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Home My WebLink AboutTPFA 01 MINUTES OF 04 03 2006 03-20-07 MINUTES OF THE SPECIAL MEETING OF THE TUSTIN PUBLIC FINANCING AUTHORITY TUSTIN, CALIFORNIA APRIL 3, 2006 Agenda Item Reviewed: City Manager Finance Director TPFA 1 ~ N/A CALL TO ORDER 8:37 p.m. ATTENDANCE Present: Absent: Recording Secretary: Others Present: Chair Doug Davert; Chair Pro Tem Tracy Worley Hagen; Agency Members Jerry Amante, Lou Bone, and Tony Kawashima None Pamela Stoker William A. Huston, Executive Director and Douglas C. Holland, City Attorney PUBLIC INPUT - None CONSENT CALENDA~ - It was moved by Agency Member Amante, seconded by Chair Pro Tem Hagen, to approve Agenda Item 1 as recommended by staff. Motion carried 5-0. 1. APPROVAL OF MINUTES - SPECIAL MEETING OF JUNE 6, 2005 Motion: Approve the Tustin Public Financing Authority Minutes of June 6, 2005. RECESSED TO JOINT SESSION BETWEEN THE CITY COUNCIL AND THE TUSTIN PUBLIC FINANCING AUTHORITY AT 7:40 P.M. 2. TUSTIN LEGACY DISPOSITION AND DEVELOPMENT AGREEMENT 06-01 (MASTER DEVELOPMENT SITE) Approval is requested of a Disposition and Development Agreement (DDA) for the Master Development site between the City of Tustin, Tustin Public Financing Authority, and Tustin Legacy Community Partners, LLC ("TLCP" or the "Developer") for the sale and development of certain property at Tustin legacy ("Project"). Presentation by Christine Shingleton, Assistant City Manager Parties to the Agreement · TLCP (Tustin Legacy Community Partners, LLC) . Centex Homes Tustin Public Financing Authority Meeting Minutes April 3, 2006 Page 1 of 8 . Shea Homes . Shea Properties . Tustin . City of Tustin . Tustin Public Financing Authority Negotiating Objectives . Business and Financial . Maximize Land Value . Reinvest Project Proceeds for Long Term Value Creation . Minimize the City's Risk . City Participation in Profits based on Value Added from development . Risk Management . Completion Guarantee . Completion of Public Improvements . Environmentallndemnification . Fiscal Objectives . Protection and Enhancement of the General Fund . City Cost Recovery . Property Maintenance and Security Responsibility . Judicious Use of Public Funding . Planning and Community Objectives . Establish a New Center of Activity in the City and Region . Create a "unique Sense of Place" . Establish a complimentary relationship with the surrounding community . Create livable communities . Urban Design Objectives . Sociable neighborhoods . Integration with Public Uses . Mixed Use Core . Interconnected Open Spaces . Human Scale . Sustainable Design Performance Based Transaction . Prevent "Cherry Picking" . Land takedown by Phase based on Performance in previous phase . Requirements before proceeding to next phase · Sufficient progress in the construction of Backbone Infrastructure and Local Backbone · Sufficient sales of land to Vertical Builders · Sufficient construction of vertical improvements Phases - Developable Acreage Phase 1 Residential - 111 acres 160 acres Tustin Public Financing Authority Meeting Minutes April 3, 2006 Page 2 of 8 Mixed Use - 39 acres Office - 1 0 acres Phase 2 Residential - 74 acres Retail - 26 acres Office - 84 acres Industrial - 6 acres Phase 3 Office - 35 acres Retail - 2 acres Industrial - 16 acres Phase 4 190 acres 54 acres 15 acres Closing Dates Phase 1 Phase 2 Phase 3 Phase 4 29 * All property will be conveyed to TLCP in an "as is, where is" condition Sept 15,2006 Sept 15,2009 July 1 , 2011 will be contingent upon City's ability to convey Hangar Administrative and Performance Obligations of TLCP . TLCP pays all City costs related to negotiating and documenting DDA . TLCP to fund all City costs associated with administering DDA not to exceed $4,048,270 . Performance Deposit - $500,000 to secure obligations of TLCP under DDA . Development Costs - TLCP to fund all project development costs including all direct and indirect costs associated with acquisition, construction, and normal entitlement fees. Base Purchase Price . Phase 1 : no cash payment . Phase 2: $150M (Sept 2009) . Phase 3: $86M (July 2011) . Phase 4: future appraisal . TOTAL: $236M* * does not include Phase 4 or Participation; amounts are in 2006 dollars (non- discounted) Participation . City to receive 500/0 of profit once TLCP has reached agreed upon minimum profit threshold . Minimum Threshold: the greater of 200/0 IRR or 150/0 of estimated gross revenue up to $114.5M TLCP Infrastructure Obligations . Backbone Infrastructure - $228M Tustin Public Financing Authority Meeting Minutes April 3, 2006 Page 3 of 8 · Total Backbone Infrastructure for Tustin Legacy is $348M... TLCP responsible for $228M... minus any third party construction and/or reimbursements · A portion of Backbone costs will be recaptured by TLCP through the establishment of Community Facility Districts (assessment districts) · All Backbone and Local Backbone Infrastructure is to be constructed in Phases 1 and 2 . Local Infrastructure - $204M Overview - Scope of Development . Residential Ownership and Rental . Non-Residential Office, retail, industrial, hotel, congregate care, other . Non-Saleable Uses Public and Private Parks, Open Space, Schools and Infrastructure . TOTAL: 185 ac 234 ac 403 ac 822 ac Residential Products Density Units Acres Low-Density 533 1 04 ac Medium-Density 489 48 ac Medium/High Density 1 ,083 33 ac TOTAL* 2,105 185 ac * Affordable units are included in the "Total Units" Non-Residential Uses Uses Retail Office (General & Office Park) Industrial Congregate Care Hotel ( <500 rooms) Theatre and Other Hangar 29 Parcel TOTAL Square Feet 494,604 4,724,324 627,046 158,994 380,000 55,001 299,074 6,739,042 Acres 31 ac 145 ac 32 ac 7 ac 6 ac 2 ac 15 ac 234 ac Non-Salable Uses Schools 50 acre: · High School (40 acres) · Elementary School (10 acres; can be expanded to 15 acres) Parklands 170 acre: · Public Parks (86 acres) . 10.4 acre sports field and water detention area . 46 acre Community Park including tennis and aquatic facilities . 15.7 acres in linear parks . 14.1 acres in Neighborhood Parks Tustin Public Financing Authority Meeting Minutes April 3, 2006 Page 4 of 8 · Private Parks (84 acres) Infrastructure · Backbone Infrastructure (101 acres) · Local Infrastructure (81 acres) TOT AL: 182 acre: 403 acre: Design Features . Lineal Park System · All neighborhoods and districts lead to the park · Community organizing element · Active and passive areas . Open Community Plan · No gated neighborhoods or districts . Multi-Functional Circulation System · Pedestrian environment... walkable · Drivable environment . Architectural framework · Creation of focal points · Attention will be given to appropriate massing, scale, color and quality of exteriors . Landscape network · Create continuity between properties · Attention streetscape design, pedestrian and bikeway linkages, signage, screening, and placement of view corridors Master Block/Community Core . Centerpiece of Tustin Legacy . "new urban activity zone" . Vertically and horizontally integrated uses . Grid pattern street system emphasizing walkable blocks . Mixed-Use Environment comparable in Quality and Amenities to: . Santana Row (San Jose) . Valencia Town Center (Valencia) . Pearl District (Portland, Oregon) . King Street Corridor (Mission Bay, SF) Residential Design . Consistent with Specific Plan . 150/0 of Detached product to be Single Story . High Architectural Quality & Character . Four-sided Architecture . Material, Quality and Amenities comparable to: · Tustin Field I & II · Master Planned Communities of Ladera and Talega Non-Residential Design - Comparable in Quality and Amenities to: . New Office and Industrial Tustin Public Financing Authority Meeting Minutes April 3, 2006 Page 5 of8 · Irvine Business Center · Irvine Spectrum . Neighborhood Retail Centers · Oak Creek Village Center (Irvine) · Northpark Plaza (Irvine) · Newport Center North (Newport Beach) · Bluffs (Newport Beach) TLCP's Conditions Precedent to Closing Phase 1 . Closing costs . Sector 'A' map recordation . Hydrology Study approved . Implementation Strategy for Master Block within Community Core approved . Design Guidelines approved TLCP's Conditions Precedent to Closing Phase 2 . Sector 'B' maps for Phase 1 and 2 recorded . Substantial Progress in Phase 1 toward: · Completing all Backbone Infrastructure · Completing all Local Infrastructure · At least 750/0 of non-residential and mixed-use parcels in Phase 1 sold to Vertical Builders · 1000/0 of residential parcels in Phase 1 (Neighborhood G) sold to Vertical Builders TLCP's Conditions Precedent to Closing Phase 3 . Sector 'B' maps for all TLCP Parcels recorded . Substantial Progress: · Phase 1 . 1 000/0 of non-residential and mixed-use parcels in Phase 1 sold to Vertical Builders . Substantial progress towards the Completion of Phase 1 Vertical Development · Phase 2 . 1000/0 of Backbone and Local Backbone Infrastructure in Phase 2 completed . At least 750/0 of non-residential parcels in Phase 2 sold to Vertical Builders . Substantial progress towards the Completion of Phase 2 Vertical Development . 1000/0 of residential parcels in Phase 2 (Neighborhood G) sold to Vertical Builders . Sector 'c' maps for all parcels located in Neighborhood G completed Other Provisions . Insurance . Indemnity Tustin Public Financing Authority Meeting Minutes April 3, 2006 Page 6 of 8 . Control of Transfer Issues . Reversion Councilmember Bone thanked staff and developer for job well done. Inquired on water well ownership and operation. Shingleton indicated that it would be granted by easement to IRWD. Also would like no fences around public school/park sites. Staff indicated that join use task force would address those issues. Mayor Pro Tem Hagen thanked Shingleton and staff for job well done. Asked when the final built out would be. Staff indicated that it would be approximately 2016. Councilmember Kawashima commented on aquatic park and tennis complex center. Councilmember Amante mentioned that backbone infrastructure of Phase I (Tustin Ranch Road north & south arterials) are needed for relief on Red Hill. Public Works Director Serlet indicated that timing of road improvements was priority. Mayor Davert requested periodic updates to Planning Commission and City Council. Acknowledged receipt of letter received from TUSD on school financing. Richard Douglas, Les Thomas, Jack Godard commented on the creative process thus far and looking forward to development process. Simon Whitmey, General Manager of TLCP thanked staff. City Council Action Motion: It was moved by Councilmember Bone, seconded by Councilmember Hagen, to approve the following: 18.a. Adopt Resolution No. 06-42 approving Tustin Legacy DDA 06-01 subject to any non-substantive modifications as may be determined necessary as may be approved by the City Manager, or as recommended by the City's special counselor the City Attorney and authorize the City Manager and/or Assistant City Manager to execute the document and to take all actions necessary or desirable to implement the DDA including the execution of all related documents and instruments including the Memorandum of DDA, Ground leases, Bill of Sales, Quitclaim Deeds, any necessary Subordination Agreements, any Assignment and Assumption Agreements, any Certificates of Compliance, any City Estoppels, any Special Restrictions and, upon satisfaction of all conditions and obligations of Developer thereto and pursuant to the DDA, to transfer the subject site in phases to the Developer Tustin Public Financing Authority Meeting Minutes April 3, 2006 Page 7 of 8 RESOLUTION NO. 06-42 - A resolution of the City Council of the City of Tustin, California, approving the Tustin Legacy Disposition and Development Agreement for the Master Development Site Motion carried 5-0. Tustin Public Financinq Authoritv Action Motion: It was moved by Boardmember Amante, seconded by Boardmember Bone, to approve the following: TPFA.2.a. Adopt TPFA Resolution No. 06-01 approving an Addendum to the Final EIS/EIR for the Disposal and Reuse Of MCAS Tustin (" FEIS/EIR") for DDA 06-01; and adopting a revised Mitigation Monitoring" Report. TPFA RESOLUTION NO. 06-01 - A resolution of the Tustin Public Financing Authority of the City of Tustin, California approving an Addendum to the Final Environmental Impact Statement / Environmental Impact Report for the disposal and reuse of MCAS Tustin (UFEIS/EIR") for the Tustin Legacy Disposition and Development Agreement 06-01 (Master Development Site); and adopting a Revised Mitigation, Monitoring and Reporting Program TPFA 2.b. Adopt Resolution No. 06-02 approving DDA 06-01 subject to any non-substantive modifications as may be determined necessary as may be approved by the City Manager, or as recommended by the City's special counselor the City Attorney and authorize the City Manager and/or Assistant City Manager to execute the document and to take all actions necessary or desirable to implement the DDA Including the execution of all related documents and instruments including the Memorandum of DDA, Ground Leases, Bill of Sales, Quitclaim Deeds, any necessary Subordination Agreements, any Assignment and Assumption Agreements, any Certificates of Compliance, any City Estoppels, any Special Restrictions and, upon satisfaction of all conditions and obligations of Developer thereto and pursuant to the DDA, to transfer the subject site in phases to the Developer. TPFA RESOLUTION NO. 06-02 - A resolution of the Tustin Public Financing Authority, California approving the Tustin Legacy Disposition and Development Agreement 06-01 (Master Development Site) Motion carried 5-0. ADJOURNED - 8:38 P.M. Tustin Public Financing Authority Meeting Minutes April 3, 2006 Page 8 of 8