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HomeMy WebLinkAbout013195 CC/RDA Jnt. AgendaIn compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the City Clerk (909) 694-6444. Notification 48 hours prior to a meeting will enable the City to make reasonable arrangements to ensure accessibility to that meeting [28 CFR 35.102.35.104 ADA Title I1| AGENDA TEMECULA CITY COUNCIL~TEMECULA REDEVELOPMENT AGENCY MEETING JOINTLY AT A SPECIAL MEETING COMMUNITY RECREATION CENTER - 30875 RANCHO VISTA ROAD JANUARY 31, 1995 - 7:00 PM CALL TO ORDER: Invocation: Flag Salute: ROLL CALL: Mayor Jeffrey Stone presiding Pastor Dave Belcher, Sunrise Community Church Agency Chairperson Parks Lindemans, Mufioz, Parks, Roberts, Stone 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 on 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 for the record. For all other agenda items a "Request to Speak" form must be filed with the City Clerk before the Council gets to that item. There is a five (5) minute time limit for individual speakers. CITY COUNCIL REPORTS Reports by the members of the City Council on matters not on the agenda will be made at this time. A total, not to exceed, ten (10) minutes will be devoted to these reports. R:~gende~O 1319~ I COUNCIL BUSINESS I Pala Road Bridge RECOMMENDATION: 1.1 Authorize the Mayor to sign the Memorandum of Agreement between the Bureau of. Indian Affairs and the City of Temecula. JOINT COUNCIL/RDA BUSINESS 2 Amended and Restated Memorandum of Understandina Between the City of Temecula, Redevelooment Aaencv of the City of Temecula, and T.'Z.B.G., Inc. RECOMMENDATION: 2.1 Approve the execution of the subject Memorandum of Understanding. CITY MANAGER/EXECUTIVE DIRECTOR'S REPORT CITY ATTORNEY/GENERAL COUNSEL'S REPORT ADJOURNMENT Next regular meeting: February 14, 1995, 7:00 PM, Community Recreation Center, 30875 Rancho Vista Road, Temecula, California. R:VkOenda%013196 2 Item I TO: FROM: DATE: SUBJECT: Ronald E. Bradley, City Manager Joseph Kicak, Interim Director of Public Works/City Engineer January 31, 1995 Memorandum of Agreement - BIA - City of TemeculafPala Road Bridge Just received a copy of a revised Memorandum of Agreement (City of Temecula - BIA)/Pala Road' Bridge. At the meeting of January 30, 1995 Mr. Patel, BIA Sacramento office representative indicated that revisions were forthcoming. Following changes were made to the original agreement: 1. Added Item A-5, regarding annual modification of agreement, adding of available funds. 2. Modified Item D-5, to include submittal of monthly invoice/progress payment along with monthly progress report. r:WAc4k~95~mem~brmdley3 .mem/,jp IN REPLY REFER TO: United States Department of the Interior · BUREAU OF INDIAN AFFAIRS Sacramento Area Office 2800 Cottage Way Sacramento, California 95825 JAN 2 6 Joe Kicak Director of Public Works City of Temecula 43174 Business Park Drive Temecula, Califorma 92590 JAN 25 ENGTNE!a:~m~ 1995 Dear Mr. Kicak: In our letter dated November 4, 1994, we sent the final Memorandum of Agreement (MOA) for replacement of the Pala Road Bridge for approval. In the agreement we forgot to include the requirement for submittal of the invoice/progress payment by the City for payment for construction work accomplished by you (your contractor). Therefore, we have enclosed the revised agreement which includes the need for submittal of the invoice/progress payment. In the revised agreement, we have also added paragraph 5 (Each year... the agreement) to clarify further the availibility of funds for the replacement of the bridge. Since we have revised the agreement for which you need additional time for review and approval of the agreement, your response due date has been extended from February 15, 1995 to February 28, 1995. fLea Director Enclosure Agreement No. __ MEMORANDUM OF AGREEMENT BETWEEN THE BUREAU OF INDIAN AFFAIRS AND CITY OF TEMECULA FOR BRIDGE REPLACEMENT This Memorandum of Agreement identifies and set forth the joint and individual responsibility of the Bureau of Indian Affairs (Sacramento Area Office) here-in-after referred to as the Bureau and the City of Temecula here-m-after referred to as the City for cooperative project of replacement of bridge No. 56C-165 (City bridge) existing on FASW 950 (Pala Road) over Temecula Creek, located about two-tenth (0.20) miles southeast of SR 79 in Temecula City, Riverside County. A. Funding l. The city will provide 20% matching funds of total bridge replacement cost. The Bureau will provide 80% of the total bridge replacement cost not to exceed $6,000,000. , All preliminary and final design of the bridge will be ftmded by the City with the matching funds. Any additional funds needed for the design of the bridge will be provided by the Bureau from 80% bridge program funds. Upon completion of design and approval of plans, specifications, and estimate by the Federal Highway Administration, the Bureau will obligate 80% matching for construction of the bridge over period of years subject to availability of funds. Each year, funds available for the bridge from the Bureau will be added by the Bureau by issuing a modification of the agreement. o Bureau will release the obligated funds on basis of accomplishment of construction of bridge and submittal of invoice/progress payment. The total funds (80%) available from the Bureau for the replacement of the bridge will be determined by the Bureau and will inform the City of the mount available to the City for the bridge. at the beginrang of each Federal fiscal year. B. Planning, Programming and Coordination The City will be the lead agency and responsible for planning, programming and coordinating all activities related to the replacement of the bridge with other appropriate governmental and private agencies. 2. The Bureau may provide technical assistance upon request to the City in accomplishment of the above mentioned activities. C. Survey and Design, Advertisement and Award of the Project The City will perform survey, foundation investigation and design for new bridge in accordance with current Federal Highway Standards. The City will prepare the environmental documents and perform mitigation action if necessary to comply with Federal and State laws and regulations. The City will submit the preliminary and final plans, specifications and estimate to the Bureau and Federal Highway Administration for review and approval of the project. The City will be responsible for preparation of the final contract package for advertisement and award of the project. , If possible, the City will include contract clause in the bid solicitations that will require the bridge contractor to provide Indian preference in hiring workers. The City will not award the project until the funds become available for construction of the project. D. Construction The City will be responsible for engineering supervision of construction activities at the project site, including survey, inspection, testing, reporting, contract monitoring, maintaining project record, preparation of progress estimate, change orders, and the daily documentation of events and construction progress. The Bureau and Federal Highway Administration (FHWA) may perform inspections as necessary during construction of the bridge. The City will request the Bureau for final inspection of the project. The Bureau and FHWA will perform final inspection of the project and will provide concurrence in acceptance of contractor's work. F, The City will keep the Bureau informed of construction or construction engineering ovemm and will obtain approval of any change order from the Bureau if such change order will result in need for additional funds from the Bureau which may require the supplement agreement or amendment to the MOA. The City will provide monthly progress report with invoice/progress payment to the Bureau during the construction of the bridge. The City will complete the construction within 5 years from the date of signing the agreement. Ownership and Maintenance of the Bridge The City will be the owner of the bridge prior, during and after completion of the ' bridge. The City will be responsible for maintenance of the bridge prior, during and after completion of the bridge. 3. The bridge shall be open to the public. Project Closeout The City will provide the Bureau with final total project cost report with breakdown for survey, design, construction, contract monitoring and quality control. The City hereby agrees to indemnify and hold harmless the United States, its agents and employees, from any loss or damage from any liability on account of personal injury, death, or property damage, or claims for personal injury, death, or property damage of any nature caused by any person, finn, or corporation authorized to act on behalf of the City with regard to the City's activities under this MOA. Recommended: Area Road Engineer Bureau of Indian Affairs Sacramento Area Office Date Approve, d: Area Director Bureau of Indian Affairs Sacramemo Area Office Date Director of Public Works/City City of Temecula Date 81/31/18~5 15:08 9888844192 ~GLOW PAGE PECBANOA INDIAN mN~8~RVATION Poet OrBera Boa 14~7 · 'llmtw~m, C~ 8~ff~8 Tebphonm (808) 8784788 FAX (808) 8~8-17~8 January 31, 1994 Jem~ Mirerode Caunnit Msmbsrs: Mark Maearm Patti Murphy, Jr. Norman istm, Mafia Russell BHITudd rn the spirit of developing re ible local govezTm~ntal relatic~m, the Pechanga Ba~ ~~ser~ Indiams has anrExmced to~a_ y it's intemtic~ =o oc~ti~ue su~t of t~e funding for a new Pala Road Bridge. Usin~ it's unique status as a sover~ go .vexTment, the 'shave bae able to secure ~ of up to $6, 000, GO0. O0 of~~F '~l Hi ,.ys A~daiStratic~ funds ~ich will be ac~ninister~ =hrou~ ~ e~JeBur~u of Indian Affairs (BIA). Jenri/e Miranda states, ,,This coora.~ated effort between the _Pechanga Tribal Council Teec~a City_ Council and the Bureau of Indian Affairs sets an ~istoric Weoedence of local ~mrr~m~cs workin~ hand in band for ~he beCtermsnt of their respective CC~lall ties." Recogni.zing t, ha= Dhe Pala Bridge needs to be ~ to beCCer 0 serve the nccds of both the aeservatic~ and the City f Tenecula, the ~ ' s took -several =rips to washin~C~ D. C. =o explain ,i the situatlca to BIA officials to eecure funding Co rep ace the bridge. After ex~ensive netw~_king betwcau __PeC41mga and BIA, the Band ,roached the City of Teecula .to offer bh.eir _m44~ t to advence or~ during its ~ciI m~=ting sch~uled this evening. The BIA is prepared_ to d31i~ate the fund- once the City c~iii~f ts to a 20f nmtc~, and has a signed Memorandum of A~.c_u..,~C (MOA) ~e ~s= =o a ~ of 86, 000, 000.00. ~ c~s~c~ f ~11 ~ ~s~ to ~e Ci~ ~til ~ ~ as ~e ~riaCe s~es ~ ~i~ ~ ~ ~lete. the late 1800's and now consists of rare iCs tribal enrollment is tar than 1,000 and is on the southern border of ~he City os~Tec~a. As a sovereign ~t, the Pechan a's work Cowerda ~ng both ~he Reser~ttc~ and ~[= ~=/es. APPROVAL CITY ATTORNEY FINANCE OFFICER CITY EAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT Mayor and City Council · Ronald E. Bradley, City Manager ~--~ January 31, 1995 Pala Road Bridge RECOMMENDATION: That the City Council authorize the Mayor to sign the Memorandum of Agreement between the Bureau of Indian Affairs and the City of Temecula. STAFF REPORT: As you are aware, the City has been involved in the planning process for the replacement of the Pala Road Bridge for some time. Several agencies, including Caltrans, Riverside County, Assessment District 159, and the City, had been moving toward replacement of this bridge. The involved agencies planned on moving forward early in 1993, but were delayed as a result of major flooding that occurred in the area after eleven consecutive days of rain which resulted in record runoff levels. The result of the 'flooding was that much of the early work on the project had to be redone in order to move forward with the project. At the same time, Councilmember Roberrs and staff were working with Pechanga Tribal leaders on other issues of mutual concern when the Band identified a potential source of additional funding for construction of the bridge through the Bureau of Indian Affairs. Consequently, the City has received an offer of a Bureau of Indian Affairs Grant to provide 80% of the total bridge replacement cost up to $6 million. A copy of the final Memorandum of Agreement between the Bureau of Indian Affairs and the City of Temecula is attached for your review. post-it® Fax Note 7671 Co./Dept. Phone # Co. Phone # AGENDA REPORT: Page 2 PALA ROAD BRIDGE The projected cost to replace the bridge is estimated to be $12.6 million at this time. Listed below are the source of funds available for the project: Bureau of Indian Affairs Grant FHWA Grant (Calt~ans) Local (20%) $6.0 million $4.0 million $2.6 million Total $12.6 million The local share of the, project is projected to come from the following sources: A.D. 159 (already funded) Bonds held by Riverside Co. Development Impact Fees General Fund Total Local Funds 81.0 million $ .6 million $ .5 million $ .5 million $2.6 million The two sources of the grant funds (Bureau of Indian Affairs and FHWA) are both funded by FHWA. These funds require local match of 20%, the estimated $2.6 million. We have no guarantees, however, it is our understanding that the Bureau of Indian Affairs' portion of FHWA grant can be used as local share of the funds. Any portion of the Bureau of Indian Affairs grant used for the local share would reduce the obligation of other sources for local share of funding. Completion of construction is estimated to be July 1997, but could be affected by requirements for additional architectural and historic work in the area to be impacted by the project. FISCAL IMPACT: Dependent on eligibility of current local funds allocated to project. Range of zero to $1.5 million from the General Fund Reserve. Attachment: Memorandum of Agreement MEMORANDUM OF AGREEMENT BETWEEN THE BUREAU OF INDIAN AFFAIRS- AND CITY OF TEMECULA FOR BRIDGE REPLACEMENT This Memorandum of Agreement identifies and set forth the joint and individual responsibility of the Bureau of Indian Affairs (Sacramento Area Office) here-in-after referred to as the Bureau and the City of Temecula here-in-after referred to as the City for cooperative project of replacement of bridge No. 56C-165 (City bridge) existing on FASW 950 (Pala Road) over Temecula Creek, located about two-tenth (0.20) miles southeast of SR 79 in Temecula City, Riverside County. A. Funding 1. The city will provide 20% matching funds of total bridge replacement project. o The Bureau will provide 80% of the total bridge replacement cost not to exceed $6,000,000. All preliminary and final design of the bridge will be funded by the City with the matching funds. Any additional funds needed for the design of the bridge will be provided by the Bureau from 80% bridge program funds. Upon completion of design and approval of plans, specifications, and estimate by the Federal Highway Administration, the Bureau will obligate 80% matching for construction of the bridge over period of years subject to availability fo funds. Bureau will release the obligated funds on basis of accomplishment of construction of bridge. The total funds (80%) available from the Bureau for the replacement of the bridge will be determined by the Bureau and will inform the City of the amount available to the City. for the bridge at the beginning of each Federal fiscal year. B, Planning Programming and Coordination The City will be the lead agency and responsible-for planning, programming and coordinating all activities related to the replacement of the bridge with other appropriate governmental and private agencies. 2. The Bureau may provide technical assistance upon request to the City in accomplishment of the above mentioned activities. Survey and Design, Advertisement and Award of the Project The City will perform survey, foundation investigation and design for new bridge in accordance with current Federal Highway Standards. The City will prepare the environmental documents and perform mitigation action if necessary to comply with Federal and State laws and regulations. , The City will submit the preliminary and final plans, specifications and estimate to the Bureau and Federal Highway Administration for review and approval of the project. The City will be responsible for preparation of the final contract package for advertisement and award of the project. If possible, the City will include contract clause in the bid solicitations that will require the bridge contractor to provide Indian preference in hiring workers. The City will not award the project until the funds become available for construction of the project. Construction The City will be responsible for engineering supervision of construction activities at the project site, including smwey, inspection, testing, reporting, contract monitoring, maintaining project record, preparation of progress estimate, change orders, and the daily documentation of events and construction progress. , The Bureau and Federal Highway Administration (FHWA) may perform inspections as necessary during construction of the bridge. The City will request the Bureau for final inspection of the project. The Bureau and FHWA will perform final inspection of the project and will provide concurrence in acceptance of contractor's work. The City will keep the Bureau informed of construction or construction engineering overnm and will obtain approval of any change order from the Bureau if such change order will result in need for additional funds from the Bureau which may require the supplement agreement or amendment to the MOA. The City will provide monthly progress report to the Bureau during the construction of the bridge. The City will complete the construction within 5 years form the date of signing the agreement. Ownership and Maintenance of the Bridge The City will be the owner of the bridge prior, during and after completion of the bridge. The City will be responsible for maintenance of the bridge prior, during and after completion of the bridge. 3. The bridge shall be open to the public. Project Closeout The City will provide the Bureau with final total project cost report with breakdown for survey, design, construction, contract monitoring and quality control. The City hereby agrees to indemnify and hold harmless the United States, its agents and employees, from any loss or damage fxom any liability on account of personal injury, death, or property damage, or claims for personal injury, death, or property damage of any nature caused by any person, firm, or corporation authorized to act on behalf of the City with regard to the City's activities under this MOA. Recommended: Area Road Engineer Bureau of Indian Affairs Sacramento Area Office Date Approve& Area Director Bureau of Indian Affairs Sacramento Area Office Date Director of Public Works/City City of Temeeula Date Item 2 APPROVAL CITY ATTORNEY 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 9250,000 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 9125,000 and the City paying 9125,000. 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 I 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 919,600 per year) new sales volume of 9145 million annually and new construction contracts in the estimated amount of 951.7 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 Redevelopment 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 Redevelopment 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 projections, 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., INC. 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.BoG. 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. ~RD AND RESTATED MEMORANDUM OF UNDERSTANDING REGARDING DEV~tG~ OF A MAJOR DESTINATION EN'Ii~T~ FACtt.rFY' WITHIN OLD TOWN TI~TECUL~ This Amended and Restated Memorandum of Understanding between the City of Temecula, a Municipal Cmporatio~ ("City") the Redevelopment Agency of the City of Temecula ("Agency") and T.Z.B.G., Inc., Cf.Z.B.G.) is made this 31st day of January, 1995. B~ClTAT-g W!~ERR~S, the City and the Agency desire to induce the development within the Old Town area of the City of Temecula of a major destination entertainment facility; such a facility would include converting a portion of the Old Town area of Temecuh 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 Opera House, avenue for food and wine shows, and/or other suitable venues ("herehafter referred to as the "Project"); and WHEREAS, T.Z.B.G. desires to acquire the exclusive right to negotiate a Disposition and Development Agreement ('DDA') with the City and the Agency to develop the Project in Old Town; and ~, 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 joinfly funded studies regarding economic feasibility, planning, engineering, traffic, parking, architecture 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 in~ 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 Redevelopmerit Plan and the Old Town Specific Plan; and WH~:ItR,a,S, 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 pwvide for the remaining studies required for the Project and to define the issues to be negotiated as pan of the DDA. NOW TH~DI)RE, in consideration of the recitals set forth above, the parties hereto, enter into the following Amended and llesistecl MOU: L C-RANT OF OFtION The City and the Agency hereby grant to T.Z.B.G. the exclusive fight 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 mended on March 8, 1994 and shah 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. H. EFFF. CT OF AUVISORY VOTE ON PRO.IFL'T The City Council has called for an election on March 7, 1995 to consider an Advisory Measure asking 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 ff 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 ent~ 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 termina~ negotiations for the disposition and development agreement. All parties agree that the pwvisions of this MOU, other than that the provisions of Paragraph 1~. relating to the payment of costs of studies, shah 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. * FEASIBH,rrY ~I'UDIF~ 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 matten: 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:~City Any~gmaa./2 2 Jammy 27, 1995 Area and the community. Those studies include but are not limited to the following matten: visual impact analyses, parking studies, land acquisition es, imntes and water studies. T.Z.B.G. authorizes and agrees to contribute an C. T.Z.B.G. has deposited with the City Ten Thousand Dollars ($10,000.00), which sum shall be applied against its last payment towards the Studies. The City sbn, bill T.Z.B.G. its one-half share of the cost of the Studies following 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 bill twenty (20) days after it is due, the City and Agency may terminate this MOU, provided that the City and Agency also shah have given T.Z.B.G. atleast 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 shah be the responsibility of the City and/or Agency and shall be specified in the DDA. Responsibility for the costs of the design, land 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, NF-GOTIATION OF DISPOSITION AND DF. VF. LO~ AGR~.EM~.NT A. The parties shall negotiate in good faith the terms of a Disposition and. Development Agreement ("DDA") which will provide 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 approval of a DDA in accordance with all applicable hws and reguln__tions. Nothing in this MOU obligates any of the parties to enter into a DDA. R:~C'~y Any~uffmaa.f~ 3 Jammay :27, 199~ B. As used in this MOU, the term "Entemlnm~t Facilities" means: (1) (1) The Opera House, (2) Wild West Tent Show, (3) virtual reality theaters, (4) cabaret/playhouse theaters (5') "quick draw" outdoor exhibitions (6) restaurants and rehted retail (7) land required for such facilities; and (8) parking and land required for all facilities. C. As used in this MOU, the term "Public Improvements' means the land acquisition, design and construction of the following: (1) Old Town First Street B_ridge; (2) Old Town Sixth Street Parking; 0) Old Town Building Facade; (4) Old Town Demonstration Block, including the Fwnt Street Repirs/Upgrades, Front Street Reco~truction, 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 Sqt/ar~. D. The parties shall negotiate the following terms for the DDA and upon approval by all parties pursuant to the procedures required by state hw, the DDA agreed upon shall be binding upon all parties: 1. Financing. 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 Facilitieso b. Public Impwvements: The City and/or the Agency shall be responsible for financing the Public Impwvements. 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 proposed to be financed through a benefit assessment district. Existing retail businesses and residents of the Old Town Specific Plan area will not be s.~sessed for those improvements. c. The City and/or the Agency and T.Z.B.G. sb~ll develop a plan pwviding for *conduit financing* for the Entertainment Facilities in the form of revenue bonds, industrial development R:lCity Atty~bffman.r2 4 Jmmm7 27, 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 shrill explici~y 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 fun 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; Co) 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 amount 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.7~.R.G. ReSponsibilities: a. nevelopment Phase. T.Z.B.G. will: (1) Contract with planners/architects/engineers and other consultants and design personnel for the R:~c~ ,,nyXnufrnma./2 S ~ Z/, 1995 b$ development of conceptual plans for the Enteminment Facilities. (2) Submit an application for a Specific Plan smendment, if necessary, to incorporate the entertninment facilities and/or mitigation measures required by the PtR. (3) T.Z.B.G. will pay all costs of contracts for the design of the Entertainment Facility. Construction Phn.~-. 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 preparation for the bid selection process and the negotiation of a construction contract with a general contractor and/or construction (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 Redevelopmerit 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 following: Preparation of construction budget and schedule; Preparation of engineering, soil, drainage, and other technical reports; Supervision and co-oration of design personnel and contractors; R:V2'~y ~.f2 6 Jumey r/, 1991 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, fire 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 Enteminment 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, fh-e, street maintenance and other city provided services. The Entertainment Fadh'ties 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. R:~C'~ AUy~uffnmn12 7 Irains7 27, 199'j (7) T.Z.B.G. shall include in the operations of the Enteminment Facilities, an educational component which will provide oppommities 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 wake every effort to provide diverse programming for the entertainment facilities reflecting a cross-section of community entertainment preferences. City ~nd A~ency ReSponsibilities: a. l)evelopment Phase: The City and/or Agency will be responsible for the design of the Public Impwvements. b. Construction Phase:. The City and/or Agency wili acquire the fight-of-way, design and construct the Public Improvements on a schedule consistent with the construction of- the Entertainment Facilities. c. Plnnnini, 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 to 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~Boffman.dr2 8 Jamrely :27, 1995 Temecula must comply, taldng 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 oclministmtive guidelin~ and prior to considering future entertainment rehted facilities affecting the Old Town area. The parties agree, however, that this Amended and Restated MOU does not restrict the discretion of the City Planning Commi.~ion, the City Council, the Redevelopment Agency Board or the City or Agency itself to approve, approve with conditions, or deny the proposed ~delines. The guidefines 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 concerning themes, quality of services and products, developed for entertainment related businesses; Proposed geographical locations for entertainment rehted uses, designed to avoid the proliferation of such uses in areas without adequate traffic 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. l)evel(lpment Schedule The DDA shall provide for a schedule of construction of the Entertainment Facilities and the Public Improvements which will minimize disruption of existing businesses within the Old Town area. R:~Clty Atty~Buffnmn./2 9 Jamas7 27, 1995 V. TERMINATION ff 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 HI, and the parties shall have no further obligations to each other. VL ff either party breaches this Memorandum, the other party's damages shall be limited to actual, out-of-poclzt expenses in attempting ~o 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. IlF-s{CRSION OF MOU The MOU dated October 12, 1993 and the Amended and Restated MOU dated March 8, 1994 arc hereby rescinded in favor of this Amended and Restated MOU dated January 31, 1995. IN WITNESS WHKKF/)F, the parties hereto 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 OFTEMECULA By: By: Zev Buffman President Karel F. Lindemans Mayor Pro Tern RRBEVEI, O~ AGENCY OF CITY OF TEMECULA By: Ronald J. Parks Chairman R~C'ay Any~Buffmsn/2 10 Jsmmry 2'/, 1995 ATrEST: 1une S. Greek, CMC City Clerk APPROVED AS TO FORM: Peter M. Thorson City Attorney CITY OF T~VlECIJLA OLD TOWN ENTERTAINMENT PROJECT WORKSHOP JANUARY 31, 1995 QUESTIONS AND ANSWk:aS How is the project to be rmanced? Public Improvement Costs. The City and the Redevelopmerit Agency are proposing to finance the public improvements for the project which are estimated to cost $11.6 million. These improvements are included in the Old Town Specific Plan and the City's- Capital Improvement Program. The improvements were planned to be constructed before the Old Town Entertainment Project was proposed. Although these improvements support the Old Town Entertainment project, they will be necessary even if the Entertainment Project is not approved. Financing for the public improvements will be derived from tax increment revenue, General Fund revenue, and, in the case of the Western Bypass Corridor, a benefit assessment district. The Memorandum of Understanding entered into between T.Z.B.G. and the City states that existing businesses and residents will not be included in the assessment district. Entertainment Facilities Costs. The entertainment facilities included in the Old Town Entertainment Project will be financed through private resources. It is proposed that the City and/or Redevelopment Agency act as a conduit for the issuance of tax exempt bonds for portions of the entertainment facilities. The conduit financing would not risk the City's credit nor would existing General Fund resources be used in the financing. The conduit merely provides the benefit of a tax exempt rate of interest for what is otherwise a privately secured financing. Conduit financing is typically used by cities and/or nxlevelopment agencies for economic development projects such as manufacturing facilities (Industrial Development Bonds), convention centers, and nonprofit uses such as medical facilities. Tax exempt bond financing has been used in California for a number of entatainment facilities including theaters in the cities of Poway, Escondido, and Cerritos. Other entertainment facilities such as the Anaheim Pond, San Diego Sports Arena, and the proposed expansion of Disneyland have utilized tax exempt financing with the assistance of public agencies. Are property tax increxses necessary to f'mance the project? No. Property tax increases are not required to finance the project. Neither new taxes nor increases in existing tax rates are contemplated in support of the project. -1- Q$ Why should the public be involved in any way in f'mancin~ the project? Providing a tax exempt rate of interest through a conduit financing for the Old Town Entertainment project is a means of stimulating economic development within the Old Town area without risking City resources. According to the Price Waterhouse report prepared for the City of Temecula, the Old Town Entertainment Project will create 2,500 new full time jobs with annual earnings of $19,600 per year, new sales volumes within the Temecula area of $145 million annually, and new construction contracts in the estimated mount of $51.7 million. This number does not include the $11.6 million of public improvements which will be constructed with or without the Old Town Entertainment Project. This economic stimulus is the basis for the City's involvement in the project. What is the City's risk in the event construction costs exceed the estimates? The Amended and Restated Memorandum of T3nderstanding (MOU) holds T.Z.B.G., Xnc. responsible for all construction cost overruns for the entertainment facilities. Since the City is not at risk for the finan~g, all constntction cost overruns must be funded by T.Z.B.G., inc. How does the Old Town Entertainment Project effect the City's responsibility to provide affordable homing under the requirements of the California Community Redevelopmerit Law? A total of 20% of the City's tax increment revenue within the redevelopment project area is committed to low and moderate income housing purposes. The economic growth created by the Old Town Entertainment Project will have a direct positive result on the amount of funds available to meet our affordable housing requirements. As an example, the .Redevelopmerit Agency now has a total of $1.3 million in its affordable housing fund and makes annual deposits of approximately $1.2 n~illion. These deposits are expected to grow in dire~t proportion to the growth of the tax base that will be created by new development in the Old Town area. Plans are underway to utilize available funds for affordable housing projects in support of the Old Town area such as rehabilitation of existing housing and construction of new housing for low and moderate income families and individuals. How does the proposed Old Town Entertainment Project fit within the Old Town Specific Plan? The Old Town Specific Phn, which was adopted by the City Council in February 1994 incorporates uses comparable to the Old Town Entertainment Project. in fact, the Entertainment Project represents about one half of the expected new development required to achieve the Old Town Specific Plan goals. -2- What is the impact of the proposed project on the Interstate lS Corridor? Since traffic studies are still underway for the project, final conclusions have not been drawn with respect to the need, if any, for improvements to the 1-15 Corridor. However, it is not expected that any improvements beyond those already scheduled will Now included in an existing assessment district (A.D. 159) are improvements to the interchange at 1-15 and Highway 79. This improvement is expected to be complete concurrent with the entertainment project. Also planned are improvements to the 1-15 interchange at Rancho California Road (CFD 88-12) project. What about flood control in the Old Town area: Preliminary design for flood control improvements is now underway. However, the Old Town Entertainment Project will not require the immediate resolution of flood control issues, particularly with the removal of the Showboat facility (originally programmed for the flood control channel) from the project. -3- DOCUMENTS SUBMITTED FOR THE RECORD RE Atif,'i , TIM 61_INCr ;D fes" ; oI I\lr Arfhur P, llcesc n (�y� Cle rK -lune Wil! GQ (o.for -the record /' Temecula, CA 92591 C' --- TU F. AN, 31, laq.g WSNOULI) C(TY-ISSUED lioND-5 ,$ NEF!T ,BUFF-MAN? 4.4 //3/%95 ¢3-E Ton; gh , Jar). 31) 1995 ak -01,r Ci-4y Coo .c;l rnee-hne, -ihc details. of- . inancial pl,An .for Su ratans old—r En4er-lolontcit Ceder wl l! supposedly he rev-cella. hyo m,4—tee how you look el- 4-heni� +-hey will eleAr ind; cue. -Lha-' 4-he C ►-Ij w!) ;scut dil bb ndS for Mt. 8 u- Malts buil d i s bad poltiort.i to+', as w cll as -foe ,Lhe. ticras4-1•ackAre -� %S reads, -tra-gic I;9 ltft and cdililic,5). The, Pedevek prniwb- A�citc j 1►11 act as a "condaa for 4-Az lssuamce o� c b Ands on beh21-F c4 t u11ntall -Eo y,fr -E,hecke I am -Uert,0re as1cnzi VIE TtIIlb VITAL quesio;ts, as all arlvoco& -for 4-he 6.1-1x.ryts o. Ttmecu(a) c)nd on ix-half e,f- 4-k(2, Mejtbctr ,they C; Cbwlu;I an. +hc. edfatop Ace Agency, ,, Mr. 13ugnt rat c[dirnS "h1s cotiqdftyWi(I dssurne all .c1naKcial respoAs;b)l;4-y i.c . projeck ¢lopped`' Firs- why woudcl ) mkt such a promise., cINL>:ss THE SPECTER. ' oV FAILURE Is A GENUINE AND rrR ONG POSsl.!IJTrI ;? Se corut f /tta cart pub n h ditct-c oh ia:k Old of nion) cow) No'( JOST A's EASILY FLOAT I-!IS owN RoNDS, TO PAY pots MUISu BUILPINGs Ah}b PARKING Lo TS ? COPY To: • ALL Mti 4-Jig answer lc 4-h .& if-the bonds will scll much Marc:. ;only, >I(E1t� or �u� bet ttse � \cJ dre b3cKr4 by the c; 's good ndAte ad/ Treasury' C,ITv culLNcIL LAe i -t-AZ .2bllow-i quecE-;o Ks 6r:se. • CIN CLERK Thirds c C` { muse issue. bei i5n Mr, Ru-�F>tita►t's behalf) q°1"14 r€wia) rNMLAN TIt P6-'ENTIA1, E AIP P R ERS WOULb mar TRUST •o II.E L MR. RUErNIM ? U CHAS L NA FO WA) WWI WWII) Tib CITY BE MDRE Cttl1IBLE AND NAIVE nW1 ParmrlB o ND1-lcI.DkRS? IF -ray (vo ULD NOT T US7 J4/M, wfN Si-10,uLb 1v F Artd Fl h,,. tuhJ should -the c 4-y RISK tis Gott NAME) AND INAIiUAL cRtp,1 B/LITYs fo bt)ck d priva+e ve► ure ? I ctrq. 4he rttent�aers �. ;�e c 4-y Coctnul 4o reject- Mi.c -foolish altd u wbr abl .alta cidlplan. And I wee t.i'ci.t]vuu of Teme cu.id +tag ott. 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