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HomeMy WebLinkAboutCOMMUNITY REDEVELOPMENT AGENCY (44)N07RFQ[fl VVORK WY CUM M- CO�Jm, COOPERAT10N AGREEMENT FOR THE PROVISION OF C PUBLICLY OWNED INIPROVEMENTS C THIS AGREEMENT is entered into this 6th day of April, 1998. (the-Effecilve Date") by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existin- under the Constitution and laws of the State of California (the " Ciry "). and the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA A -."A. public body corporate and politic (the "Agency"). WITNESSETH A. Agency is authorized to undertake certain activities necessary for the implementation of the City of Santa Ana redevelopment projects (the "Projects") under the provisions of the California Community Redevelopment Law (Health and Safety Code Section 3 33000 et seq.) and pursuant to the redevelopment plans for the Projects. B . The City has received an application from The First American Financial Corporation ("First American") for approval of a + 208.82-0 sq. ft. campus office complex to house the first phase of First American's the new world headquarters (the -,Development"). which is to be located within the Agency's South Main Redevelopment Project Area (the -Proj eel -Area"). Agency is willing in connection with the Development to assist in the payment of the costs of certain infrastructure necessitated by the Development and benefiting the Project Area. NOW, THEREFORE, the parties, hereto do mutually agree as follows: I, SCOPE OF WORK The City has deterininedthat the Developmentis requiredto pay as its costs. among other things, a fair share of new regional transportation improvements and fire facilities. Those costs are paid through the payment of in lieu development fees as follows: Transportation System Improvement Fees of,$2,01 per sq. ft. ("TSIA Fees-), and Fire Facilities Fees of 30-3 37 per sq. ft. � "Fire Fees") (collectively. "The Fees"). COMPENSATION AND METHOD OF PAYMENT The:agency hereby agrees to, pay the City an amount of money equal to the TSIA Fees and the Fire Fees otherwise payable for the Development by First American. provided that the total amount paid hereunder shall not exceed $497,000�. The City a2reesA,,enc,,-obliLationto I t7 - pay The Fees hereunder shall constitute a credit for. and shall relie%"e. First American's obligation to pay The Fees for the Development. whether or not Agency has hinds available to pay The Fees at the time called for payment thereof under City -standards. Notwithstanding the foregoing, the City shall not credit The Fees hereunder unless- 1) the Development as finally approved by the City substantially conforn-is to those plans for the Development on file with the City* s Planning and Building Agency on the effective date of this Agreement; and. 2) the applicant for the building permits for the Development is First American, or a controlled or related entity. The parties hereto recognize and acknowledge that First American has an interest in this Agreement and thus the parties acknowledge and agree that (1) First American is an express third party beneficiary of this Agreement, and (2) no amendment or modificationto this Agreement that materially affects First American shall be effective without First American's prior written consent. 2. AGENCY INDEBTEDNESS; SUBORDINATION Until such time as the Agency reimburses the City for The Fees, the amount due to the City shall bear interest at the rate of the average City return on investment, as the same may change from time to time. Except as may be otherwise provided (1) by separate agreement between the City and the Agency, or (2) by budget appropriations or appropriation adjustments approved by the City and the Agency, the amount to be paid by the Agency hereunder shall be paid as follows: upon the expiration of the redevelopment plan for a redevelopment proj ect, the amount due with regard to that project shall be paid in annual installments thereafterto the extent tax increment from the subj ect proj ect area is available for such purpose. The Agency recognizes and agrees that the commitments under this Agreement constitute an obligation to pay the City and, as such, create debt for which taxincrement revenues maybe allocated to the Agency. Said indebtedness shall be considered as an indebtedness of the Agency as the same is intended for purposes of the filing of a statement of indebtedness with the County of Orange pursuant to Health and Safety Code Section 33675. The indebtedness of the Agency to the City created by this Agreement is subordinate to any pledge of tax increments to the bondholders of any tax increment bonds which are or may be issued by the Agency and to any obligations of the Agency incurred pursuant to any agreement entered into with any person or entity other than the City. The City and Agency hereby agree to execute any and all ancillary documents as may reasonably be requested by any bondholder or other purchaser of bonds. notes or other forms of indebtedness of the Agency or any other person entitled to receive the tax increment revenues of the Proj ect area for the repayment of any other indebtedness of the Agency for which the tax increment revenues of the Project area have been or may hereafter be pledged or promised. 3. FINDINGS By their approval of this Agreement, the City Council of the City and the governing board of the Agencv find and determine as follows: A. That the infrastructure to be funded by The Fees are of benefit to the Project Area, in that new development is dependent upon the provision of adequate infrastructure and community facilities. B. That no other reasonable means of financing the publicly owned improvements to W, which The Fees are applied are available to the City for the following reasons: First American would not proceed with the Development without Agency's agreement to pay the costs of the TSIA Fees and the Fire Fees, and the City does not have adequate funds to pay for The Fees. It would be impractical to delay payment of The Fees because the City's requires that The Fees be paid prior to issuance of building permits. Therefore, the only practical and reasonable means of paying for the needed public facilities to be funded by The Fees is the use of tax increment revenues and the proceeds of tax allocation bonds available to the Agency for the redevelopment of the Project Area. C. The Agency's payment of the Fees will assist in the elimination of one or more blighting conditions in the Project Area, consistentwith the Implementation Plan for the Project Area adopted by the Agency pursuantto Health and Safety Code § 33490 in that deficient infrastructure and unproductive land uses are blighting conditions addressed by the Agency's payments, and payment for infrastructure to improve traffic flow and provision or replacement of public streets, traffic signals, and other facilities including fire facilities are called for in the South Main Project Area Goals and Objectives as set forth in the ImplementationPlan. 4. LIABILITY AND INDEMNIFICATION In contemplation of the provisions of Section 895.2 of the Government Code of the State of California imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Section 895 of said Code, the parties hereto, as between themselves, pursuant to the authorization contained in Section 895.4 and 895.6 of said Code, will each assume the full liability imposed upon it, or any of its officers, agents or employees by law for injury caused by negligent or wrongful act or omission occurring in the performance of this Agreement to the same extent that such liability would be imposed in the absence of Section 895.2 of said Code. To achieve the above -stated purpose each party indemnifies and holds harmless the other party for any loss, costs or expense that may be imposed upon such other party solely by virtue of said Section 895.2. The provisions of Section 2778 of the California Civil Code are made a part hereof as if fully set forth herein. EFFECTIVE DATE OF AGREEMENT This Agreement shall take effect from and after the date of adoption and approval by the City and the Agency pursuant to official action of the governing bodies, which date shall be inserted into the preamble of this Agreement, thereof and shall be effective for a duration not to exceed the time necessary for the Agency to pay the City in full. [signatures on next page] 3 .\ IN WITNESS WHEREOF. the parties, hereto have executed this Agreement the date and year first above w6tten. :ATTEST: (Yrize C. Guy Clerk of the Council ATTEST: Cynthia J. Nelson Executive Director OVEDAS TO-FORNI: Agei!& Legal Counsel mmulmer, a REQUEST FOR AC. NCY/ COUNCIL ACTION MEETING DATE: APRIL 6, 1998 TITLE: aocation !gt CLERK OF COUNCIL USE ONLY: ENTITLEMENT ACTIONS RELATED TO THE DEVELOPMENT OF FIRST AMERICAN FINANCIAL AT MACARTHUR PLACE t/ Y-, CITY AGER RECOMMENDED ACTION REDEVELOPMENT AGENCY: DIRECTOR ❑ As Recommended ❑ As Amended © Ordinance on 1st Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Adopt a resolution approving a 'Termination Agreement and a Cooperation Agreement related to the MacArthur Place project and making Certain environmental findings related thereto. CITY COUNCIL: 1. Adopt a resolution approving a Cooperation Agreement and a Project Implementation Agreement and making environmental findings related thereto. 2. Affirm the Planning Commission decision approving Street Name Change No. 98-01 renaming Regency Boulevard to First American Way. 3. Authorize the City Manager to execute all necessary documents to accept street dedications required for the project. Redevelopment and Housing _commission Action Recommended that the Redevelopment Agency: 1. Direct the Agency Attorney to prepare, and authorize the Chairman and the Executive Director to execute, an Agreement to terminate the Disposition and.Development Agreement with MacArthur Place LLC. 2. Direct the Agency Attorney to prepare, and authorize the Chairman and the Executive Director to execute, a Cooperation Agreement for the provision of publicly owned improvements between the Agency and City at its meeting of March 17, 1998 by a vote of 6:0 (Lewis absent). Planning. Commission_ Action 1. Adopted a resolution approving conditioned. Site Plan Review No. 98-01 as 55A Rev. 115 Entitlement Actions at MacArthur Place April 6, 1998 Page 2 2. Adopted a resolution finding that the previously certified Environmental impact Report No. 87-01 (MacArthur Place) and Environmental Impact Report No. 97--01 (Land Use Element of the General Plan) is adequate for Environmental Review No. 97-126 pursuant to the California Environmental Quality Act (CEQA) Section 15168(c) and that no further environmental documentation is necessary for the project. 3. Adopted a resolution approving Street Name Change No. 98-01 at its meeting of March 23, 1998 by a vote of 5:0 (Verino and Doughty absent). DISCUSSION Request of Applicant The applicant, Birtcher Development on behalf of First American Financial Corporation, is requesting approval of the following: 1. a Termination Agreement which terminates their interest in the Disposition and Development Agreement with the Redevelopment Agency; 2. a Cooperation Agreement between the Redevelopment Agency and the City in which the Agency agrees to pay the City an amount equal to the Transportation System Improvement Fees and the Fire Facilities Fees for the project (not to exceed $497,000); 3. a Project Implementation Agreement which identifies and assigns responsibility for public infrastructure improvements needed for the development of the property; and 4. a street name change to allow Regency Boulevard to be renamed First American Way. Property Description The First American office development site is on 16.94 acres within the MacArthur Place development. The project site is bounded by an existing office building and vacant land to the west; MacArthur Boulevard to the south; the Costa Mesa Freeway to the east; and vacant land abutting Columbine Avenue to the north. The General Plan land use designation for the site is District Center (DC). The zoning is Specific Development No. 43 (SD-43) (Exhibits 1 and 2). Rev. 116 5A Entitlement Actions at MacArthur Place April 6, 1998 Page 3 Project Description In April 1988, the City and the Redevelopment Agency entered into agreements with BGS Partners for a mixed -use development on 66 acres at the northeast corner of Main Street and MacArthur Boulevard. The total development consisted of 4.051 million square feet of office and retail space and a maximum of 400 residential units, in an urban village setting known as MacArthur Place. Since entitlements were granted, the only activity to occur is development of an 11 story, 270,000 square foot office building and the sale of approximately 12 acres to MacArthur Partners for future development of the residential/retail component. In 1997, MacArthur Place LLC became the successor -in -interest to the remaining undeveloped 40 plus acres. First American Financial Corporation is proposing to acquire the 40 plus acres and initially develop approximately 16.94 acres of land with a campus style office development to serve as their international corporate headquarters. A portion of the remaining acreage is proposed to be sold to an office developer, and the balance held by First American for future development. The First American Financial headquarters project will consist of two phases with a total of 360,000 square feet of office space. Phase I will consist of the construction of three office buildings totaling 207,920 square feet and surface parking. Phase II will consist of the construction of two office buildings totaling 151,000 square feet and a five level parking structure. The project will incorporate a Jeffersonian design and include a fountain and garden terrace. The proposed development conforms with all provisions of the specific development plan for the project, meeting or exceeding development standards. A site plan was reviewed and approved by the Planning Commission at their meeting of March 23, 1998 (Exhibit 3). In addition, a lot line adjustment is being processed by the Planning & Building and Public Works Agencies to modify the existing subdivision. Analysis of the Issues The First American Financial project, together with the additional development anticipated at MacArthur Place, falls well within the scope of development approved in 1988. To proceed with development, however, First American is requesting actions related to the Redevelopment Agency's involvement in the project and concerning the allocation of infrastructure responsibilities. Each action requested is explained below. All agreements referred to are on file in the City Clerk's office for review. Termination Agreement: The current owner of the 40 plus acre parcel, MacArthur Place LLC, and First American Financial have entered into a Purchase and Sale Agreement and Joint Escrow Instructions for the property. In order to facilitate Rev. 117 «ti 4' 'F; Entitlement Actions at MacArthur Place April 6, 1998 Page 4 the conveyance of the First American purchase and its subsequent development, both parities are requesting that the Agency take formal action to terminate the Disposition and Development Agreement (DDA) with respect to the 40+ acres. In addition, the parties are requesting that the Agency resolve and determine that all references to the DDA in all other documents and agreements be deemed deleted and that such other documents and agreement as they affect the site be read and interpreted without reference to the DDA. By terminating the DDA, the Redevelopment Agency gives up any rights over the remaining land and any financial obligations identified in the DDA. When the DDA was approved in 1988, the City also approved a 20-year Development Agreement and Specific Development No. 43. These documents set forth the development and design criteria for MacArthur Place as a mixed -use development and will continue to remain in effect. Cooperation Agreement: First American Financial is requesting that the Redevelopment Agency assist with the payment of certain infrastructure fees necessitated by the development. Specifically, the project developer is required to pay in - lieu development fees as follows: Transportation System Improvement Fees of $2.01 per square foot and Fire Facilities Fees of $0.37 per square foot. The City collects these fees and in turn, constructs public improvements as determined necessary for development of the area. In order to facilitate Agency assistance, a Cooperation Agreement between the City and the Redevelopment Agency must be approved which provides that: • The Agency agrees to pay the City an amount equal to the fees indicated, in a total amount not to exceed $497,000; • The City agrees that the Agency's obligation to pay the fees shall constitute a credit for First American's obligation to pay the fees for the development, whether or not Agency funds are available to pay the fees at the time called for by the City; and • The City shall not credit the fees unless: 1) the development conforms to the plans on file with the City; and 2) the applicant for the building permits for the development is First American Financial or a controlled related entity. The Agency's payment of the fees will assist in the elimination of one or more blighting conditions in the Project Area, consistent with the Implementation Plan for the Project Area adopted by the Agency pursuant to Health and Safety Code Section 33490 in that deficient infrastructure and unproductive land uses are blighting conditions addressed by the Agency's payments. Payment for infrastructure to improve traffic flow and provision or replacement of public streets, traffic signals, and other facilities including fire facilities are called for in the South Main Project Area Goals and Objectives as set forth in the Implementation Plan. 55A Rev. 118 Entitlement Actions at MacArthur Place April 6, 1998 Page 5 Project Implementation Agreement: An Environmental Impact Report was certified for the MacArthur Place development when entitlements were granted in 1988. The EIR identified a list of on and off -site infrastructure improvements required to be built as development occurred. In general, the improvements required relate to traffic and storm drain issues. First American Financial is requesting that the City now assign these required improvements to phases of anticipated development. The Project Implementation Agreement provides a contractual understanding for First American concerning the use and development of the remaining undeveloped land. This agreement provides a list of infrastructure improvements which will be required based on the amount of building square footage developed. This is necessary in light of the fact that the property will be developed by multiple, unrelated private entities. Assignment of the improvement obligations as requested allows clear understanding of infrastructure obligations to both First American and all future property owners. Street Name Change: First American Financial has requested a street name change from Regency Boulevard to First American Way. The Santa Ana Municipal Code (Section 33-6) requires all requests for renaming public streets to be referred to the Planning Commission for determination and then to the City Council to affirm the Planning Commission decision. No public hearing is required for this action because the street name change will not change the street address of any abutting property. The only existing office building is off of Imperial Promenade, an adjacent bisecting street and therefore is not impacted by the requested street name change. On March 23, 1998, the Planning Commission approved the request for the street name change because Regency Boulevard is not a continuation of any existing street and the street name change request met the guidelines outlined in the Santa Ana Municipal Code. It can only be found within the MacArthur Place development and as with other streets within MacArthur Place contain unique names not found anywhere else within the City. The street name will refer to a significant and distinct development for the area and the street name will recognize a long standing corporate citizen of the City. Acceptance of Dedication: As indicated earlier, a lot line adjustment is being processed for the project to modify the previously approved tentative tract map. All street dedications required must be accepted prior to recordation. The authorization requested allows the City Manager to accept the street dedications on behalf of the City. Rev. 119 55A Entitlement Actions April 6, 1998 Page 6 CEQA Compliance at MacArthur Place After reviewing the project description, it was determined that pursuant to Section 15168(c) of the CEQA Guidelines, a Program EIR (EIR 87-01) had been previously prepared which would adequately describe the general environmental setting, impacts and mitigation measures related to each significant effect. An environmental checklist was prepared for Environmental Review No. 97-126 (Exhibit 4) which determined that no new effects would occur and no new mitigation measures would be required. Robyn tegraff Cynthia J. Nelson T Execut' a Direc or Executive Director Planning and Buildi g Agency Community Development Agency SK:SMJ Aksa98.1 5 Rev. 120 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 6, 1998 TITLE: RESOLUTION AUTHORIZING PRIVATE INDUSTRY COUNCIL AS ADMINISTERING AGENCY FOR FEDERAL WELFARE TO WORK FUNDS CITY MANAGER RECOMMENDED ACTION gducelion I CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution authorizing the Santa Ana Private Industry Council as the administering agency for federal Welfare to Work funds. DISCUSSION In August 1997 the President signed HR2015, the federal Balanced Budget Act. HR 2015 supplements the federal Temporary Assistance for Needy Families (TANF) welfare program with an additional $3 billion for states to create local welfare to work programs. California is eligible for $190,417,247 in 1998 and the same amount in 1999.. The California Employment Development Department is the designated state administrative agency for these funds, and the local Private Industry Councils (PICs) are the administrative agencies at the local level. The Santa Ana PIC currently administers the Job Training Partnership Act funds for the City. The proposed resolution establishes the PIC as the administrative agency for the new welfare funding and is required to be submitted to the state for approval along with a defined program for use of the funds. The PIC will receive an estimated $2,356,717 per year for the next two years to operate a welfare to work program. The PIC and WORK Center staff are in the process of developing the program criteria and anticipate operations to commence in June 1998. FISCAL IMPACT There is no fiscal impact associated with this action. &Umi Q�a�� - Cynth a J. Nelson Executive Director Community Development Agency H:AclionsG9m T1C Resaiution 06 g,l es. asp CL:4/1/98 RESOLUTION NO. 98-015 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DESIGNATING THE PRIVATE INDUSTRY COUNCIL AS THE ADMINISTERING AGENCY FOR WELFARE -TO -WORK FUNDS AND AUTHORIZING THE CITY MANAGER OF THE CITY OF SANTA ANA TO EXECUTE WELFARE -TO -WORK DOCUMENTS. WHEREAS, in 1996, Congress enacted the Personal Responsibility and Work Opportunity Reconciliation Act which consolidated various programs into a single block grant named the Temporary Assistance for Needy Families program; and WHEREAS, the Employment Development Department has been designated as the state administrative entity for the Temporary Assistance for Needy Families program funds; and WHEREAS, the Welfare -To -Work amendment to the Temporary Assistance for Needy Families program designates the Private Industry Councils as the local administrative entities for the Welfare -To -Work Grant Program and funding; and WHEREAS, the Employment Development Department has directed the city councils and Private Industry Councils to adopt a resolution to establish fiscal responsibility and designate the Private Industry Council as the administrative agency for the Welfare -To -Work funds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: 1. The City Council of the City of Santa Ana acknowledges that the City of Santa Ana shall be !_able to the State of California Employment Development Department for all funds not expended in accordance with this Planning Guidance, the Welfare -to -Work local Subgrant, the Welfare -to -Work law and the implementing regulation, and shall return such funds to the Employment Development Department; and 2. The City Council of the City of Santa Ana designates the Private Industry Council to administer Welfare-c-Work funds and other state and federal funds serving reside .us of Santa Ana; and 2 0 6 9. � 3. The City Council of the City of Santa Ana authorizes, Through the designation set forth above, the City Manager of the City of Santa Ana, to execute and sign all Welfare--to-Work plans, modifications, adjustments, grants, grant applications, subgrant agreements or any other documents with or required by the State of California Employment Development Department, the United States Department of Labor, or any other state or federal agency. BE IT FURTHER RESOLVED that this signature authority is effective until specifically revoked. ADOPTED this day of ATTEST: Miguel A. Pulido Mayor Janice C. Guy Clerk of the Council COUNCILMEMSERS: Pulido APPROVED A� TO FORM: Richardson Espinoza Franklin Lutz Crist.ine gee McGuigan Deputy City Attorney Moreno 1998. " 6 �"