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HomeMy WebLinkAbout97-02 RDA ResolutionRESOLUTION NO. RDA 97-02 A RESOLUTION OF ~ REDEVELOPMENT AGENCY OF ~ CITY OF TEMECULA TERMINATING TItAT CERTAIN "OWNER PARTICIPATION AGR .FEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF ~ CITY OF TEMECUI~ AND T.Z.B.G., INC., A CALIFORNIA CORPORATION," DATED AUGUST 31, 1995, AS AMENDED MARCH 26, 1996 THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DOES RESOLVE AS FOLLOWS: Section 1. The Board of Directors of the Redevelopment Agency does hereby find, determine and declare that: (a) The Agency is currently implementing the Redevelopment Plan for Redevelopment Project No. 1--1988, originally approved by the Board of Supervisors on July 12, 1988 prior to the incorporation of the City and subsequently approved and transferred to the Redevelopment Agency of the City of Temecula on April 9, 1991 and amended on December 20, 1994 (the "Plan"). (b) As part of that implementation, the Agency entered into that certain "Owner Participation Agreement by and between the Redevelopment Agency of the City of Temecula and T.Z.B.G., Inc., a California Corporation" on August 31, 1995, which agreement was amended by the parties on March 26, 1996 by that certain "Amendment to Owner Participation Agreement." (The Owner Participation Agreement, as amended, shall be referred to as the "OPA. ") The original OPA was recorded on September 25, 1996 as Document No. 316992 in the Official Records of the County of Riverside and the Amendment to the OPA was recorded on May 23, 1996 as Document No. 191150 in the Official Records of the County of Riverside. © T.Z.B.G, Inc., assigned its interests in the OPA to Temecula Valley Entertainment, Inc., with the consent of the Agency. No other assignments of the OPA have been made. (d) The OPA provides in Sections 4.1 and 4.4 that the Participant would acquire land, design and construct certain Entertainment Facilities as described in Section 2.1 of the OPA (the "Project") and would also consent to and participate in the formation of a community facilities district on its property to finance and construct certain public improvements for the Old Town Area also described in Section 2.1 of the OPA (the "Public Improvements"). The OPA further provides in Section 4.2 that the Agency would contribute to the project in consideration of the Participant's construction of the Public Improvements. Rcaos.rda/97-02 (e) The OPA provides in Section 1.3 that the Site of the Entertainment Facilities will be those properties in the "Tourist Core Retail" area of the Old Town Specific Plan and the "Westside Area" of the Westside Specific Plan which are acquired by the Participant. At the time of approval of the OPA, the Participant had options to purchase certain properties in the Old Town Area and the Westside Area for the construction of the Entertainment Facilities. (f) The City of Temecula and the Redevelopment Agency of the City of Temecula formed the Old Town Westside Community Facilities District Financing Authority. The Authority formed the Old Town/Westside Community Facilities District No. 1 (Old Town Specific Plan Area Public Improvements) CCFD"). The CFD has completed all actions necessary to issue bonds, including an election, for issuance of bonds to finance the land acquisition, design and construction of the Public Improvements and the bonds were ready to issue upon the confirmation of the Participant's financing of the Entertainment Facilities and acquisition of the properties for the Entertainment Facilities in the Old Town Area. (g) Participant extensively marketed the Project to a number of financial institutions and has not secured financing for all of the Entertainment Facilities. (h) On March 3, 1997, the Participant announced that it would consolidate the project by building a sports arena and theater complex on the Westside Specific Plan Area and defer development in the Old Town Area, including the construction of the Public Improvements. (I) On February 28, 1997 Participant's options to purchase approximately five acres of land in the Old Town Area for the Entertainment Facilities expired without the properties being acquired. (j) On April 21, 1997, the Participant elected not to acquire the properties in the Westside Area and, consequently, the authorizations for the bonds to finance the Public Improvements, the authorizations to construct the Public Improvements, and the CFD have expired. (k) The Participant's proposed development of the arena and theater in the Westside Area is not within the Project Area. (I) Section 6.8 of the OPA provides that the Participant and the Agency shall be relieved of all further rights and obligations under the OPA (except for certain obligations surviving termination) unless on or before August 31, 1996 (1) the Participant has obtained financing for the Entertainment Facilities upon terms and conditions reasonably satisfactory to Participant and (2) Participant has obtained the parcels for the Site, among others. Section 2. The Board of Directors hereby terminates that certain "Owner Participation Rcaos.rda/97-02 Agreement by and between the Redevelopment Agency of the City of Temecula and T.Z.B.G., Inc., a California Corporation" on August 31, 1995, as amended on March 26, 1996 by that certain "Amendment to Owner Participation Agreement" except for (1) the provisions of Section 4.2. G. requiting the Agency to purchase from the Participant the usable design work for the Public Improvements, and (2) the indemnification provisions of the Agreement in Sections 2.4 and 4.5, and (3) the provisions of the OPA providing remedies for breach of the OPA, which specific obligations only shall survive termination of the parties tights and obligations under the OPA as described herein and shall remain in full force and effect until said obligations have been completed, and approves that certain amendment to the OPA entitled "Agreement to Terminate Owner Participation Agreement (Second Amendment)" in substantially the form attached hereto as Exhibit A. The Board of Directors hereby withdraws its consent to all assignments of the OPA. Section 3. The Secretary shall certify the adoption of this Resolution and shall send a certified copy of the resolution to the Participant, at the address set forth in the OPA. PASSED, APPROVED AND ADOPTED by the Redevelopment Agency of the City of Temecula on this 13th day of May, 1997. " ? "I? ~ , ..,.,./ Steven/Ford, Ch'~rperson ATTEST: [SEAL] Rcaos.rda/97-02 STATE OF CALIFORNIA) COUNTY OF RIVERSIDE) ss CITY OF TEMECULA ) I, June S. Greek, Secretary of the Redevelopment Agency of the City of Temecula, do hereby certify that the Resolution No. RDA 97-02 was duly adopted by the Redevelopment Agency of the City of Temecula at a regular meeting thereof, held on the13th day of May, 1997, by the following vote: AYES: 4 AGENCY MEMBERS: Birdsall, Lindemans, Roberts, Ford NOES: 0 AGENCY MEMBERS: None ABSENT: 0 AGENCY MEMBERS: None ABSTAIN: 1 AGENCY MEMBERS: Stone June S. Greek, CMC/AAE City Clerk/Agency Secretary Rcaos.rda/97-02 <DATE> 11087-00010 mt 1480424 0 RECORDED AT REQUEST OF AND WHeN RECORDED RETURN TO: June Greek, Secretary Redevelopment Agency of the City of Temecula 43200 Business Park Drive Temecula, California 92590 EXEMPT FROM RECORDER'S FEES pursuant to Government Code Sections 6103 and 27383 18406O RECEIVED FOR RECORD AT 8:00 O'CLOCK MAY 2 7 1991 Fiecorder Fees $ 0 AGREEME~ TO TERMINATE OWNER PARTICIPATION AGREEMKNT (SECOND AMF~NDMENT) THIS AGREEMENT TO TERMINATE OWNER PARTICIPATION AGREEIVIENT ("Second Amendment") is entered into and effective as of Hay 13 , 1997 by ~d between the Redevelopment Agency of the City of Temecula, a public body corporate and politic ("Agency") and Temecula Valley Entertainment, Inc., a California Corporation ("Participant") relating to the Old Town Temecula Entertaiment Project (the "Project"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Second Amendment is made with respect to the following facts and for the following purposes, each of which is acknowledged as true and correct by the parties: a. The Agency and Participant entered into an Owner Participation Agreement on August 31, !995 to provide for redevelopment of the Site by constructing a the Entertainment Facilities and related Public Improvements ("Original OPA"); b. On March 26, 1996 the Agency and Participant entered into that certain agreement entitled "Amendment to OPA" modifying the Original OPA ("First Amendment"); c. The Original OPA was recorded on September 25, 1996 as Document No. 316992 in the Official Records of the County of Riverside and the First Amendment was recorded on May 23, t996 as Document No. 191150 in the Official Records of the County of Riverside; d. The Original OPA and the First Amendment shall collectively be referred to as the "OPA;" 184O60 e. The Site, as defined in the Original OPA and the First Amendment, is described on Exhibit A., attached hereto and incorporated herein as though set forth in full; f. Participant has decided to reduce the initial scope of the Project by consolidating development of the theaters, arena, arena plaza, hotel, auditorium, parkitig and tourist commercial portions of the Project on to the Westside Specific Plan Area, which is located outside of the Project Area; and g. Participant held options to purchase portions of the Site for constructions of the Opera House and related facilities in the Old Town Area, which options have expired. h. Accordingly, the parties desire to terminate the obligations of the Agency and Participant under the OPA, except for those portions intended to survive termination, so as to allow Agency to complete its Old Town Public Improvements Program and to allow Participant to develop the theaters, arena, arena plaza, hotel, auditorium, parking and tourist commercial portions of the Project on to the Westside Specific Plan Area, which is located outside of the Project Area; 2. Participant warrants and represents to Agency that: a. Participant has duly authorized the execution of this Second Amendment and that the persons executing it on behalf of Participant are duly authorized to do so; and b. Participant has not assigned, conveyed or otherwise transferred the OPA, or any portion thereof, to any person as of the date this Second Amended is executed; 3. The parties hereto mutually agree to terminate their respective rights and obligations pursuant to the OPA except for the obligations arising by virtue of (l) Section 4.2,G., providing for the Agency's purchase of plans and specifications for the design of the Old Town Public Improvements and the Western Bypass at the time of termination, (2) Section 2.4.A., B., and 4.5, providing for indemnification of the parties, and (3) the provisions of the OPA providing remedies for breach of the OPA, which specific obligations only shall survive termination of the parties rights and obligations under the OPA as described herein and shall remain in full force and effect until said obligations have been completed. IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed the day and year first above written. 1~060 REDEVELOPMENT AGENCY OF THE CITY OF TEMEC~ public body, corporate and politic Chairperson Attest: Approved As to Form: Peter M. Thorson General Counsel TEMECULA ENTERTAINMENT VALLEY, INC., a California Corporation By T~;/ /Ow~ By Name: Title: ALL-PURPOSE ACKNOWLEDGMENT 184000 State of California County of Riverside On 5/9 appeared , 1997, before me, Susan W. Jones , personally Zev Buf fman [4 [] personally known to me -OR- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to th,~within instrument and acknowledged to me that ~j~:,t ,,d they - executed the same i hr(.hi_~s her/their authorized capacity(ies), and that b~qiis~her/thcir signamre(.syon the instrument the person(s), or the entity upon behalf o~hich the person(s!r~cted, executed the instrument. Witness my hand and official seal. CAPACITY CLAIMED BY SIGNER [l [] INDIVIDUAL(S) OFFICER(S) (TITLE[S]): [1 [1 [1 [1 [1 PARTNER(S) ATTORNEY-IN-FACT TRUSTEE(S) CHAIRPERSON/MAYOR OTHER: SIGNER IS REPRESENTING: 4