HomeMy WebLinkAbout95-110 CC ResolutionRESOLUTION NO. 95-110
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED
"OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE
REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND
PROFESSIONAL HOSPITAL SUPPLY COMPANY, A CALIFORNIA
CORPORATION" DATED AS OF NOVEMBER 28, 1995
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY
RESOLVE AS FOLLOWS:
Section 1. The City Council of the City of Temecula does hereby find,
determine and declare as follows:
a. The purpose of the Agreement between the Redevelopment Agency of
the City of Temecula ("Agency") and Professional Hospital Supply (the "Agreement")
is to effectuate the Redevelopment Plan (the "Plan") for the Temecula Redevelopment
Project Area 1988-1 (the "Project Area") by providing for the elimination of blight in
the Project Area and for economic revitalization within the Project Area through the
stimulation of new and expanded business activity and the creation of employment
opportunities.
b. The Site consists of two components. The first is the Business Park
component which is located at 43174 Business Park Drive in the City of Temecula.
The Winchester component of the Site is located at 41980 Winchester Road, City of
Temecula. Both components of the Site are economically and physically integrated
and will provide for a unified business operation for the Participant. The Business
Park component is located within the Project Area, while the Winchester component
is located just outside the Project Area.
c. Participant will construct on the Winchester component of the Site a
building of approximately 290,000 square feet (the "Facility"), to be used to produce
and distribute medical supplies. Participant presently employs eighty (80) full-time
employees at the Business Park component of the Site. Participant proposes to
employ fifty (50) new full-time employees within two (2) years from the date of the
initiation of business activities at the new Facility.
d. Completing the development of the Project and the redevelopment of
the Site pursuant to the Agreement 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 by creating additional employment opportunities in the Project Area,
t, cso~\95-110 -1-
preventing the underutilization of industrial buildings in the Project Area by allowing
for expansion of Participant's business operations, and the Project will contribute to
the development of manufacturing and commercial businesses in the Project Area.
Completing the redevelopment of the Site as proposed will also assist in eliminating
blight in the Project Area by generating new employment opportunities and
development opportunities in the Project Area.
e. 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 December 19, 1995 to consider
the proposed Owner Participation Agreement. The hearing was duly noticed pursuant
to legal advertisements in a newspaper of general circulation within the community.
f. The Agreement 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 53511.
g. Following the Joint Public Heating described in Section 1.e. hereof, the
City Council of the City of Temecula adopted Resolution No. 95-110 expressing its
consent to the Agency entering into the Owner Participation Agreement and making
certain findings in connection with the Project.
h. The Redevelopment Agency has carefully considered all of the written
information and documents presented to it prior to and during the public heating as
well as the oral comments received at the public heating.
Section 2. The Agreement provides for the payment by the Agency of certain
funds to Participant to construct Public Improvements consisting of offsite public
improvements which the Participant is required to construct and install for the development
of the Facility as more particularly defined in the Projects land use entitlements ("Public
Improvements.") With respect to the Agency's assistance for the Public Improvements as
described in the Agreement, the Council 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 1. 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 immediate area in which the Project is located for the reasons set forth in Section
1. and for the reasons set forth in the Plan and accompanying reports, which
~esos\95-110 -2-
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 to finance the Public Improvements based upon 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. The payment of funds 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 1. 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. The Council hereby finds and determines that based upon the prior
Environmental Review prepared for this Project in connection with the land use entitlements
and the findings made in this Section, no further environmental review is required for the
Project. In addition to the environmental review conducted by the City in approving the land
use entitlements, the Board of Supervisors in approving the Plan 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 on this Project unless required by 14 Cal. Admin.
Code Sections 15161 or 15163. Neither a subsequent EIR nor a Supplemental EIR nor
additional environmental review is required for the Project based on the following findings of
the Agency:
a. All of the private elements of the Project and the Public Improvements
were contemplated and fully and properly analyzed in the prior environmental review
and all of the Public Improvements were also contemplated and analyzed in the EIR
certified and approved as part of the approval of the Redevelopment Plan.
b. There have been n._~o subsequent changes to the Project since approval of
the land use entitlements and the environmental review of such entitlements which
would require major revisions of the previous environmental review due to the
involvement of new significant environmental effects or a substantial increase in the
severity of previously identified significant effects.
t~esoa\95-110
c. Substantial changes have not occurred with respect to the circumstances
under which the Project is undertaken which will require major revisions of the
previous environmental review due to the involvement of new significant
environmental effects or a substantial increase in the severity of previously identified
significant effects.
d. There is n_.o new information since the certification of the previous
environmental review which would show or tend to show that the Project might have
one or more significant effects not discussed in the previous environmental review.
e. There is n._~o new information since the certification of the previous
environmental review which would show or tend to show that significant effects
previously examined might be substantially more severe than shown in the previous
environmental review.
f. There is n._9_o new information since the certification of the previous
environmental review 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.
g. There is n._Qo new information since the certification of the previous
environmental review which would show or tend to show that mitigation measures or
alternatives which are considerably different from those analyzed in the previous
environmental review would substantially reduce one or more significant effects on
the environment.
Section 4. The City Council of the City of Temecula hereby gives its consent
to and approves of the Redevelopment Agency of the City of Temecula entering into that
certain Agreement entitled "Owner Participation Agreement by and between the
Redevelopment Agency of the City of Temecula and Profession Hospital Supply, Inc., A
California Corporation," dated as of November 28, 1995, in substantially the form attached
hereto as Exhibit A.
Section 5. The City Clerk shall certify the adoption of this Resolution.
v. csos\95-110 -4-
PASSED, APPROVED AND ADOPTED by the City Council of the City of
Temecula on the 19th day of December, 1995.
ATTF~T:
City Clerk
[SEAL]
E. Stone, Mayor
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )ss
CITY OF TEMECULA )
I, June S. Greek, City Clerk of the City of Temecula, do hereby certify that the
Resolution No. 95-110 was duly and regularly adopted by the City Council of the City of
Temecula at a regular meeting thereof, held on the 19th day of December, 1995, by the
following vote, to wit:
AYES: 5
COUNCILMEMBERS:
Birdsall, Lindemans, Parks, Roberts,
Stone
NOES: 0
COUNCILMEMBERS: None
ABSENT: 0
COUNCILMEMBERS: None
S. Greek, CMC
City Clerk
~csos\95-110 -5-
OWNER PARTICIPATION AGREEMENT BY AND
BETWEEN THE RE1)EVELOPMENT AGENCY OF THE
CITY OF TEMECULA AND PROFESSIONAL HOSPITAL
SUPPLY
THIS OWNER PARTICIPATION AGREFMFNT (the 'Agreement#) is entered into
and effective as of , 1995 (the 'Effective Date'), by and between the
REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body corporate and
politic (the 'Agency') and PROFESSIONAL HOSPITAL SUPPLY, INC., a California
Corporation (the 'Participant"). In consideration of the mutual covenants and agreements
contained herein, the Agency and the Participant hereby agree as follows:
Section 1. Recitals
The parties enter into this Agreement on the basis of the following facts, understandings
and intentions:
a. The purpose of this Agreement is to effectuate the Redevelopment Plan
(the ~Plan') for the Temecula Redevelopment Project Area 1988-1 (the ~Project Area')
by providing for the elimination of blight in the Project Area and for economic
revitalization within the Project Area through the stimulation of new and expanded
business activity and the creation of employment opportunities.
b. Participant is prepared to expand its business at the Site which will
enhance the goals of the Agency in eliminating blight by creating additional employment
opportunities in the Project Area, prevent the under u 'tflization of industrial buildings in
the Project Area by allowing for expansion of business operations, and contribute to the
development of manufacturing and commercial businesses in the Project Area. The
development of the Site is consistent with the Agency's Implementation Plan for the
Project Area.
c. Participant will construct on the Winchester component of the Site a
building of approximately 290,000 square feet (the "Facility'), to be used to produce and
distribute medical supplies. Participant presently employs eighty (80) full-time
employees at the Business Park component of the Site. Participant proposes to employ
fifty (50) new full-time employees within two (2) years from the date of the initiation of
business activities at the new Facility.
d. This Agreement is entered into for the purpose of inducing the Participant
to relocate and expand its business within the City of Temecula and to remain business
at the Site and not for speculation in land holding.
13087~.2 Septmr 5, 1995
e. This Agreement 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 § 53511.
Section 2. The Redevelopment Plan
The Redevelopment Plan for the Project Area was approved by Ordinance No. 658 of
the Board of Supervisors of Riverside County on July 12, 1988, prior to the incorporation of the
City of Temecula. Pursuant to City Ordinance No. 91-11, which became effective May 9, 1991,
and City Ordinance No. 91-15, which became effective April 9, 1991, the City approved the
Plan. Said Ordinances had the effect of adopting the Plan and transferring jurisdiction over said
Plan to the Agency, as of July 1, 1991. Pursuant to Ordinance No. 93-04 and 94-03, Ordinance
No. 91-11 was codified at § 8.04.010 of the Temecula Municipal Code. The Plan was amended
by Ordinance No. 94-33, adopted on December 20, 1994.
Section 3. The Site
The Site consists of two components. The first is the Business Park component which
is located at 43225 Business Park Drive in the City of Temecula. The Winchester component
of the Site is located at 41980 Winchester Road, City of Tem.ecula. Both components of the Site
are economically and physically integrated and will provide for a unified business operation for
the Participant. The Business Park component is located within the Project Area, while the
Winchester component is located just outside the Project Area.
Section 4. Parties to the A~,reement
a. The Agency is a public body, corporate and politic, exercising
governmental functions and powers and is organized and existing under the Community
Redevelopment law of the State of California (§ 33000, et s~., Health and Safety Code;
the "Act"). The principal office and mailing address of the Agency is 43174 Business
Park Drive, Temecula, California 92590. All references to approvals by the Agency
shall mean the Agency Board, unless another Agency Officer is specifically designated
in this Agreement.
b. The Participant is a California corporation duly organized and existing
under the laws of the State of California. The principal office and mailing address of the
Participant is: Professional Hospital Supply, Inc., P.O. Box 9010, Temecula, California
92590. Participant is the record owner of the Site and therefore qualifies as an "Owner
Participant" within the meaning of the Redevelopment Plan and the California
Community Redevelopment Law (Health & Safety Code § 33000, et sc~_.).
.. X2:130878.2 $ef)ted)er 5, 1~5 -2-
Section 5. Agency and Participant Obligations
a. In order to induce Participant to expand its operations on the Site and to
remain in business at the Facility, the Agency agrees to reimburse the Participant a total
of one hundred thousand dollars ($100,000) to be paid over three (3) years for the
purposes of offsetting the offsite public improvements which the Participant is required
to construct and install for the development of the Facility in the City of Temecula,
subject to the following conditions:
(1)
Participant shall operate the Facility to produce and distribute
medical supplies for a minimum of five (5) years from the date of
the initiation of business activities at the Facility; and
(2)
Participant shall continuously employ not less than two hundred
fifty (250) full-time employees and shall add not less than fifty
(50) new employees to the business within the City of Temecula
within two (2) years from the date of initiation of business
activities at the Facility.
The parties hereto agree that the "date of initiation of business activities at the Facility# as used
in this Agreement is December, 1995.
b. Participant warrants and represents that any information it has supplied to
the Agency pertaining to the relocation of Participant is true, correct and complete in all
material respects. Participant represents that any projection, including but not limited
to information concerning the projected job creation resulting from the Facility contained
at Section 1, is true, correct and complete in all material respects according to the best
available information.
c. In the event the Participant fails to comply with the conditions set forth
in this section, the Agency may demand that Participant repay the $100,000 relocation
payment to the Agency within thirty (30) days of the Ageney's demand for such
payment, subject to the default provisions of this Agreement.
d. With respect to the Agency's assistance for the Public Improvements as
described in the Agreement, the Agency hereby finds determines and declares that:
(1)
Providing for such Public Improvements is necessary to effectuate
the purposes of the Redevelopment Plan for the reasons set forth
in Section 1.b. 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.
:130878.2 September $, 1995 -3-
(2)
The Public Improvements are of direct benefit to the Project Area
and the immediate area in which the Project is located for the
reasons set forth in Section 1.b. and for the reasons set forth in the
Plan and accompanying reports, which specifically contemplate the
consauction of such Public Improvements, as well as the findings
made by the Board of Supervisors in adopting the Redevelopment
Plan and subsequenfiy validated in a court challenge.
(3)
No other reasonable means of financing the Public Improvements
are available to the community to finance the Public Improvements
based upon the reasons set forth in the Redevelopment Plan and
accompanying reports, which specifically contemplate the
consauction 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.
(4)
The payment of funds 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
1.b. 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 6. Anti-Discrimination Obli~,ations
The Participant agrees by and for itself and any successors in interest that there shall be
no discrimination against or segregation of any person or group of persons on account of race,
color, creed, religion, sex, marital status, age, handimp, national origin or ancestry in the sale,
lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the
Participant itself or any person claiming under or through it establish or permit any such practice
or practices of discrimination or segregation with reference to the selection, location, number,
use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site.
Section 7. Notices. Demands. and Communications Among the Parties
Written notices, demands and communications between the Agency and the Participant,
shall be sufficiently given by personal service or dispatched by registered or certified mail,
postage prepaid, return receipt requested, to the principal offices of the Agency or the
Participant described in Section 4. Such written notices, demands and communications may be
sent in the same manner to such other addresses as either party may from time to time designate
X2:130878.2 September 5, 1995 -4-
by mail as provided in this Section. Notwithstanding anything to the contrary contained herein,
notice personally served shall be deemed to have been received as of the date of such service.
Section 8. Enforced Delay: Extension of Times of Performance
a. In addition to specific provisions of this Agreement, performance by any
party hereunder shall not be deemed to be in default, and all performance and other dates
specified in this Agreement shall be extended, where the party seeking the extension has
acted diligently and delays or defaults are due to events beyond the reasonable control
of the party such as but not limited to: war, insurrection, strikes, lockouts, riots, floods,
earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics,
quarantine restrictions, freight embargoes, intergalactic invasion, lack of transportation,
litigation, unusually severe weather, or any other muses beyond the control or without
the fault of the party claiming an extension of time to perform.
b. Notwithstanding anything to the contrary in this Agreement, an extension
of time for any such cause shall be for the period of the enforced delay and shall
commence to run from the time of the commencement of the cause, if notice by the party
claiming such extension is sent to the other party within thirty (30) days of the
commencement of the cause.
c. Times of performance under this Agreement may also be extended in
writing by the mutual agreement of the Executive Director of the Agency and the
Participant.
Section 9. Inspection of Books and Records
Each party has the right to inspect, at reasonable times, the books and records of the
other parties pertaining to the Site as pertinent to the purposes of the Agreement.
Section 10. Indemnification
The Participant shall defend, indemnify, assume all responsibility for and hold the
Agency, and its respective elected and appointed officers and employees, harmless from all costs
(including attorney's 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 and on the Site, whether such activities or
performance thereof be by the Participant or anyone directly or indirectly employed or
contracted with by the Participant and whether such damage shall accrue or be discovered before
or after termination of this Agreement. This indemnity includes, but is not limited to, any
repair, cleanup, remediafion, detoxification, or preparation and implementation of any removal,
remedial, response, closure or other plan (regardless of whether undertaken due to governmental
action) concerning any hazardous substance or hazardous wastes including petroleum and its
fractions as defined in the Comprehensive Environmental Response, Compensation and Liability
:130878.2 September 5, 1905 -5-
Act ["CERCLA"; 42 U.S.C. Section 9601, et sex{_.], the Resource Conservation and Recovery
Act ["RCRA"; 42 U.S.C. Section 6901 et sea_.] and California Health and Safety Code Section
Code Section 25280 et seq. at any place where Participant owns or has control of real property
pursuant to any of Participant's activities under this Agreement. The foregoing indemnity is
intended to operate as an agreement pursuant to Section 107 (e) of CERCLA and California
Health and Safety Code Section 25364 to assure, protect, hold harmless and indemnify Agency
from liability.
Section 11. Defaults - General
a. The failure or delay by either party to perform any term or provision of
this Agreement constitutes a default under this Agreement. A party claiming a default
(claimant) shall give written notice of default to the other party, specifying the default
complained of. The defaulting party shall have thirty (30) days within which to cure the
default.
b. In the event the Participant fails to cure the default, the Agency may
terminate this Agreement upon two (2) business days notice to Participant. In the event
the Agreement is terminated pursuant to this Section, the Participant shall repay to the
Agency all funds paid by the Agency to Participant pursuant to this Agreement within
thirty (30) days of the demand for such funds.
Section 12. Lepai Actions
a. In the event a default is not cured as provided in this Agreement, the non-
defaulting party may exercise all fights and remedies available to it by law.
b. In the event such litigation is fried by one party against the other to
enforce its rights under this Agreement, the prevailing party, as determined by the
Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for
the relief granted.
c. The laws of the State of California shall govern the interpretation and
enforcement of this Agreement.
d. Except as otherwise expressly stated in this Agreement, the rights and
remedies of the parties are cumulative, and the exercise by any party of one or more of
such rights or remedies shall not preclude the exercise by it, at the same or different
times, of any other rights or remedies for the same default or any other default by the
other party.
e. Any failures or delays by any party in asserting any of its rights and
remedies as to any default shall not operate as a waiver of any default or of any such
rights or remedies, or deprive any such party of its right to institute and maintain any
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actions or proceedings which it may deem necessary to protect, assert or enforce any
such rights or remedies.
Section 13. Compliance With All Laws and Regulations
The Participant shall carry out the provisions of this Agreement in conformity with all
applicable local, state and federal laws and regulations, including, without limitation, such laws
and regulations pertaining to the payment of prevailing wages which might be applicable to its
obligations.
Section 14. Entire A~eement. Waivers & General
a. This Agreement is executed in duplicate originals, each of which is
deemed to be an original. This Agreement includes pages 1 through 7, which constitutes
the entire understanding and agreement of the parties.
b. This Agreement integrates all of the terms and conditions mentioned herein
or incidental hereto, and supersedes all negotiations or previous agreements between the
parties or their predecessors in interest with respect to all or any part of the subject
matter hereof.
c. All amendments hereto must be in writing executed by the appropriate
authorities of the Agency and the Participant.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.
REDEVELOPMENT AGENCY OF THE
CITY OF TEIVIEC~A
By:
RONALD PARKS
Chairperson
130878.2 September S, lW5 -7-
ATTEST:
JUNE S. GREEK
Secretary
APPROVED AS TO FORM:
PETER M. THORSON
General Counsel
PROFESSIONAL HOSPITAL SUPPLY, INC.,
a California Corporation
By
President
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