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HomeMy WebLinkAboutCDC/1999-41 RESOLUTION NO. CDC 1999-41 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CHAIR OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO TO EXECUTE A REDEVELOPMENT PLANNING AND PARTICIPATION AGREEMENT FOR THE TIPPECANOE REDEVELOPMENT IMPLEMENTATION AREA (PEARLMAN/HOPKlNS) 3 4 5 6 7 BE IT RESOLVED BY THE COMMUNITY DEVELOPMENT COMMISSION 8 OF THE CITYOF SAN BERNARDINO AS FOLLOWS: 9 SECT! ON I. The Chair of the Community Development Commission ofthe City of San 10 Bernardino is hereby authorized and directed to execute a Redevelopment Planning and 11 Participation Agreement for the Tippecanoe Redevelopment Implementation Area with Arthur 12 Pearlman Corporation and Hopkins Real Estate Group, a copy of which is attached hereto and 13 marked as Exhibit "A" and incorporated herein by reference as fully as though set forth at length. ]4 SECTION 2. The authorization to execute the above referenced agreement is rescinded 15 if the parties to the agreement fail to execute it and return it to the Office ofthe City Clerk within 16 sixty (60) days following the effective date. 17 IIII 18 IIII 19 1/11 20 IIII 21 IIII 22 IIII 23 IIII 24 IIII 25 111/ -1- '. CDC 1999-41 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CHAIR OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO TO EXECUTE A REDEVELOPMENT PLANNING AND PARTICIPATION AGREEMENT FOR THE TIPPECANOE REDEVELOPMENT IMPLEMENTATION AREA (PEARLMAN/HOPKINS) 3 4 5 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the 7 Community Development Commission of the City of San Bernardino at a joint regular , 1999, by the following vote, to wit: Abstain Absent 18 19 The foregoing resolution is hereby approved this 20 November ,1999. 21 Ju . t alles, Chairperson 22 Co munity Development Commission Cit of San Bernardino 23 Approved as to form and Legal Content: 24 25 By: Agency Counsel -2- '. CDC 1999-41 1999 REDEVELOPMENT PLANNING AND PARTICIPATION AGREEMENT (Tippecanoe Redevelopment Implementation Area) THIS REDEVELOPMENT PLANNING AND PARTICIPATION AGREEMENT ("Agreement") is entered into as of November 1999 by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a body corporate and politic ("Agency") and Hopkins Real Estate Group, a California corporation and Arthur Pearlman Corporation, a California corporation, jointly and severally (collectively referred to herein as the "Participant"), with respect to the following facts: RECITALS -- WHEREAS, an area of the City of San Bernardino (the "City") generally situated along the west side of Tippecanoe Avenue to the north of the right-of-way of the Interstate 10 Freeway as depicted in the vicinity map attached as Exhibit "A" is included within the redevelopment project area of the Inland Valley Development Agency, a joint powers authority which was formed pursuant to Health and Safety Code Sections 33492.10 et ~., for the purpose of assisting in the conversion and civilian reuse of the former Norton Air Force Base and other lands situated in the City; and WHEREAS, the Inland Valley Development Agency, the City and the Agency have entered into an agreement entitled "1999 Redevelopment Cooperation Agreement" dated as of July 12, 1999 (the "Redevelopment Cooperation Agreement"), pursuant to which the Inland Valley Development Agency has granted the Agency the right, power and authority to act for and on behalf of the Inland Valley Development Agency for the purposes of exercising the redevelopment powers of the Inland Valley Development Agency within a portion of the redevelopment project area of the Inland Valley Development Agency designed in Exhibit "A" (the "Agency Implementation Area") ; and WHEREAS, the Agency Implementation Area contains residentially and commercially developed properties, and following the approval of the Agency Cooperation Agreement, the Agency has initiated certain studies and proposals to address a number of issues of community concern in the Agency Implementation Area relating to blight and conditions associated with obsolete commercial design, deferred maintenance, traffic circulation and SBEO/0001/OOc/3552-2 10/26/99 1120 et 1 CDe 1999-41 commercial-residential neighborhood property use conflicts and community design in an effort to prevent the spread of blight; and WHEREAS, the consideration of one or more specific proposals or plans for a coordinated and economically sustainable redevelopment project in the Agency Implementation Area will require specific study, evaluation, and planning of appropriate and feasible community redevelopment program alternatives and at this time the resources available to the community to pay for such studies, evaluations and planning is limited; and WHEREAS, the Participant has submitted a conceptual proposal to the Agency for the redevelopment of a substantial portion of the Agency Implementation Area which includes certain development assumptions and forecasts, including an assumption that the Participant shall acquire certain lands in the Agency Implementation Area which are presently owned by third parties on terms which are economically feasible for the Participant, and which are also acceptable to all interested persons. The conceptual redevelopment proposal of the Participant is attached hereto as Exhibit "B" (the "Project"); and WHEREAS, the Participant proposed to pay certain costs to the Agency to reimburse the Agency for certain costs (herein "Project Study Costs" as described in this Agreement, in connection wi th the consideration of the proj ect and other reasonable and feasible alternatives redevelopment programs for the Agency Implementation Area, subject to the terms and conditions as set forth below. NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND SUCH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED BY THE PARTIES, THE AGENCY AND THE PARTICIPANT AGREE AS FOLLOWS: Section 1: Term of Aareement. (a) The rights and duties of the parties established by this Agreement shall commence on the date of acceptance of this Agreement by the governing board of the Agency as evidenced by the signatures of its authorized officers as appear on page 13, below, and thereafter this Agreement shall terminate and be of no further force or effect on the first anniversary following such date unless prior to that time: (i) the Participant delivers notice to Agency as set forth in Section 10(a) suspending the obligation of SBEO/0001/OOc/3552-2 10/26/99 H20 et 2 " CDC 1999-41 the Participant to pay the Agency further installments of Project Study Costs and terminating this Agreement; or (ii) the Agency delivers notice to the Participant suspending the Project Study and terminating the Agreement as set forth in Section 10(b); or (iii) the parties agree to extend the term of this Agreement in the sole discretion of each of them. (b) The rights and duties of the parties established by this Agreement shall be subject to mutual release and discharge prior to the first anniversary following the date of acceptance of this Agreement by the governing board of the Agency, at such time as the parties execute a separate participation agreement (herein the "proj ect OPA/DDA") for a specific plan of reuse and redevelopment of the Project on terms, conditions and community redevelopment covenants as mutually acceptable to the Participant and the Agency in the sole and absolute discretion of each of them. Section 2: Participant to Reimburse the Aaencv for PrOlect Studv Costs. (a) Subj ect to the terms and conditions hereof, the Participant hereby agrees to reimburse the Agency an amount not to exceed One Hundred Fifty Thousand Dollars ($150,000.00) for Project Study Costs incurred by the Agency. The Participant shall reimburse the Agency for the Project Study Costs as incurred by the Agency from time-to-time within thirty (30) days of receipt of a written invoice therefor from the Agency. (b) The Project Study Costs shall be payable by the Participant to the Agency as follows: (i) for the first $150,000.00 of Project Study Costs incurred by the Agency the Participant shall pay 100% of such costs; and (ii) for all Project Study Costs incurred by the Agency in excess of the first $150,000.00, if any, the Agency shall be solely responsible for paying for such costs in excess of $150,000.00, subject to any applicable adjustment under Section 4 (c) . SBEO/0001/DOC/3552-2 10/26/99 1120 ct 3 CDC 1999-41 Section 3: Project Studv Costs. Based upon a preliminary review of the description of the Project and other relevant redevelopment planning documents previously prepared by the Inland Valley Development Agency, the Agency has concluded that the preparation and consideration of an Environmental Impact Report for the proj ect in accordance with applicable provisions of the California Environmental Quality Act of 1970 is indicated at this time. Accordingly, Project Study Costs shall include all third-party planning consultant fees, costs and expenses and postage/ expenses and public notice publication charges and expenses, civil and environmental engineering fees, costs and expenses which may be incurred or authorized by the Agency in connection with any of the following: environmental studies prepared pursuant to CEQA, in connection with the consideration of the Project and alternatives to the Project and the approval of a specific plan of redevelopment to be undertaken by the Participant (if any)pursuant to a Project OPA/DDA; consultations with interested persons, residents and owners of property within the Agency Implementation Area; preparation of a housing relocation assistance program and business relocation assistance program for the Agency Implementation Area; preparation of planning and zoning studies with respect to the redevelopment of the Project; preparation of findings, resolutions, ordinances, public notices, legal descriptions and other official action documents relating to the final certification of an Environmental Impact Report and the approval of a Project OPA/DDA; and other Project-related studies and reports as required by the Agency. Section 4: Prolect Studv. (a) Within sixty (60) days following the date of acceptance of this Agreement by the governing board of the Agency, the Agency shall initiate the preparation of a feasibility study for the redevelopment of the Project proposed by the Participant (the "Project Study") The Agency may retain the services of a SBEO/0001/DOC/3552-2 10/26/99 1120 ct 4 CDC 1999-41 firm of community redevelopment planning and environmental consultants to assist the Agency staff in the preparation of the various investigations, surveys and reports appropriate in connection with the evaluation of the Project proposed by the Participant. (b) On a best efforts basis, the Agency shall cause the initial phase of the Project Study as evidenced by the completion of an "Initial Study" for the Project as this term is defined under CEQA, to be completed within ninety (90) days following the date of acceptance of this Agreement by the governing board of the Agency, Thereafter, the Agency shall on a best efforts basis, and subject to the cooperation of the Participant, cause a draft environmental impact report for the Project to be circulated for public comment and review by May 1, 2000. Subj ect to the privilege of either party to suspend the Project Study prior to its completion as set forth in Section 10(a) and (b), as applicable, each of the parties presently believes that the Project Study can be completed, including without limitation, the conduct of a public hearing on a final environmental improvement report for the Project, within one (1) year following the date of acceptance of this Ag~eement by the governing board of the Agency. (c) proj ect at modifications The Participant may modify the any time; provided however, of the Project shall: description of the that substantial (i) be subject to the the Agency which approval withheld; acceptance and approval of shall not be unreasonably (ii) depending on the nature of such a modification, a sui table modification of the environment and other elements of the Project Study as modified, may also be indicated. In the event that such a modification of the description of the Project may cause the Project Study Costs to exceed the sum of $150,000.00, Participant shall pay, in addition to the sums payable under Section 2 (b) (i), 100% of Project Study Costs (if any) in excess of $150,000.00 which are attributable to such modifications of the description of the Project. (d) The Agency may request that the Participant consider modifications to the description of the Project from time-to-time. Each such modification shall be subject to the reasonable approval of the Participant. In the event that a modification proposed by SBEO/0001/DOC/3552-2 10/26/99 1120 ct 5 CDC 1999-41 the Agency and approved by the Participant may cause Project Study Costs to exceed the sum of $150,000.00, the Agency shall pay 100% of the Project Study Costs in excess of $150,000.00 which are attributable to such a modification of the description of the Project requested by the Agency. (e) The Agency shall on a best efforts basis during the course of the Project Study consider the specific terms and conditions of redevelopment assistance which the Participant may propose to include in the Project OPA/DDA; provided however the Agency reserves the sole and absolute discretion to accept, reject or modify any such proposed term or condition to the Project OPA/DDA in its sole discretion. (f) Notwithstanding any other provision of this Agreement to the contrary AND provided the Agency is not in default, the Agency reserves the sole and absolute discretion to suspend the Project Study and terminate this Agreement at any time, in its sole and absolute discretion subject to the terms of Section 10 (c) . (g) During the course of the Project Study, the Agency shall transmit written invoices to the Participant for the payment of Project Study Costs from time-to-time. Each such invoice shall contain a brief description of the third-party Project Study Costs incurred by the Agency. Each such invoice of Project Study Costs shall be paid by the Participant to the Agency within thirty (30) days following transmittal to the Participant. (h) All persons retained by the Agency to prepare any study or document as part of the Project Study shall be subject to the sole control and direction of the Agency. The work product of any such person shall be the product of the Agency and the Agency shall have the right to use and republish such work product for any purpose. Section 5: Obliaations of the Participant. During the Project Study, the Participant shall proceed diligently and in good faith to: (1) prepare a specific plan of development in sufficient detail to be satisfactory for the purposes of considering the terms of a proposed Project OPA/DDA for a well-planned and high quality commercial/retail reuse and redevelopment improvement of the Agency Implementation Area which is also acceptable to the Agency. SBEO/0001/DOC/3552-2 10/26/99 1120 ct 6 CDC 1999-41 (2) prepare and complete reuse and redevelopment marketing plans and feasibility studies as may be appropriate for the types of commercial/retail users/tenants and improvements proposed to be included within the scope of the Project OPA/DDA. (3) obtain one or more commercial/retail tenants Implementation Area as part commitment letters from qualified for the reuse of the Agency of this Project. (4) cooperate with the Agency to the extent reasonably feasible and without economic subsidy by the Participant to accommodate the redevelopment interests, if any, of the owners and commercial tenants of lands in the Agency Implementation Area as part of the Project. (5) keep the Agency advised as to the progress of the matters noted above on a regular basis, and submit to the Agency within a reasonable time after the acceptance of the Agreement a preliminary development proforma, together with other pertinent information with respect to the. redevelopment of the Project. Section 6: Aaencv to Limit Offers of Redevelopment Assistance to Others. The Agency acknowledges that it deems the reuse and redevelopment of the Agency Implementation Area to be necessary as part of a sustainable plan for the prevention and elimination of blight in the Agency Implementation Area and/or nearby lands, and that the Participant appears to be well qualified to undertake the task of further refining and finalizing a specific and feasible plan for the redevelopment of the Project in a manner which is compatible with the community redevelopment needs objectives within the Agency Implementation Area. During the time that this Agreement is in effect, the Agency shall not offer or negotiate with any third party for the purpose of considering the provision of redevelopment assistance in connection with the acquisition or reuse and redevelopment of property wi thin the Agency Implementation Area. Further, the Agency shall not offer or provide redevelopment financial assistance or provide financing to third persons for the installation of public improvements or otherwise exercise redevelopment powers to assist with the assembly of lands or the relocation of persons, households, or businesses within the Agency Implementation Area except as may be set forth in the proj ect OPA/DDA and on terms mutually acceptable to the Participant and the Agency in the sole and absolute discretion of each of them. SBEO/0001/DOC/3552-2 10/26/99 1120 ct 7 CDC 1999-41 During the time that this Agreement is in effect, the Agency shall not be precluded, however, from acquiring lands in the Agency Implementation Area from third parties on such terms as the Agency and such third parties may agree, although the Agency shall have no duty to acquire any such lands, nor shall the Agency be deemed to be precluded from furnishing to other persons or entities unrelated to the Participant information in the possession of the Agency relating to the Agency Implementation Area, and the Project Study. The designation of community redevelopment activities and projects which may be undertaken using Agency assistance in the Agency Implementation Area, shall remain wi thin the sole and exclusi ve purview of the Agency to administer and approve. The Agency may also provide any other information in its possession which would customarily be furnished to persons requesting information from the Agency concerning its activities, goals, and matters of a similar nature. Section 7: Agencv Cooperation. During the term of this Agreement the Agency shall use its best efforts to: (1) Assemble and evaluate information in cooperation with the Participant and to assist in the preparation of one or more conceptual development plans for the Project of sufficient detail to provide a basis for estimating the cost of certain components of the reuse and redevelopment of the Agency Implementation Area, including but not limited to vacation, realignment or abandonment of public streets, alleys and rights-of-way, and the installation and improvement of public improvements within or of benefit to the Agency Implementation Area and the completion of all required environmental evaluation of the Project. (2) Select and retain the services of such consultants as necessary or convenient to assist the Agency to prepare the Project Study. (3) Pursue public financing alternatives for the reuse and redevelopment of the Agency Implementation Area and the Project as may be necessary or appropriate. (4) Consult, as appropriate, with third party owners of lands concerning the coordination of the acquisition, reuse or redevelopment of their property within the Project. (5) Consult with the Inland Valley Development Agency as necessary or appropriate in connection with the conduct of the SBEO/0001/DOC/3552-2 10/26/99 1120 ct 8 CDC 1999-41 Project Study and the refinement of the specific terms of the Project OPA/DDA. (6) The Agency shall, on a regular basis keep the Participant advised as to the progress of the matters noted above. Section 8: Neaotiation of a Project OPA/DDA. During the course of the Project Study, the Agency and the Participant shall exercise best efforts to negotiate the terms and conditions of a Project OPA/DDA which includes provisions and covenants mutually acceptable to the parties in the sole and absolute discretion of each of them for the reuse and redevelopment of the Agency Implementation Area. Section 9: [RESERVED -- NO TEXT] Section 10: Optional Termination By Participant or Bv Aaencv. (a) Provided the Participant is not in default, the Participant may in its sole and absolute discretion exercise an election to suspend the Project Study, and this Agreement shall terminate and the parties shall be mutually released from any further obligations hereunder; provided that the Participant gives thirty (30) days written notice to the Agency and has paid all costs under Section 2 (b) (1) and Section 4 (c) . (b) Provided the Agency is not in default, the Agency may in its sole and absolute discretion exercise an election to suspend the Project Study, and this Agreement shall terminate and the parties shall be mutually released from any further obligation hereunder thirty (30) days following written notice to the Participant. (c) In the event that this Agreement may be terminated by the Agency as set forth in Section 1 (a) (ii), the Agency shall pay the Participant a sum of money equal to one-half (~) of the Project Study Costs as previously invoiced and paid to the Agency by the Participant as of the date of such notice up to a maximum amount of Fifty Thousand Dollars ($50,000.00). The Agency shall pay such sum to the Participant within ninety (90) days following the date of the notice of the Agency terminating this Agreement. Section 11: Participant acknowledges financial disclosures to Participant that it may the Agency, Financial Disclosures. The be requested to make certain its staff or legal counsel. SBEO/0001/DOC/3552-2 10/26/99 1120 ct 9 CDC 1999-41 The Participant further acknowledges that it may be requested to disclose to the Agency the relevant terms of its proposed methods of financing to be used by the Participant for the reuse and redevelopment of the Site. The Agency agrees that it shall maintain all such information and records as a confidential business matter of the Agency to the extent permitted by law. Section 12: Property from the Agencv Relocation Assistance. Participant ACQuires No Interest in and the Agency Assumes No Liability for (a) The Participant hereby acknowledges that it has not acquired pursuant to this Agreement, any legal or equitable interest in real property in the Agency Implementation Area from the Agency. (b) No tenant or other person in possession of any interest in lands or improvements located in the Agency Implementation Area is required or compelled to relocate as part of this Agreement. The Agency shall not be responsible for the payment of any claim for relocation assistance,. as generally described in Government Code Section 7260, et ~., to any such person or business as of the date of the Agreement except as may hereafter be specifically set forth in the Project OPA/DDA. Section 13: Nondiscrimination. The Participant shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enj oyment of the Project nor shall the Participant establish or permit any such practice of discrimination or segregation with selection, location, number, use, or occupancy of tenants, lessees, subleases, subtenants, or vendees of the land. Section 14: Defaults and Breach - General. Failure or delay by either party to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided however, that if the party who is otherwise claimed to be in default by the other party commences to cure, correct or remedy the alleged default within thirty (30) calendar days after receipt of written notice specifying such default and shall diligently complete such cure, correction or remedy, such party shall not be deemed to be in default hereunder. The party which may claim that a default has occurred shall give written notice of default to the party in default, SBEO/0001/DOC/3552-2 10/26/99 1120 ct 10 CDC 1999-41 specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured party shall have no right to exercise any remedy for a default as set forth herein without delivering the written default notice as specified herein. Any failure to delay by a 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 rights or remedies associated with such a default. In the event that a default of either party may remain uncured for more than thirty (30) calendar days following written notice, as provided above, a "breach" shall be deemed to have occurred. Except for the exercise of a remedy for which the sole remedy set forth herein is termination of this Agreement, in the event of a breach, the party who is not in default shall be entitled to seek any other appropriate remedy by initiating legal proceedings. Section 15: Termina tion of Agreement. In the event that a breach has occurred under Section 14, the party who is not then in default may terminate this Agreement by serving the other party with a written notice of termination, and thereafter the Agreement shall terminate thirty (30) days following the date of service of the notice of termination on the other party. Section 16: No Assianment of AQreement. This Agreement shall not be assigned by the Participant (except to a new or successor entity in which the principals of the Participant shall have both an ownership interest and management control) without prior written approval of the Agency, which the Agency may grant or refuse at its sole discretion. Section 17: Press Releases. The Participant agrees to discuss any press releases it may propose relating to the Project with a designated Agency representative prior to publication in order to assure accuracy and consistency of the information. Section 18: Notice. All notices required hereunder shall be presented in person or by FAX, and confirmed by First Class United States mail with return receipt requested. Notice shall be deemed confirmed by United States mail effective the second business day after deposit with the United States postal service. Notice by personal service shall be deemed effective upon receipt. Either party may change their address for receipt of notice by notifying the other party. SBEO/0001/DOC/3552-2 10/26/99 1120 ct 11 TO PARTICIPANT: TO AGENCY: CDC 1999-41 Hopkins Real Estate Group 13 Corporation Plaza, Suite 200 Newport Beach, CA 92660 Attn: Frederick Stemmler Phone: (949) 640-1770 Fax: (949) 644-8631 Redevelopment Agency of the City of San Bernardino 201 North "E" Street, Suite 301 San Bernardino, CA 92401 Attn: Ronald Winkler Phone: (909) 384-5081 Fax: (909) 888-9413 Section 19: Authoritv. This Agreement may be executed in counterparts and when fully executed by the parties each such counterpart shall be deemed to be one original document. Each signatory to this Agreement represents and warrants that he or she has the authority to execute this Agreement on behalf of the party which he or she represents. SBEO/0001/DOC/3552-2 10/26/99 1120 ct 12 '. CDC 1999-41 Agreement as appear IN WITNESS WHEREOF, the undersigned have executed this on the dates indicated next to each of their signatures below. Date: 1/ I )/99 Date: II/; 7/1~ By: APPROVED AS TO FORM: By: ~. h.!-l AgenCy\counsel ~ SBEO/0001/DOC/3552-2 10/26/99 1120 ct PARTICIPANT Hopkins Real Estate Group, a California corporation and Arthur Pearlman Corporation, a California corporation, jOintll and severally By: _/L---- fO(i HOpki~e!l Estate Group By: IJA~ ~ , for Arthur Pearlman Corporatlon AGENCY Redevelopment Agency of the City of San Bernar '/no By: /UJ of the Community el pment Commission of e C'ty of San Bernardino 13