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HomeMy WebLinkAbout061318 OB SARDA Agenda ACTION MINUTES OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY REGULAR MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA JANUARY 24, 2018 – 6:30 PM Next in Order: Resolution: 18-01 CALL TO ORDER: John Kelliher, Chairperson Roll Call: Gonzalez, Meyer, Ordway-Peck, Thornhill, Venable ABSENT: KELLIHER, TURNER PUBLIC COMMENTS There were no speakers. NOTICE TO THE PUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the Oversight Board request specific items be removed from the Consent Calendar for separate action. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 (Continued from the regular meetings of September 13, 2017 and January 24, ITEM WAS 2018) Approve the Special Meeting Action Minutes of July 5, 2017 CONTINUED TO THE NEXT MEETING DUE TO INSUFFICIENT QUORUM OF BOARD MEMBERS FROM THE MEETING OF JULY 5, 2017 1.2(Continued from the regular meeting of January 24, 2018) Approve the Regular ITEM WAS CONTINUED TO Meeting Action Minutes of September 13, 2017 THE NEXT MEETING DUE TO INSUFFICIENT QUORUM OF BOARD MEMBERS FROM THE MEETING OF SEPTEMBER 13, 2017 1 BOARD BUSINESS 2 Approve Recognized Obligation Payment Schedule for the Period of July 1, 2018 APPROVED BY A 5-0-2 VOTE. VOTE through June 30, 2019(ROPS 18-19) REFLECTED UNANIMOUS APPROVAL RECOMMENDATION: 2.1 That the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency adopt the resolution entitled: RESOLUTION NO. OB SARDA 18-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING A RECOGNIZED OBLIGATION PAYMENT SCHEDULE FOR THE PERIOD OF JULY 1, 2018 THROUGH JUNE 30, 2019 PURSUANT TO HEALTH AND SAFETY CODE SECTION 34177 AND TAKING CERTAIN ACTIONS IN CONNECTION THEREWITH 3 Election of Chairperson and Vice Chairperson 3.1 Entertain motions from the Board of Directors to appoint the Chairperson, BOARD effective January 1, 2018, to preside until December 31, 2018 MEMBER KELLIHER WAS NOMINATED TO SERVE AS CHAIRPERSON. APPROVED BY A 5-0-2 VOTE. VOTE REFLECTED UNANIMOUS APPROVAL. 3.2 Entertain motions from the Board of Directors to appoint the Vice Chairperson, effective January 1, 2018, who will assume the duties of the Chairperson in the BOARD Chairperson’s absence, and hold this office until December 31, 2018 MEMBER THORNHILL WAS NOMINATED TO SERVE AS VICE CHAIRPERSON. APPROVED BY A 5-0-2 VOTE. VOTE REFLECTED UNANIMOUS APPROVAL. ADJOURNMENT Vice-Chairperson Meyer adjourned the meeting at 6:34 PM to the next regular meeting: Wednesday, February 14, 2018, 6:30 PM, Council Chambers, 41000 Main Street, Temecula, California. ___________________________________ John Meyer Vice-Chairperson ___________________________________ Aaron Adams Executive Director ATTEST: ________________________________ Randi Johl, City Clerk/Secretary 2 ACTION MINUTES OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY REGULAR MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA SEPTEMBER 13, 2017 – 6:30 PM Next in Order: Resolution: 17-03 CALL TO ORDER: John Kelliher, Chairperson Roll Call: Gonzalez, Kelliher, Meyer, Thornhill ABSENT: ORDWAY-PECK, TURNER, VENABLE PUBLIC COMMENTS There were no speakers. NOTICE TO THE PUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the Oversight Board request specific items be removed from the Consent Calendar for separate action. CONSENT CALENDAR 1 Minutes RECOMMENDATION: ITEM WAS 1.1 Approve the Special Meeting Action Minutes of July 5, 2017 CONTINUED TO THE NEXT MEETING DUE TO INSUFFICIENT QUORUM OF BOARD MEMBERS FROM THE MEETING OF JULY 5, 2017 BOARD BUSINESS 2 Approve the Issuance of Refunding Tax Allocation Bonds of the Former Temecula APPROVED BY A 4-0-3 VOTE. VOTE REFLECTED Redevelopment Agency UNANIMOUS APPROVAL RECOMMENDATION: 2.1 That the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency adopt the resolution entitled: RESOLUTION NO. OB SARDA 17-03 A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE ISSUANCE OF REFUNDING BONDS OF THE SUCCESSOR AGENCY, MAKING CERTAIN DETERMINATIONS WITH RESPECT TO THE REFUNDING BONDS AND PROVIDING OTHER MATTERS RELATING THERETO 1 3 Approve the Successor Agency to the Temecula Redevelopment Agency’s Execution of APPROVED BY A 4-0-3 VOTE. VOTE a 2007 Bond Proceeds Funding Agreement REFLECTED UNANIMOUS APPROVAL RECOMMENDATION: 3.1 That the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency adopt the resolution entitled: RESOLUTION NO. OB SARDA 17-04 A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY’S EXECUTION OF A 2007 BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS 4 Approve the Successor Agency to the Temecula Redevelopment Agency’s Execution of APPROVED BY A 4-0-3 VOTE. VOTE a Housing Bond Proceeds Funding Agreement REFLECTED UNANIMOUS APPROVAL RECOMMENDATION: 4.1 That the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency adopt the resolution entitled: RESOLUTION NO. OB SARDA 17-05 A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY’S EXECUTION OF A HOUSING BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS ADJOURNMENT Chairperson Kelliher adjourned the meeting at 6:36 PM to the next regular meeting: Wednesday, September 27, 2017, 6:30 PM, Council Chambers, 41000 Main Street, Temecula, California. ___________________________________ John Kelliher Chairperson ___________________________________ Aaron Adams Executive Director ATTEST: ________________________________ Randi Johl, City Clerk/Secretary 2 ACTION MINUTES OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY SPECIAL MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA JULY 5, 2017 – 6:30 PM Next in Order: Resolution: 17-02 CALL TO ORDER: Gary Thornhill, Vice Chairperson Roll Call: Gonzalez, Thornhill, Turner, Venable ABSENT: KELLIHER, MEYER, ORDWAY-PECK PUBLIC COMMENTS No speakers. NOTICE TO THE PUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the Oversight Board request specific items be removed from the Consent Calendar for separate action. CONSENT CALENDAR 1 Minutes RECOMMENDATION: APPROVED 1.1 Approve the Regular Meeting Action Minutes of January 25, 2017 BY A 4-0-3 VOTE. VOTE REFLECTED UNANIMOUS APPROVAL APPROVED BY 1.2 Approve the Regular Meeting Action Minutes of June 28, 2017 A 4-0-3 VOTE. VOTE REFLECTED UNANIMOUS APPROVAL BOARD BUSINESS 2 Approve the Proposed Administrative Budget for Fiscal Year 2017-18 for the Oversight APPROVED BY A Board Successor Agency to the Temecula Redevelopment Agency 4-0-3 VOTE. VOTE REFLECTED UNANIMOUS APPROVAL RECOMMENDATION: 1 2.1 Adopt a resolution entitled: RESOLUTION NO. OB SARDA 17-02 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE PROPOSED ADMINISTRATIVE BUDGET FOR FISCAL YEAR 2017-18 PURSUANT TO HEALTH AND SAFETY CODE SECTION 34177 AND TAKING CERTAIN ACTIONS IN CONNECTION THEREWITH ADJOURNMENT Vice-Chairperson Thornhill adjourned the meeting at 6:34 PM to the next regular meeting: Wednesday, July 12, 2017, 6:00 PM, Council Chambers, 41000 Main Street, Temecula, California. ___________________________________ John Kelliher Chairperson ___________________________________ Aaron Adams Executive Director ATTEST: ________________________________ Randi Johl, City Clerk/Secretary 2 OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT Board of Directors of the Oversight Board of the Successor Agency to the TO: Temecula Redevelopment Agency Luke Watson, Director of Community Development for the Successor Agency FROM: to the Temecula Redevelopment Agency DATE: June 13, 2018 SUBJECT: APPROVE THE FIRST AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT FOR THE TOWN SQUARE MARKETPLACE DEVELOPMENT BETWEEN THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, THE CITY OF TEMECULA, AND TOWN SQUARE MARKETPLACE OLD TOWN, LLC, LOCATED AT APNs 922-360-004, 005, 006, 007 PREPARED BY: Lynn Kelly-Lehner, Principal Management Analyst for the Successor Agency to the Temecula Redevelopment Agency RECOMMENDATION: That the Board of Directors of the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency adopt the resolution entitled: RESOLUTION NO. OB SARDA 18- A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE FIRST AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF TEMECULA, SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, AND TOWN SQUARE MARKETPLACE OLD TOWN, LLC CONVEYING APPROXIMATELY ONE ACRE OF PROPERTY LOCATED ON MAIN STREET WEST OF MERCEDES STREET BACKGROUND: The Subject Property, also known as the Town Square Marketplace (TSMP), is considered the third and final phase of the overall Civic Center development. The Subject Property consists of the vacant pads flanking the Town Square Park to the north and south. The future of Town Square Marketplace is envisioned as a commercial mixed-use development that will complement the Civic Center and Town Square Park. In March 2014, staff met the Civic Center Subcommittee (Subcommittee), then consisting of Board Members Comerchero and Roberts, to receive direction on the future development of the TSMP. On March 11, 2014, the City issued a Request for Interest to solicit interest from qualified firms for the development of the TSMP, at the direction of the Subcommittee. On August 14, 2014, the Subcommittee, along with staff, conducted interviews of the three applicants. The Subcommittee unanimously chose Town Square Marketplace Old Town, LLC (also known as Truax Development) as the preferred candidate to enter into an Exclusive Negotiating Agreement and Disposition and Development Agreement. On December 13, 2016, the City Council and the Successor Agency approved a Disposition and Development Agreement (DDA) with Truax Development outlining the terms of the purchase and sale of the property, due diligence period, schedule of performance, deposit, scope of development, and close of escrow. According to the DDA, escrow for the purchase of the property from the City by Truax Development was to close one calendar year from the date of the original agreement, with a written extension by the City Manager for up to 6 (six) months. As the written extension option has been exercised, the DDA is set to expire on June 13, 2018. The first amendment to the Disposition and Development Agreement is amending the term involving the close of escrow by extending the term by an additional six (6) from the approval of the amendment. This extension allows for the proper analysis of a current appraisal of the property. FISCAL IMPACT: The TSMP site is a former Redevelopment Agency owned property. Due to the dissolution of the Redevelopment Agency in 2012, the site was transferred to the Successor Agency to the Temecula Redevelopment Agency. Legislation pertaining to the dissolution of Redevelopment required the Successor Agency to produce a Long Range Property Management Plan (LRPMP), in which the Successor Agency was required to identify any former non-housing properties owned by the Successor Agency, and the intention of development and or disposition of the properties. The LRPMP identified the TSMP site as “retained for future development.” While the site was purchased with funds sourced solely from the former Temecula Redevelopment Agency, Redevelopment dissolution law requires that when former Redevelopment Agency properties are sold, the proceeds of the sale must be divided up amongst the taxing entities that received property tax, based on their proportionate share of each property tax dollar collected. Based on the proportionate share of each property tax dollar collected by the County of Riverside, the proceeds of the sale of the TSMP site that would be disbursed back to the City is estimated to be approximately $150,000 (approximately 5%). Section 3.8 of the DDA stipulates that the City’s portion of the sales proceeds are to go to reimburse the Developer for actual costs incurred in the construction of the public restrooms and electrical infrastructure for the Town Square Park. Further, the Redevelopment dissolution law requires that the site be sold at fair market value. If the site is not sold at fair market value, then the Successor Agency must negotiate Compensation Agreements with each individual taxing entity receiving property tax and the developer would be subject to prevailing wage requirements. The Successor Agency is proposing to sell the property at fair market value, and will therefore, not be required to enter into Compensation Agreements with the taxing entities. ATTACHMENTS: 1. First Amendment to the Disposition and Development Agreement 2. Resolution No. OB SARDA 18- FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT by and among the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, the CITY OF TEMECULA, a municipal corporation and TOWN SQUARE MARKETPLACE OLD TOWN, LLC, a California limited liability company FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT (the “Amendment”) is dated as of June 12, 2018, and is entered into by and among the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY (the “Successor Agency”), the CITY OF TEMECULA, a municipal corporation (“City”) and TOWN SQUARE MARKETPLACE OLD TOWN, LLC, a California limited liability company (“Developer”). RECITALS A. The City and the Successor Agency entered into a Disposition and Development Agreement dated December 13, 2016 (“DDA”) which provided for, among other things, the sale of certain land and improvements by the Successor Agency to the City, and then by the City to the Developer for the purpose of developing a commercial project with assorted retail and restaurants. B. The City, the Successor Agency, and the Developer have agreed to modify the DDA as herein after set forth in order to allow for extensions by the City Manager of the deadline for the Close of Escrow and appraisal updates so that the purchase price, as of the Close of Escrow, is at fair market value. NOW, THEREFORE, in consideration of the foregoing recitals and other considerations, the adequacy of which is hereby acknowledged, the City, the Successor Agency, and the Developer hereby agree as follows: 1.DDA Modifications. The DDA is hereby modified as follows: i.Section 2.3 of the DDA is hereby amended to read as follows: “2.3 Opening and Closing of Escrow; City Manager Extensions. Within three (3) business days after the date this Agreement is fully executed and delivered to Developer, the Parties shall deposit with Escrow Holder a fully executed duplicate original of this Agreement as the initial escrow instructions for the Escrow, and shall cause an escrow (the “Escrow”) to be opened with Escrow Holder for the sale of the Property by the City to Developer. The City and Developer shall provide such additional instructions as shall be necessary and consistent with this Agreement. The Close of Escrow is conditioned upon the satisfaction (or written waiver) of the conditions set forth in Sections 2.5 and 2.6. Escrow must close (the “Close of Escrow”) on or before December 13, 2018. If the Close of Escrow does not occur by such date (as it may have been so extended), then any party not then in default may terminate this Agreement by written notice to the other and all the funds and documents deposited with Escrow Agent shall be promptly refunded or returned, as the case may be, by Escrow Agent to the depositing party, except that all escrow and title cancellation fees shall be paid by Developer.” ii.Section 2.1 is hereby amended to read as follows: “2.1 Purchase and Sale; Purchase Price. In accordance with and subject to the terms and conditions hereinafter set forth, the Successor Agency agrees to convey and sell the Land to the City, which in turn agrees to substantially concurrently convey and sell the -1- Land to Developer, and Developer agrees to purchase the Land from the City. The purchase price for the Land to be paid by the City to the City as Successor Agency, and to be paid by Developer to City (the “Purchase Price”) shall be the fair market value of the Land based on an appraisal (“Appraisal”) (or appraisal update, hereinafter referred to as “Appraisal Update”) obtained by City as Successor Agency from a reputable MAI appraiser at City’s cost that was ordered on February 9, 2018 and is expected to be received by June 4, 2018. Notwithstanding anything to the contrary contained herein, the Close of Escrow shall not occur until such time as the Closing Conditions, as defined in Sections 2.5 and 2.6 hereof, have been satisfied or expressly waived in writing.” 2.Condition Precedent. The effectiveness of this Amendment is conditioned upon the approval of this Amendment by the Oversight Board of the Successor Agency, and the approval of the Successor Agency’s approval by the California Department of Finance (“DOF”) or the DOF’s failure to timely respond within the time permitted by law. IN WITNESS WHEREOF, the Parties hereto have entered into this Amendment as of the day and year first above written. DEVELOPER: CITY: TOWN SQUARE MARKETPLACE OLD CITY OF TEMECULA TOWN LLC, a California limited liability company By: By: BIIAJ, LLC, Matt Rahn, Mayor a California limited liability company Managing Member By: Bernard L. Truax II, Manager ATTEST: Randi Johl, City Clerk APPROVED AS TO FORM: By: Peter Thorson, City Attorney -2- SUCCESSOR AGENCY: SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Matt Rahn, Chair ATTEST: Randi Johl, Secretary APPROVED AS TO FORM: By: Peter Thorson, General Counsel -3- RESOLUTION NO. OB SARDA 18- A RESOLUTION OF THE OVERSIGHT BOARD THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE FIRST AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF TEMECULA, SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, AND TOWN SQUARE MARKETPLACE OLD TOWN, LLC CONVEYING APPROXIMATELY ONE ACRE OF PROPERTY LOCATED ON MAIN STREET WEST OF MERCEDES STREET THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals (a) The City of Temecula, Successor Agency to the Temecula Redevelopment Agency, and Town Square Marketplace Old Town, LLC entered into a Disposition and Development Agreement dated as of December 13, 2016 (“DDA”) providing for the Successor Agency’s conveyance to the City of four parcels of real property composed of approximately one acre and located at the intersection of Main Street and Mercedes Street across from City Hall and the City’s conveyance of such parcels to the Town Square Market Place Old Town, LLC for development as specified in the DDA. (b) The parties now wish to extend the date for the close of escrow for the transactions described in the DDA by approving the First Amendment to the DDA. Section 2. Approval of First Amendment. The Oversight Board hereby approves the “FIRST AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF TEMECULA, SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, AND TOWN SQUARE MARKETPLACE OLD TOWN, LLC” and authorizes the Mayor to execute said First Amendment on behalf of the City in substantially the form presented to the Oversight Board. Section 3. Certification. The Board Secretary shall certify the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency this th 13 day of June, 2018. John Kelliher, Chair ATTEST: Randi Johl, City Clerk/Board Secretary \[SEAL\] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk/Board Secretary of the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency, do hereby certify that the foregoing Resolution No. OB SARDA 18- was duly and regularly adopted by the Board of Directors of the Oversight Board of the Successor Agency to the Temecula th Redevelopment Agency at a meeting thereof held on the 13 day of June, 2018, by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: ABSTAIN: BOARD MEMBERS: ABSENT: BOARD MEMBERS: Randi Johl City Clerk/Board Secretary