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HomeMy WebLinkAboutR30-Economic Development Agency ~ ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ORIGINAL FROM: Maggie Pacheco Interim Executive Director SUBJECT: Redevelopment Project Stndy and Redevelopment Assistance Agreement with DuBois Insurance Agency (Central City North Redevelopment Project Area) DATE: January 9, 2006 .n~_____________________________________________d__________________________________________d____________________________________________________d______________________------------------- Svnonsis of Previous Commission/Council/Committee Action(s): On December 20, 2005, Redevelopment Committee Members Estrada and McGinnis unanimously voted to recommend that the Community Development Commission consider this action for approval. ____________________________..._______________________d__________b________________*______________________________d____________________________________________________------------------------ Recommended Motion(s): (Communitv Develonment Commission) Resolution of the Community Development Commission of the City of San Bernardino approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute the Redevelopment Project Study and Redevelopment Assistance Agreement with DuBois Insurance Agency ("Developer") - Central City North Redevelopment Project Area _____________________________________________________________________________________________________________________________________h___________________________________________________ Project Area(s): Maggie Pacheco Central City North Redevelopment Project Area Phone: (909) 663-1044 Contact Person(s): Ward(s): I" Supporting Data Attached: 0 Staff Report 0 Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) 0 Letters SIGNATURE: Budget Authority: N/A N/A FUNDING REQUIREMENTS: Amount: $ N/A Source: _ Ii 0CUQ -JI ~ ;(~ -Barbara Lindseth, Admin. Services Director _______n_n______________________________________.___________._____________________________d__________ Commission/Council Notes: ~ j -- ..\\" (IDC'{d(}Ob.-5 ---------.-----------------------------------------------------------------------------------------+---------------.-------------------------------------------------------------- PlAgendas\Comm Dev Commission\CDC 2006\01-23-06 Dubois Insurance Agency SR,doc COMMISSION MEETING AGENDA Meeting Date: 01/23/2006 tj() Agenda Item Number: ""\" ' ,,'- '''', T' ~"_ "'o"'",,,.Wj""- .,-- .' , .- ECONOMIC DEVELOPMENT AGENCY STAFF REPORT --------------------.-----------------------------------------------------------------------------------------------------------------------\ REDEVELOPMENT PROJECT STUDY AND REDEVELOPMENT ASSISTANCE AGREEMENT WITH DUBOIS INSURANCE AGENCY (CENTRAL CITY NORTH REDEVELOPMENT PROJECT AREA) BACKGROUND/CURRENT ISSUE: On June 9, 2005, the Redevelopment Agency of the City of San Bernardino ("Agency") received a proposal from Mr. Doug DuBois acting on behalf of the DuBois Insurance Agency ("Developer") relative to the acquisition and development of four (4) Agency owned parcels (APN: 0134-071-19,24, 26 and 58 - See attached Exhibit "A") located at the northwest corner of "D" and Church Streets ("Property") in the Central City North Redevelopment Project Area. DuBois Insurance Agency has been in business in San Bernardino for the past eleven (II) years and moved to the current location at 560 North "D" Street one (1) year ago. The Developer subsequently purchased this building in October of 2005 ("Developer Property"). According to the proposal, the Developer intends to form a single asset company that will acquire and assemble the Property together with the Developer Property to construct a two-story retail/office development with retail and restaurants on the lower level and professional offices above, together with on-site landscaping and parking to the rear of the building (the "Project"). The Developer has asked that the relationship with the Agency be memorialized in an agreement in order for them to properly prepare their design work, pro-forma project costs, and projected time frame for securing development entitlements. Thus, it is proposed that a Redevelopment Project Study and Redevelopment Assistance Agreement by and between the Agency and the Developer ("Agreement") be prepared to facilitate the following: . Agency will consider the sale of the Property to the Developer upon completion of the appropriate studies and agrees not to undertake negotiations with other parties regarding the disposition of the Property during the one (I) year term of the Agreement. The sales price of the Property would be at market value based upon an appraisal, which would be undertaken at the time that the parties are desirous of proceeding with a Disposition and Development Agreement subject to approval by the Community Development Commission. . Agency and Developer will study the feasibility of assembling the Property in order for the Developer to construct the Project. ENVIRONMENTAL IMPACT: A project study agreement is exempt from the California Environmental Quality Act (CEQA). FISCAL IMPACT: There are no Agency direct costs associated with the Agreement other than administrative personnel costs. P:\Agendas\Comm Dev Commission\CDC 2006\01-2J.06 Dubois Insurance Asency SR.doc COMMISSION MEETING AGENDA Meeting Date: 01/2312006 Agenda Item Number: -""-,,~-~,,.._,. .C", 'M '-----r' -.-.~," ,,,-,,,,,,,,--..,, - . .,..,~' - -. - .~~ Economic Development Agency Staff Report DuBois Insurance Agency ERN Page 2 RECOMMENDATION: That the Community Development Commission adopt the attached Resolution. P:\Agendas\Comm Dev Commission\CDC 2006\01-23-06 Dubois Insurance Agency SR.doc - ------ COMMISSION MEETING AGENDA Meeting Date: 0112312006 Agenda Item Number: __,_ '," ____u n'__~_'9"'__ 'n~-__ _'_'r__"'_' - - --_"'C,' ,~,"_ p' RESOLUTION NO. 2 7 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF mE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE THE REDEVELOPMENT PROJECT STUDY AND REDEVELOPMENT ASSISTANCE AGREEMENT WITH DUBOIS INSURANCE AGENCY ("DEVELOPER") - CENTRAL CITY NORm REDEVELOPMENT PROJECT AREA 3 4 5 6 8 WHEREAS, the Agency owns certain property within the Central City North 9 Redevelopment Project Area ("Project Area") as generally depicted in Exhibit "A" (the 10 "Agency Property"); and 11 WHEREAS, the Developer owns certain property ("Developer Property") as generally 12 depicted in Exhibit "A"; and 13 WHEREAS, the Agency is prepared to consider and study the provision of certain 14 redevelopment assistance to the Developer to facilitate the assembly of the Agency Property 15 and Developer Property into developable parcels of land so as to foster the community 16 economic development goals and objectives of the City of San Bernardino (the "City") as it 17 relates to the redevelopment plan for the Project Area and the Agency has designated for such study purposes, the land included within the perimeters of the tract marked by the boundary 18 lines depicted in Exhibit "A" (the "Study Area") for such study; and 19 WHEREAS, the Study Area includes both the Agency Property and Developer Property; 20 and 21 WHEREAS, the Developer is qualified to assist the Agency to undertake the study of 22 specific proposals and plans for a coordinated and economically sustainable redevelopment 23 project in the Study Area, which will require specific study, evaluation, and planning by the 24 City and Agency, as applicable, of appropriate and feasible community redevelopment program 25 alternatives; and -1- r:~...-z_J.U."_CDC-".. -::: :'I1i(' '" , - ,-,- -, -~~-"-,"-" "" "' C",',",',,_-' -~------ 2 3 4 5 6 7 8 9 10 11 12 13 14 WHEREAS, in accordance with the provisions of the California Environmental Quality Act (CEQA), a Redevelopment Project Study and Redevelopment Assistance Agreement ("Agreement") is exempt from the provisions of CEQA. NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS FOLLOWS: Section 1. The Community Development Commission hereby authorizes and approves the Agreement by and between the Agency and Developer in the form as presented at the meeting of the Commission at which this Resolution is adopted and hereby authorizes the Interim Executive Director to execute the Agreement on behalf of the Agency together with such technical and conforming changes as recommended by the Interim Executive Director and approved by the Agency Counsel. Section 2. The Community Development Commission hereby finds that the Agreement is exempt from the California Environmental Quality Act (CEQA). The Resolution shall become effective immediately upon its adoption. Section 3. 15 11/ 16 11/ 17 11/ 18 11/ 19 11/ 20 21 11/ 22 11/ 23 11/ 24 11/ 25 11/ -2- P:IA&_..-_l-ZJ.MIldolI2CllC ........ -',".,-~..,._. .IT """"'~~"."..n"-'f~=(.-". .., .'. - .... ...-.....M~....u "" . .... .,- .," n. .. .. .. ..-.~ 5 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE THE REDEVELOPMENT PROJECT STUDY AND REDEVELOPMENT ASSISTANCE AGREEMENT WITH DUBOIS INSURANCE AGENCY ("DEVELOPER") - CENTRAL CITY NORTH REDEVELOPMENT PROJECT AREA 2 3 4 6 7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the 8 Community Development Commission of the City of San Bernardino at a , 2006, by the following vote to wit: 9 meeting thereof, held on the _day of 10 Commission Members: Aves Navs 11 ESTRADA LONGVILLE 12 MCGINNIS 13 DERRY 14 KELLEY 15 JOHNSON 16 MC CAMMACK 17 Abstain Absent Secretary 18 The foregoing resolution is hereby approved this 19 day of ,2006. 20 Judith Valles, Chairperson Community Development Commission of the City of San Bernardino 21 22 Approved as to form and Legal Content: 23 24 By: g~lI~ 25 -3- ':~__I-Z_D_COC""doc ~CTr"".r -c cl~-r c- ,n , c r __u__ -.." - -, - THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO REDEVELOPMENT PROJECT STUDY AND REDEVELOPMENT ASSISTANCE AGREEMENT DUBOIS INSURANCE AGENCY (CENTRAL CITY NORTH REDEVELOPMENT PROJECT) THIS REDEVELOPMENT PROJECT STUDY AND REDEVELOPMENT ASSISTANCE AGREEMENT is dated as of January 23, 2006, (this "Agreement"), and is entered into by and between DUBOIS INSURANCE AGENCY, (the "Developer") and the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a body corporate and politic (the "Agency"), in light of the facts set forth in the following recital paragraphs: RECITALS As of the "Effective Date", as this term is defined in Section 3.a. and provided that this Agreement is executed in the manner and within the time limit as set forth in Section 17, the Agency has acquired and owns certain lands as generally depicted in Exhibit "A" (the "Agency Property" as noted thereon); and The Agency Property is situated in an area which is referred to as the "Central City North Redevelopment Project Area" and as of the Effective Date, the Developer owns certain lands which are adjacent to or in proximity to the Agency Property as generally depicted in Exhibit "A" (the "Developer Property") as noted thereon as owned by the Developer; and The Agency is prepared to consider and study the provision of certain redevelopment assistance to the Developer to facilitate the assembly of the Developer Property with the Agency Property into developable parcels of land so as to foster the community economic development goals and objectives of the City of San Bernardino (the "City") as related to the Central City North Redevelopment Project and the Agency has designated for such study purposes, the land included within the perimeters of the tract marked by the boundary lines depicted in EXhibit "A" (the "Study Area" as noted thereon) for such study; and The Study Area includes both the Agency Property and the Developer Property as illustrated on Exhibit "A"; and The Developer is qualified to assist the Agency to undertake the study of specific proposals and plans for a coordinated and economically sustainable redevelopment project on the Agency Property and the Developer Property which will require specific study, evaluation and planning by the City and Agency, as applicable, of appropriate and feasible community redevelopment program alternatives; and The Developer and the Agency believe it is appropriate for the Developer, in consultation with the Agency, to undertake certain redevelopment studies and to incur certain costs, in consultation with the Agency, as part of a program for the study of feasible redevelopment programs for the Agency Property and Developer Property, subject to the terms and conditions as set forth below. 1 P,\Apadu1Apoda ~.\ApnU-Amond 2006\01-23-06 DuIIoilI"',,-, Aa-y BRN2.doc; ,~ ">> - NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES SET FORTH HEREIN, THE DEVELOPER AND THE AGENCY HEREBY AGREE,' AS FOLLOWS: 1. Develooer Acknowled2ments and Term of Aueement. a. The Developer hereby acknowledges and agrees that no provision of this Agreement shall be deemed to be an offer by the Agency or an acceptance by the Agency of any offer or proposal from the Developer to convey any interest in the Agency Property to the Developer. Any studies relating to the Study Area, the Agency Property or the Developer Property, and the Project (as defined below) that may hereafter be undertaken by the Developer, in its sole discretion shall be the sole responsibility of the Developer and shall not be deemed to be undertaken for the benefit of the Agency and the City. b. The qualifications and identity of the Developer and its principals are of particular concern to the Agency. The Agency relied on these qualifications and identity in entering into this Agreement with the Developer. During the term of this Agreement, no voluntary or involuntary successor-in-interest of the Developer shall acquire any right or power under this Agreement except pursuant to an assignment approved by the Agency Interim Executive Director as provided below. The Developer shall not assign all or any part of this Agreement, or any rights hereunder, without the prior written approval of the Agency Interim Executive Director, which the Agency Interim Executive Director may grant or refuse in his or her sole and absolute discretion. c. The Developer shall promptly notify the Agency in writing of any and all changes whatsoever in the identity of the business entities and individuals either comprising or in control of the Developer, as well as any and all changes in the interest or the degree of control of the Developer by any such party, of which information the Developer or any of its partners or officers have been notified or may otherwise have knowledge or information. Upon the occurrence of any significant or material change, whether voluntary or involuntary, in membership, ownership, management or control of the Developer (other than such changes occasioned by the death or incapacity of any individual) that has not been approved in writing by the Agency Interim Executive Director, prior to the time of such change, the Agency may terminate this Agreement by serving written notice of such termination, referencing this Section, on the Developer. d. This Agreement shall automatically terminate, without further notice or action, and be of no further force or effect three hundred sixty five (365) days following the Effective Date, unless prior to that time: (1) the parties execute the Project DDA, as described below, which will include, without limitation, other relevant community redevelopment covenants acceptable to the Agency and such other terms and conditions mutually acceptable to the parties, in which case this Agreement shall terminate on the effective date of the Project DDA; or (2) the parties each agree to extend the term of this Agreement in writing to a specific date, subject to the Agency first making a finding based upon written documentation and other facts presented to verify that satisfactory progress is being made to complete the activities to be performed by the Developer set f~rth in Section 3; or 2 p,1ApaduIAacndo Anocllmeal.\Apms-Amoad 2006\01-23-06 DuBois IDI_ Apocy ERN2,doc ~~'~~Trc' '" = ...~. ""~."'.r,',,,,, .... , ,~....~." r'" "'"''''''''v''''''''''''~''''' -",.'''.~'.- ',"" , .,,".- (3) a party terminates this Agreement as provided under Section 19 or Section 20, as applicable. 2. The Proiect. Subject to the terms and conditions of this Agreement, the Developer shall take all reasonable actions required or necessary for determining the feasibility of the acquisition and redevelopment of the lands included in the Study Area, either in whole or in part, and for undertaking the commercial development project as generally described as a two story retail/office development with retail and restaurants to lower level and professional offices above together with on-site landscaping and parking to the rear of the building (the "Project"). 3. Ne2otiation PeriQ~ Proiect Study and Proiect Study Costs. a. The rights and duties of the parties established by this Agreement shall commence following its approval by the governing body of the Agency when it has been fully executed by the parties within the period of time authorized in Section 17 (such date being the "Effective Date") and continue for three hundred sixty five (365) days from the Effective Date unless such date shall have been first extended as authorized under Section l.d.(2) . Such time period during which this Agreement shall be in effect (including any extensions of time approved by the Agency) is referred to as the "Negotiation Period". b. Within ninety (90) days following the Effective Date, the Developer shall submit a site plan for the Agency Property and the Developer Property to the Agency and the Agency and the Developer shall initiate the preparation of a feasibility study for the redevelopment project proposed by the Developer (the "Project Study"). The Agency may retain the services, but is under no obligation to do so, of a firm of community redevelopment and planning and environmental consultants to assist in the preparation of the various investigations, surveys and reports appropriate in connection with the Project Study and the Project proposed by the Developer. On a best effort basis, the Agency and Developer shall cause the initial phase of the Project Study as evidenced by the completion on an "Initial Study" as this term is defined under the California Environmental Quality Act ("CEQA") to be completed for the Project within ninety (90) days following the Effective Date at the sole cost of the Developer. The Initial Study may be prepared either by the Agency or the City as the "Lead Agency" as defined in CEQA. Thereafter, provided the Developer has completed the studies described in Section 3.h.(I) and (2) in sufficient detail to be mutually acceptable to the Developer and Agency and in the event that the Initial Study discloses that the Project will have significant effect on the environment that cannot be mitigated to a status that is less than significant, the Agency and Developer shall on a best effort basis cause a draft environmental impact document for the Project to be circulated for public comment and review within sixty (60) days thereafter. Subject to the privilege of either party to suspend the Project Study prior to its completion as set forth in Section 19 each of the parties presently believes that the Project Study can be completed within one hundred twenty (120) days following the Effective Date. c. The Developer may modify the description of the Project at any time; provided, however, that substantial modifications of the Project shall: (1) be subject to the acceptance and approval of the Agency; 3 P,\ApDdII\Apada_IAamU-Amood 1006\01.23.06 DuIIoio _.... ,,-y EKN1,doc ~X!""P~C"'-'" -"---"-~"~--]Tr-" c;==-'<>>> L . 'In _~__~C____ '.- <>,- ---,,~-~,,- ~- (2) depending on the nature of such a modification, a suitable modification of the environmental and other elements of the Project Study as modified, may also be indicated. The Agency may request that the Developer consider modifications to the description of the Project from time-to-time. Each such modification shall be subject to the reasonable approval of the Developer. d. 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 Developer may propose to include in the Project 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 DDA in its sole discretion. e. During the course of the Project Study, the Developer shall pay for any "Project Study Costs" and expenses of third party consultants who are engaged by the Developer under written contract to undertake one or more elements of the Project Study. Each party shall bear its own legal fees and costs in connection with the Project Study. f. All third-party consultants 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 property of the Agency and the Agency shall have the right to use and republish such work product for any purpose. g. Subject to the terms and conditions of this Agreement, the Developer and the Agency shall undertake an economic feasibility study of the Project as part of the Project Study consisting of the elements as set forth below: h. Preparation by the Developer in consultation with the Agency of a preliminary financial feasibility study/analysis for the development of the Project on the Study Area setting forth the plan for acquisition of the Developer Property and the phasing of Project development, if any, and an estimate of development costs, including, without limitation, the following: (i) projections of debt and equity that can be drawn from the Project; and (ii) projections of public (City, State, and federal) financial assistance anticipated for the Project; and (iii) projections of overall Project value and property taxes; and (iv) projections of the costs and benefits to the City and the Agency for all construction, maintenance and operations of all proposed public improvements; and (v) projections of the costs of additional or increased levels of public services; and (vi) projections of any new public revenues anticipated to be generated by the project, by phase, if applicable, and upon completion of the Project. 4 p,1Apodu1Apoda _IApuU-AmelId 2006\01-23-46 DuIIoio 100........ Ap>oy ERN2_doc c c,Cc,,,,c cc~~,cc 'cc'~r" c ,cc ,~",' ~ c C c_c'~',"" " " ""'''W,c ."c,., '.~,c,...'.,~,,~ (1) An initial draft of a document including the study elements identified in subparagraph (i) through (vi) above shall be completed by the Developer and submitted to the Agency within one' hundred eighty (180) days following the Effective Date. Thereafter, the parties shall refine the draft document as submitted by the Developer in accordance with a schedule of refinement work for such studies to be mutually approved by the parties. (2) Prior to the time when the Initial Study is completed by the lead agency, the Developer in consultation with the Agency, shall have prepared a proposed conceptual development plan for the Project, to include, without limiting: (i) proposed zoning and General Plan changes, if any, necessary to accommodate the Project; and (ii) proposed time schedule and cost estimates for the development of proposed public and private infrastructure upgrades, proposed publicly owned facilities, public improvements, public infrastructure and private development; and (iii) proposed financing plan identifying the timing of receipt by the Developer and the Agency, as applicable, of the financing sources for all private and public improvements proposed in the Project, by phase, if applicable. The conceptual development plan for the Project as described above may be revised from time-to-time in accordance with a schedule of preparation and revisions as may be mutually approved by the parties. i. The Developer shall inform the Agency in writing whether based on the information set forth in Section 3h, the Developer believes that the Project is feasible prior to the time the Agency shall cause a "Notice of Preparation" or a "Notice of Intention to Adopt a Negative Declaration" as these terms are defined in CEQA, as applicable to be circulated to all interested persons or responsible agencies for the Project. Thereafter, the Developer and the Agency may proceed to negotiate the final form of an agreement in which the specific terms for the redevelopment of the Agency and Developer Property may be set forth on terms mutually acceptable to the parties (the "Project DDA"). j. The Developer shall submit each of the items of information described in this section to the Agency Interim Executive Director, within the time periods set forth above. Within twenty (20) calendar days of receipt of any such information, the Agency Interim Executive Director shall determine whether such information is satisfactory. If the specific item of information is unsatisfactory to the Agency Interim Executive Director, he or she shall notifY the Developer in writing of the reason(s) that the information is unsatisfactory. If the Agency Interim Executive Director does not make a determination regarding any item of information submitted by the Developer under this Section 3, within twenty (20) calendar days of receipt of such information, the information shall be deemed submitted in acceptable form by the Agency. The determinations to be made by the Agency Interim Executive Director under this subsection in no way bind or constitute the approval of the Agency regarding, without limitation, plans, specifications, engineering, architecture, uses, tenants, sale prices, rental rates, the Project or the Project DDA. 5 P,\Apodu\Apndl An_IApna-AmeDd 2006\01-23-06 DuBois......... Apocy EIlN2,doc: 4. Obli2ations of the Develooer. During the Negotiation Period, the Developer shall proceed diligently and in good faith to perform the following: a. Consider the redevelopment of the Project, including without limitation the selection of tenants and the design of improvement elements as appropriate for the Project; and b. Review and provide the Project Study information described in Section 3 and provide comments on draft versions of any CEQA document prepared as part of the Project Study and the Project DDA and, if acceptable to the Developer, submit an executed copy of the final form of the Project DDA to the Agency Interim Executive Director on or before the end of the Negotiation Period (or such later date corresponding to an authorized extension of the Negotiation Period); and c. Consult with the Agency on a regular basis and keep the Agency advised on the progress of the Developer in completing its obligations under this Agreement. 5. A2encv Not to Ne20tiate with Others. a. The Agency currently deems the disposition and the redevelopment of the Agency Property for a feasible Project to be appropriate and the Developer appears to be well qualified to undertake the task of planning the details for the acquisition and development of the Agency Property. b. During the Negotiation Period, the Agency shall not negotiate with any other person or entity regarding either the disposition of any of the Agency Property or the redevelopment of the Project. The term "negotiate", as used herein, shall be deemed to preclude the Agency from accepting any other offer or proposal from a third party to either acquire from the Agency any interest in the Agency Property (in whole or in part) or development of the Project in the Study Area, and from discussing other redevelopment proposals for the Study Area with third persons or entities; provided, however, any person may (i) submit and the Agency may consider any proposal for the disposition and/or redevelopment of lands adjacent to the Study Area and (ii) submit proposals to the Agency as a public agency with respect to the Agency Property-provided that the Agency does not officially accept such proposal by the official action of the Agency governing board. c. Notwithstanding any other provision of this Agreement, during the Negotiation Period, the Agency shall not be precluded from furnishing, to persons or entities unrelated to the Developer, information in the possession of the Agency relating to the redevelopment of any other land owned or controlled by the Agency in close proximity to the Agency Property. The Agency may also provide any other information in its possession that would customarily be furnished to persons requesting information from the Agency regarding the Agency Property and other Agency public information concerning its activities, goals and matters of a similar nature, or as required by law to be disclosed upon request. 6. A2encv Coooeration. During the Negotiation Period, the Agency shall: 6 p,~ Att_\Aamfo-Amond 2006\01-23-06 DuIIoiIIDouruIce Apw:y llIlN2.doc _"C"...... T"'" 'T"cr"~c,,,," n 1 -.-'" ,,,.. ".~,,- -~ a. At the request of Developer, use its best efforts to assemble written materials and documents relating to the Agency Property and the Study Area that are in the possession of the' Agency. b. Use its best efforts to provide appropriate comments to the Developer with respect to one or more conceptual development plans, as may be proposed by the Developer for the Project, and the redevelopment of the Study Area, including, but not limited to, conceptual plans or studies of vacation, realignment or abandonment of public property and facilities, the installation and improvement of public improvements and environmental evaluation of the Project. c. Use its best efforts to provide the Developer with limited access to the Agency Property, and or Study Area during the Negotiation Period, for the purpose of conducting customary due diligence investigations thereon, including environmental investigations of the subsurface or any structure thereon, subject to the terms and conditions of a separate environmental investigation and inspection license agreement to be agreed upon by the Agency and the Developer, at some later date, if applicable. d. Use its best efforts to provide Developer with information or copies of studies performed relative to the Study Area. 7. Ne2otiation of Pro.eet DDA. It is the intent of the parties that the Developer and the Agency will negotiate the final terms and conditions of a proposed Project DDA prior to the time that the studies and plans described above are being prepared and completed by the Developer provided that neither party has terminated this Agreement or the subsequent Project DDA. Such negotiations and drafting of the final Project DDA shall commence as soon as practicable after the date that this Agreement has been approved and accepted by the Commission. Notwithstanding such commitment of the Agency to negotiate the terms and conditions of the final Project DDA, nothing contained herein commits the Agency Staff to recommend approval of any final form of a Project DDA presented for consideration by the Commission nor shall the Commission be committed to approve any final form of a Project DDA by reason of the execution of this Agreement or by reason of any other actions of the Agency, the Agency Staff or the Commission prior to the conducting of a noticed public hearing on the consideration of the Project DDA in the manner as required by law. 8. Consideration for this Al!reement and Reservation of Ril!hts. In consideration for the Agency entering into this Agreement, the Developer will undertake its obligations under this Agreement and provide the Agency with copies of all studies and reports and other information generated by the Developer or its consultants regarding the Project. The parties agree that, if this Agreement terminates for any reason, the Agency fails to extend the Negotiation Period, or the Project DDA is not finally approved by the Agency, for any reason, neither party shall be under any further obligation to the other regarding the disposition, acquisition, reuse, redevelopment or development of the Agency Property. 7 p,\AaetldU\AacndaAn_\Aindo-Ameod 2006101-23-06 DuIIoiII......... Apaey ERN2.doc ~"'~-"" l' 'F.'" " " <" '''''~,~'' ""," '- 9. Plannine and Desien: Related Acknowledements ofthe Parties. Certain development standards and design controls for the Project may be established between the Developer and the Agency in negotiation of or in the final form of the Project DDA, but it is understood by both parties that the Project must conform to City of San Bernardino development, design and architectural standards. The Agency shall fully cooperate with the Developer's professional associates in providing information and assistance in connection with the Developer's preparation of drawings, plans, and specifications. Nothing in this Agreement shall be considered approval of any plans or specifications for the Project, itself, by either the Agency or the City. 10. Develooer Financial Disclosures. The Developer acknowledges that it may be requested to make certain confidential financial disclosures to the Agency, its staff or legal counsel, as part of the financial due diligence investigations of the Agency relating to the potential disposition of the Agency Property to the Developer or development of the Project. The parties recognize that such financial disclosures may contain sensitive information relating to other business transactions of the Developer, that the disclosure of such information to third parties could impose commercially unreasonable and/or anti-competitive burdens on the Developer and, correspondingly, diminish the value or fiscal benefit that may accrue to the Agency upon the disposition of the Agency Property to the Developer, if terms for such disposition are mutually agreed upon. Accordingly, the Agency agrees to maintain the confidentiality of any business records described in Government Code Section 6254.15, as may be provided by the Developer to the Agency or its consultants, to the maximum extent permitted by law. The Agency shall not provide a copy of any business record protected from disclosure under Government Code Section 6254.15 to a third party, unless the Developer first consents to such disclosure in writing or, unless a court of competent jurisdiction compels disclosure. 11. Develooer Acquires No Interest in the Aeencv Prooertv. The Developer hereby acknowledges that it has not acquired and will not acquire, by virtue of the terms of this Agreement, any legal or equitable interest in the Agency Property. 12. Nondiscrimination. The Developer 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 undertaking its obligations under this Agreement. 13. Comoliance with Law. The Developer acknowledges that the Project DDA, if mutually agreeable terms are established, is likely to require the Developer (among other things) to carry out the construction of certain improvements in conformity with all applicable laws, including all applicable planning and zoning laws, environmental planning and safety laws and federal and state labor and wage laws. 8 P:~1Apoda An-.\AamU'Amond ZOO6IOI.Z3.06 DuIIoia ""...... Aplcy EaNHoc: _C~~'~C_C~F"" ~ c_cc, c_~ ~ 7_'_' _ p~~ ~ ~." ,_ "7~~W--'" _n,__~~_," ~ , ..~,._-~ ~ ~-.~. .~C"~C".C_ 14. Reoulred Aoorovals. No Project DDA between the parties shall have any force or effect nor shall the Agency be deemed to be a party to any agreement for the disposition of real or personal property to the Developer, until the tenns and conditions of the Project DDA are considered and approved by the governing body of the Agency, following the conclusion ofa public hearing, as required by law. 15. Press Releases. The Developer agrees to discuss any press releases it may propose relating to the Agency Property with the Agency Interim Executive Director or hislher designee, prior to publication, to assure accuracy and consistency of the information. 16. Notice. All notices required hereunder shall be presented in person or by FAX and confirmed by First Class certified or registered 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 delivery. Either party may change their address for receipt of notice by notifying the other party in writing. TO DEVELOPER: DuBois Insurance Agency Attention: Doug DuBois 560 North "D" Street, Suite 100 San Bernardino, California 92401 (909) 384-8308 TO AGENCY: Redevelopment Agency of the City of San Bernardino Attention: Interim Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 (909) 663-1044 17. Acceotance of Aereement bv the Develooer. The Developer shall acknowledge its acceptance of this Agreement by delivering three (3) counterpart executed copies of this Agreement either prior to or subsequent to the date of consideration and approval of this Agreement by the Commission. As further set forth in Section 3a. hereof, the Effective Date of this Agreement shall be deemed to have occurred upon final approval of the Commission and execution by both the Developer and the Agency Interim Executive Director. 18. Authoritv. Each signatory to this Agreement represents and warrants that he or she has the authority to execute this Agreement on behalf of the principal whom he or she purports to represent. 9 P.\ApadoI\ApodI An~AmoIld 2006\01-23-06 DuIIoio -.... Aa-Y 1!RN2,cb: --'m""'[ " -,"~'~'_N-.W.' ,n ,- r' T'- ',,-, ~." >>- - -, n ,,' "..., 19. ODtional Termination bv DeveloDer or bv A2encv. a. Provided the Developer is not in default, the Developer may in its sole and absolute discretion exercise an election to suspend the Project and this Agreement shall terminate and the parties shall be mutually released from any further obligations hereunder; provided that the Developer gives a twenty-one (21) day written notice to the Agency. b. Provided that the Developer is not then in default of any performance obligation as required by this Agreement, the Agency may not exercise an election to suspend the Project or to terminate this Agreement other than as provided in Section 20 hereof. 20. 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 five (5) 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, 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 five (5) calendar days following written notice, as provided above, a "breach" shall be deemed to have occurred. 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. The prevailing party in any such legal proceeding shall be entitled to recover its reasonable attorney's fees as an element of its damages, either as part of such legal proceedings or in a separate legal action to recover such attorney's fees. The costs, salary, and expenses of the City Attorney and members of his office in enforcing this Agreement shall be considered as "attorney's fees". In the event that a breach has occurred under this Section 20, 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 ten (10) days following the date of service of the notice of termination on the other party. 21. GoverniD2 Law: Venue. The parties hereto acknowledge that this Agreement has been negotiated and executed in San Bernardino, California. The parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. Further, the parties to this Agreement hereby agree that any legal actions arising from this Agreement shall be filed in California Superior Court, in the County of San Bernardino, San Bernardino District. 10 P,\AaeDdII\AaeDda An_IAamP-Amond 2006\01-21-06 DuBois 1.._ Apncy ERN2.doc ~,!<'"7"'''''''~''C'' . "'C'", 1"'...1'.... "c'"''''V'',"'~'P~~'-' '_...'l."'\']r....='."~'".~=.'~r..........,."..."'l T'.=""T.....'.,',.......p .", ...., ,. "". 'h'Cli~' :r 22. Partial InvaUditv. If any term, provision or portion of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision or portion thereof to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 23. No Intent to Create Third Party Beneficiaries. The parties intend that the rights and obligations under this Agreement shall benefit and burden only the parties hereto, and do not intend to create any rights in, or right of action to or for the use or benefit of any third party, including any governmental agency, who is not one of the parties to this Agreement. 24. Waivers. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of the time for performance of any obligation or act to be performed herein shall not be deemed to be an extension of the time for performance of any other obligation or act to be performed under this Agreement. 25. Entire A2reement. This Agreement (including Exhibit "A" attached hereto) is the final expression of, and contains the entire agreement between, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented, or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein. This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which together shall constitute a single instrument. 26. Time of Essence. Time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof and that failure to timely perform any of the terms, conditions, obligations or provisions hereofby either party shall constitute a material breach of and a non-curable (but waivable) default under this Agreement by the party so failing to perform. 27. Construction. Headings at the beginning of each section, paragraph, and subparagraph are solely for the convenience of the parties and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as ifit had been prepared by one of the parties, but rather as if both parties had prepared the same. Unless otherwise indicated, all references to sections are to this Agreement. The Exhibit "A" referred to in this Agreement is attached hereto and incorporated herein by this reference. 11 P.\ApIldIoIApndaAltadlmoal.............AmoDd 2006\OI.23-ll6 DuIIoio.......... Apacy 1lIlN2.doc . .'~' .....'e .C. ..... '"',~c"'.~.' ~""A_"'A'" .".~m ~ 'T".e '. C' .~. .. .. m'_"_ 28. ERN Fee. Concurrently with the execution and delivery of this Agreement by the undersigned parties, on the Effective Date, the Developer shall deliver to the Agency a check in the amount of Two Thousand Five Hundred Dollars ($2,500) representing the Exclusive Right to Negotiate Fee (the "ERN Fee"). The ERN Fee is payable to the Agency as compensation for removing the Property from consideration by other prospective purchasers and to reimburse the Agency for the costs and expenses required for the preparation of this Agreement and the anticipated Project DDA. The ERN Fee is the property of the Agency on the Effective Date. In the event that a Project DDA may hereafter be approved and executed by the parties, the Agency shall pay the sum Two Thousand Five Hundred Dollars ($2,500) to the escrow holder identified in the Project DDA, for the account of the Developer (the "Developer Escrow Deposit"). The Developer Escrow Deposit shall be applied as a credit for the payment of a portion of the purchase price for the Property as may hereafter be negotiated by the parties under the terms of this Agreement; provided, however, that if title to the Property does not transfer to the Developer for any reason, other than for a default by the Agency under the Project DDA, the Developer Escrow Deposit shall be released by the escrow holder and paid to the Agency upon the cancellation of the escrow established under the Project DDA. IN WITNESS WHEREOF, DuBois Insurance Agency and the Redevelopment Agency of the City of San Bernardino execute this Redevelopment Project Study and Redevelopment Assistance Agreement on the dates indicated next to each of the signatures of their authorized representatives as appear below. DEVELOPER DuBois Insurance Agency Dated: By: Douglas DuBois AGENCY Redevelopment Agency of the City of San Bernardino Dated: By: Maggie Pacheco, Interim Executive Director APPnED AS TO FORM: Ag=y~~ 12 '.\AplIdu1Apada _\Airmlh~....d 2006\01-13-06 JluIIoio /DI_ AprJ<y JlRm.do< IT . .-"", ,,- 28. ERN Fee. Concurrently with the execution and delivery of this Agreement by the undersigned parties, on the Effective Date, the Developer shall deliver to the Agency a check in the amount of Two Thousand Five Hundred Dollars ($2,500) representing the Exclusive Right to Negotiate Fee (the "ERN Fee"). The ERN Fee is payable to the Agency as compensation for removing the Property from consideration by other prospective purchasers and to reimburse the Agency for the costs and expenses required for the preparation of this Agreement and the anticipated Project DDA. The ERN Fee is the property of the Agency on the Effective Date. In the event that a Project DDA may hereafter be approved and executed by the parties, the Agency shall pay the sum Two Thousand Five Hundred Dollars ($2,500) to the escrow holder identified in the Project DDA, for the account of the Developer (the "Developer Escrow Deposit"). The Developer Escrow Deposit shall be applied as a credit for the payment of a portion of the purchase price for the Property as may hereafter be negotiated by the parties under the terms of this Agreement; provided, however, that if title to the Property does not transfer to the Developer for any reason, other than for a default by the Agency under the Project DDA, the Developer Escrow Deposit shall be released by the escrow holder and paid to the Agency upon the cancellation of the escrow established under the Project DDA. IN WITNESS WHEREOF, DuBois Insurance Agency and the Redevelopment Agency of the City of San Bernardino execute this Redevelopment Project Study and Redevelopment Assistance Agreement on the dates indicated next to each of the signatures of their authorized representatives as appear below. DEVELOPER DuBois Insurance Agency Dated: By: Douglas DuBois AGENCY Redevelopment Agency of the City of San Bernardino Dated: By: Maggie Pacheco, Interim Executive Director APPROVED AS TO PO:;; ~ 12 P:\Agendll5\Agenda Attachments\Agrmls-Amend 2006\01-23-06 DuBois Insurance Agency ERN2.dot ,-, "~-,-- .-, - -,-,," 28. ERN Fee. Concurrently with the execution and delivery of this Agreement by the undersigned parties, on the Effective Date, the Developer shall deliver to the Agency a check in the amount of Two Thousand Five Hundred Dollars ($2,500) representing the Exclusive Right to Negotiate Fee (the "ERN Fee"). The ERN Fee is payable to the Agency as compensation for removing the Property from consideration by other prospective purchasers and to reimburse the Agency for the costs and expenses required for the preparation of this Agreement and the anticipated Project DDA. The ERN Fee is the property of the Agency on the Effective Date. In the event that a Project DDA may hereafter be approved and executed by the parties, the Agency shall pay the sum Two Thousand Five Hundred Dollars ($2,500) to the escrow holder identified in the Project DDA, for the account of the Developer (the "Developer Escrow Deposit"). The Developer Escrow Deposit shall be applied as a credit for the payment of a portion of the purchase price for the Property as may hereafter be negotiated by the parties under the terms of this Agreement; provided, however, that if title to the Property does not transfer to the Developer for any reason, other than for a default by the Agency under the Project DDA, the Developer Escrow Deposit shall be released by the escrow holder and paid to the Agency upon the cancellation of the escrow established under the Project DDA. IN WITNESS WHEREOF, DuBois Insurance Agency and the Redevelopment Agency of the City of San Bernardino execute this Redevelopment Project Study and Redevelopment Assistance Agreement on the dates indicated next to each of the signatures' of their authorized representatives as appear below. DEVELOPER DuBois Insurance Agency By: Dated: Douglas DuBois AGENcy Redevelopment Agency of the City of San Bernardino Dated: By: Maggie Pacheco, Interim Executive Director APPROVED AS TO FORM: ~;'~ Agency Co sel 12 P:\Agendas\Agcnda Attachments\Agrmts.Amend 2006\01.23.06 DuBois Insurance Agency ERN2.00c ~""~~" ."-~:':;~~.~If'!:".,,"".,.,. '~"'7'7T'"'''W'~ ,E'", "-:]"""""""" m _,,, '", r'~~"" ,m , '" u ._ EXHIBIT" A" Aeency Pronertv. DeyeloDer ProDertv and Study Area P:\ApIIdII\Apllda~Amend 2006\01-23-06 DuBoi'l_ Aacn<Y ERN2,do< ~-:::::~=-~~::":~~~~1'~~~I:(;t~A~5~~"S'~;;C~' ~ .'i-'<'~ IP,w',,', ~ 'P' ." """~" " '" ., ~~,~ '"''~''-''''''i'''''''~'IV"''J''''''' ",,,, ' , E)<.H,B1T -,4 - .'-'F'_~~ . 1 . I '!l I I I r:: I I "- '" I .. I ~ ~ a: I ;;; I ... I \D I Q ~ z: I I I ~ I ;; I U " I I ~ y- l ' I ; . ' ~.-~- --: .. .. ~ 1j' 0 I . . I"- o W \ ___-:--- 1/11// PEvEL~PJ;1.. tjc.JIJEJ) __.. _ A~s;:r.Jc 'f ~&.J)J ED I J_ ~ ~ <Il , "" '" iI .0. . ~ 133CJ1S ;t< In: I' ..v..........: i3 '.l' " " \~ c" ~~ " <II ~-IO iB "0 11:0 i c ..t-. I " lJ I mI- . . ~ r--'.-l ~'" ' I ~!~ ! ~~: @ : ~: : ...J~\L-.._, ~ ~(~ "1 - I I r\:---- I: (:P ~ '_ .......J '<', ~~ r~~_" ~. <.Y .~ o o <= ~~@: gai ~< CO <= o (J) I I ,1 ~\ ,-.Itl../ :~ ~ <:.l . ~ ~ ~ ~ . . 'J ~: ~ ____ --:-11!.:.:!!____ 'l' l(l " , I I I i I I i S \D TN . ~.~~~ L. '" , , {fjJ-;~~ 'b ...."P 0 @ o ~ 10 ~ :\8*IS '~O~18 V:> ONlO~\fN~39 NItS 'lS H:>~nH:> 'OOOQ-9CO'~Lo-.t~O' ~-toOOl: 'V:).~ lIeS \' ~:~~~~:: , ""..~ ~~;~:~J l..2~" ,. <: 1'-5 00 a..., " '" c :q~ 'E '"':;; ~ a_:O ~ ..v: co ~ S~ ,; - .. o ~ -' ~ onii <: ~- iii c: . .- Q ~~ - - .. ~ - .. - ., '< E , , ~~ ~ @ ** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT ** RESOLUTION AGENDA ITEM TRACKING FORM Mo.;" D,re (D." A~'''')\ ry 1 ,010 Vote: Ayes Nays Change to motion to amend original documents D Item # _rz '10 1 Resolution # WJ;)f)Ob~~ Abstain Companion Resolutions Absent NulIIVoid After: days / Resolution # On Attachments: D Note on Resolution of attachment stored separately: D PUBLISH D POST D RECORD W/COUNTY D By: Date Sent to Mayor: \ I yA{ I 0\,0 Date of Mayor's Signature:' \ /)'f; I 0 ~ Date ofClerk/CDC Signature: \ \(~( D;;--- , Reso. Log Updated: Seal Impressed: )2l' / Reso. # on Staff Report 6 ~ Date Memo/Letter Sent for Signature: I" Reminder Letter Sent: Date Returned: 20d Reminder Letter Sent: Not Returned: D yL' No ---:;7" By ~ Np/~ By~ NO~~... No By ~ No By ~ Request for Council Action & Staff Report Attached: Updated Prior Resolutions (Other Than Below): Updated CITY Personnel Folders (6413, 6429, 6433,10584, 10585, 12634): Updated CDC Personnel Folders (5557): Updated Traffic Folders (3985, 8234, 655, 92-389): Yes Yes Yes Yes Copies Distributed to: Animal Control D City Administrator D City Attorney D Code Compliance D Development Services D Others: EDA ~ Information Services D Facilities D Parks & Recreation D Finance D Police Department D Fire Department D Public Services D Human Resources D Water Department D Notes: , / Ready to File: ~ Date:_(/j%b Revised 12/18/03 1'"" I' 'r( r\..' ..:' cct:\\iC\\-C\ I '" \.-.' R..:. ...Il'-~ 0'\,' 2: 01 1.nn("~~-B I . uuo II City of San Bernardino ECONOMIC DEVELOPMENT AGENCY Redevelopment. Community Development.. Housing" Business: Recruitment, Retention, Revitalization" Main Street, InC;. '" March 8, 2006 DuBois Insurance Agency Attention: Doug DuBois 560 North "D" Street, Suite 100 San Bernardino, California 9240 I Re: Redevelopment Project Study and Redevelopment Assistance Agreement DuBois Insurance Agency (Central City North Redevelopment Project) Dear Mr. DuBois: Enclosed for your records is the fully executed Agreement that was approved by the Community Development Commission of the City of San Bernardino on January 23, 2006 (Resolution CDC/2006-5). Should you have any questions regarding this matter, please feel free to call me at (909) 663- 044. cc: Barbara Lindseth (with Original Executed Agreement) . Eileen Gomez (with Original Executed Agreement) Colin Strange (with Copy of Executed Agreement) 201 North E Street. Suite 301. San Bernardino. California 92401-1507. (909) 663-1044. Fax (909) 888-9413 www.sanbernardino-eda.org.