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HomeMy WebLinkAboutE-6 Staff Report - Kinkaid MOUAmended and Restated MOU for Development of Kincaid Pit March 17, 2025 Page 1 CONSENT ITEM E-6 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: SERGIO GONZALEZ, CITY MANAGER FROM: ROBERT DELGADILLO, P.E., DIRECTOR OF PUBLIC WORKS/CITY ENGINEER DATE: MARCH 17, 2025 SUBJECT: APPROVE AMENDMENT No. 1 TO THE AMENDED AND RESTATED MEMORANDUM OF UNDERSTANDING FOR DEVELOPMENT OF KINCAID PIT BACKGROUND: The Kincaid Pit is a 14.9-acre unimproved mining quarry formerly owned by the City of Irwindale and is located within the boundaries of both the City of Irwindale and the City of Azusa. The Kincaid Pit is located east of Irwindale Avenue and is bisected by the 210 Freeway, dividing the pit into the North Pit and the South Pit. According to economic development studies prepared by the City of Irwindale, once the Kincaid Pit is filled, it can provide retail development opportunities for Irwindale, Azusa, and the I-210 corridor. As a result, the Kinkaid Pit has been the subject of prior memoranda of understanding between the two cities. The original MOU was approved on July 2, 2003. It was amended in February 2017 but not fully executed until December 3, 2018. RECOMMENDATIONS: Staff recommends the City Council take the following actions: 1. Approve Amendment No. 1 to “Amended and Restated Memorandum of Understanding for Development of Kincaid Pit By and Between the City of Irwindale and the City of Azusa”; and 2.Authorize the City Manager to execute Amendment No. 1 and to make non-substantial edits in a form acceptable to the City Attorney, on behalf of the City. Approved City Council March 17, 2025 Amended and Restated MOU for Development of Kincaid Pit March 17, 2025 Page 2 ANALYSIS: Amendment No. 1 amends and restates the following: • The development of the site will be completed in two phases, 1) remediation and grading, and 2) the implementation of land use, entitlement and development. • The Remediation Phase must go through a permitting process to be determined by each City. • Irwindale and Azusa will process the required project entitlements for the portions of the site located within their respective boundaries. • The parties will collect all land use entitlement fees for those portions of the site located within their respective boundaries and in accordance with each party’s schedule of fees. • Irwindale will be the lead agency principally responsible for processing the environmental reviews necessary for the Project. As permitted under CEQA, Azusa will be a responsible agency and 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. • Azusa and Irwindale will be responsible for administering and processing all permits required for the Remediation and Grading Phase in a timely manner. • Each City will collect their corresponding engineering plan check, permitting, and inspection fees for those portions of the site located within their boundaries. • Each City will perform inspection and oversight over the permits issued within their respective boundaries. FISCAL IMPACT: There is no fiscal impact associated with the recommendation actions at this time When the project progresses, it is anticipated Azusa will receive some revenues from City permits, plan check, and entitlement fees. In addition, both cities have agreed to an equal share of any sales tax proceeds generated regardless of the city boundary, a sales tax generator is eventually located within the Project. Prepared by: Reviewed and Approved: Miguel Cabanas, PE, PLS Robert Delgadillo, PE Principal Civil Engineer Director of Public Works/City Engineer Approved by: Sergio Gonzalez City Manager Attachment: 1) Amendment No. 1 to “Amended and Restated Memorandum of Understanding for Development of Kincaid Pit 01005.0006/1037240.2 AMENDMENT NO. 1 TO AMENDED AND RESTATED MEMORANDUM OF UNDERSTANDING FOR DEVELOPMENT OF KINCAID PIT BY AND BETWEEN THE CITY OF IRWINDALE AND THE CITY OF AZUSA This AMENDMENT NO. 1 TO AMENDED AND RESTATED MEMORANDUM OF UNDERSTANDING FOR DEVELOPMENT OF KINCAID PIT (“Amendment No. 1”) by and between the CITY OF IRWINDALE (“Irwindale”) and the CITY OF AZUSA (“Azusa”) is effective as of the __ day of _______, 2025. Irwindale and Azusa are sometimes referred to herein individually as “party” or collectively as “parties.” RECITALS A. The Kincaid Pit is unimproved real property located within the boundaries of both Irwindale and Azusa and is bisected by the 210 Freeway, divided into the North Pit and the South Pit (referred to herein as “Site”). B. Irwindale and Azusa entered into that certain Memorandum of Understanding for Development of Kincaid Pit dated July 23, 2003. 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. C. Thereafter, the parties entered into an Amended and Restated Memorandum of Understanding for Development of Kincaid Pit dated December 12, 2018 (“Agreement”), which amended and restated the 2017 MOU in its entirety for the purposes of reaffirming the Parties’ commitment to the development of the Site through continuous cooperation to accomplish development of the site as a major regional retail center. D. The Agreement divided the development of the Site into two phases, the remediation and grading phase (“Remediation Phase”), and implementation of land use entitlements and development of commercial and/or industrial facilities (“Development Phase”). It was 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 would be subject to noticed public hearings. E. The Parties desire to memorialize their agreement and understanding that each City shall be responsible for the processing and administration of the Remediation Phase and Development Phase within the boundary of their jurisdiction. 01005.0006/1037240.2 TERMS 1. Contract Changes. The Agreement is amended as provided herein. a. Section 1.02, “Purpose of Agreement”, is hereby amended to read in its entirety as follows (added text shown in bold italics, deleted text shown in strikethrough): “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 Remediation Phase must go through a permitting process to be determined by each City. 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. The parties agree to cooperate and coordinate processing of each jurisdiction’s respective permit processes and/or entitlement processes as well as inspection and oversight of the Remediation Phase concurrently, to the extent reasonably possible. 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.” b. Section 2.01, “Remediation Phase”, is hereby amended to read in its entirety as follows (added text shown in bold italics, deleted text shown in strikethrough): “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. Azusa currently has one open permit GRD-19-01 at the Site, which it shall continue to process until the permit is closed, and collect the requisite fees according to Azusa’s fee schedule. To this end, both Azusa and Irwindale will be responsible for administering and processing all such permits required for the Remediation Phase in a timely manner so that the timeline set forth in Section 2.03 is not delayed. Said permit(s) shall be issued upon the mutual completion of the engineering plan check performed by each City and in concurrence with the permit procurement procedures of each agency, including but not limited to the developer’s payment of permit fees, furnishing a certificate of insurance, and procuring a City business license. Each City will perform inspection and oversight over the permits issued from their jurisdiction, and will coordinate inspection and 01005.0006/1037240.2 oversight over the Remediation Phase. The parties agree that no further agreements are required to be processed between themselves to accomplish the Remediation Phase.” c. A new subsection (a), “Fees”, is hereby added to Section 2.01, “Remediation Phase” of the Agreement, to read in its entirety as follows: “Each City will collect their corresponding engineering, plan check, permitting, and inspection fees for those portions of the Site located within their boundaries, respectively, in accordance with their respective schedule of fees. Each City shall be separately and solely responsible for collection of any applicable fees from the developer.” d. Section 2.02, “Development Phase”, is hereby amended to read in its entirety as follows (added text shown in bold italics, deleted text shown in strikethrough): “Irwindale and Azusa will process those Project entitlements 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), and holding joint public hearings by Irwindale and Azusa to consider Project entitlements. Irwindale will be the lead agency principally responsible for processing the environmental reviews necessary for the Project. As permitted under CEQA, Azusa will be a responsible agency, and 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. Irwindale shall be responsible for obtaining an environmental consultant, subject to approval by Azusa not to be unreasonably withheld.” e. A new subsection (a), “Fees”, is hereby added to Section 2.02, “Development Phase” of the Agreement, to read in its entirety as follows: “The parties will collect all land use entitlement fees for those portions of the Site located within their boundaries, respectively, and in accordance with each party’s comprehensive fee schedule.” 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment No. 1. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. Irwindale and Azusa each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or 01005.0006/1037240.2 oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Azusa represents and warrants to Irwindale that, as of the date of this Amendment No. 1, Irwindale is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. Irwindale represents and warrants to Azusa that, as of the date of this Amendment No. 1, Azusa is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of the Agreement, as amended and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] 01005.0006/1037240.2 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the date and year first-above written. CITY OF IRWINDALE By: Julian A. Miranda, City Manager ATTEST: Laura M. Nieto, Chief Deputy City Clerk APPROVED AS TO FORM: Adrian R. Guerra, City Attorney CITY OF AZUSA By: Sergio Gonzales, City Manager ATTEST: City Clerk APPROVED AS TO FORM: City Attorney