist in the elimination of blight in the Project Area of the Redevelopment Plan of the Temecula Redevelopment Project Area 1988-1 and is consistent with the Implementation Plan adopted by the Agency for the Project Area in that the Project will: (1) provide a broad range of public service infrastructure improvements to induce private investment in the Old Town Area; (2) promote the preservation and enhancement of the Old Town Area in accordance with the goals and objectives of the Old Town Specific Plan; (3) promote the expansion of the Project Area's commercial base and local employment opportunities to provide jobs for the area; (4) assist in the continued development of the Old Town Area as a tourist destination and enhancement of the tourist industry as a major force within the community; (5) encourage and provide for development of vacant properties and replacement of the older non-historical retail buildings which typify the blight conditions which exist in the Project Area. Completing the redevelopment of the Site as proposed by this Amendment and the OPA will also assist in eliminating blight in the Project Area by generating new employment opportunities and development opportunities in the Project Area. The Amendment pertains to and affects the ability of the Agency to finance its statutory obligations and for all parties to finance and carry out the purposes of this Agreement and the goals of the Plan and is intended to be a contract within the meaning of Government Code Section 53511. 9. The City Council has carefully considered all of the written information and documents presented to it prior to and during the public hearing as well as the oral comments received at the public hearing. Sectio@ Section 4.2 of the OPA, as modified by the Amendment, provides for the Participant to construct Public Improvements consisting of: (1) Renovation and expansion of the Old Town First Street Bridge; (2) Old Town Gateway Landscaping; (3) Old Town Demonstration Block, including the Front Street repairs/upgrades, Front Street reconstruction, miscellaneous street improvements; (4) Old Town Sewer Improvements; (5) Old Town Water Improvements; (6) Old Town Storm Drain Improvements; and (7) the Western Bypass Corridor, as more particularly defined in Section 4.2. Section 4.2 also provides that the Agency itself will provide the following Public Improvements: (1) Main Resos\96-40 Street Bridge improvements, at its discretion; (2) Sixth Street Parking improvements; and (3) Main Street facades and non-conforming sign removal as more particularly defined in Section 4.2. (For the purposes of this Resolution, all of the designated public improvements will be referred to collectively as "Public Improvements.") The Council hereby finds, determines and declares that: a. Providing for such Public Improvements is necessary to effectuate the purposes of the Redevelopment Plan for the reasons set forth in Section l.d. and for the reasons set forth in the Plan and accompanying reports, which specifically contemplate the construction of such Public Improvements, as well as the findings made by the Board of Supervisors in adopting the Redevelopment Plan and subsequently validated in a court challenge. b.The Public Improvements are of direct benefit to the Project Area and the immediatearea in which the Project is located for the reasons set forth in Section l.e. and forthe reasons set forth in the Plan and accompanying reports, which specifically contemplate the construction of such Public Improvements, as well as the findings made by the Board of Supervisors in adopting the Redevelopment Plan and subsequently validated in a court challenge. C. No other reasonable means of financing the Public Improvements are available to the community beyond those set forth in the OPA in that the Participant's obligations for constructing the Public Improvements substantially exceed the contributions of the Agency to the Project and for the reasons set forth in the Redevelopment Plan and accompanying reports, which specifically contemplate the construction of such Public Improvements, as well as the findings made by the Board of Supervisors in adopting the Redevelopment Plan and subsequently validated in a court challenge. d. Providing for the Public Improvements will assist in the elimination of one or more of the blighting conditions inside the Project Area and is consistent with the Implementation Plan adopted for the Project Area for the reasons set forth in Section I.e. and for the reasons set forth in the Plan and accompanying reports, which specifically contemplate the construction of such Public Improvements, as well as the findings made by the Board of Supervisors in adopting the Redevelopment Plan and subsequently validated in a court challenge. Sectio@ Pursuant to Section 2.5 of the Amendment which adds Section 2.8 to the OPA, the Agency agrees to convey the Main Street Property, located at 41953 Main Street, Temecula (the "Property"), to the Participant at a purchase price of $98,484 plus interest on this amount at the Agency's investment rate from May 4, 1995 (the date of acquisition) to the date of conveyance to the Participant. The Purchase Price represents the actual costs of acquiring the property, including purchase price, costs of development paid to Resos\96-40 -3- the previous owner and interests costs in carrying the property. An MAI appraisal values the Property at $85,000 to $90,000. The City Council hereby finds, determines and declares that, as defined in Health and Safety Code Section 33433, the purchase price the Agency will receive for the Property is not less than fair market value of the Property at its highest and best use in accordance with the Redevelopment Plan and further finds, determines and declares that the sale of the Property as described in Section 2.5 of the Amendment to the OPA will assist in the elimination of blight within the Project Area and is consistent with the Implementation Plan adopted for the Project Area for the reasons set forth in Section I.e. of this Resolution. Sectio@ The City Council hereby finds and determines that based upon the prior Environmental Impact Reports prepared for this Project and the findings made in this Section, no further environmental review is required for the Amendment. On June 13, 1995, the City Council of the City of Temecula adopted Resolution No. 95-49 entitled "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA CERTIFYING PLANNING APPLICATION NO. 95-0031 (FINAL ENVIRONMENTAL IMPACT REPORT) ADOPTING FINDINGS OF FACT AND STATEMENT OF OVERRIDING CONSIDERATION AND APPROVING THE MITIGATION MONITORING PROGRAM ON PROPERTY GENERALLY LOCATED WEST OF INTERSTATE 15, EAST OF THE CITY'S WESTERN BORDER, SOUTH OF RANCHO CALIFORNIA ROAD AND NORTH OF THE SANTA MARGARITA RIVER" certifying the Environmental Impact Report for the Project. Additionally, in adopting the Redevelopment Plan, the Board of Supervisors approved and certified an Environmental Impact Report for the Redevelopment Plan which specifically addressed the environmental impacts of the Public Improvements which were also described in the Redevelopment Plan. Therefore, pursuant to 14 Cal. Admin. Code Section 15180, no further environmental review is required for the Amendment unless required by 14 Cal. Admin. Code Sections 15161 or 15163. Pursuant to 14 Cal. Admin. Code Sections 15161 or 15163, neither a subsequent EIR nor a Supplemental EIR is required for the Amendment based on the following findings of the Council: a. All of the private elements of the Project as modified by the Amendment and the Public Improvements as modified by the Amendment were contemplated and fully and properly analyzed in the EIR certified and approved by the City Council on June 13, 1995 and all of the Public Improvements as modified by the Amendment were also contemplated and analyzed in the EIR certified and approved as part of the approval of the Redevelopment Plan. b. There have been nQ subsequent changes to the Project since June 13, 1995 which would require major revisions of the previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. C. Substantial changes have = occurred with respect to the circumstances under which the Project is undertaken which will require major revisions of the Resos\96-40 previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. d. There is im new information since the certification of the EIR which would show or tend to show that the Project might have one or more significant effects not discussed in the previous EIR. e. There is no new information since the certification of the previous EIR which would show or tend to show that significant effects previously examined might be substantially more severe than shown in the EIR. f. There is na new information since the certification of the EIR which would show or tend to show that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the Project. 9- There is nQ new information since the certification of the EIR which would show or tend to show that mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment. Section 5. The City Council of the City of Temecula hereby approves of and consents to the Redevelopment Agency of the City of Temecula entering into that certain agreement entitled "Amendment to Owner Participation Agreement" by and between the Redevelopment Agency of the City of Temecula and Temecula Entertainment Valley, Inc., formerly T.Z.B.G., Inc., dated as of March 26, 1996, in substantially the form attached hereto as Exhibit A. Section 6. The City Clerk shall certify the adoption of this Resolution. Resos\96-40 -5- PASSED, APPROVED AND ADOPTED by the City Council of the City of Temecula on March 26, 1996. S, Mayor ATMT: JGreek, CMC City Clerk [SEAL] STATE OF CALIFORNIA COUNTY OF RIVERSIDE )ss CITY OF TEMECULA 1, June S. Greek, City Clerk of the City of Temecula, do hereby certify that the Resolution No. 96-40 was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof, held on March 26, 1996, by the following vote, to wit: AYES: 3 COUNCILMEMBERS: Birdsall, Ford, Lindemans NOES: 0 COUNCILMEMBERS: None ABSENT: 1 COUNCILMEMBERS: Roberts ABSTAIN: 1 COUNCILMEMBERS: Stone Greek, CMC City Clerk Resos\96-40 -6- RECORDING REQUESTED BY Cox, Castle & Nicholson NAME MAJLING ADDRESS CITY, STATE ZIP CODE WHEN RECORDED MAIL TO Julie E. Knipstein, Esq. 28th Floor - 2049 Century Park East Los Angeles, CA 90067 SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE AMENDMENT TO OWNER PARTICIPATION AGREEMENT THIS AMENDMENT TO OWNER PARTICIPATION AGREEMENT (the "Amendment") is entered into on March 26, 1996 by and between the Redevelopment Agency of the City of Temecula (the "Agency") and Temecula Entertainment Valley, Inc. a California corporation (formerly known as T.Z.B.G. Inc.) (the "Participant"). Any terms not defined herein shall have the meaning set forth in the Owner Participation Agreement dated August 31, 1995, by and between the Agency and Participant (the "OPA"). ARTICL£ I SUBJECT OF AMENDMENT Section 1.1 Purpose of Amendment A. The Agency and the Participant have entered into the OPA to provide for the redevelopment of the Site (as described on Exhibit 1 hereto) by constructing Entertainment Facilities and Public Facilities (collectively, the "Project") in accordance with the Redevelopment Plan for the Temecula Redevelopment Project Area 1988-1. B. The Agency has agreed under the OPA to contribute funds towards the acquisition of land and the design, construction and installation of the Public Improvements (the "Agency Contribution"). C. The Agency has also agreed to convey certain property, known as the "Main Street Property" (as described on Exhibit 2 hereto) for resale to the Participant for the benefit of the Project. D. The Participant will assign to Fluor Daniel, Inc., a California corporation ("Fluor Daniel"), all of the Participant's obligation under the OPA to design, construct and install the Public Improvements. E. The Agency and the Participant wish to amend certain provisions of the OPA to amend and clarify their rights and obligations with respect to (i) the Agency Contribution, (ii) the design, construction and installation of the Public Improvements, (iii) the conveyance of the Main Street Property and (iv) certain other matters as set forth in this Amendment. F. Completing the redevelopment of the Site pursuant to this Amendment and the OPA will assist in the elimination of blight in the Project Area as identified in the proceedings establishing the Project Area, in that the Project will: (i) provide a broad range of public service infrastructure improvements to induce private investment in the Old Town Area (as defined in the Old Town Specific Plan); (ii) promote the preservation and enhancement of the Old Town Area in accordance with the goals and objectives of the Old Town Specific Plan; (iii) promote the expansion of the Project Area's commercial base and local employment opportunities to provide jobs for the area; (iv) assist in the continued development of the Old Town Area as a tourist destination and enhancement of the tourist industry as a major force within the community; and (v) encourage and provide for development of vacant properties and replacement of the older non-historical retail buildings which typify the blight conditions which exist in the Project Area. Completing the redevelopment of the Site as proposed by this Amendment and the OPA will also assist in eliminating blight in the Project Area by generating new employment opportunities in the Project Area. G. This Amendment pertains to and affects the ability of the Agency to finance its statutory obligations and for all parties to finance and carry out the purposes of this Amendment and the OPA and the goals of the Plan and is intended to be a contract within the meaning of Government Code Section 53511. ARTICLE H AMENDMENTS TO OPA Section 2.1. Amendment of Section 2.1(A} A. Section 2.1(A)(2) of the OPA shall be amended to delete the "and" between items (5) and (6) and add the following phrase at the end of the paragraph ~(7) the Western Bypass Corridor." B. Section 2.1(A)O) shall be amended to delete the following sentence: "The Western Bypass Corridor will built as part of an assessment district described in Section 4.3 of this Agreement." Section 2.2. Amendment of Section 2.11B} Section 2. I(B) of the OPA is hereby deleted in its entirety and replaced with the following language: "The Agency and the Participant acknowledge that the Participant will incur substantial cost in the development of the Project. The Agency shall contribute funds to the Participant in the amount of seven million four hundred fifty-eight thousand five hundred and fifty dollars ($7,458,550.) towards development of the Project. The Agency's contribution to the Participant for the Project of this amount is based upon the original contribution of five million nine hundred eighty seven thousand seven hundred dollars ($5,987,700) as described in the OPA and the amount of one million four hundred seventy thousand, eight hundred and fifty dollars ($1,470,850) representing the amount of the assessments for the Western Bypass for certain property owners not related to the Project which the Agency has agreed to pay on their behalf. In partial consideration for /I~.N1PST 2~75 252995 1 -2- such contribution, the Participant has agreed to develop the Project, and such development will create a public benefit of approximately seven million four hundred fifty-eight thousand five hundred and fifty dollars ($7,458,550), and the Agency shall have the right to receive certain moneys pursuant to Section 4.6 hereof." Section 2.3. Amendment of Section 2.2(B) Section 2.2(B) of the OPA is hereby amended by deleting the reference therein to five million nine hundred eighty seven thousand seven hundred dollars ($5,987,700) and replacing it with "seven million four hundred fifty-eight thousand, five hundred and fifty dollars ($7,458,550)." Section 2.4. Amendment of Section 2.4(A~ The first sentence of Section 2.4(A) of the OPA is hereby deleted in its entirety and replaced with the following language: "The Participant shall defend, indemnify, assume all responsibility for and hold the Agency and the City, and their respective elected and appointed officers and employees, harmless from all costs (including reasonable attorneys fees and costs), claims, demands or liabilities judgments for injury or damage to property and injuries to persons, including death, which may be caused by any of the Participant's activities under this Agreement, whether such activities or performance thereof be by the Participant or anyone directly employed or contracted with by the Participant, and whether such damage shall accrue or be discovered before or termination of this Agreement; provided, however, that the Participant shall not be required to indemnify or hold the Agency harmless for any claims, demands or liabilities judgments relating to the design, construction or installation of the Public Improvements by Fluor Daniel; provided, further that the Participant shall not be required to indemnify or hold Agency harmless for injuries resulting from the negligence or willful misconduct of the Agency, its elected or appointed officials and employees." Section 2.5. Conveyance of Main Street Property. Article II of the OPA is hereby amended by adding the following language as Section 2.8: "Section 2.8 Conveyance and Purchase of Main Street Property A. The Agency agrees to convey the Main Street Property, located at 41953 Main Street, Temecula, to the Participant. The Participant agrees to purchase the Main Street Property from the Agency and to redevelop the Main Street Property subject to the terms and conditions hereof. The Agency and the Participant agree that the purchase price for the Main Street Property shall be ninety-eight thousand, four hundred eighty-four dollars ($98,484), plus interest on said amount from the date of the purchase by the City of Temecula to the date of conveyance to Participant at the Agency's investment rate (which is the rate of the Local Agency Investment Fund) (the "Main Street Purchase Price"). The Participant shall pay the Main Street Purchase Price to the Agency within five (5) days of the Participant's acceptance of the Main Street Property in accordance with the terms hereof, but not earlier than the date the Agency contributes funds to the Project pursuant to Section 4.2 E., unless the Agency otherwise elects in its discretion. B. The Participant shall be responsible for conducting any due diligence that the Participant deems to be necessary prior to purchase of the Main Street Property. The Participant and the Agency agree that First American Title Insurance Company will provide the title insurance policy J'EKNIP~T ~n675 2~299~ 1 -3- for the Main Street Property. Upon the satisfactory conclusion of the Participant's due diligence investigation of the Main Street Property, the Participant will provide the Agency with written notice of Participant's acceptance or rei,:,~:tion of the Main Street Property. The Agency agrees to convey fee simple title to the Main Street Property by Grant Deed to the Participant within ten (10) days of the Agency's receipt of the Participant's written notice of acceptance of the Main Street Property, but not earlier than the date the Agency contributes funds to the Project pursuant to Section 4.2 E., unless the A.?. ": otherwise elects in its discretion. In the event tk.:'_: the Participant rejects the Main Street Propc:'. :he provisions of this Section 2.8 shall be null and '~,:,~cl. Upon conveyance of the Main Street Property to the Participant, the Participant shall thereafter be solely responsible for the demolition or removal of any improvements or subsurface structures and underground storage tanks and removal or remediation of any contaminated materials or toxic or hazardous waste as required by law, whether or not any such material was present on the Prope~y at the time of conveyance and whet2~,~,:' or not such material was identified in any reports concerning the Property.' Section 2.6. Acquisition and Convevance of First Street Extension Property Article II of the OPA is hereby amended by adding the following language as Section 2.9: ~Section 2.9. Acquisition of First Street Extension Property The Agency and the Participant understand and acknowledge that a community facilities district being formed ~stmct the Public Impre- :ments will acquire the land required for the First Street Extension and . e CFD will pax' all cost~ of the CFD incurred in acquiring the necessary property and convey'~,~,~:, of such propen/'~ the entity that will ultimately own and operate the related Public Improvement.' Section 2.7. Financing of Western Bypass Corridor Because the Western Bypass Corridor has been added to the definiti. ~n of Public Improvements pursuant to Section 2 ~ ~ (A)(2), Section 4. i (C) is hereby deleted. Section 2.8. Amendment of Section 3.7(D} Section 3.7(D) of the OPA is hereby amended by deleting the language contained therein in its entirety and replacing it with the following: "D. It is anticipated that the Participant will acquire parcels of property for the Project that surrounds certain street rights of way owned by the City. It is also anticipated that the City will vacate such street rights of way upon the purchase of the surrounding parcels by the Participant, and that portions of the Project will be situated on such street rights of way. The Agency agrees that the Agency will use its best efforts to either (i) obtain a vacation of such street rights of way from the City in accordance with law, or (ii) to acquire such street rights of way from the City and lease such street rights of way to the Participant. ~ Ii~XNIPST ~67.~ ~ 1 4- Section 2.9. Improvements Agency Contribution and Financing of the Public A. Section 4.2(A) of the OPA is hereby amended by deleting the language contained therein in its entirety and replacing it with the following language: "The Participant shall design, acquire land, construct and install all of the Public Improvements at its sole risk, cost and expense in accordance with the terms of this Agreement. The Agency hereby agrees to cooperate with the Participant's efforts to finance the Public Improvements through a community facilities district, the boundaries of which shall include the Site. As specifically provided in Paragraph 2.lB., the Agency shall contribute funds to the Participant in the amount of seven million four hundred eighty dollars ($7,458,550) towards the development of the Project. The Agency's contribution to the Participant for the Project of this amount is based upon the original contribution of five million nine hundred eighty seven thousand seven hundred dollars ($5,987,700) as described in the OPA and the amount of one million four hundred seventy thousand, eight hundred fifty ($1,470,850), representing the amount of the assessments for the Western Bypass for certain property owners not related to the Project which the Agency has agreed to pay on their behalf." B. The first sentence of Section 4.2(B) is hereby deleted and replaced with the following sentence "Participant shall design the Public Improvements." C. The first sentence in Section 4.2(D) is hereby deleted and replaced with the following sentence: "Participant shall be solely responsible for all cost overruns or expenses incurred in building the Public Improvements in excess of the Agency's contribution." D. Section 4.2(E) shall be amended to read as follows: "E. Agency shall pay the sum specified in Subparagraph A to Participant upon ten (10) business days notice following completion of the following events, provided, however, that such payment shall not be made earlier than sixty (60) days from the date of this Amendment (unless the Agency determines in its sole discretion to make such payment prior to the tolling of such sixty (60) day period): The financing for the Entertainment Facilities has closed or the Agency determines in its sole and unfettered discretion that commitments are in place that assure its closing; and The Participant provides the Agency with fully executed agreements guaranteeing in a form acceptable to the Agency that (i) the Public Improvements will be built, and (ii) providing that an indemnity or indemnities shall be provided in favor of the Agency to the effect that those parties performing work on the Public Improvements will defend, indemnify and hold harmless the Agency for claims arising from the design and construction of the Public Improvements, which agreements for the Public Improvements will be consistent with the provisions of this Article. ' ~KNIP~T 25675 252998 I -5- Section 2.10. Western Bypass Assessment District Section 4.3 of the OPA shall be deleted in its entirety. Section 2.11. Amendment of Section 4.6 A. The introductory sentence of Section 4.6(A)(2) shall be deleted in its entirety and replaced with the following language: "As additional consideration and return for the Agency's contribution of seven million four hundred fifty-eight thousand five hundred and fifty dollars (($7,458,550)) pursuant to Paragraph 2. lB. and Section 4.2 hereof, following the period of thirty-five (35) years from the date of the closing of the financing of the Entertainment Facilities, a portion of the User Charge shall be paid to the Agency as follows:" Bo Section 4.6 is further amended by adding the following new paragraph 4.6 A.2. (d): '(d) The Agency may, in its discretion, assign the right to receive the User Charges described in this Section 4.6 A.2. to the City of Temecula, and the Participant hereby consents to such assignment. In the event the Agency is for any reason unable to receive such User Charge revenues as described in this Section 4.2 A.2., the Participant agrees to pay such User Charge revenues to the City of Temecula. ' Section 2.12. Assignment to Fluor Daniel The Agency acknowledges and agrees that Participant may, pursuant to Section 1.5 of the OPA, assign to Fluor Daniel, and Fluor Daniel may assume (a) Participant's obligation to design, install and construct the Public Improvements, and Co) Participant's right to receive payment for certain Design Work in the event of termination of the OPA prior to commencement of the construction of the Public Improvements, as set forth in and subject to the limitations on payment for such work as set forth in Section 4.2 G. of the OPA. By execution of this Amendment, the Agency hereby consents to such assignment by Participant and assumption by Fluor Daniel. Section 2.13. Amendment of Exhibit No. 3 Exhibit No. 3 (Description of Public Improvements) to the OPA is hereby deleted in its entirety and replaced with the Description of Public Improvements attached as Exhibit 3 hereto. Section 2.14. Change in Name of Participant On February 21, 1996, the Participant's name changed from T.Z.B.G. Inc., a California corporation, to Temecula Entertainment Valley, Inc., a California corporation. The Participant represents the change was in name only, and that the officers of the Participant have not changed. By execution of this Amendment, the Agency hereby consents to the change in Participant's name. All references in the OPA to 'T.Z.B.G. Inc.' shall be deemed to refer to Temecula Entertainment Valley, Inc. JID~tli~T 2~67~ ~ I "6- ARTICLE GENERAL PROVISIONS Section 3.1. Effect of Amendment All references in the OPA and all attachments to the OPA referencing the OPA shall refer to the OPA as amended by this Amendment. Except as specifically set forth herein, each of the terms and conditions of the OPA shall remain unmodified and remain in full force and effect. Section 3.2. Execution in Counterparts This amendment may be executed in any number of original counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The original signature page of any counterpart may be detached therefor and attached to any other counterpart identical thereto (except having additional signature pages executed by other parties to this Amendment) without impairing the legal effect of any such signature(s). /EKNIP~'T 25~75 2~299~ 1 -7- IN WITNESS WHEREOF, the Agency and the Participant have executed this Amendment as of the dates set opposite their signatures. DATED: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By: Patricia H. Birdsall Chairperson ATTEST: By: JUNE S. GREEK Secretary APPROVED AS TO FORM: By: PETER M. THORSON General Counsel VALLEY, INC. -8-