HomeMy WebLinkAboutE-14 Staff Report - Amended and Restated MOU for Development of Kincaid PitCONSENT ITEM
E-14
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: DANIEL BOBADILLA, P.E., DIRECTOR OF PUBLIC WORKS/CITY ENGINEER
DATE: DECEMBER 3, 2018
SUBJECT: APPROVE THE AMENDED AND RESTATED MEMORANDUM OF
UNDERSTANDING BETWEEN THE CITY OF AZUSA AND THE CITY OF
IRWINDALE FOR THE DEVELOPMENT OF KINCAID PIT
BACKGROUND:
Kincaid Pit is a 14.9 acre unimproved mining quarry owned by the City of Irwindale and located within
the boundaries of both the City of Irwindale and the City of Azusa. According to economic development
studies prepared by the City of Irwindale, once Kincaid Pit is filled, it can provide retail development
opportunities for Irwindale, Azusa, and the I-210 corridor. As a result, it has been the subject of prior
memoranda of understanding between the two cities. The proposed actions will approve an amended and
restated Memorandum of Understanding (MOU) between both cities for the development of Kincaid Pit.
RECOMMENDATION:
Staff recommends the City Council take the following actions:
1) Approve the amended and restated Memorandum of Understanding between the City of Azusa
and City of Irwindale for the development of Kincaid Pit; and
2) Authorize the City Manager to execute the amended and restated Memorandum of
Understanding, in a form acceptable to the City Attorney, on behalf of the City.
ANALYSIS:
Kincaid Pit is 14.9 acres of unimproved real property located within the boundaries of both the City of
Irwindale and the City of Azusa. Kincaid Pit is located east of Irwindale Avenue and bisected by the 210
Freeway, dividing the pit into the North Pit and the South Pit.
On July 2, 2003, both cities entered into a MOU for the development of Kincaid Pit. Thereafter, both
cities approved a new MOU in February 2017, which was never fully executed. This amended and
APPROVED
CITY COUNCIL
12/3/2018
Amended and Restated MOU for Development of Kincaid Pit
December 3, 2018
Page 2
restated MOU reaffirms the commitment of both cities to develop Kincaid Pit through continuous
cooperation to accomplish development of the site as a major regional retail center.
The MOU contains the following elements:
• Identifies steps the cities will follow to process site remediation and grading.
• Each city will process project entitlements required for portions of Kincaid Pit located within
their respective boundaries.
• Irwindale will be principally responsible for processing the required environmental reviews. As
permitted under CEQA, Azusa will cooperate with Irwindale in the preparation of any
environmental documentation required and utilize such documents for its consideration in
adopting mitigation measures and issuing necessary entitlements.
• Design of the development shall be “Spanish Mission” architecture consistent with the design
guidelines of both Irwindale and Azusa, or such other design theme as may be agreed by both
cities.
• Both cities shall negotiate in good faith a sales tax sharing agreement.
• The goal is to complete the development by December 2024.
FISCAL IMPACT:
There is no fiscal impact associated with the recommendation actions.
Prepared by: Reviewed and Approved:
Daniel Bobadilla Sergio Gonzalez
Director of Public Works/City Engineer City Manager
Attachment:
1) Amended and Restated MOU
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AMENDED AND RESTATED MEMORANDUM OF UNDERSTANDING
FOR DEVELOPMENT OF KINCAID PIT
This AMENDED AND RESTATED MEMORANDUM OF UNDERSTANDING
(“Agreement”) is made this ___ day of ___________ 2018, by and among the CITY OF
IRWINDALE (“Irwindale”), and the CITY OF AZUSA (“Azusa”) Irwindale and Azusa are
sometimes hereinafter referred to individually as “party” or collectively as “parties.”
RECITALS
The parties enter into this Agreement on the basis of the following facts, understandings,
and intentions.
A.The Kincaid Pit (i) is unimproved real property located within the boundaries of
both Irwindale and Azusa, (ii) is bisected by the 210 Freeway and divided into the North Pit and
the South Pit, and (iii) is depicted on Exhibit “A” attached hereto and incorporated herein
(“Site”).
B.Irwindale and Azusa each have jurisdiction over permitting of any development
over that portion of the Site within their respective boundaries, and believe that the development
of the Site is best accomplished through a cooperative agreement among Irwindale, Azusa, and
Developer to assure a consistent and efficient approval and development process.
C.The parties anticipate that the filling operation required to rehabilitate the Site
from the condition left by the effects of mining require significant investment. The fill operation
is scheduled to take approximately forty-eight (48) months after the full execution of this
Agreement to complete and significant funds will be required to place engineered fill at the Site.
D.The parties previously entered into that certain Memorandum of Understanding
for Development of Kincaid Pit dated July 23, 2003. Thereafter, the parties approved a new
Memorandum of Understanding by action of Irwindale’s City Council on February 22, 2017 and
Azusa’s City Council on February 6, 2017 (“2017 MOU”), which was never fully executed.
E.The parties now wish to amend and restate the 2017 MOU by this MOU to
reaffirm the parties’ commitment to the development of Kincaid Pit through continuous
cooperation to accomplish development of the Site as a major regional retail center.
Preliminarily, the parties wish to describe the process for the remediation of grading of the Site
through this MOU and generally describe the steps required for implementing zoning and land
use changes to facilitate the future development of improvements thereon, subject to the approval
of separate instruments by the parties, as described herein.
AGREEMENT
NOW, THEREFORE, incorporating and in consideration of the mutual covenants
contained herein, parties mutually agree to the following:
SECTION 1. NATURE OF NEGOTIATIONS.
Attachment 1
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1.01 Good Faith. Irwindale and Azusa agree that, for the period set forth in Section
3.01 herein (“Negotiation Period”), they will negotiate diligently and in good faith to process
the grading and development of the Site (“Project”) in two (2) phases, the remediation and
grading phase (collectively “Remediation Phase”) and implementation of land use entitlements
and development of commercial and/or industrial facilities (“Development Phase”). The
Remediation Phase will be processed by the parties as set forth in this Agreement. The
Development Phase, on the other hand, will require the parties to prepare and enter into any
agreement necessary or desirable (“Development Instruments”) to allow for entitlement
approvals and the development of the Site consistent with the provisions of this Agreement, all
rules, regulations, standards, and criteria set forth in the respective Cities’ General Plans, and any
applicable zoning regulations that may hereinafter be adopted by the parties for their respective
jurisdictions. The Project will be processed by Irwindale and Azusa and accomplished by Five
Points, LLC, the developer selected by Irwindale, and its subcontractors (collectively,
“Developer”), and subject to the terms Irwindale, Azusa, and the selected Developer agree upon.
1.02 Purpose of Agreement. This Agreement amends and restates the 2017 MOU in
its entirety. This Agreement identifies the steps the parties will follow to process the
Remediation of the Site. It is expressly understood and agreed by the parties that the
Development Phase must go through a land use entitlement process to be determined by each City
and will be subject to noticed public hearings. Nothing herein shall imply any prejudgment
concerning the Development Project nor does this Agreement imply any obligation on the part of any
party to enter into any agreement or approve any particular land use entitlement that may result from
the negotiations contemplated herein.
SECTION 2. REMEDIATION AND DEVELOPMENT PHASES.
2.01 Remediation Phase. On July 25, 2018, Irwindale approved that certain
Agreement for Performance of Remediation and Grading Work, which in relevant part, describes
the Remediation the Developer must follow to include removal of deleterious materials below
the present pit bottom at the Site in compliance with California Regional Quality Control Board
requirements, importation of clean soil fill materials, receipt, placement and compaction of up
Los Angeles County generated debris basin sediment, and construction of a storm water retention
and detention basins and related surface storm water drainage improvements. Irwindale does not
anticipate any further approvals required from the Irwindale City Council to accomplish the
Remediation. Similarly, Azusa has confirmed that the approval of grading and other related
permits to allow for the Remediation may be accomplished administratively and that no public
hearing is required. To this end, both Azusa and Irwindale will process all such permits required
for the Remediation in a timely manner so that the timeline set forth in Section 2.03 is not
delayed. The parties agree that no further agreements are required to be processed between
themselves to accomplish the Remediation Phase.
2.02 Development Phase. Irwindale and Azusa will process those Project
entitlements required for the portions of the Site located within their boundaries, respectively.
To the extent permitted by law, the parties will cooperate to process the separate land use
entitlement applications for the Development Phase simultaneously pursuant to each
jurisdiction’s Development Code and any applicable state planning and zoning law requirements.
Such cooperation may include, but is not limited to, cooperation in the preparation of
environmental documents to comply with the California Environmental Quality Act (CEQA),
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and holding joint public hearings by Irwindale and Azusa to consider Project entitlements.
Irwindale will be principally responsible for processing the environmental reviews necessary for
the Project. As permitted under CEQA, Azusa will cooperate with Irwindale in the preparation
of any environmental document required for the Project and utilize such documents for its
consideration in adopting mitigation measures and issuing necessary entitlements for the Project.
2.03 Schedule of Performance. The goal will be to (a) commence filling the North
Pit by January 31, 2019, (b) commence construction of the above-grade improvements (e.g.,
buildings) by December 31, 2023, and (c) open the Project by December 31, 2024, with an
understanding that the opening of the Project may be phased. The Development Instruments
shall contain a more detailed Schedule of Performance.
2.04 Sales Tax Sharing Agreement. Irwindale and Azusa intend to share sales tax
revenues evenly, if any, produced from the Project, regardless of where the sales tax generating
sources are located on the Site. Such sales tax sales agreement shall be negotiated in good faith
by the parties.
SECTION 3. DURATION OF NEGOTIATIONS.
3.01 Period of Exclusive Negotiation. The period of negotiation shall be one (1) year
from the date this Agreement is signed by the parties (the “Term”). The parties understand and
agree that should the Period of Negotiation end without agreement on the Schedule of
Performance contemplated in Section 2.02, no party shall be liable to the other party for costs
incurred in the Remediation Phase.
3.02 Early Termination. If any of the parties determine that the Project is not
economically feasible, or if Irwindale or Azusa find progress with respect to the Schedule of
Performance set forth in Section 2.02 is unsatisfactory in its reasonable discretion, then such
party may terminate this Agreement by delivering written notice thereof to the other parties. No
party shall be liable to the other party for costs incurred in the Remediation Phase.
SECTION 4. SELECTED DEVELOPER’S RESPONSIBILITIES.
4.01 The Developer selected will prepare such studies, reports, and analysis, as shall be
necessary to permit Developer to determine the feasibility of the Project. Developer shall obtain
any additional permits from other agencies as necessary.
4.02 The design of the Project shall be “Spanish Mission” architecture consistent with
the design guidelines of both Irwindale and Azusa, or such other design theme as may be agreed
by the parties in the Development Instruments. It is agreed that Developer shall also obtain
architectural review and other approvals for the Project from both Irwindale and Azusa for the
portions of the Project that fall within the boundaries of the respective Cities. The Developer
will be solely responsible for obtaining all approvals and entitlements for the Project, arranging
the financing for the Project, and constructing all improvements upon the Site.
4.03 It is also agreed that development of the Site by Developer may necessitate
changes to existing circulation and access patters that lead to the Site, including access from
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surrounding properties and streets. The parties agree to cooperate in the redesign of such access
and circulation patterns to accommodate improved access to the Site and Project.
SECTION 5. MISCELLANEOUS.
5.01 Indemnification. Each party shall defend and indemnify the other party against,
any and all claims, demands, liability, judgments, awards, fines, mechanics’ liens or other liens,
labor disputes, losses, damages, expenses, attorneys’ fees, and court costs related to this
Agreement and arising either directly or indirectly from any act, error, omission, or negligence of
Irwindale or Azusa or its respective agents, officers, or employees.
5.02 Governing Laws and Venue. This Agreement has been negotiated and executed
in the State of California and shall be governed by and construed under the laws of the State of
California. In the event of any legal action to enforce or interpret this Agreement, the sole and
exclusive venue shall be a court of competent jurisdiction located in Los Angeles County,
California.
5.03 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, void or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day first
above written.
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CITY OF IRWINDALE
By:
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
CITY OF AZUSA
By:
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney