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HomeMy WebLinkAbout95-09 RDA ResolutionRESOLUTION NO. RDA 95-09 A RESOLUTION OF THE REDEVELOPMENT AGENCY 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 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. The purpose of the Agreement between the 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, Resos.RDA\95-09 - 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. RDA 95-09 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 hearing as well as the oral comments received at the public hearing. 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 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 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 Resos. RDA\95-09 -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 Redevelopment Agency 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. _V, esos.RDA\95-09 -3- 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_9_o 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 Redevelopment Agency of the City of Temecula hereby approves 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, and hereby directs the Chairperson of the Agency to execute the Agreement on behalf of the Agency. Section 5. The Secretary shall certify the adoption of this Resolution. ~csos.RDA\95-09 4- PASSED, APPROVED AND ADOPTED by the Redevelopment Agency of the City of Temecula on the 19th day of December, 1995. Ronald J. Parks, Chairperson ATTEST: City Clerk/Agency Secretary [SEAL] 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 95-09 was duly and regularly adopted by the Redevelopment Agency of the City of Temecula at an adjourned regular meeting thereof, held on the 19th day of December, 1995, by the following vote, to wit: AYES: 5 AGENCY MEMBERS: Birdsall, Lindemans, Parks, Roberts, Stone NOES: 0 AGENCY MEMBERS: None ABSENT: 0 AGENCY MEMBERS: None Ju~. Greek, cMc city Clerk\Agency Secretary l, tesoa.RDA\95-09 -5- EXHIBIT "A" OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND PROFESSIONAL HOSPITAL SUPPLY THIS OWNER PARTICIPATION AGR£EMENT (the "Agreement") is entered into and effective as of , 1995 (the UEffective DateU), 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 opportunifes. 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 utilization 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. e. This Agreement pertains to and affects the ability of the Agency to finance its statutory obligations and for all parties to £mance 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 componenta 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~'eement a. The Agency is a public body, corporate and politic, exerciaing governmental functions and powers and is organized and existing under the Community Redevelopment law of the State of California (§ 33000, et sea_., 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 sea_.). Section 5. Al, ency and Participant Obli~,ations 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 Agency'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. :130818.2 Septmr 5, 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 construction 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 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. (4) The payment of funds for the Public Improvements will assist in the elimination of one or more of the blighthag 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 subsequenfiy 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, handicap, 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 Conununications 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 cerdfied 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 causes 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, remediation, 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 ~1.30~7~.~ September 5, 1995 -5- Act ["CERCLA"; 42 U.S.C. Section 9601, et seo_.], the Resource Conservation and Recovery Act ["RCRA"; 42 U.S.C. Section 6901 et seq.] and California Health and Safety Code Section Code Section 25280 et s~. 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. Legal Actions a. In the event a default is not cured as provided in this Agreement, the non- defaulting party may exercise all rights 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 I. AXZ:130878.Z September 5. 1995 -6'- 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 Agreement. 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 pan 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. REIIEVELOPMENT AGENCY OF THE CITY OF TEMEC~A By: RONALD PARKS Chairperson 130878.2 September 5, 199~ -7- ATTEST: JUNE S. GREEK Secretary APPROVED AS TO FORM: PETER M. THORSON General Counsel PROFESSIONAL HOSPITAL SUPPLY, INC., a California Corporation By President LAXZ:130878.Z September 5, 1995 -8-