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HomeMy WebLinkAbout96-06 RDA Resolution RESOLUTION NO. RDA 96-06 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "AMENDMENT TO OWNER PARTICIPATION AGREEMENT" BY AND BETWEENTHE REDEVELOPMENT AGENCY OF THE CITY OFTEMECULA AND TEMECULA ENTERTA T VALLEY, INC., A CALIFORNIA CORPORATION (FORMERLY T.Z.B.G., INC.) DATED AS OF MARCH 26,1996 THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Redevelopment Agency of the City of Temecula does hereby find, determine and declare as follows: a. On August 31, 1995, the Agency and T.Z.B.G., Inc., entered into an Owner Participation Agreement (the "OPA"). b. The project proposed by Participant, Temecula Valley Entertainment, Inc. (formerly T.Z.B.G., Inc.), is generally known as the Old Town Entertainment Center Project and will generally consist of an Opera House, Wild West Arena, cabaret/playhouse theaters, "quick draw" and indoor/outdoor exhibitions, restaurants, theme-related retail, Old Town Festival Square, and parking facilities as more specifically described in Section 2.1 of the OPA ("Project"). C. The Project will be located within the Tourist Core Retail Area as designated on the Old Town Specific Plan and within the Westside Area as designated in the Westside Specific Plan. d. Prior to the consideration and adoption of this Resolution, both the City Council of the City of Temecula and the Redevelopment Agency of the City of Temecula held a duly noticed joint public hearing on March 26, 1996 to consider the proposed Amendment to Owner Participation Agreement ("Amendment"). The hearing was duly noticed pursuant to legal advertisements in a newspaper of general circulation within the community once per week for two successive weeks prior to the hearing pursuant to Government Code Section 6066. The Agency also prepared a "Summary Report Pursuant to Section 33433 of the California Community Redevelopment Law Regarding the Sale of Property Under Terms of an Amended Owner Participation Resos.Rda\96-06 Agreement by and between the Redevelopment Agency of the City of Temecula and Temecula Entertainment Valley, Inc. (a California Corporation)," which report was prepared in accordance with the provisions of Health and Safety Code Section 33334 and was on file in the City Clerk's Office of the City of Temecula and available for public inspection at the time of first publication of the Notice of Joint Public Hearing, which occurred on March II @ 1996. e. Completing the development of the Project and the redevelopment of the site pursuant to the OPA as modified by the Amendment will assist in the elimination of blight in the Project Area of the Redevelopment Plan of the Temecula Redevelopment Project Area 1988-1 and is consistent with the Implementation Plan adopted by the Agency for the Project Area in that the Project will: (1) provide a broad range of public service infrastructure improvements to induce private investment in the Old Town Area; (2) promote the preservation and enhancement of the Old Town Area in accordance with the goals and objectives of the Old Town Specific Plan; (3) promote the expansion of the Project Area's commercial base and local employment opportunities to provide jobs for the area; (4) assist in the continued development of the Old Town Area as a tourist destination and enhancement of the tourist industry as a major force within the community; (5) encourage and provide for development of vacant properties and replacement of the older non-historical retail buildings which typify the blight conditions which exist in the Project Area. Completing the redevelopment of the Site as proposed by this Amendment and the OPA will also assist in eliminating blight in the Project Area by generating new employment opportunities and development opportunities in the Project Area. f. The Amendment pertains to and affects the ability of the Agency to finance its statutory obligations and for all parties to finance and carry out the purposes of this Agreement and the goals of the Plan and is intended to be a contract within the meaning of Government Code Section 5351 1. 9.Following the Joint Public Hearing described in Section l.c. hereof, the City Council of the City of Temecula adopted Resolution No. 96- expressing its consent to the Agency entering into the Amendment to Owner Participation Agreement and making certain findings in connection with the Project as amended. h. The 'Agency' has carefully considered all of the written information and documents presented to it prior to and during the public hearing as well as the oral comments received at the public hearing. Section 2. Section 4.2 of the OPA, as modified by the Amendment, provides for the Participant to construct Public Improvements consisting of. (1) Renovation and expansion of the Old Town First Street Bridge; (2) Old Town Gateway Landscaping; (3) Old Town Demonstration Block, including the Front Street repairs/upgrades, Front Street Resos.Rda\96-06 -2- reconstruction, miscellaneous street improvements; (4) Old Town Sewer Improvements; (5) Old Town Water Improvements; (6) Old Town Storm Drain Improvements; and (7) the Western Bypass Corridor, as more particularly defined in Section 4.2. Section 4.2 also provides that the Agency itself will provide the following Public Improvements: (1) Main Street Bridge improvements, at its discretion; (2) Sixth Street Parking improvements; and (3) Main Street facades and non-conforming sign removal as more particularly defined in Section 4.2. (For the purposes of this Resolution, all of the designated public improvements will be referred to collectively as "Public Improvements.") The Agency hereby finds, determines and declares that: a. Providing for such Public Improvements is necessary to effectuate the purposes of the Redevelopment Plan for the reasons set forth in Section l.e. and for the reasons set forth in the Plan and accompanying reports, which specifically contemplate the construction of such Public Improvements, as well as the findings made by the Board of Supervisors in adopting the Redevelopment Plan and subsequently validated in a court challenge. b.The Public Improvements are of direct benefit to the Project Area and the immediatearea in which the Project is located for the reasons set forth in Section l.d. and forthe reasons set forth in the Plan and accompanying reports, which specifically contemplate the construction of such Public Improvements, as well as the findings made by the Board of Supervisors in adopting the Redevelopment Plan and subsequently validated in a court challenge. C. No other reasonable means of financing the Public Improvements are available to the community beyond those set forth in the OPA in that the Participant's obligations for constructing the Public Improvements substantially exceed the contributions of the Agency to the Project and for the reasons set forth in the Redevelopment Plan and accompanying reports, which specifically contemplate the construction of such Public Improvements, as well as the findings made by the Board of Supervisors in adopting the Redevelopment Plan and subsequently validated in a court challenge. d. Providing for the Public Improvements will assist in the elimination of one or more of the blighting conditions inside the Project Area and is consistent with the Implementation Plan adopted for the Project Area for the reasons set forth in Section l.e. and for the reasons set forth in the Plan and accompanying reports, which specifically contemplate the construction of such Public Improvements, as well as the findings made by the Board of Supervisors in adopting the Redevelopment Plan and subsequently validated in a court challenge. Section 3. Pursuant to Section 2.5 of the Amendment which adds Section 2.8 to the OPA, the Agency agrees to convey the Main Street Property, located at 41953 Main Resos.Rda\96-06 -3- Street, Temecula (the "Property"), to the Participant at a purchase price of $98,484 plus interest on this amount at the Agency's investment rate from May 4, 1995 (the date of acquisition) to the date of conveyance to the Participant. The Purchase Price represents the actual costs of acquiring the property, including purchase price, costs of development paid to the previous owner and interests costs in carrying the property. An MAI appraisal values the Property at $85,000 to $90,000. The 'Agency hereby finds, determines and declares that, as defined in Health and Safety Code Section 33433, the purchase price the Agency will receive for the Property is not less than fair market value of the Property at its highest and best use in accordance with the Redevelopment Plan and further finds, determines and declares that the sale of the Property as described in Section 2.5 of the Amendment to the OPA will assist in the elimination of blight within the Project Area and is consistent with the Implementation Plan adopted for the Project Area for the reasons set forth in Section I.e. of this Resolution. Sectio@ The 'Agency' hereby finds and determines that based upon the prior Environmental Impact Reports prepared for this Project and the findings made in this Section, no further environmental review is required for the Amendment. On June 13, 1995, the City Council of the City of Temecula adopted Resolution No. 95-49 entitled "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA CERTIFYING PLANNING APPLICATION NO. 95-0031 (FINAL ENVIRONMENTAL IMPACT REPORT) ADOPTING FINDINGS OF FACT AND STATEMENT OF OVERRIDING CONSIDERATION AND APPROVING THE MITIGATION MONITORING PROGRAM ON PROPERTY GENERALLY LOCATED WEST OF INTERSTATE 15, EAST OF THE CITY'S WESTERN BORDER, SOUTH OF RANCHO CALIFORNIA ROAD AND NORTH OF THE SANTA MARGARITA RIVER" certifying the Environmental Impact Report for the Project. Additionally, in adopting the Redevelopment Plan, the Board of Supervisors approved and certified an Environmental Impact Report for the Redevelopment Plan which specifically addressed the environmental impacts of the Public Improvements which were also described in the Redevelopment Plan. Therefore, pursuant to 14 Cal. Admin. Code Section 15180, no further environmental review is required for the Amendment unless required by 14 Cal. Admin. Code Sections 15161 or 15163. Pursuant to 14 Cal. Admin. Code Sections 15161 or 15163, neither a subsequent EIR nor a Supplemental EIR is required for the Amendment based on the following findings of the Agency: a. All of the private elements of the Project as modified by the Amendment and the Public Improvements as modified by the Amendment were contemplated and fully and properly analyzed in the EIR certified and approved by the City Council on June 13, 1995 and all of the Public Improvements as modified by the Amendment were also contemplated and analyzed in the EIR certified and approved as part of the approval of the Redevelopment Plan. b. There have been nQ subsequent changes to the Project since June 13, 1995 which would require major revisions of the previous EIR due to the involvement Resos.Rda\96-06 of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. C. Substantial changes have = occurred with respect to the circumstances under which the Project is undertaken which will require major revisions of the previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. d. There is no new information since the certification of the EIR which would show or tend to show that the Project might have one or more significant effects not discussed in the previous EIR. e. There is nQ new information since the certification of the previous EIR which would show or tend to show that significant effects previously examined might be substantially more severe than shown in the EIR. f. There is na new information since the certification of the EIR which would show or tend to show that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the Project. 9- There is na new information since the certification of the EIR which would show or tend to show that mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment. Section 5. The Redevelopment Agency of the City of Temecula hereby approves that certain agreement entitled "Amendment to Owner Participation Agreement" by and between the Redevelopment Agency of the City of Temecula and Temecula Entertainment Valley, Inc., formerly T.Z.B.G., Inc., dated as of March 26, 1996, in substantially the form attached hereto as Exhibit A, and hereby directs the Chairperson of the Agency to execute the Agreement on behalf of the Agency. Additionally, the Executive Director is hereby authorized and directed to execute on behalf of the Agency the documents necessary to effectuate the assignment of obligations of the Participant described and approved by the Board in Section 2.12 of the Amendment. Section 6. The Secretary shall certify the adoption of this Resolution. Resos.Rda\96-06 -5- PASSED, APPROVED AND ADOPTED by the the Redevelopment Agency of the City of Temecula on the 26th day of March, 1996 Patricia H. Birdsall, Chairperson ATTEST: JGreek, CMC/Agency Secretary/ City Clerk [SEAL] Resos.Rda\96-06 -6- 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 96-06 was duly and regularly adopted by the Redevelopment Agency of the City of Temecula at a regular meeting thereof, held on the 26th day of March, 1996, by the following vote, to wit: AYES: 3 AGENCY MEMBERS: Birdsall, Ford, Lindemans NOES: 0 AGENCY MEMBERS: None ABSENT: 1 AGENCY MEMBERS: Roberts ABSTAIN: 1 AGENCY MEMBERS: Stone June@. Greek, CMC/Agency Secretary/ City Clerk Resos.Rda\96-06 -7- RECORDING REQUESTED BY EXHIBIT "A" Cox, Castle & Nicholson NAME MAJLING ADDRESS CITY, STATE ZIP CODE WHEN RECORDED MAIL TO Julie E. Knipstein, Escl. 28th Floor - 2049 Century Park East Los Angeles, CA 90067 SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE AMENDMENT TO OWNER PARTICIPATION AGREEMENT THIS AMENDMENT TO OWNER PARTICIPATION AGREEMENT (the "Amendment") is entered into on March 26, 1996 by and between the Redevelopment Agency of the City of Temecula (the "Agency") and Temecula Entertainment Valley, Inc. a California corporation (formerly known as T.Z.B.G. Inc.) (the "Participant"). Any terms not defined herein shall have the meaning set forth in the Owner Participation Agreement dated August 31, 1995, by and between the Agency and Participant (the "OPA"). ARTICLE I SUBJECT OF AMENDMEaNT Section 1.1 Purpose of Amendment A. The Agency and the Participant have entered into the OPA to provide for the redevelopment of the Site (as described on Exhibit 1 hereto) by constructing Entertainment Facilities and Public Facilities (collectively, the "Project") in accordance with the Redevelopment Plan for the Temecula Redevelopment Project Area 1988-1. B. The Agency has agreed under the OPA to contribute funds towards the acquisition of land and the design, construction and installation of the Public Improvements (the "Agency Contribution"). C. The Agency has also agreed to convey certain property, known as the "Main Street Property" (as described on Exhibit 2 hereto) for resale to the Participant for the benefit of the Project. D. The Participant will assign to Fluor Daniel, Inc., a California corporation ("Fluor Daniel"), all of the Participant's obligation under the OPA to design, construct and install the Public Improvements. E. The Agency and the Participant wish to amend certain provisions of the OPA to amend and clarify their rights and obligations with respect to (i) the Agency Contribution, (ii) the design, construction and installation of the Public Improvements, (iii) the conveyance of the Main Street Property and (iv) certain other matters as set forth in this Amendment. F. Completing the redevelopment of the Site pursuant to this Amendment and the OPA will assist in the elimination of blight in the Project Area as identified in the proceedings establishing the Project Area, in that the Project will: (i) provide a broad range of public service infrastructure improvements to induce private investment in the Old Town Area (as defined in the Old Town Specific Plan); (ii) promote the preservation and enhancement of the Old Town Area in accordance with the goals and objectives of the Old Town Specific Plan; (iii) promote the expansion of the Project Area's commercial base and local employment opportunities to provide jobs for the area; (iv) assist in the continued development of the Old Town Area as a tourist destination and enhancement of the tourist industry as a major force within the community; and (v) encourage and provide for development of vacant properties and replacement of the older non-historical retail buildings which typify the blight conditions which exist in the Project Area. Completing the redevelopment of the Site as proposed by this Amendment and the OPA will also assist in eliminating blight in the Project Area by generating new employment opportunities in the Project Area. G. This Amendment pertains to and affects the ability of the Agency to finance its statutory obligations and for all parties to finance and carry out the purposes of this Amendment and the OPA and the goals of the Plan and is intended to be a contract within the meaning of Government Code Section 53511. ARTICLE H AMENDMENTS TO OPA Section 2.1. Amendment of Section 2.1(A) A. Section 2.1(A)(2) of the OPA shall be amended to delete the "and" between items (5) and (6) and add the following phrase at the end of the paragraph "(7) the Western Bypass Corridor." B. Section 2.1(A)(3) shall be amended to delete the following sentence: "The Western Bypass Corridor will built as part of an assessment district described in Section 4.3 of this Agreement." Section 2.2. Amendment of Section 2.1(B) Section 2.1(13) of the OPA is hereby deleted in its entirety and replaced with the following language: "The Agency and the Participant acknowledge that the Participant will incur substantial cost in the development of the Project. The Agency shall contribute funds to the Participant in the amount of seven million four hundred fifty-eight thousand five hundred and fifty dollars ($7,458,550.) towards development of the Project. The Agency's contribution to the Participant for the Project of this amount is based upon the original contribution of five million nine hundred eighty seven thousand seven hundred dollars ($5,987,700) as described in the OPA and the amount of one million four hundred seventy thousand, eight hundred and fifty dollars ($1,470,850) representing the amount of the assessments for the Western Bypass for certain property owners not related to the Project which the Agency has agreed to pay on their behalf. In partial consideration for :25675 2529~ ! -~2- such contribution, the Participant has agreed to develop the Project, and such development will create a public benefit of approximately seven million four hundred fifty-eight thousand five hundred and fifty dollars ($7,458,550), and the Agency shall have the right to receive certain moneys pursuant to Section 4.6 hereof." Section 2.3. Amendment of Section 2.2(B) Section 2.203) of the OPA is hereby amended by deleting the reference therein to five million nine hundred eighty seven thousand seven hundred dollars ($5,987,700) and replacing it with "seven million four hundred fifty-eight thousand, five hundred and fifty dollars ($7,458,550).' Section 2.4. Amendment of Section 2.4(A~ The first sentence of Section 2.4(A) of the OPA is hereby deleted in its entirety and replaced with the following language: 'The Participant shall defend, indemnify, assume all responsibility for and hold the Agency and the City, and their respective elected and appointed officers and employees, harmless from all costs (including reasonable attorneys fees and costs), claims, demands or liabilities judgments for injury or damage to property and injuries to persons, including death, which may be caused by any of the Participant's activities under this Agreement, whether such activities or performance thereof be by the Participant or anyone directly employed or contracted with by the Participant, and whether such damage shall accrue or be discovered before or termination of this Agreement; provided, however, that the Participant shall not be required to indemnify or hold the Agency harmless for any claims, demands or liabilities judgments relating to the design, construction or installation of the Public Improvements by Fluor Daniel; provided, further that the Participant shall not be required to indemnify or hold Agency harmless for injuries resulting from the negligence or willful misconduct of the Agency, its elected or appointed officials and employees.' Section 2.5. Conveyance of Main Street Property. Article II of the OPA is hereby amended by adding the following language as Section 2.8: 'Section 2.8 Conveyance and Purchase of Main Street Property A. The Agency agrees to convey the Main Street Property, located at 41953 Main Street, Temecula, to the Participant. The Participant agrees to purchase the Main Street Property from the Agency and to redevelop the Main Street Property subject to the terms and conditions hereof. The Agency and the Participant agree that the purchase price for the Main Street Property shall be ninety-eight thousand, four hundred eighty-four dollars ($98,484), plus interest on said amount from the date of the purchase by the City of Temecula to the date of conveyance to Participant at the Agency's investment rate (which is the rate of the Local Agency Investment Fund) (the "Main Street Purchase Price"). The Participant shall pay the Main Street Purchase Price to the Agency within five (5) days of the Participant's acceptance of the Main Street Property in accordance with the terms hereof, but not earlier than the date the Agency contributes funds to the Project pursuant to Section 4.2 E., unless the Agency otherwise elects in its discretion. B. The Participant shall be responsible for conducting any due diligence that the Participant deems to be necessary prior to purchase of the Main Street Property. The Participant and the Agency agree that First American Title Insurance Company will provide the title insurance policy /EKNIPST 25675 ~529~ 1 -3- for the Main Street Property. Upon the satisfactory conclusion of the Participant's due diligence investigation of the Main Street Property, the Participant will provide the Agency with written notice of Participant's acceptance or reic~ction of the Main Street Property. The Agency agrees to convey fee simple title to the Main Street Property by Grant Deed to the Participant within ten (10) days of the Ageney's receipt of the Participant's written notice of acceptance of the Main Street Property, but not earlier than the date the Agency contributes funds to the Project pursuant to Section 4.2 E., unless the Ag::~, .:v otherwise elects in its discretion. In the event that the Participant rejects the Main Street Propex-~7 me provisions of this Section 2.8 shall be null and v:~td. Upon conveyance of the Main Street Property to the Participant, the Participant shall thereafter be solely responsible for the demolition or removal of any improvements or subsurface structures and underground storage tanks and removal or remediation of any contaminated materials or toxic or hazardous waste as required by law, whether or not any such material was present on the Property at the time of conveyance and whethe:' or not such material was identified in any reports concerning the Property.' Section 2.6. Acquisition and Convevance of First Street Extension Property Article H of the OPA is hereby amended by adding the following language as Section 2.9: "Section 2.9. Acquisition of First Street Extension Property The Agency and the Participant understand and acknowledge that a community facilities district being form~ "~;struct the Public Imprc~?ments will acquire the land required for the First Street Extension and ~ e CFD will pay all costs of the CFD incurred in acquiring the necessary property and conveya~-~,~c~ of such property ~ the entity that will ultimately own and operate the related Public Improvement." Section 2.7. Financing of Western Bypass Corridor Because the Western Bypass Corridor has been added to the definition of Public Improvements pursuant to Section 2~ i (A)(2), Section 4. I(C) is hereby deleted. Section 2.8. Amendment of Section 3.7(D~ Section 3.7(D) of the OPA is hereby amended by deleting the language contained therein in its entirety and replacing it with the following: "D. It is anticipated that the Participant will acquire parcels of property for the Project that surrounds certain street rights of way owned by the City. It is also anticipated that the City will vacate such street rights of way upon the purchase of the surrounding parcels by the Participant, and that portions of the Project will be situated on such street rights of way. The Agency agrees that the Agency will use its best efforts to either (i) obtain a vacation of such street rights of way from the City in accordance with law, or (ii) to acquire such street rights of way from the City and lease such street rights of way to the Participant." Section 2.9. Improvements Agency Contribution and Financing of the Public A. Section 4.2(A) of the OPA is hereby amended by deleting the language contained therein in its entirety and replacing it with the following language: 'The Participant shall design, acquire land, construct and install all of the Public Improvements at its sole risk, cost and expense in accordance with the terms of this Agreement. The Agency hereby agrees to cooperate with the Participant's efforts to finance the Public Improvements through a community facilities district, the boundaries of which shall include the Site. As specifically provided in Paragraph 2. lB., the Agency shall contribute funds to the Participant in the amount of seven million four hundred eighty dollars ($7,458,550) towards the development of the Project. The Ageney's contribution to the Participant for the Project of this amount is based upon the original contribution of five million nine hundred eighty seven thousand seven hundred dollars ($5,987,700) as described in the OPA and the amount of one million four hundred seventy thousand, eight hundred fifty ($1,470,850), representing the amount of the assessments for the Western Bypass for certain property owners not related to the Project which the Agency has agreed to pay on their behalf.' B. The first sentence of Section 4.2(B) is hereby deleted and replaced with the following sentence "Participant shall design the Public Improvements." C. The first sentence in Section 4.2(D) is hereby deleted and replaced with the following sentence: "Participant shall be solely responsible for all cost overruns or expenses incurred in building the Public Improvements in excess of the Agency's contribution." D. Section 4.2(E) shall be amended to read as follows: "E. Agency shall pay the sum specified in Subparagraph A to Participant upon ten (10) business days notice following completion of the following events, provided, however, that such payment shall not be made earlier than sixty (60) days from the date of this Amendment (unless the Agency determines in its sole discretion to make such payment prior to the tolling of such sixty (60) day period): The financing for the Entertainment Facilities has closed or the Agency determines in its sole and unfettered discretion that commitments are in place that assure its closing; and The Participant provides the Agency with fully executed agreements guaranteeing in a form acceptable to the Agency that (i) the Public Improvements will be built, and (ii) providing that an indenmity or indemnities shall be provided in favor of the Agency to the effect that those parties performing work on the Public Improvements will defend, indemnify and hold harmless the Agency for claims arising from the design and construction of the Public Improvements, which agreements for the Public Improvements will be consistent with the provisions of this Article." 2567.5 252998 1 -5- Section 2.10. Western Bypass Assessment District Section 4.3 of the OPA shall be deleted in its entirety. Section 2.11. Amendment of Section 4.6 A. The introductory sentence of Section 4.6(A)(2) shall be deleted in its entirety and replaced with the following language: ~As additional consideration and return for the Agency's contribution of seven million four hundred fifty-eight thousand five hundred and fifty dollars (($7,458,550)) pursuant to Paragraph 2. lB. and Section 4.2 hereof, following the period of thirty-five (35) years from the date of the closing of the financing of the Entertainment Facilities, a portion of the User Charge shall be paid to the Agency as follows:~ ao Section 4.6 is further amended by adding the following new paragraph 4.6 A.2. (d): '(d) The Agency may, in its discretion, assign the right to receive the User Charges described in this Section 4.6 A.2. to the City of Temecula, and the Participant hereby consents to such assignment. In the event the Agency is for any reason unable to receive such User Charge revenues as described in this Section 4.2 A.2., the Participant agrees to pay such User Charge revenues to the City of Temecula. ~ Section 2.12. Assignment to Fluor Daniel The Agency acknowledges and agrees that Participant may, pursuant to Section 1.5 of the OPA, assign to Fluor Daniel, and Fluor Daniel may assume (a) Participant's obligation to design, install and construct the Public Improvements, and Co) Participant's right to receive payment for certain Design Work in the event of termination of the OPA prior to commencement of the construction of the Public Improvements, as set forth in and subject to the limitations on payment for such work as set forth in Section 4.2 G. of the OPA. By execution of this Amendment, the Agency hereby consents to such assignment by Participant and assumption by Fluor Daniel. Section 2.13. Amendment of Exhibit No. 3 Exhibit No. 3 (Description of Public Improvements) to the OPA is hereby deleted in its entirety and replaced with the Description of Public Improvements attached as Exhibit 3 hereto. Section 2.14. Change in Name of Participant On February 21, 1996, the Participant's name changed from T.Z.B.G. Inc., a California corporation, to Temecula Entertainment Valley, Inc., a California corporation. The Participant represents the change was in name only, and that the officers of the Participant have not changed. By execution of this Amendment, the Agency hereby consents to the change in Participant's name. All references in the OPA to 'T.Z.B.G. Inc.' shall be deemed to refer to Temecula Entertainment Valley, Inc. 256?$ 2~299~ I '-6- ARTICLE HI GENERAL PROVISIONS Section 3.1. Effect of Amendment All references in the OPA and all attachments to the OPA referencing the OPA shall refer to the OPA as amended by this Amendment. Except as specifically set forth herein, each of the terms and conditions of the OPA shall remain unmodified and remain in full force and effect. Section 3.2. Execution in Counterparts This amendment may be executed in any number of original counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The original signature page of any counterpart may be detached therefor and attached to any other counterpart identical thereto (except having additional signature pages executed by other parties to this Amendment) without impairing the legal effect of any such signature(s). l~d~111~ 2~75 2~2998 I -7- IN WITNESS WHEREOF, the Agency and the Participant have executed this Amendment as of the dates set opposite their signatures. DATED: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By: Patricia H. Birdsall Chairperson ATTEST: By: JUNE S. GREEK Secretary APPROVED AS TO FORM: By: PETER M. THORSON General Counsel DATED: VALLEY, INC. ~ :Z~675 ~ I -8- EXHIBIT 1 LEGAL DESCRIFFION OF THE SITE The area of the Project Site is bounded by the following: Beginning at the centerline of Rancho California Road and the westerly City Limits; thence, southeasterly along the City Limit line to its intersection with the centerline of Interstate 15 to the centerline of Rancho California Road; thence, westerly along the centerline of Rancho California Road to the Point of Beginning. EXHIBIT 2 LEGAL DESCRIPTION OF MAIN STREET PROPERTY Lots 9 and 10 of Block 20 of Town of Temecula, in the County of Riverside, State of California, as per map recorded in Book 15, page 726, of Maps, in the Office of the County Recorder of said County. Together with the Northwesterly 10 feet of Main Street as abandoned by a Resolution of the Board of Supervisors, recorded April 23, 1975, as Instrument No. 46491, and the Southeasterly 1/2 of that certain unnamed alley lying adjacent to said Lots 9 and 10, which would pass by a conveyance of said Lots, said alley being abandoned by a Resolution of the Board of Supervisors recorded February 22, 1980, as Instrument No. 35285, of Official Records. EXHIBIT 3 DESCRIPTION OF PUBLIC IMPROVEMENTS The public improvements described herein shall include the land acquisition, design and construction of the facilities and shall include all associated and incidental facilities which may or may not be specifically identified in the description unless specifically noted otherwise. OLD TOWN STREET IMPROVEMENTS - FIRST ST. ROAD AND BRIDGE Facilities for Street Improvements as approved by the City of Temecula: Provide a 78 foot wide street right-of-way, 58 feet of roadway pavement in First Street from the Western Bypass Corridor to Front Street including a bridge over Murrietta Creek and traffic signalization at the intersection of Front Street. Provide new intersection configuration at Front St., First St. and Santiago Rd. Preliminary and final design of facilities shall be by the City of Temecula and the design shall be provided to the Community Facilities District CCFD*) without additional charge. The design and construction of the utilities as may be required by various utility companies to provide the required services to the proposed Westside development are addressed elsewhere in this Exhibit. City of Temecula shall be responsible for obtaining and paying for all the permits including the City of Temecula, U.S. Army Corps of Engineers, California Depatiauent of Fish and Game, U.S. Department of Fish and Wild Life, Riverside County Flood Control and any other permits and approvals as may be required, and the CFD shall reimburse the City for the costs of all permits and environmental studies. City of Temecula shall acquire all necessary right of way and shall relocate as required businesses, tenants and property owners. The CFD shall reimburse the City for actual costs of the land and relocations, including the costs of third party contracts for consultants for land acquisition and relocation. e OLD TOWN GATEWAY LANDSCAPING PROJECT Facilities for Gateway Landscaping Improvements as approved by the City of Temecula: Provide design and construction of the Old Town Gateway Landscaping improvements as approved by the City. Design shall include trees and other landscaping along the Westside of Front St. between Front St. and (Murrietta Creek) and Rancho California Rd. to the Post Office. Street tree placement shall be in conformance with the Old Town Specific Plan. The City shall acquire the necessary right of way and the CFD shall reimburse the City for the actual costs of the land, including the costs of third party contracts for consultants for land acquisition and relocation. Submit the Landscape Plan to the Planning Department for review and approval. Construct and install the landscaping in accordance with the Landscape Plan and scope of work as approved. The scope of work shall be the design and design administration of improvements and construction and construction administration of the approved design. The approved design shall be such that the entire cost of design, construction, administration and all other associated project costs, as approved the City, do not exceed $83,500. There shall be no obligation to perform any of the scope herein which would result in charges in excess thereof, absent mutual agreement of the parties to increase said allowance. OLD TOWN DEMONSTRATION BLOCK (STREETSCAPE) Facilities for Streetscape and Landscaping Improvements, including the Front St. Repairs and Upgrades, Front St. Reconstruction and Miscellaneous Street Improvements, as approved by the City of Temecula: Provide design and construction of improvements to existing Old Town public areas, particularly the area of the intersection of Front St. and Main St. Improvements shall include paving, curbs, gutters, sidewalks, landscaping, irrigation, lighting, street furniture and other upgrades as approved by the City. Scope of work shall be the design, design administration, construction and construction administration of improvements tt~ an area as designated by the City. The Design scope approved for construction shall be such that the entire cost of design, construction and administration, construction management and all other associated project costs, as approved by the City, do not exceed $698,000. There shall be no obligation to perform any portion of the scope herein which would result in charges in excess thereof, absent mutual agreement of the parties to increase said allowance. Provide a conceptual design and submit to Planning Department for review and approval for the following: 111. Landscaping and Lighting. Public signage, including Gateway entry sign, directional signs and street name pole signs Street improvements to include curb, gutter, sidewalk (boardwalk), paving, street lighting with sound system, street furniture to include wood benches, phone booths, trash receptacles, newspaper racks, mailboxes, bus shelters and drinking fountains, all in general conformance with the Old Town Specific Plan and Circulation Element of the General Plan. Prepare the necessary plans, specifications and a detailed cost estimate for the approved scope of work and submit for review by the City. Construct the facilities as per approved plans and scope of work. Design shall be provided to facilitate the final design and to eliminate potential future drainage problems. 4. OLD TOWN SEWER IMPROVEMENTS Determination of need has been based upon the existing facilities, the Ultimate Plan, Old Town Specific Plan and Westside Specific Plan, including Entertainment Facilities. The following facilities for Sanitary Sewer Improvements shall be designed and constructed: Provide a sewer lift station located in the vicinity of First Street and Pujol Street. The lift station will have the capacity to pump approximately 2.6 million gallons per day (MGD). The existing Temecula Lift Station, located adjacent to First Street, west of Front Street, will be abandoned and a sewer main will be constructed from the lift station to the proposed lift station, located in the vicinity of First and Pujol Streets. The discharge from the proposed lift station will be collected with a force main located in Pujol Street, flowing southerly to the beginning of the proposed Western Bypass Corridor Bridge, then by gravity flow across the Bridge southerly to the existing Pala Lift Station. The Front Street Lift Station will be abandoned and a sewer main will be constructed to deliver the existing flows to the existing Pala Lift Station via the new gravity main at the Western Bypass Bridge. Provide a sewer main in Front Street that extends approximately 1,000 feet northerly from First Street and a sewer main in First Street that extends approximately 900 feet westerly of Pujol Street and extend into the Hotel/Arena site. Size the Westside sewer for ultimate Westside build out. The City of Temecula and/or Eastern Municipal Water District CEMWD') shall obtain any right of way necessary to construct the improvements and the CFD shall reimburse the City or EMWD for actual land costs, including the costs of third party contracts for consultants for land acquisition and relocation. Reference attached Exhibit A dated February 28, 1996. Such additional improvements or modifications to the above improvements as approved by EMWD. OLD TOWN WATER SYSTEM Determination of need has been based upon the existing facilities, the Ultimate Plan, Old Town Specific Plan and Westside Specific Plan, including Entertainment Facilities. The following facilities for Water System Improvements shall be designed and constructed: Provide a water main and appurtenances in Mercedes Street from 2nd Street to Moreno Road with sufficient capacity for all fire protection requirements. New water main shall be fed from existing Front St. water main. Provide a water main and appurtenances in First Street from Pujol Street westerly and into the Arena/Hotel Site with sufficient capacity for all fire protection requirements and future development on the Westside site. The City of Temecula and/or Rancho California Water District ("RCWD") shall obtain any right of way necessary to construct the Improvements and the CFD shall reimburse the City or RCWD for actual land costs, including the costs of third paxxy contracts for consultants for land acquisition and relocation. Reference attached Exhibit B dated March 5, 1996. Such additional improvements or modifications to the above improvements as approved by RCWD. OLD TOWN STORM DRAIN IMPROVEMENTS Facilities for Storm Drain Improvements as approved by the City of Temecula and Riverside County Flood Control District, if required: Design and construct a Storm Drain System in Third Street with adequate capacity to drain a portion of residential development east of Interstate 15 (one pick-up point), a portion of the Interstate 15 slope and tributary areas at Mercedes Street and Front Street. Design and construct a Storm Drain System in Sixth Street with adequate capacity to drain a portion of residential development east of Interstate 15 (two pick-up points, one in Fourth St. and the other in Sixth St.), a portion of the Interstate 15 slope and tributary areas at Mercedes Street and Front Street. Both storm drain systems will outlet into Murrietta Creek. Provide the necessary facilities along the systems to accept local drainage. Obtain all necessary permits for the installation of the improvements. Construct the improvements in accordance with the approvals of the City of Temecula and Riverside County Flood Control District ("RCFCD'), if required. The City of Temecula shall obtain any right of way necessary to construct the improvements and the CFD shall reimburse the City for actual land costs, including the costs of third party contracts for consultants for land acquisition and relocation. Reference attached Exhibit C dated March 5, 1996. e ~RN BYPASS AND FIRST STREET STORM DRAIN SYSTEM (to be accepted by RCFCD) Facilities for Storm Drain Improvements as approved by the City of Temecula, for subsequent conveyance to the RCFCD: Provide a Storm Drainage System for draining the Western Bypass Corridor and adjacent areas outletting into Murrietta Creek. Provide a Storm Drainage System for draining First Street and adjacent areas outletting into Murrietta Creek. City of Temecula shall be responsible for the design of the facilities as a part of the Western Bypass and First St. designs and shall be responsible for obtaining all necessary permits. Reference attached Exhibit D, dated March 5, 1996, Phase 1 Western Bypass Corridor and First St. Storm Drain Index. In the event that RCFCD does not execute the documents required for RCFCD to accept the facilities, the City of Temecula shall inspect and approve the facilities for future conveyance to RCFCD. OLD TOWN STREET IMPROVEMENTS - WESTERN BYPASS Facilities for Street Improvements as approved by the City of Temecula: Western Bypass Corridor - Provide an 88 foot wide street right-of-way, 33 feet of roadway pavement on each side of a 12 foot median, from 5R79/I-15 nor~erly to Vincent Moraga Drive including a bridge over Murrietta Creek and traffic signalization at the intersection of Front Street. Extend Front St. approximately 100 feet to the new intersection with the Western Bypass. City of Temecula shall design facilities and shall be reimbursed for the cost of the design for the portion constructed by the CFD. City of Temecula shall acquire all necessary right of way and the CFD shall reimburse the City for actual costs of the land, including the costs of third party contraeta for consultants for land acquisition and relocation. Vincent Moraga Drive - Provide a 78 foot wide street right-of-way, 58 feet of roadway pavement from the Western Bypass Corridor easterly past Ridge Park Drive, joining existing Vincent Moraga Drive. Provide a 'Tee' intersection with Ridge Park. Also provide traffic signalization at the intersection of Vincent Moraga Drive and Rancho California Road. City of Temecula shall design facilities and shall be reimbursed for the cost of the design for the portion constructed by the CFD. City of Temecula shall acquire all necessary right of way and the CFD shall reimburse the City for actual costs of the land, including the costs of third party contracts for consultants for land acquisition and relocation. 9. WF~.VFERN BYPASS NORTH OF VINCENT MORAGA Facilities for the following shall be as approved by the City of Temecula. In the event the City is able to amend the EIR to permit the timely bidding and construction of the Western Bypass north of Vincent Moraga, the following shall be provided: Project shall cut and fill the roadbed for the Western Bypass between Vincent Moraga and Rancho California Rd. using excess material from the construction of the Western Bypass south of Vincent Moraga, First St. and the hotel/arena site. The costs of this effort shall be borne by the CFD as a part of the guaranteed construction effort. The design of the roadbed shall be by the City and the project shall not be required to reimburse the City for this portion of the design. The project shall reimburse the City for costs to acquire right of way for the Northern section regardless of whether or not the EIR is amended. The project shall provide drainage facilities, landscaping, erosion control and all other requirements to provide the cut and fdl for the Northern section. The City of Temecula shall reimburse the project, as costs are incurred, for the actual costs of these requirements, including but not limited to all administration, management, inspection, testing, overhead and reasonable fees as defined in the Construction Agreement. The City shall accept all responsibility for maintenance of the improvements upon completion of the work. In the event the City is unable to amend the EIR, the project shall either permanently build up the residential area south of First St. and east of the Western Bypass or shall stockpile the material on a vacant parcel north of Vincent Moraga. The City shall take all responsibility to maintain in its natural condition the stockpiled material until used to fill the Northern half of the Western Bypass. In the event construction of the Northern half of the Western Bypass does not commence within 5 years of the completion of the portion south of Vincent Moraga the City shall cause the stockpiled material to be removed in order to return the site to the original condition. 10. MAIN STREET BRIDGE IMPROVEMENTS The Agency shall provide the following: Design improvements to the Main St. Bridge to accommodate its use as a pedestrian bridge and obtain all necessary approvals for same. Construct said improvements. 11. SIXTH STREET PARKING IMPROVEMENTS The Agency shall provide the following: Construct up to seventy (70) parking spaces available to the public on the site which the Agency owns at Sixth and Front St. for the benefit of the Old Town Area. mra,~s'r ~?s zs:,~n ~ - 16- 12. MAIN STREET FACADES AND NON-CONFORMING SIGN REMOVAL The Agency shall provide the following: · Implement a program for assistance to property and business owners for the improvement of facades and the removal of non-conforming signs. 13. OTHER PROJECTS SHOULD ADDITIONAL FUNDS BE AVAILABLE Facilities for the following shall be approved by the City of Temecula or appropriate entity: · Main St. pedestrian link fxom the Old Town project to the Westside Hotel/Arena site. Dry utilities such as electrical (both primary service routing existing underground), gas, telephone and cable (both new and routing underground). 14. PUBLIC IMPROVEMENTS RATE SCHEDULE Exhibit E, Compensation and Payment, dated March 5, 1996 supersedes all previously submitted and approved rate schedules and is hereby included in this agreement. · WATER LINE EXHIBIT '~B" ~~llp PROPOSED STORM DRAIN 7 ~ PROPOSED 24" STORM DRAJN DRAIN EXIST. STORM DRA~ '7 cf.s PROP~ PROPOSED ~%"rOR, J~ STORM'DRAIN EXHIBIT "C' I0 ~g ~a'd NQS"EI~N 3'11S'*~O:x:OD GSg£ZZ~gTE 6P:9! 966;/8g/Eg I ~ P.I2 EXNIliT E Dmi~ TMm LMder IMmilml C3vl r./,~Lr -it $1~O. O0 $1mu~ ~m~e for ~ ,¥ ~_ ~ AIM th~ Pt.UOR OANE1. kw~ C~ oltre. , _ . ~F~,'aaalttnrll'mnmilB~M.ldll~~atcs~.1~m101L Mill~eMI)ela~m~etiM $J~ Imr nldm.' .sm~,~sw I:~n~ 1 of~ ~'tXt E gg ~)~d I, Cb"D-DZN ~ XEID GGGL£/-~GT£ 6b:91: 9G6T/GG/£G Bont S .8T8 Viiiurn $1.10 $ .11 kne Imm hard Geey $ 1.J6 ~ from Mmm M41 $ 2.11 ,i~l I ~ 4bantu oilira) iw iMm Mleet $ .11 ml, i GOBLLL~9T~ 6P :9T gGGT/BO/£O