Loading...
HomeMy WebLinkAbout020795 RDA AgendaAGENDA CITY OF TEMECULA OLD TOWN REDEVELOPMENT ADVISORY COMMITTEE A REGULAR MEETING TEMECULA CITY HALL - MAIN CONFERENCE ROOM 43174 Business Park D~ive Februan/7, 1995- 6:30 PM CALL TO ORDER: Flag Salute ROLL CALL: Committee Members: Chairman Dallas Gray presiding. Committee Member Reed Bridges, Gray, Jenkins, Reed, Walton PUBLIC COMMENTS A total of 15 minutes is provided so members of the public can address the Council on items that are not listed on the Agenda or on the Consent Calendar. Speakers are limited to two (2) minutes each. If you desire to speak to the Council about an item not listed on the Agenda or on the consent Calendar, a pink 'Request To Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name and address. For all other agenda items a 'Request To Speak' form must be filed with the City Clerk I~efore the Council gets to that item. There is a five (5) minute time limit for individual speakers. COMMITTEE BUSINESS Aooroval of Minutes RECOMMENDATION: 1.1 Approve the minutes of December 6, 1994. Proposed Coooerative AQreement with the Old Town Mainstreet Association RECOMMENDATION: 2.1 Review and comment on the proposed Cooperative Agreement with the Old Town Mainstreet Association. Amended and Restated Memorandum of Understandina Reaardina Development of a Maior Destination Entertainment Facility within Old Town Temecula RECOMMENDATION: 3.1 Receive and file. EXECUTIVE DIRECTOR'S REPORT COMMITTEE MEMBER REPORTS ADJOURNMENT Next regular meeting: March 7, 1995, 6:30 PM, Temecula City Hall, Main Conference Room, 43174 Business Park Drive, Temecula, California Item I MINUTES OR A REGULAR MEETING OF THE CITY OF TEMECULA OLD TOWN REDEVELOPMENT ADVISORY COMMITTEE DECEMBER 6, 1994 A regular meeting of the City of Temecula Old Town Redevelopment Advisory Committee was called to order on Tuesday, December 6, 1994, 7:00 P.M. at Temecula City Hall Main Conference Room, 43174Business Park Drive, Temecula, California. Chairman Dallas Gray called the meeting to order. PRESENT: 4 COMMITFEE MEMBERS: Bridges, Jenkins, Walton, Gray ABSENT: I COMMITFEE MEMBERS: Reed Also present were Associate Planner David Hogan, Principal Engineer Ray Casey end Recording Secretary Gall Zigler. PUBLIC COMMENT None COMMITTEE BUSINESS 1.1 Approve the minutes of the meeting of November 1, 1994. It was moved by Committee Member Bridges, seconded by Committee Member Walton to approve the minutes of November 1, 1994. The motion carried as follows: AYES: 4 COMMITFEE MEMBERS: Bridges, Jenkins, Walton, Gray NOES: 0 COMMITTEE MEMBERS: None ABSENT: I COMMITFEE MEMBERS: Reed 1.2 Approve the minutes of the meeting of November 9, 1994. It was moved by Committee Member Walton, seconded by Committee Member Bridges to approve the minutes of November 9, 1994. The motion carried as follows: ABSENT: AYES: 4 COMMITTEE MEMBERS: Bridges, Jenkins, Walton, Gray NOES: 0 COMMITFEE MEMBERS: None I COMMITTEE MEMBERS: Reed OLD TOWN REDEVELOPMENT ADVISORY COMMITTEE MINUTES 2. DECEMBER 6, 1994 Prooosed Aoreement for Professional Conaultino Services for the Old Town Redevelooment Project Associate Planner David Hogan presented the staff report. Principal Engineer Ray Casey provided an outline of the following requests for proposals and the associated design budgets: Phase 1, Western Bypass Corridor First Street Extension Rancho California Road/Front Street Intersection Improvements Western Bypass Corridor Assessment District Engineer Casey said staff is looking for a consensus from the Committee that they concur these projects are reasonable expenditures for the Old Town area and that the projects are important and the City should move forward with them. It was moved by Committee Member Walton, seconded by Committee Member Bridges to recommend that the City Council approve the requests for proposals and associated budgets as outlined above. The motion carried as follows: AYES: 4 COMMITTEE MEMBERS: Bridges, Jenkins, Walton, Gray NOES: 0 COMMITTEE MEMBERS: None ABSENT: 1 COMMITTEE MEMBERS: Reed ProDosed Aoreement for Professional Consultino Services for Old Town StreetscoDe Proiect Associate Planner David Hogan presented the staff report. Chairman Gray expressed concern that the business owners and property owners in the Old Town area not be impacted by any costs associated with the project either directly or through an Assessment District. Chairman Gray said he is discouraged with the lack of progress in Old Town with regard to the Old Town Specific Plan. He stressed the need for public restrooms, lights, trash containers, road improvements, etc., in Old Town. Engineer Casey explained that the property owners would have the opportunity to vote on the formation of an assessment district in order for it to be used as a funding mechanism for these types of improvements. OLD TOWN REDEVELOPMENT ADVISORY COMMITTEE MINUTES DECEMBER 6, 1994 Committee Member Walton asked if City staff is capable of performing the necessary studies. Engineer Casey explained that City staff has the technical expertise to perform the studies and prepare the final engineering plans however, they do not have adequate time. It was moved by Committee Member Walton, seconded by Committee Member Jenkins to recommend to the City Council the design fees be re-negotiated to a lesser amount end the existing business owners in Old Town should should not have to pay for the improvements in front of their businesses. The motion carried as follows: AYES: 3 COMMITTEE MEMBERS: Bridges, Jenkins, Walton NOES: I COMMITTEE MEMBERS: Gray ABSENT: I COMMITTEE MEMBERS: Reed ADJOURNMENT It was moved by Committee Member Walton, seconded by Committee Member Jenkins to adjourn at 7:50 P.M. The motion was unanimously carried. The next regular meeting of the Old Town Redevalopment Advisory Committee will be held on Tuesday, January 3, 1995, 6:30 P.M., Temecula City Hall Main Conference Room, 43174 Business Park Drive, Temecula, California. Chairman Dallas Gray Secretary Item 2 TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: FROM: DATE: SUBJECT: Members of the Redevelopment Advisory Committee Ronald E. Bradley, Executive Director ¢r~ February 7, 1995 Cooperative Agreement with Old Town Mainstreet Association PREPARED BY: David W. Hogan, Associate Planner RECOMMENDATION: It is requested that the Old Town Redevelopment Advisory Committee review and comment on the proposed Cooperative Agreement with the Old Town Mainstreet Association. BACKGROUND: The Redevelopment Agency's intent to fund the Main Street Program with redevelopment funds was first presented to the Old Town Redevelopment Advisory Committee at its May 31, 1994meeting. Subsequently, the City Council considered establishing a Main Street Program in the Old Town area at its November 29, 1994 meeting. DISCUSSION Based upon the Old Town Specific Plan and input of the City Attorney, Staff has developed a draft Cooperative Agreement to forrealize the working and funding relationship between the City of Temecula and the Old Town Mainstreet Association. The draft Agreement would provide ~235,000to support the Main Street Program over the next five years (as described in the Old Town Specific Plan) and outlines the duties and responsibilities of each party to the Agreement. A copy of the proposed Cooperative Agreement is included in Attachment 1. FISCAL IMPACT Approval of this Agreement, will commit the City to supporting the main street program in Old Town for a 5 years, At this time, the Agreement calls for a total of $235,000 over that five year period. The first years allocation for this program is proposed to be ~75,000. Attachments: 1. Proposed Cooperative Agreement - Page 2. R:',P, EDEV',OTACLt/ue~ST.OTA 1/31/95 dvfa ATTACHMENT NO. 1 DRAFT COOPERATIVE AGREEMENT ATFACHMENT 1 TEMECULA REDEVELOPMENT AGENCY COOPERATIVE AGREEMENT This Agreement, made in triplicate, this day of ,1994, by and between the TEMECULA REDEVELOPMENT AGENCY, a Municipal Corporation, ("Agency") duly organized and existing under and by virtue of the laws of the State of California, and the OLD TOWN TEMECULA MAINSTREETASSOCIATION, a California nonprofit corporation (hereinafter referred to as "Association".) In consideration of their mutual covenants contained herein, the Parties agree as follows: 1. Recitals. The Parties hereto agree that this Agreement is entered into with respect to the following facts, which are acknowledged by each party as true and correct. A. The Agency and the City of Temecula desires to promote the preservation and enhancement of Old Town Temecula; and, B. The City of Temecula prepared and adopted a Specific Plan to create a dynamic Old Town commercial and residential core that is attractive and of high quality, respectful of its historic buildings and unifying design theme and providing an economically viable setting for a mixture of local and tourist serving commercial uses, administrative~ professional and residential uses with a safe, efficient circulation and access; and, C. The Old Town Specific Plan recommended the establishment of a Main Street Program to organize and unify the efforts of the Old Town's business community; and, D. The Old Town Mainstreet Association is an established community organization with an interest in improving and redeveloping Old Town Temecula; and, E. The Agency and Association desire to implement a Main Street Program in Old Town Temecula to encourage the revitalization of the area. 2. Duties and Responsibilities of the Aaencv. The following are the duties and responsibilities of the Agency during the life of this Agreement: A. To review the Bylaws of the Association and make recommended changes to ensure maximum feasible community participation and organizational effectiveness. B. To provide partial funding for the Main Street Program for at least five years. The Old Town Specific Plan identified the following funding for each fiscal year: io Fiscal Year 1994-95 $75,000 ii. Fiscal Year 1995-96 ~60,000 iii. Fiscal Year 1996-97 ~40,000 iv. Fiscal Year 1997-98 $30,000 v. Fiscal Year 1998-99 ~30,000 vi. Subsequent funding in future years will be determined annually by the Redevelopment Agency. C. To consider the establishment of alternative funding sources for the Main Street Program if sufficient support of and opportunity for such a measure is present. D. To assist the Association in the obtaining permits for major promotional and fundraising activities in the Old Town area. 3. Duties and Resoonsibilities of the Association. The following are the duties and responsibilities of the Association during the life of this Agreement: A. To amend the Bylaws of the Association as recommended by the City Council to ensure maximum feasible community participation and organizational effectiveness. B. To make no changes to the Bylaws or Articles of Incorporation that could affect the participation of interested persons in the Association or that could adversely affect the continued economic redevelopment of Old Town without the prior approval of the City Council. C. To hire an Executive Director to implementthe Main Street Program, build up the membership and public support for the Association, and to market and support the businesses in Old Town. D. To continuously explore, and attempt to acquire, alternate funding sources to permanently support operation of the Main Street Program. E. To provide a detailed Annual Report for each fiscal year on how the City funding support for the Main Street Program was spent by May 1st of each year. Street Program. To promote and expand community interest and involvement in the Main 4. Indemnification. The Association agrees that it will defend, indemnify and hold the Agency and its elected officials, officers, agents, and employees free and harmless from all claims for damage to persons or property by reason of Association's acts or omissions of those of Association's employees, officers, agents or invites in connection with their services '-rendered hereunder to the maximum extent allowed by law. 5. Insurance. The Association shall secure from a good and responsible company or companies doing insurance business in the State of California, pay for and maintain in full force and effect for the duration of this Agreement a policy of comprehensive automobile and workers' compensation and employees' Liability Insurance in which the City is named insured or is named as an additional insured with the Association and shall furnish a Certificate of Liability Insurance to the City Manager before execution of this Agreement by the City. Notwithstanding any inconsistent statement in the policy or any subsequent endorsement attached thereto, the protection offered by the policy shall: A. Include the Agency, its elected officials, officers, agents and employees as the insureds or names as additional insured covering the services to be performed under this Agreement against all claims arising out of, or in connections with, this Agreement. B. Provide the following minimum limits: (1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. (2) Automobile Liability: accident for bodily injury and property damage. $1,000,000 combined single limit per (3) Workers' Compensation and Employers' Liability: Workers' Compensation limits as required by the Labor Code of the State of California and Employers' Liability limits of $1,000,000 per accident. C. The insurer shall agree to waive all rights of subrogation against the city, its officers, officials, agents and employees for losses arising from work performed by the Association for the City. D. Bear an endorsement or shall have attached a rider whereby it is provided that, in the event of expiration or proposed cancellation of such policy for any reason whatsoever, the city shall be notified by registered mail, postage prepaid, return receipt requested, not less that thirty (30) days before date of expiration or cancellation is effective. E. Any deductible or self-insured retention must be declared to and approved by the Agency. At the option of the Agency, either the insurer shall reduce or eliminate such deductible or self-insured retention as respects to the City, its officers, officials, agents and employees; or the Association shall procure a bond guaranteeing payment of losses and related investigation claim administration and defense expenses. 6. Attornev's Fees. Should any litigation be commenced between the parties hereto concerning the provisions of this Agreement, the prevailing party in such litigation shall be entitled to reasonable attorney's fees, in addition to any other relief to which it may be entitled. 7. Termination. Either party may terminate this agreement on December 31 th and June 30th of each year with 60-days advance notice, in writing, of their intent to do so. 8. Amendments. This Agreement may be amended in writing at any time with the approval of both parties. TEMECULAREDEVELOPMENT AGENCY OLD TOWN MAINSTREET ASSOCIATION Ron Parks, Chairperson ATTEST: Frank Spencer, President June S. Greek, City Clerk/Agency Secretary APPROVED AS TO FORM: Peter Thorson, City Attorney Item 3 TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: FROM: DATE: SUBJECT: Ronald E. ' ' (~ February 7, 1995 The Amended Memorandum of Understanding Regarding Development of a Major Destination Entertainment Facility with Old Town Temecula PREPARED BY: David Wo Hogan, Associate Planner RECOMMENDATION: Receive and File. BACKGROUND: The City Council has been considering the feasibility of developing an entertainment project in and around Old Town Temecula over the last year. The Project is a joint venture between a private developer (The Zev Buffman Group), the City of Temecula, and the Temecula Redevelopment Agency. The City/Redevelopment Agency's portion of the Project are primarily the infrastructure improvements that the Old Town Redevelopment Advisory Committee has reviewed over the last nine months. DISCUSSION The purpose of this item is to keep the Advisory Committee informed about the status of the proposed Old Town Redevelopment (Entertainment) Project and related Memoranda of · Understanding. A copy of the latest proposed Memorandum of Understanding and January 31, 1995 Agenda Report are included in Attachments I and 2, respectively. Attachments: 1. Proposed Amended and Restated Memorandum of Agreement - Page 2. 2. January 31, 1995 Agenda Report to the Redevelopment Agency - Page 3. ATTACHMENT NO. 1 PROPOSED AMENDED MEMORANDUM OF AGREEMENT R:~I)EV/OTAQRIIV_MOUI.OTA 1131/95 dwh 2 AlV~NDED AND RESTAD MEMORANDUM OF UNDERSTANDING REGARDING DEVELOPMENT OF A MAJOR DESTINATION ENTERTAINMENT FACHJTY ~ OLD TOWN TEMECULA This Amended and Restated Memorandum of Understanding between the City of Temecula, a Municipal Corporation ("City") the Redevelopment Agency of the City of Temecula ("Agency") and T.Z.B.G., Inc., (T.Z.B.G.) is made this 31st day of January, 1995. RECITALS ~S, the City and the Agency desire to induce the development within the Old Town area of the City of Temeeula of a major destination entertainment facility; such a facility would include converting a portion of the Old Town area of Temecula into a pedestrian mall with adjacent parking and adequate traffic circulation, and the acquisition of land for the development and construction of entertainment venues for music, dance, and theme entertainment, such as cabaret theaters, a tented "Wild West* show, an Open House, avenue for food and wine shows, and/or other suitable venues ("hereinafter referred to as the "Project*); and WItEREAS, T.Z.B.G. desires to acxlulre the exelusive right to negotiate a Disposition and Development Agreement ("DDA") with the City and the Agency to develop the Project in Old Town; and WHEREAS, the City, Agency and T.Z.B.G. entered into the original Memorandum of Understanding ("MOU") regarding the Project on October 12, 1993 and entered into an amended and restated Memorandum of Understanding on March 8, 1994, which provided for the preparation of join~y funded studies regarding economic feasibility, planning, engineering, traffic, parking, architectam and related matters in order to determine · the feasibility of the Project and more precisely define its scope; WHEREAS, the studies concluded thus far indicate substantial benefits would accrue to the Old Town area and to the City if the Project is developed, which benefits include increased jobs, new sales tax, transient occupancy tax and tax increment revenues, enhanced economic development of the Old Town area in accordance with the goals and purposes of the Redevelopment Plan and the Old Town Specific Plan; and WHEREAS, the parties desire to once again amend and restate the MOU in light of the information obtained as a result of the studies of the Project in order to provide for the remaining studies required for the Project and to def'me the issues to be negotiated as part of the DDA. R:~City Av. yX~uffmaa./2 I Jammy 27, 1995 NOW T!~EREFORE, in consideration of the recitals set forth above, the parties hereto, enter into the following Amended and Restated MOU: I. GRANT OF OPTION The City and the Agency hereby grant to T.Z.B.G. the exclusive right to negotiate a DDA with the City and/or Agency for development of the Project. The parties agree that this option commenced on October 12, 1993, was amended on March 8, 1994 and shall remain in effect until August 1, 1995. While the parties anticipate concluding the negotiations by August 1, 1995, the parties may extend this MOU by mutual agreement for one additional six month period until January 31, 1996. IL EFFECT OF ADVISORY VOTE ON PROJECT The City Council has called for an election on March 7, 1995 to consider an Advisory Measure ad~ng the people whether the Project should proceed subject to certain conditions. In recognition of the importance of this Project to the Community, T.Z.B.G. agrees that if the majority of votes cast on the Advisory Measure are *no,' T.Z.B.G will withdraw the application for approval of the Project from the City and will withdraw the request of the City and the Agency to enter into a disposition and development agreement for the Project. If a majority of votes cast on the Advisory Measure is *no, * the City and the Agency also agree to terminate negotiations for the disposition and development agreement. All paxties agree that the provisions of this MOU, other than that the provisions of Paragraph HI. relating to the payment of costs of studies, shall terminate and be of no further force and effect if the majority of the votes cast on the Advisory Measure, as certified by the City Council, are *no.* m. FEASIBILITY STUDIES A. The City and/or Agency have contracted with one or more consultants for the purpose of obtaining various studies regarding the feasibility of the Project (the "Studies"). The Studies include but are not limited to the following matters: economic feasibility (including market demand and Utilization), estimated revenues and expenses, site evaluation, financing and funding plans, architecture, land use planning, environmental impact report, and traffic. The Agency and T.Z.B.G. have each contributed $125,000 to the studies thus far conducted under the authority of the March 8, 1994 MOU. B. The agency has authorized and agreed to spend an additional $65,000 for additional studies necessary to fully analyze the Project and to develop the mitigation measures needed to make the Project compatible with the Old Town R:~C'a'y AUy~uffmaa.g2 2 Iamm~ 27, 1995 Area and the community. Those studies include but are not limitexi to the following matters: visual impact analyses, parking studies, hnd acquisition estimates and water studies. T.Z.B.G. authorizes and agrees to contribute an additional $65,000 to share in the costs of these additional studies. C. T.Z.B.G. has deposited with the City Ten Thousand Dollars ($10,000.00), which sum Shnll be applied against its last payment towards the Studies. The City shall bill T.Z.B.G. its one-half share of the cost of the Studies foBowing each progress payment the City or Agency makes to a consultant. T.Z.B.G. shall pay the City within ten (10) days of receiving a bill. Should T.Z.B.G. have failed to pay a City bifi twenty (20) days after it is due, the City and Agency may terminate this MOU, provided that the City and Agency also shall have given T.Z.B.G. at least five (5) business days written notice to cure the nonpayment of the bill. D. The City and Agency shall obtain T.Z.B.G.'s reasonable consent prior to hiring any consultant for any Study for which T.Z.B.G. is to share costs. Although the City and Agency shall supervise the consultants' work, they shall advise T.Z.B.G. throughout the Study process of Study results. E. Each party shall be reimbursed for all study costs incurred under this MOU from T.Z.B.G.'s construction loan when the construction loan is funded. F. Responsibility for the future costs of the design, land acquisition, construction, and financing of the Public Improvements necessary for the enhancement of the Old Town area as provided for in the Old Town Specific Plan and for the support of the Project shall be the responsibility of the City and/or Agency and shall be specified in the DDA. Responsibility for the costs of the design, hnd acquisition, construction and financing of the Entertainment Facilities shall be the responsibility of T.Z.B.G. and shall be specified in the DDA. IV. NEGOTIATION OF DISPOSITION AND DEVELOPMENT AGREEMENT A. The parties shall negotiate in good faith the terms of a Disposition and Development Agreement ("DDA ") which will pwvidc for T.Z.B.G. to develop and finance the "Entertainment Facilities* portion of the Project and for the City and Agency to develop and construct the "Public Improvements" needed for the enhancement of the Old Town area and for the support the Project. The obligation of the parties under this MOU is only to negotiate in good faith on the issues described in this MOU and to consider appwval of a DDA in accordance with all applicable laws and regulations. Nothing in this MOU obligates any of the parties to enter into a DDA. R:~City A~y~lhffmsn. F2 3 Jennary 27, 1995 B. As used in this MOU, the term 'Entertainment Facilities* means: (1) (1) The Open House, (2) Wild West Tent Show, 0) virtual reality theaters, (4) cabaret/phyhouse theaters (5) "quick draw" outdoor exhibitions (6) restaurants and related retail C/) land required for such facilities; and (8) parking and land required for all facilities. C. As used in this MOU, the term *Public Impwvements" means the land acquisition, design and construction of the following: (1) Old Town First Street Bridge; (2) Old Town Sixth Street Parking; (3) Old Town Building Facade; (4) Old Town DemonsWation Block, including the Front Street Repain/Upgrades, Fwnt Street Reconstruction, Miscellaneous Street Improvements; Old Town Drainage Improvements; (5) Old Town Sewer Improvements; (6) Old Town Water Improvements; (7) Western Bypass Corridor (west of Vincent Moraga Drive); (8) Main Street Bridge; and (9) Town Square. D. The parties shall negotiate the following terms for the DDA and upon approval by all paxties pursuant to the procedures required by state law, the DDA agreed upon shall be binding upon all parties: a. Entertainment Facilities: T.Z.B.G. shall assume sole and full responsibility and all financial risk for financing the acquisition of land, design, construction, and operation of the Entertainment Facilities and necessary fixtures and equipment through private capital, conventional financing or other financing. Under no circumstances shall the City use existing General Fund revenues to finance any of the Entertainment Facilities. b. Public Improvements: The City and/or the Agency shall be responsible for financing the Public Improvements. The City and/or Agency shall develop a plan for the financing of the Public Improvements which may include the use of financing mechanisms including but not limited to tax increment revenues from the Project site. The Western Bypass Corridor is pwposed to be financed through a benefit assessment district. Existing retail businesses and residents of the Old Town Specific Plan area will not be assessed for those improvements. c. The City and/or the Agency and T.Z.B.G. shall develop a plan providing for 'conduit financing" for the Entertainment Facilities in the form of revenue bonds, industrial development R:~ity Ally~tIman.l~ 4 .~-,-,-,'y 17, 1995 bonds or certificates of participation subject to the following restrictions: (1) The conduit financing shall only use those new revenues generated directly from the Project. (2) Under no circumstances shall any other existing revenues of the City or the Agency, the full faith and credit of the City or the Agency, or the City's existing general fund revenues be obligated or pledged for the payment of any of the conduit financing for the Entertainment Facilities, directly or indirectly. (3) The documents of any such financing program shall explicitly state that the sources of revenue available to meet the principal and interest obligations of the bonds are limited to the special revenues from the Project and that no other revenues of the City or Agency, the full faith and credit of the City or Agency, nor the City's general fund or general Agency revenues shall be obligated or pledged for debt service payment. (4) The DDA shall provide for payments by T.Z.B.G. to the City and the Agency of (a) payments to support the debt service on the conduit financing issued to cover the cost of the Entertainment Facilities, if any; (b) specified percentage payments of gross proceeds from operation of the Entertainment Facilities; and (c) reimbursement for a portion of City and Agency infrastructure costs in an mount to be negotiated. (5) The City and/or Agency shall reasonably approve all financing consultants and bond counsel; T.Z.B.G. shall pay all costs of the financing consultants and bond counsel including payment of financing fees sufficient to reimburse the City and/or Agency for the administrative costs of providing the conduit financing. T.Z.B.G. Responsibilities: a. Development Phase. T.Z.B.G. will: (1) Contract with planners/architects/engineers and other consultants and design personnel for the R:\City AltyXButfman.t2 S lsmsP/2'/, development of conceptual plans for the Entertainment Facilities. (2) Submit an application for a Specific Plan amendment, ff necessary, to incorporate the enteminment facilities and/or mitigation measures required by the ~IR. (3) T.Z.B.G. will pay all costs of contracts for the design of the Entertainment Facility. Construction Phase. T.Z.B.G. will: (1) Acquire the land, design and construct in accordance with permits issued by the City, the Entertainment Facilities. (2) Consult with the City in px~paration for the bid selection process and the negotiation of a construction contract with a general contractor and/or construction manager. (3) No historic buildings identified in the Old Town Specific Plan will be removed or destroyed to accommodate the construction of any entertainment facilities [or public infrastructure] identified in the Focused Environmental Impact Report for the Old Town Redevelopment Project. (4) Participate if requested by the City and/or Agency in the supervision and guidance of construction of the Public Improvements, including without limitation the foliowing: Preparation of construction budget and schedule; P~=traration of engineering, soft, drainage, and other technical reports; Supervision and co-ordination of design personnel and contractors; R:XClty AUy~Buffman.F2 6 J"""y :27, 1995 Preparation of draw requests for construction fund disbursements; and Assist the City and the Agency, in selection of a construction Project Manager. Operation Phase. T.Z.B.G. will: (1) Manage and operate the Entertainment Facilities and determine the program and policies to be followed in connection therewith. (2) Purchase and maintain public and employer's liability, worker's compensation, fife and extended coverage, and such other customary insurance as necessary in the management and operation of the Entertainment Facilities. (3) Carry out all maintenance relative to the Entertainment Facilities. (4) Mitigate the effect of the Entertainment Facilities upon the City by paying to the City the costs of City services increased as a result of the Entertainment Facilities, including, but not limited to, police, fire, street maintenance and other city provided services. The Entertainment Facilities shall also be designed and managed in such a manner as to reduce their impact on City services. (5) T.Z.B.G. shall include "Old Town Temecula* in the legal and operating name of the Entertainment Facilities and in all advertising and promotional materials disseminated for the Entertainment Facilities. Advertising, publicity and promotional programs shall include, whenever possible, notice of general events, festivals and retail opportunities available in Old Town Temecula in addition to the Entertainment Facilities. (6') Entertainment Facilities shall be made available rent free for public non-profit use by local theater/arts organizations for a minimum of 40 event days per year. CO T.Z.B.G. shall include in the operations of the Entertainment Factlilies, an educational component which will provide opportunities for performing arts education for area residents. (8) T.Z.B.G. shall incorporate hiring policies for Entertainment Facilities which give preference to local area residents to the extent legally allowable. (9) T.Z.B.G. shall make every effort to provide diverse programming for the entertainment facilities reflecting a cross-section of community enteminment preferences. City and Agency ReSponsibilities: a. Development Phase: The City and/or Agency w'~l be responsible for the design of the Public Improvements. b. Construction Phase: The City and/or Agency will acquire the right-of-way, design and construct the Public Improvements. on a schedule consistent with the construction of the Entertainment Facilities. c. Planning Approvals: (1) Although the Entertainment Facilities are generally consistent with the Old Town Specific Plan, the City shall process an amendment to the Specific Plan for Old Town if necessary to integrate the Entertainment Facilities into the Old Town area and incorporate the mitigation measures required by the Environmental Impact Report. If necessary, the City will contract with design professionals to prepare an appropriate amendment W the Specific Plan for submission to the City Planning Commission. Not withstanding the above, the parties agree, however, that this Amended and Restated MOU does not restrict the discretion of the City Planning Commission, the City Council, or the City itself to approve, approve with conditions, or deny any amendment to the Specific Plan. (2) The City and/or Agency shall establish administrative guidelines with which all future entertainment related development within the City of R:~City AUy~luff~n.irl 8 Ianm~ 17, l~gS Temecula must comply, taking into consideration the needs, goals and plans of the Entertainment Facilities and of the City. The City and/or Agency will consult in good faith with T.Z.B.G. prior to proposing such administrative guidelines and prior to considering future entertainment related facilities affecting the Old Town area. The paxties agree, however, that this Amended and Restated MOU does not restrict the discretion of the City plnnning Commission, the City Council, the Redevelopment Agency Board or the City or Agency itself to approve, approve with conditions, or deny the proposed guidelines. The guidelines may specify the following development criteria: · Architectural design guidelines; Use guidelines which would not only assure consistency of uses but also be intended to avoid duplication of uses to insure that a variety of complementary services are available to the public; Criteria coneerning themes, quality of services and products, developed for entertainment related businesses; Proposed geographical locations for entertainment related uses, designed to avoid the proliferation of such uses in areas without adequate traff'xc capacity or otherwise unsuitable; including but not limited to, overlay zoning districts, the requirement for a special use permit, or other provision for separation between facilities and incompatible uses. 4. Development Schedule The DDA shall provide for a schednle of construction of the Entertainment Facilities and the Public Improvements which will minimize disruption of existing businesses within the Old Town area. R:M2ity AUy~ffman.t2 9 3""'T 27, 1995 TERMINATION If at the end of the option period, or any duly adopted extension thereof, the parties have not entered into a DDA for the Project, then this MOU shall terminate other than the provisions of paragraph Ill, and the parties shall have no further obligations to each other. If either party breaches this Memorandum, the other party's damages shall be limited to actual, out-of-pocket expenses in attempting to negotiate the partnership agreement. In no event shall the breaching party be liable to the other party for damages in the form of lost profits or consequential damages. VH. RESCISSION OF MOU The MOU dated October 12, 1993 and the Amended and Restated MOU dated March 8, 1994 are hereby rescinded in favor of this Amended and Restated MOU dated Januany 31, 1995. IN WITNESS ~F, the parties hemto have caused this Amended and Restated Memorandum of Understanding to be executed on the date first above written by their respective officers duly authorized in that behalf. T.Z.B.G., INC. CITY OF TEMECULA By: Zev Buffman President By: Farel F. Lindemans Mayor Pro Tern ]~v-rlEVI~.IOPMENT AGENCY OF THE CrrY OF TEMECULA Ronald J. Parks Chairman R:~C'a~y Auy~uffman.t2 10 Jm 27, 1~95 ATI~T: June S. Greek, CMC City Clerk APPROVE) AS TO FORM: Peter M. Thorson City Attorney R:~City AltyXBuhn./2 11 Jammr/~7, 19~ ATTACHMENT NO. 2 JANUARY 31, 1995 AGENDA REPORT TO THE fiEDEVELOPMENT AGENCY R:~P, EDEV~OTA~RI~V_MOUI.OTA 1F~1/95 dwh 3 APPROVAL CITY OF TEMECULA AGENDA REPORT TO: FROM: DATE: SUBJECT: City Council/Redevelopment Agency Ronald E. Bradley, Executive Director January 31, 1995 Amended and Restated Memorandum of Understanding Between the City of Temecula, Redevelopment Agency of the City of Temecula, and T.Z.B.G., Inc. RECOMMENDATION: That the City Council and Redevelopment Agency approve the execution of the subject Memorandum of Understanding. BACKGROUND: On October 12, 1993, the City and Redevelopment Agency of Temecula entered into a Memorandum of Understanding (MOU) with T.Z.B.G., Inc. ("T.Z.B.G.") which outlined a process of negotiation between the parties to explore the development of an entertainment project in the Old Town Temecula area. An amendment to the MOU was approved by the parties on March 8, 1994 authorizing $250,000 to fund various feasibility studies including an environmental impact report, a project feasibility report, architectural planning services, and a traffic impact study. The cost of the studies were split between the parties, T.Z.B.G. paying $125,000 and the City paying $125,000. On December 7, 1994, the City Council and Redevelopment Agency reviewed the results of the Price Waterhouse Feasibility Report which concluded that the entertainment project can be expected to generate a significant increase in tourist visitation to the City and can be expected to enjoy a strong level of market support. Price Waterhouse estimates that the entertainment facilities will attract 1 to 1.5 million visitors annually, and will generate sufficient operating revenues to fund operating costs, and provide support for construction financing. The Price Waterhouse Report also states that the economic impact of the project to the Temecula region would include the creation of 2,500 full time equivalent jobs (annual earnings estimated at $19,600 per year) new sales volume of $145 million annually and new construction contracts in the estimated amount of $51.7 million. AGENDA REPORT: T.Z.B.G., INC. MOU Page 2 Following review of the Price Waterhouse Report, the City Council authorized $65,000 to complete additional studies including a parking study, a visual impact analysis and a water facilities study and directed staff to continue negotiations with T.Z,B.G. for a development agreement defining the respective roles and responsibilities of each party for the construction and operation of the project. The subject Amended and Restated Memorandum of Understanding is the result of these negotiations. MEMORANDUM OF UNDERSTANDING The Amended and Restated Memorandum of Understanding (MOU) clarifies the method of financing proposed for the project. Initially, T.Z.B.G, requested the City or Redevelopmerit Agency to issue tax exempt bonds supported by the good faith and credit of the City's General Fund and amortized, in part, by existing General Fund revenues. The proposed MOU significantly changes this proposal. Public improvements are to be financed by the City and/or Redevelopment Agency, while the risk and responsibility for financing the entertainment facilities will rest completely with T.Z.B.G. Although the proposed MOU calls for the City and/or Redevelopment Agency to act as a "conduit" issuer of tax exempt bonds, the MOU clearly states that the City or Redevelopmerit Agency will not secure the bonds nor will existing revenue of the City or Redevelopment Agency be utilized to support debt service. All costs of the conduit financing, including bond counsel, financing consultants and fees necessary to pay the City's administrative costs related to the bond issuance will be paid by T.Z.B.G, This revised approach shifts responsibility for financing the entertainment facilities to T.Z.B.G. and secures the financing with the real estate development as would be the case with conventional real estate financing. Should the project fail and revenues fall short of 13rojections, the recourse of the bond holder and/or lenders would be limited to foreclosure on the entertainment facilities. No City funds or assets will be at risk. · Prior to proceeding with a bond financing, the City Council and Redevelopment Agency in public meetings will be provided with complete documentation describing the proposed bond issue and disclosing all the conditions of the financing as required by law. The public improvements proposed to support the entertainment facilities are currently included in the Old Town Specific Plan and the City's Capital Improvement Program. These improvements are scheduled to be constructed with or without the entertainment facility. Funds proposed to be utilized for public improvements include tax increment revenue, General Fund revenue, and proceeds of a benefit assessment district for the Western Bypass Corridor. No existing retail businesses or residents within the Old Town Specific Plan area will be included in the benefit assessment district. AGENDA REPORT: T.Z.B.G., lr-~C. MOU Page 3 Other conditions which have been added to the MOU include: T.Z.B.G. will provide an additional $65,000 to complete planning studies including water studies, parking studies and real estate appraisals. T.Z.B.G. will reimburse the City for the cost of studies undertaken in connection with the project from the proceeds of the construction loan. T.Z.B.G. will be responsible for construction cost overruns, if any, of the entertainment facilities. T.Z.B.G. will pay for any increase in City services created by the entertainment project. T.Z.B.G. and the City/Redevelopment Agency will terminate the MOU if the majority of votes cast on the advisory measure for the project are no. T.Z.B.G. will, to the extent legally permissible, provide preference to Temecula area residents for employment. T.Z.B.G. will incorporate "Old Town Temecula" within the legal and operating name of the entertainment facilities and, will include publicity about Old Town Temecula events, festivals, and retail opportunities within advertising and promotional materials for the entertainment facilities. T.Z.B.G. will incorporate theater arts, and education within the entertainment facilities. The City and/or Redevelopment Agency will establish land use controls to guide the development of additional entertainment uses, if any. T.Z.B.G., Inc. will allow community use of the entertainment facilities on a rent- free basis for a minimum of 40 event days for the benefit of non-profit theater, arts, groups and other community organizations. The MOU is effective until August 1, 1995; the parties may extend the MOU by mutual agreement for one additional six month period until January 31, 1996. FISCAL IMPACT: A total of $127,911 has been expended by the City/Redevelopment Agency to study the feasibility of the project. A like amount has been contributed by T.Z.B.G. The MOU will require T.Z.B.G. to match a previous City authorization of $65,000. This additional allocation will be sufficient to complete project planning. The MOU provides for reimbursement of these costs from the construction loan funded by T.Z.B.G.