HomeMy WebLinkAboutR31-Economic Development Agency
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CITY OF SAN BERNARDINO
ECONOMIC DEVELOPMENT AGENCY
FROM: Maggie Pacheco
Executive Director
SUBJECT:
Exclusive Rlllbt to Neeotiate Allreement witb
Meadowbrook Park Homes, InCo - Rudy
Hernandez Center (Central City East
Redevelopment Projed Area)
DATE:
March 26, 2007
SvnoDsls of Previous Commission/Council/Committee Adion(s):
On March 8, 2007, Redevelopment Committee Members Estrada, Johnson and Baxter unanimously voted to recommend that
the Community Development Commission consider this action for approvaL
Recommended Motionls):
IMavor and Common Council)
A: That the Mayor and Common Council of the City of San Bernardino consent to an Exclusive Right to Negotiate
Agreement by and between the Redevelopment Agency of tbe City of San Bernardino ("Agency") and
Meadowbrook Park Homes, Inc. ("Developer"), to explore the redevelopment of tbe Rudy Hernandez Center
(Central City East Redevelopment Project Area)
ICommunit,. DeveloDment Commission)
B: Resolution of the Community Development Commission of the City of San Bernardino approving and authorizing
the Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute an
Exclusive Right to Negotiate Agreement by and between the Agency and Meadowbrook Park Homes, Inc.
("Developer"), to explore the redevelopment of the Rudy Hernandez Center (Central City East Redevelopment
Proj ect Area)
Contact Person(s):
Ma~ie Pacheco
Central City East
Redevelopment Project Area
Phone:
(909) 663-1044
Project Area(s):
Supporting Data Attacbed:
Ward(s):
iii Staff Report iii Resolution(s) iii Agreement(s)/Contract(s) ~ Map(s) 0 Letter(s)
FUNDING REQUIREMENTS:
Amount: $
N/A
N/A
o
Source:
SIGNATURE:
4 I Jl 'It
. . (.tLL'" c.-, '7~ I~ r)
arbara Lindseth, Administrative Services Director
Budget Authority:
Commission/Council Notes:
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COMMISSION MEETING AGENDA
Meeting Date: 04/0112007
Agenda Item Number: ..I1.JL
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ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT WITH MEADOWBROOK PARK
HOMES, INC. - RUDY HERNANDEZ CENTER
(CENTRAL CITY EAST REDEVELOPMENT PROJECT AREA)
BACKGROUND/CURRENT ISSUE:
For several months now, Agency Staff has been in discussion with Meadowbrook Park Homes, Inc. (the
"Developer"), to discuss the prospect of redeveloping the areas bounded by 3rd Street to the north, Lugo
Street to the east, 2nd Street to the south and Sierra Way to the west (the "Proposed Study Area"). The
Developer is a subsidiary of ANR Industries, Inc. ("ANR"), and the general partners are Agustin Rodriguez
and George Jordan, owners of ANR. ANR has completed extensive in-fill housing developments in the
Meadowbrook Park Revitalization Area (the "Area") under the 2003 and 2005 Development Agreements
with the Agency and they have developed in excess of35 homes in the Area. Moreover, ANR is also doing
business as San Marcos Paloma Homes, Inc., and is planning to develop 95 single-family homes on the
north side of Walnut Avenue and 48 single-family homes on the south side within the Inland Valley
Development Agency (IVDA) and Mt. Vernon Corridor Redevelopment Project Areas. ANR conducted a
formal ground breaking in December 2006, for the development of a 12-unit loft - live/work development
on a 1.3-acre lot on the north side of 3'd Street between Sierra Way and Waterman Avenue. Additionally,
ANR has developed several in-fill homes in the area surrounding the Proposed Study Area.
In July 2006, the Developer shared a proposal for the development of a mixed-use
residential/retail/commercial and park development (the "Development Plan") for the Proposed Study Area
that include the Rudy Hernandez Center (the "Center"), which is approximately 4.82 acres. The proposed
development will require the acquisition and replacement of the Center. .
As a result of the possibility of acquiring the Center site, the Developer was instructed to conduct a
neighborhood survey and meetings to determine the residents' attitudes and feelings towards the idea of
relocating the Center and its amenities to another area within proximity to the current location of the
Center. The Developer retained the services of PREFACE, Inc., a real estate market and sale consulting
firm from San Clemente ("PREFACE") to assist them with the survey.
The Developer published an article announcing the September 12, 2006, outreach focus group meeting
("Event") in the Press Enterprise Newspaper of September 8, 2006. At the September 12, 2006, Event, the
Developer displayed renderings and information on the following: their background, including photos of
their recent projects; aerial photos of the area between "E" Street and Waterman A venue from 5th Street to
Julian Street; wider area photo showing various proposed projects in the City relative to the area; proposed
Plaza elevation from Sierra Way, 2nd and 3'd Streets; urban design study; Kerwin Field Park Study; and the
proposed new Meadowbrook Park rendering.
Nine (9) families attended the Event and completed an anonymous bi-lingual opinion survey. Due to the
low turnout of residents, on September 20, 2006, the Developer and PREFACE mailed survey questions to
residents requesting them to complete and return the survey by September 30, 2006. A total of 24 surveys
were returned to PREFACE by the deadline date of September 30, 2006.
COMMISSION MEETING AGENDA.
Meeting Date: 0410211007
Agenda Item Number: l.lJJ
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Economic Development Agency Staff Report
ANR Industries. Inc. - Rudy Hernandez Center
Page 2
The rendering of the proposed replacement park received favorable responses because of the proposed
amenities, which may include pedestrian pathways, barbecue and picnic tables and a water fountain. The
survey respondents were in favor of the proposed development for the area, which includes townhouses or
condominiums mixed with retail shops.
The disposition of the Center site to the Developer by the Agency/City requires tJie City of Riverside
(previous grantor of the real property) to consent and waive the restrictions placed on the real property for
park use only. Upon approval ofthe attached Agreement, a letter will be sent to the Mayor of the City of
Riverside to consider releasing the restriction on the real property in order to make it available to the
Agency/City for disposition to the Developer for future development. Also, prior to making the Center site
available for redevelopment, the 1971 State Park Preservation Act, Section 540 I requires that like-for-like
park space and amenities replacement must be made available within the same area subject to the approval
by the Mayor and Common Council of a park relocation plan prior to proceeding with any proposed
development.
Consequently, it is requested that the Agency and the Developer enter into an Exclusive Right to Negotiate
Agreement ("Agreement"), which will enable the Agency and the Developer to work collaboratively on the
Center site. The proposed Agreement provides for the following:
. Allow the Agency Staff and the Developer to complete the analysis for redevelopment feasibility,
including, but not limited to, conducting a market study, economic feasibility, obtaining approval
and the release of the Park use covenant from the City of Riverside.
. prepare an initial environmental study, identifYing like-for-like park replacement site.
. Developer deposits with the Agency the sum of $2,300 in earnest money.
. The term of the Agreement is 12 months .and all costs related to the Agreement studies will be
borne by the Developer.
ENVIRONMENTAL IMPACT:
The Agreement is categorized as Statutory Exemption under the California Environmental Quality Act
(CEQA) per Public Resource Code Sections 21 102 and 21150.
FISCAL IMPACT:
None.
RECOMMENDATION:
That the Mayor and Common Council adopt the Motion and the Community Development Commission
adopt the attached Resolution.
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Maggie Pacheco, xecutive Director
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COMMISSION MEETING AGENDA
Meeting Dale: 0410112007
Agenda Item Number: -b.L
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RESOLUTION NO.
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING
THE EXECUTIVE .DIRECTOR OF THE REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE AN
EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT BY AND BETWEEN
THE AGENCY AND MEADOWBROOK PARK HOMES, INC.
("DEVELOPER"), TO EXPLORE THE REDEVELOPMENT OF THE RUDY
HERNANDEZ CENTER (CENTRAL CITY EAST REDEVELOPMENT
PROJECT AREA)
WHEREAS, the City of San Bernardino (the "City"), is the owner of approximately 4.82
of park land located on the northeast comer of Sierra Way and 2nd Street, the Rudy
11 Hernandez Center (the "Site") within the Central City East Redevelopment Project Area ("Project
12 Area"), as generally depicted in Exhibit "A" of the Exclusive Right to Negotiate Agreement (the
13 "Agreement"), attached hereto; and
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WHEREAS, the City desires for the Agency to consider and study the feasibility of
15 redeveloping the Site for a mixed-use development complimentary to the new development on the
16 south side of 2nd Street under the Meadowbrook Single Family Residential Development
17 Agreement by and between the Agency and Meadowbrook Park Homes, Inc. (the "Developer");
18 and
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WHEREAS, the Developer is qualified to assist the Agency to undertake the study of
20 specific plans for a coordinated and economically sustainable redevelopment project of the Site,
21 which will require specific study, evaluation and planning by the City and the Agency, as
22 applicable, of appropriate and feasible community redevelopment alternatives pursuant to the terms
23 of the Agreement; and
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WHEREAS, in accordance with the provisions of the California Environmental Quality Act
25 (CEQA), the Agreement is exempt from the provisions ofCEQA.
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NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY
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27 OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS FOLLOWS:
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1 Section 1. The Community Development Commission hereby authorizes and approves
. 2 the Agreement by and between the Agency and the Developer in the form as presented at the
3 meeting of the Commission at which this Resolution is adopted and hereby authorizes the
4 Executive Director of the Agency to execute the Agreement on behalf of the Agency together with
5 such technical and conforming changes as recommended by the Executive Director of the Agency
6 and approved by the Agency Counsel.
7 Section 2. The Resolution shall become effective immediately upon its adoption.
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RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF
. THE CITY OF. SAN BERNARDINO APPROVING AND AUTHORIZING
THE EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE AN
EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT BY AND BETWEEN
THE AGENCY AND MEADOWBROOK PARK HOMES, INC.
("DEVELOPER"), TO EXPLORE THE REDEVELOPMENT OF THE RUDY
HERNANDEZ CENTER (CENTRAL CITY EAST REDEVELOPMENT
PROJECT AREA)
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
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Development Commission of the City of San Bernardino at a
meeting thereof,
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held on the
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ESTRADA
12 BAXTER
13 BRINKER
14 DERRY
15 KELLEY
16 JOHNSON
17 MC CAMMACK
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21 The foregoing Resolution is hereby approved this
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27 By:
day of
,2007, by the following vote to wit:
Commission Members:
Aves
Navs
Abstain
Absent
Secretary
day of
,2007.
Patrick J. Morris, Chairperson
Community Development Commission
of the City of San Bernardino
Approved as to Form:
(/~.J~
Agency Co sel .
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REDEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT
(RUDY HERNANDEZ CENTER)
This Exclusive Right to Negotiate Agreement is dated as of April 2, 2007 (this "Agreement"),
and is entered into by and between Meadowbrook Park Homes, Inc., a California corporation (the
"Developer"), and the Redevelopment Agency of the City of San Bernardino, a public body, corporate
and politic (the "Agency").
RECITALS
A. The Agency desires to encourafe and effectuate the redevelopment of certain real
property located on the northeast corner of 2n Street and Sierra Way ("Rudy Hernandez Center'')
within the Central City East Redevelopment Project Area (the "Project Area"), commonly referred to
as the Meadowbrook Park Neighborhood Area of the City of San Bernardino (the "City") and
comprising approximately 4.82 acres, generally bounded by Sierra Way, 3rd Street, Lugo Street and 2nd
Street (the "Site"), that is depicted on the "Site Map" attached hereto as Exhibit "A" for purposes of
this Agreement; and
B. The City is the fee owner of the improved Site and desires for the Agency to explore the
redevelopment of the Site into private development with mixed uses; and
C. The Developer intends to explore opportunities to redevelop the Site into a mixed-use
project (the "Project") which will include a replacement park on an acre-for-acre basis with
comparable amenities within the proximity of the Site in accordance with the requirements of Section
5401 of the California Public Resources Code Chapter 2.5, known as the Public Park Preservation Act
of 1971 (the "Act"); and
D. The Site consists of the Rudy Hernandez Community Center, which has existed within
the Project Area since May 3,1976, being the adoption date of the Redevelopment Plan for the Project
Area; and
E. The project concept plan (defined herein as the "Project Concept Plan") involves the
Site, and contemplates the possible purchase by the Developer from the Agency of the Site only after
the Agency has completed the Site acquisition from the City as surplus property; the Agency and the
Developer intend to work together in good faith to explore the possibility of redeveloping the Site as
provided in this Agreement; in the event that the Project is determined to be infeasible, either party
may terminate this Agreement, and the Developer will negotiate with the Agency for the
redevelopment and acquisition of the Site, and if an Agreement is reached between the Developer and
the Agency, it may be documented by a Project Disposition and Development Agreement (the "Project
DDA"); and
F. The Agency is entering into this Agreement, without limitation, to facilitate the
redevelopment of the Site to foster the community economic development goals and objectives of the
Agency and the City, including the elimination and the spreading of blight, as the same relates to the
Project Area; and
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G. In connection with the preparation of the Project DDA and prior to consideration of the
approval'of such Project DDA, the 'Agency and the Developer will prepare and circulate an initial
study (the "Initial Study") in accordance with the California Environmental Quality Act of 1970, as
amended ("CEQA"); and
H. Based upon information furnished by the Developer to the Agency together with further
investigations to be conducted by the Agency, the Developer is qualified to assist the Agency to
undertake the study of and plans for a coordinated and economically sustainable redevelopment project
in the Project Area, including the Site, which will require further specific study, evaluation and
planning by the City and the Agency, as applicable, of appropriate and feasible community
redevelopment program alternatives; and
I. The Developer and the Agency believe it is appropriate for the Agency, in consultation
with the Developer, to review by Agency Staff those studies, reports and investigations to be
conducted by the Developer as the in furtherance of the Project Concept Plan (as defined in Section 4
hereof) by the payment of the related costs and expenses (collectively, the "Project Concept Plan
Costs" and as further described in Section 5 hereof) as part of a program for the study of feasible
redevelopment programs for the Site, subject to the terms and conditions as set forth below.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND
PROMISES SET FORTH HEREIN, THE DEVELOPER AND THE AGENCY HEREBY
AGREE, AS FOLLOWS:
1. The Nel!otiation Period and the Term of Aereement.
a. The rights and duties of the parties established by this Agreement shall commence
following the approval of this Agreement by the governing body of the Agency and after such time as
this Agreement has been fully executed by the parties within the period of time authorized herein (such
date being the "Effective Date"). This Agreement will continue in 'effect until a date which is twelve
(12) months from the Effective Date unless such date shall have been first extended as authorized
under Section l.b.(2) of this Agreement or in the event this Agreement is otherwise terminated as
provided in Section l.c. Such time period during which this Agreement shall be in effect (including
any extensions oftime approved by the Agency) is referred to as the "Negotiation Period."
b. This Agreement shall automatically terminate, without further notice or action, and be
of no further force or effect twelve (12) months following the Effective Date, unless prior to that time:
(I) 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 not later than six (6) months after the scheduled termination date, subject to the Executive
Director of the Agency first making a finding through reasonable discretion that satisfactory progress
is being made to complete the Project DDA as set forth in Section 3, and the Executive Director is
hereby authorized to execute any such extension to the scheduled termination date.
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c. . This Agreement can be terminated prior to the twelve (12) months following the
effective date only if:
(1) the Executive Director of the Agency determines through the exercise of
reasonable discretion that the Project Concept Plan and the other financial feasibility information,
submitted by the Developer to the Executive Director of the Agency within ninety (90) days from the
Effective Date of this Agreement as further provided in this Agreement is not satisfactory to warrant
the continuation of discussions for a Project DDA. If the Executive Director of the Agency makes this
determination, the Executive Director of the Agency shall have the right to terminate this Agreement
immediately upon (i) the facsimile transmission by the Executive Director of the Agency of written
notice of termination to the Developer, or (ii) upon receipt of written notice of termination through
other means from the Executive Director of the Agency to the Developer; or
(2) a party terminates this Agreement as provided under Section 1.b., Section 21 or
Section 22, as applicable.
2. Refundable Deposit/Earnest Monev.
In consideration for this Agreement, the Developer or its designee has delivered to the Agency,
a check in the amount of $2,300. This deposit shall be refunded to the Developer if the Agency is
unable to purchase the Site for the Project and or the Project is determined to be infeasible. Such
$2,300 deposit shall be applied towards the purchase price of the Site as may be provided in the Project
DDA if it is approved by the governing body of the Agency and after the Site has been declared as
surplus property to the needs of the City and the requisite replacement park site or sites have been
identified by the Developer and approved by the City.
3. Developer Acknowled2ments.
a. The Developer hereby ackriowledges 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 Site to the Developer. Any studies relating to the Site
and the Project Concept Plan 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 ofthe Agency or the City.
'b. The qualifications and identity of the Developer are of particular concern to the
Agency. The Agency has 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. The Developer shall
not assign. all or any part of this Agreement or any rights hereunder. Upon the occurrence of any
material change in interest or control, 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), the Agency may terminate this Agreement by serving a ten (10) day
written notice of such termination, referencing this Section, on the Developer.
4. Proiect Concept Plan.
a. From and after the Effective Date, the Developer shall initiate the preparation of a
feasibility study for the redevelopment of the Project Concept Plan proposed by the Developer, which
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shall include a preliminary financial feasibility study relating to the development of the Project (the
"Project Concept Plan"). As soon as practical, following the Effective Date, the Developer shall retain
the services of a firm or firms of community redevelopment planning, engineers, architects, financial
. consultants, land use planners and environmental consultants to produce all necessary reports, studies
and environmental documentation and other investigations, surveys and reports appropriate in
connection with the Project Concept Plan and the evaluation of.the Project Concept Plan proposed by .
the Developer and for the processing of all entitlements required to be obtained from the City together
with the required environmental review and processing. All third party costs incurred by the
Developer as part of the preparation of the Project Concept Plan shall be paid solely by the Developer
in accordance with Section 5 of this Agreement.
The Agency and the Developer shall undertake compliance with all requirements of the CEQA,
including the. preparation of an initial study based upon the Project Description and Project Concept
Plan provided by the Developer. The Developer shall pay for the cost of said studies.
b. The Developer may modify the description of the Project Concept Plan at any time;
provided, however, that substantial modifications of the Project Concept Plan shall:
(i) be subject to the acceptance and approval of the Executive Director of the
Agency which approval shall not be unreasonably withheld, conditioned or delayed;
(ii)
environmental
indicated.
depending on the nature of such modification, a suitable modification of the
and other elements of the Project Concept Plan as modified may also be
The Agency and/or the Executive Director of the Agency may request that the Developer
consider modifications to the description of the Project Concept Plan from time-to-time. The final
form of each such modification shall be subject to the reasonable approval of the Executive Director of
the Agency and the Developer.
c. All third-party consultants, if any, retained and paid for by the Agency to review any
study, report or document prepared by or on behalf of the Developer as part of the Project Concept
Plan 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. The Agency shall have the right to use and republish such
work product for any purpose subject to the reasonable consent of the Developer.
d. Subject to the terms and conditions of this Agreement, the Developer shall undertake an
economic feasibility study of the Project Concept Plan as part of the Project Concept Plan consisting of
the elements as set forth below:
(A) Preparation by the Developer in consultation with the Agency of a financial
feasibility study or other similar analysis for the development of the Project Concept Plan on the Site,
setting forth the plan for the redevelopment and acquisition of the Site and an estimate of development
costs, project income and a pro forma statement of Project Concept Plan capital return, including,
without limitation, the following:
final projections of debt and equity that will be required of the Developer to
undertake the Project Concept Plan, including construction and permanent
financing of the private structures and infrastructure financing for all publicly
owned facilities; and
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(2) final projection of a financial contribution to support the Project; and
(3)
final projections of financial assistance anticipated for the Project Concept Plan,
including source, dollar amount, timing of the necessity for such funds and the
probable repayment sources; and
(4) final projections of overall development costs, including private and public
improvements, park replacement costs, Project Concept Pfan assessed values,
revenues designated by sources, dollar amounts and property taxes for the
development.
An initial draft of a document, including the study elements identified in subparagraphs (1)
through (4) above shall be completed by the Developer and submitted to the Agency within six (6)
months following the Effective Date. Thereafter, provided that the Executive Director of the Agency
has not terminated this Agreement due to the insufficiency or inadequacy of the Project Concept Plan
as set forth in Section 1.( c), the parties shall refine the draft document of the Project Concept Plan as
submitted by the Developer in accordance with a schedule to be mutually agreed upon for the
refinement of the work for such studies, including the content and scope thereof, to be mutually
approved by the parties, which approval shaU not be unreasonably withheld.
(B) The Developer, in consultation with the Agency, shall prepare a proposed
development plan for the Site, to include,without limitation:
(I)
proposed land use categories, including proposed zoning and General Plan
changes, if any, necessary to accommodate the Project Concept Plan to
accommodate the intended development; and
(2) proposed time schedule and cost estimates for the development and proposed
public and private infrastructure upgrades, proposed publicly owned facilities,
public improvements, public infrastructure and private development; and
(3) proposed financing plan identifYing the timing of receipt by the Developer and
the Agency, as applicable, of the financing sources for aU private and public
improvements proposed in the Project Concept Plan, by phase, if applicable; and
(4) proposed proforma which shall include a financing plan for the acquisition of
the Site, replacement costs for the Center Site, and aU other development costs
to be incurred by the Developer as necessary for the Project Concept Plan.
The development plan for the Project Concept Plan as described above may be revised
from time-to-time in accordance with a schedule of preparation and revisions as may be mutuaUy
approved by the parties.
e. [ Intentionally omitted]
f. Within six (6) months after the Effective Date, the Developer shall inform the Agency
in writing whether, based on the information set forth in this Section, the Developer believes that the
Project Concept Plan is feasible. 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 Site may be
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set forth on tenns mutually acceptable to the parties as may be contained in the Project DDA, subject
to the firial approval thereof by the parties each at their sole and absolute discretion and after the City
has declared the Site as surplus to the needs of the City and suitable replacement park land and
facilities have been identified as required by the Act.
g. The Developer shall submit each of the items of information described in this Section to
the Executive Director of the Agency within the time periods set forth above. Within fifteen (15)
calendar days after receipt of any such information, the Executive Director of the Agency shall
determine whether such information is satisfactory. If the specific item of information is
unsatisfactory to the Executive Director of the Agency, the Executive Director of the Agency shall
notify the Developer in writing of the reason or reasons that the information is unsatisfactory. If the
Executive Director of the Agency does not make a determination regarding any item of information
submitted by the Developer under this Section 4, within twenty (20) calendar days after receipt of such
information by the Agency, the information as submitted by the Developer shall be deemed submitted
in acceptable form to the Agency. The determinations to be made by the Executive Director of the
Agency under this subsection shall, in no manner, bind or constitute the approval of the Agency
regarding, without limitation, plans, specifications, engineering, architecture, uses, tenants, sale prices,
the Project Concept Plan or the Project DDA.
5. Proiect Concept Plan Costs.
For the purposes of this Agreement, "Project Concept Plan Costs" shall mean and refer to the
costs and expenses of third party consultants who are engaged by the Developer under written contract
to undertake one (1) or more elements of the Project Concept Plan, including the environmental review
and processing and the preparation of all required studies and reports in furtherance of the entitlements
to be requested by the Developer from the City or the Agency. Project Concept Plan Costs shall
include third party costs incurred by the Developer in connection with the preparation or submission of
any information relating to the Project Concept Plan on which any element of the Project Concept Plan
may be based, including civil engineering expenses, traffic consultant fees, architectural fees, financial
consultants, accounting fees and similar expenditure items. In addition to the Project Concept Plan
Costs incurred and paid by the Developer, each.party shall bear its own legal fees and costs and for
consultants and service providers which such party engages, including, but not limited to, the costs to
be borne by the Agency, pursuant to paragraph 4.c. above. Notwithstanding the foregoing, the
Developer understands that the Agency may request and the Developer shall consider that the
Developer enter into one (1) or more separate written agreements pursuant to which the Developer
would reimburse the Agency for specifically budgeted, identified and capped third party independent
consultant costs which the Agency may desire to enter into based on staffing unavailability for
purposes of undertaking a comprehensive review of the Project Concept Plan.
6. Oblieations of tbe Developer.
During the Negotiation Period, the Developer shall proceed diligently and in good faith to
perform the following:
a. Consider the redevelopment of the Project Concept Plan, including, without limitation,
the selection of the design of improvement elements as appropriate for the Project Concept Plan in
addition to any residential, commercial or retail elements of the Project Concept Plan; and
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b. Review and provide the Project Concept Plan information described in Section 4 and
submit an executed copy of the fmal form of the Project DDA to the Executive Director of the Agency
on or before the end of the Negotiation Period (or such later date corresponding to an authorized
extension of the Negotiation Period in accordance with Section 1); and
c. Consult with the Agency and the Executive Director of the Agency on a regular basis
and keep the Agency and the Executive Director of the Agency advised on the progress of the
Developer in completing its obligations under this Agreement.
d. Prepare the necessary plan, alternative site selection analysis and economic analysis as
required by the Act to assure compliance by the City with the Act for purposes of obtaining the
replacement park site and facilities as mandated by the Act. Such shall be undertaken by the
Developer to provide the basis for the release of the municipal park restrictions as to the Site to thus
allow the parties to proceed with the Project DDA as contemplated by this Agreement.
7. Al!encv Acknowledl!ments.
The Agency hereby acknowledges and agrees that no provision of this Agreement shall be
deemed to be an offer by the Developer as an acceptance by the Developer of any offer or proposal
from the Agency to purchase any interest in the Site. Any studies undertaken by the Agency not
relating to the Site shall be the sole responsibility of the Agency.
8. Oblil!ations of the Al!encv.
a. The Agency currently deems the Site to be appropriate for initiation of preliminary
concept plans for the redevelopment of the Project Concept Plan, subject to release of the requirements
imposed by the Act upon the Site, and the Developer appears to be well qualified to undertake the task
of planning the details for the redevelopment of the Site.
b. During the Negotiation Period, and subject to the Agency's compliance with the
California Community Redevelopment Law ("CRL"), the Agency shall negotiate exclusively with the
Developer with respect to the Site during the Negotiation Period. The Agency shall not negotiate with
any other person or entity regarding either the disposition of the Site or the redevelopment of the
Project Concept Plan on the Site. 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 any of the Site (in whole or in part) or redevelop the Site, and from considering
other redevelopment proposals for the Site with third persons or entities; provided, however, any
person may submit to the Agency and the Agency may consider any proposal for the disposition and/or
redevelopment of any lands adjacent to the Site not contemplated under this Agreement.
Co 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 Site except for the Site. Consideration of the
redevelopment of the Site under the terms of the Redevelopment Plan shall remain in the sole and
exclusive purview of the Agency subject to release of the restrictions imposed upon the City by the
Act. The Agency may also provide any other information in its possession that would customarily be
furnished to persons requesting information from the Agency concerning its activities, goals and
matters of a similar nature, or as required by law to be disclosed upon request.
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9.
AJ!encv Cooneration.
During the Negotiation Period, the Agency will make a good faith effort to:
a. Request and secure the required release of all restrictions and covenants on the Site
from the City of Riverside and cooperate with the City for the consideration of the plan to be prepared
and presented by the Developer to assure compliance with the Act by the City in the release of the
municipal park restrictions currently imposed upon the Site by the Act.
b. At the request of the Developer, use its best efforts to assemble written materials and
documents relating to the Site that are in the possession of the Agency.
c. Use its best efforts to provide appropriate comment to the Developer with respect to one
(1) or more conceptual development plans, as may be proposed by the Developer for the Project
Concept Plan, and the redevelopment of the Site, including, but not limited to, conceptual plans or
studies of the vacation, realignment or abandonment of public property, rights-of-way and facilities,
the installation and improvement of public improvements and environmental evaluation of the Project
Concept Plan.
d. Use its best efforts to provide the Developer with limited access to the Site during the
Negotiation Period for the purpose of conducting customary due diligence investigations thereon,
including environmental investigations of the subsurface or any structure thereon. These rights will be
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.
e. Use its best efforts to provide the Developer with information or copies of studies
performed or to be performed relative to the Site.
f. Use its best efforts to formalize the Project DDA with the Developer, wherein the
Agency agrees to transfer to the Developer, subject to obtaining the Site from the City after
compliance with the requirements of the Act, the Site for such consideration to be agreed upon by the
parties, including the development of the Project Concept Plan.
g. Use its best efforts to assist the Developer in obtaining the entitlements necessary to
develop the Project Concept Plan on the Site, but without incurring any costs associated with said
Project Concept Plan.
h. Use its best efforts without ihe incurring of any consultant or legal expenses to utilize
Agency Staff personnel to expedite compliance under the CEQAfor the Project Concept Plan in
addition to the CEQA compliance for any zoning changes, adoption of a specific plan (the "Specific
Plan") if required by the Developer, General Plan amendments and all other entitlements necessary for
the development of the Project Concept Plan on the Site, suggested by the Developer in its proposed
conceptual development plan, referred to in Section 4.d.(B) above, or at any other time during the
Negotiation Period.
10. Nel!.otiation ofProiect DDA.
During the Negotiation Period, the Agency and the Developer shall negotiate diligently and in
good faith to prepare and attempt to enter irito a Project DDA. Both of the parties shall exercise their
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best efforts to complete discussions relating to the fmal terms and conditions of the Project DDA and
such other matters, as may be mutually acceptable to the parties for the redevelopment of the Project
Concept Plan on the Site, prior to the expiration of the Negotiation Period, but neither party, after such
diligent and good faith negotiations, shall be bound by any term or provision of this Agreement to
complete any such negotiations or to execute any final Project DDA. The parties recognize that
nothing contained in this Agreement commits or binds the City to declare the Site as surplus to the
needs of the City or to determine the most effective method to seek compliance with the Act.
II. Consideration for this Al!reement and Reservation of Ril!hts.
In consideration for the Agency's 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 non-confidential or non-attomey-client privileged information generated by the Developer or its
consultants regarding the Project Concept Plan or the Site. Notwithstanding the foregoing, the
Developer shall provide all information required under Section 4.d. in its entirety as set forth therein
and in accordance with Section 13. All information as may be provided by the Developer to the
Agency, which is of a confidential nature shall be subject to the provisions of said Section 13 which
provides that the Agency agrees to maintain the confidentiality of any financial and/or proprietary
information of the Developer that is exempt from disclosure as a Public Record pursuant to
Government Code Sections 6254.15 and 6255. 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
party regarding the disposition, acquisition, reuse, redevelopment or development of the Project
Concept Plan on the Site and the Deposit shall be returned to the Developer.
12. Planninl! and Desil!n: Related Acknowledl!ments of the Parties.
Certain development standards and design controls for the Project Concept Plan 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 Concept Plan and the redevelopment of the
Site must conform to the City's development, design and architectural standards. The Agency Staff
shall use its best efforts to 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 as an approval of any plans or
specifications for the Project Concept Plan or the Site, itself, by either the Agency or the City.
13. Developer Financial Disclosures.
The Developer acknowledges that it may be requested to make certain confidential financial
disc1osures.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 Site to the Developer. 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 Site to the Developer,
if the terms for such disposition are mutually agreed upon. Accordingly, the Agency agrees to
maintain the confidentiality of any of the Developer's financial and/or proprietary information that is
exempt from disclosure as a Public Record pursuant to Government Code Sections 6254.15 and 6255.
In th~ event that the Agency refuses to disclose records at the request of Developer, the Developer
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shall indemnify, defend (subject to the approval of the Developer's selected legal counsel by the
Agency Counsel), and hold harmless, including payment of attorneys' fees, the City and the Agency
from any action, lawsuit or other proceeding initiated to obtain access to documents that may be
determined to be exempt from disclosure pursuant to the applicable provisions of the Public Records
Act.
14. 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, sexual orientation,
or ancestry in undertaking its obligations under this Agreement.
15. Compliance with Law.
The Developer acknowledges that the Project DDA, if mutually agreeable terms are
established, may 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 that will
require the payment of the prevailing wage rates, all as shall be further set forth in the Project DDA.
16. Required Approvals.
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 any real or personal property to the
Developer, until the terms and conditions of the Project DDA are considered and approved by the
governing body of the Agency, following the conclusion of a noticed public hearing, as required by the
CRL.
1 7. Press Releases.
The Developer agrees to discuss any press releases it may propose relating to the Site with the
Executive Director of the Agency or their designee, prior to publication, to assure accuracy and
consistency of the information. The Agency shall not issue press releases or make public disclosure of
information concerning the Site or the Developer's proposals (unless the Developer has consented
thereto), except as maybe required by applicable law.
18. Notices.
All notices required hereunder shall be presented in person or by fax and 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 (2nd) business day after deposit with the United
States Postal Service. Notice by personal service shall be deemed effective upon delivery. Any party
may change their address for receipt of notice by notifying the other parties in writing.
TO DEVELOPER:
Meadowbrook Park Homes, Inc.
Attn.: George Jordan, Vice President
10702 Hathaway Drive, Suite I
Santa Fe Springs, California 90670
Tel: (562) 777-7807
Fax: (562) 777-7808
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TO AGENCY:
Redevelopment Agency of the City of
San Bernardino
Attn.: Maggie Pacheco, Executive Director
201 North "En Street, Suite 301
San Bernardino, California 92401
Tel: (909) 663-1044
Fax: (909) 663-2294
19. Acceptance of Aneement bv the Developer.
The Developer shaH acknowledge its acceptance of this Agreement by delivering three (3)
counterpart executed copies of this Agreement signed by an authorized party on behalf of the
Developer. The delivery by the Developer to the Agency of the executed counterpart copies of this
Agreement shaH be completed either prior to or within ten (10) calendar days foHowing the approval of
this Agreement by the governing body of the Agency or thereafter, this Agreement shaH have no
further force and effect with respect to any party.
20. Authoritv.
This Agreement may be executed in counterparts, and when fuHy executed by the parties, each
such counterpart shaH be deemed to be one (1) 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
principal whom he or she purports to represent.
21.
Optional Termination bv the Developer.
Provided the Developer is not in default, the Developer may, in its sole and absolute discretion,
exercise an election to suspend the Project Concept Plan and thereafter, this Agreement shall terminate
and the parties shaH be mutuaHy released from any further obligations hereunder; provided, however,
that the Developer gives thirty (30) calendar days' prior written notice to the Agency and has paid aH
amounts of the Agency's expenses that were incurred by the Agency in reliance upon any separate
written agreement or agreements with the Developer wherein the Developer has agreed to reimburse
the Agency for specificaHy budgeted and identified third party independent consultants, which the
Agency has sought to retain due to the unavailability of staff to review the Project Concept Plan.
Provided the Agency is not in default, the Agency may, in its sole and absolute discretion,
exercise an election to suspend the Project Concept Plan, and this Agreement shall terminate and the
parties shaH be mutuaHy released from any further obligation hereunder thirty (30) calendar days
foHowing written notice by the Agency to the Developer.
22. Defaults and Breach - General.
a. Failure or delay by any party to perform any material term or provIsion of this
Agreement shaH constitute a default under this Agreement; provided, however, that if the party who is
otherwise claimed to be in default by the other party cures, corrects or remedies the aHeged default
within thirty (30) calendar days after receipt of written notice specifying such default, such party shaH
not be deemed to be in default hereunder.
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b Any failure or delay by a party in asserting any of its rights and remedies as to any
default shall not result in a waiver of any default or of any rights or remedies associated with such a
default.
c. In the event that a default of any 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 unless such party who is alleged to be in default is in the process of diligently prosecuting the
cure of such default, such cure was commenced immediately upon receipt of notice as above set forth
and such breach cannot be cured within said thirty (30) calendar days even though the cure was
commenced in a timely manner.
d. 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 successful party in any such legal
proceeding shall be entitled to recover its reasonable attorneys' fees as an element of its damages,
either as part of such legal proceedings or in a separate legal action to recover such attorneys' fees.
e. In the event that a breach has occurred under this Section 22, 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) calendar days following the date of service of
the notice of termination on the other party.
23. Governinl! Law: Venue.
The parties hereto acknowledge that this Agreement has been negotiated and entered into in the
State of 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 the California Superior Court, in the Court of San Bernardino, Central District.
24. Partial Invaliditv.
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.
25. 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. .
26. 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
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shall be deemed to be an extension of the time for performance of any other obligation or act to be
performed under this Agreement.
27. Entire Al!reement.
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 (1) or more counterparts, each of
which shall be an original, and all of which together shall constitute a single instrument.
28. Time of Essence.
Except as provided in Section 21 of this Agreement, 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 hereof by any party shall constitute a default
under this Agreement by the party, so failing to perform subject to such failure to timely perform being
waived by the non-defaulting party at their sole option and discretion.
29. 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 (1) of the parties,
but rather as if both parties had prepared the same. Unless otherwise indicated, all references to
Sections are to this Agreement. All Exhibits referred to in this Agreement are attached hereto and
incorporated herein by this reference.
III
III
III
III
III
III
III
III
III
4827-6035-9937.\827-6035-9937.\827-6035.9937.\ 13
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EXHIBIT "A"
Site Map
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