HomeMy WebLinkAbout1991-5284
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RESOLUTION NO. 5284
RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO
APPROVING A CERTAIN OPTION AGREEMENT BY AND
BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO AND NEW FRONTIER COMMERCIAL
PROPERTIES, INC., A CALIFORNIA CORPORATION
WHEREAS, the Community Development Commission of the
8 City of San Bernardino (the "Commission") on behalf of the
9 Redevelopment Agency of the City of San Bernardino (the
10 "Agency"), is a redevelopment agency, a public body, corporate
11 and politic of the State of California, organized and existing
12 pursuant to the Community Redevelopment Law (Part 1 of Division
13 24) commencing with section 33000) of the Health and Safety Code
14 of the State of California (the "Act)"; and
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WHEREAS, the Redevelopment Plan for the Northwest
17 Redevelopment Project (the "Redevelopment Plan") was previously
18 approved and adopted by the Mayor and Common Council of the City
19 of San Bernardino (the "Council") by Ordinance No. MC-189, dated
20 July 6, 1982; and
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22 WHEREAS, the Redevelopment Plan provides for the
23 redevelopment of real property pursuant to the Redevelopment Plan
24 by owners thereof or by parties seeking to acquire real property
25 from the Agency; and
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27 WHEREAS, section 33391 of the Act provides that a
28 redevelopment agency may acquire any real or personal property
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1 wi thin a redevelopment proj ect area or for the purposes of
2 redevelopment and Section 33430 of the Act provides that a
3 redevelopment agency may dispose of any real or personal property
4 within a redevelopment project area or for the purposes of
5 redevelopment; and
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7 WHEREAS, the Agency and New Frontier Commercial
8 Properties, Inc., a California corporation (the "Developer")
9 desire to enter into a certain option Agreement (the
10 "Agreement"), a copy of which is attached hereto as Exhibit "A"
11 and incorporated herein by reference, pursuant to which, among
12 other matters, the Developer would have the option to acquire
13 from the Agency certain real property (the "Property") which is
14 described in Exhibit "A" to the Agreement; and
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16 WHEREAS, the Property is located within the area
17 subject to the Redevelopment Plan (the "Project Area") and its
18 acquisition would be for purposes of the redevelopment thereof in
19 a manner consistent with the Redevelopment Plan; and
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21 WHEREAS, in the event the Developer desires to exercise
22 the option pursuant to the Agreement, the Agency Staff shall at
23 such time prepare and make available for public inspection a
24 Summary Report (the "Summary") concerning the proposed Agreement,
25 as required by Health and Safety Code Section 33433, a copy of
26 which will be placed on file with the Agency; and
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1 WHEREAS, in the event that the Developer exercises the
2 option, the City Staff shall at such time duly notice and conduct
3 a public hearing in accordance with the requirements of Health
4 and Safety Code Section 33433 and Section 33431 concerning the
5 proposed sale of the Property by the Agency to the Developer; and
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7 NOW, THEREFORE, BE IT RESOLVED, BY THE COMMUNITY
8 DEVELOPMENT COMMISSION ACTING ON BEHALF OF THE REDEVELOPMENT
9 AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AS FOLLOWS:
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11 Section 1. The Agency hereby approves the proposed
12 Agreement pertaining to the granting of an option to the
13 Developer with regard to the Agency's interest in the Property.
14 The Agency authorizes the Executive Director of the Agency to
15 execute the Agreement and to execute such other documents as may
16 be necessary to implement the Agreement and to make any necessary
17 non-substantive changes in the Agreement as may be approved by
18 Agency Special Counsel.
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1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF
SAN BERNARDINO APPROVING A CERTAIN OPTION AGREEMENT BY AND
2 BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
AND NEW FRONTIER COMMERCIAL PROPERTIES, INC., A CALIFORNIA
:3 CORPORATION
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Section 2.
This Resolution shall take effect upon
adoption.
I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Community Development Commission of the City of
San Bernardino at a
Regular
meeting thereof, held on
Mav
, 1991, by the following vote, to
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ABSTAIN
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The foregoing resolution
MC3Y
, 1991.
oved this 6th
omb, Chairman
Development
Approved as to
24 form and legal content:
25 By: ~~-:-J.
26 Agency co~~~
SBBO\OO92\DOC\14
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1 STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) ss
2 CITY OF SAN BERNARDINO )
3 I, Kenneth J. Henderson secretary of the Community
Development Commission of the City of San Bernardino, DO HEREBY
4 CERTIFY that the foregoing and attached copy of Community
Development Commission of the City of San Bernardino Resolution
5 No. 5284 is a full, true and correct copy of that now on
file in this office.
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IN WITNESS WHEREOF, I have hereunto set my hand and
7 affixed the official seal of the Community Development Commission
of the ci ty of San Bernardino this 6th day of
8 May , 1991.
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Secretary of e
Community Deve opment commission
of the City of San Bernardino
1 EXHIBIT "A"
2 OPTION AGREEMENT
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RECORDING REQUESTED BY:
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Redevelopment Agency of the
City of San Bernardino
AND WHEN RECORDED MAIL TO:
Redevelopment Agency of the
Ci ty of San Bernardino
300 North "D" Street
San Bernardino, California 92418
onto. ACRRRU1IT
(NEW FRONTIER DEVELOPMENT CORPORATION)
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THIS OPTION AGREEMENT (the "Agreement") is entered into
this
day of
, 1991, by and between the
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (the "Agency")
and NEW FRONTIER COMMERCIAL PROPERTIES, INC., a California
corporation ("Developer"). The Agency and the Developer agree as
follows:
This Agreement is dated
, 1991, for reference
purposes only.
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RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 1
Section l. Option to Purchase Property . . . . . . . . . . . . 3
Section 2. Purchase Price of the Property . . . . . . . . . . 3
~ Section 3. Transfer of Title 3
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Section 4. Term of Agreement . . . . . . . . . . . . . . . . . 4
Section 5. Exercise of Option . . . . . . . . . . . . . . . . 4
Section 6. Use of Property . . . . . . . . . . . . . . . . . . 5
Section 7. Notices . . . . . . . . . . . . . . . . . . . . 6
Section 8. Non1iabi1ity of the Agency . . . . . . . . . . . . 7
Section 9. Entire Agreement . . . . . . . . . . . . . . . . . 7
Section 10. Effective Date . . . . . . . . . . . . . . . . . . 7
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RECITALS
WHEREAS, the Agency is authorized and empowered by the
Community Redevelopment Law of the State of California, Chapter 1 of
Division 24 of California Health and Safety Code, to enter into
agreements for the acquisition, disposition and development of real
property and otherwise to assist in the redevelopment of real
property within a redevelopment project area in conformity with a
redevelopment plan adopted for such area; to acquire real and
personal property in redevelopment project areas; to receive
consideration for the provision by the Agency of redevelopment
assistance; to make and execute contracts and other instruments
necessary or convenient to the exercise of its powers; and to incur
indebtedness to finance or refinance redevelopment projects; and
WHEREAS, the Agency and the City of San Bernardino (the "City")
have previously approved and adopted the Redevelopment Plan (the
"Redevelopment Plan") for the Northwest Redevelopment Project Area
(the "Project Area"); and
WHEREAS, the Agency has acquired certain real property
comprised of an approximately five (5) acre parcel as more fully
described in Exhibit "A" attached hereto and incorporated herein by
this reference (the "Property") located within the Project Area on
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1 the west side of the city of San Bernardino (the "City") generally
2 located near the intersection of Baseline Street and Medical Center
3 Drive; and
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5 WHEREAS. the Agency and the Developer have previously entered
6 into a certain Disposition and Development Agreement dated as of
7 October 15. 1990. (the "DDA") pertaining to the development of
8 certain property immediately adjacent to the westerly boundary of
9 the Property (the "Shopping Center Site"); and
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11 WHEREAS. in connection with the development of the Shopping
12 Center Site and corresponding execution and implementation of the
13 DDA. the Agency and the Developer have agreed to enter into an
14 Option Agreement pertaining to the Property for the purposes of
15 providing for the acquisition and development of the Property by the
16 Developer upon substantial completion of the development of the
17 Shopping Center Site; and
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19 WHEREAS. the Developer desires to acquire the exclusive right
20 to purchase. without becoming obligated to purchase. the Property
21 (the "Option") at an agreed price and under specified terms and
22 conditions as more fully set forth herein.
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24 NOW THEREFORE in consideration of the premises. the covenants
25 and agreements herein contained. and other good valuable
26 consideration. receipt of which is hereby acknowledged. the parties
27 hereto agree as follows:
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Section 1. Ootion to Purchase Prooertv. The Agency hereby
grants the Developer the Option to purchase the Property from the
Agency upon the terms, conditions and for the consideration
hereinafter set forth.
Section 2. Purchase Price of the Prooertv. The purchase
price (the "Purchase Price") for the Property shall be the price
paid by the Agency for the Property, including, but not limited to,
the Agency's acquisition costs, relocation costs, transactional and
carrying costs which Purchase Price shall equal Eight Hundred
Sixty-One Thousand Ninety-Nine Dollars and Thirty-Four Cents
($861,099.34).
Section 3. Transfer of Title. The Agency agrees to
transfer and to convey to the Developer, at such time that the
Developer pays the Purchase Price in accordance with Paragraph 2
above, title to the Property, subject to any and all limitations,
easements, liens or other encumbrances or restrictions against the
Property which existed at the time that title thereto vested in the
Agency. The Agency shall cause the preparation of a Preliminary
Title Report (the "Preliminary Title Report") the costs of which, if
any, shall be reimbursed to the Agency by the Developer. A copy of
the Preliminary Title Report which reflects title to the Property,
including all exceptions thereto shall be delivered to the Developer
concurrently with the execution of this Agreement.
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Section 4. Term of the Aareement. This Option shall
remain in effect for a period of four (4) years from the date of
issuance of a Certificate of Completion in connection with the
development of the Shopping Center SIte as provided in the DDA;
provided, however, that in the event the Developer fails to
undertake and complete the development of the Shopping Center Site
in accordance with the provisions of the DDA or the Developer shall
be deemed in default in connection with the development of the
Shopping Center Site, then this Option shall thereupon be terminated
immediately and shall be of no further force and effect.
Section 5. Exercise of ODtion. The Developer shall
exercise its Option to acquire the Property by depositing the
Purchase Price for the Property into an escrow within thirty (30)
days of the submission by the Developer to the Agency of written
notification that Developer elects to exercise the Option provided,
however, that such thirty (30) day period has commenced at least
thirty (3) days prior to the expiration of the term of this
Agreement as provided in Section 4 hereof. Ther eascrow shall be
for a period of not more than thirty (30) days, or such time period
reasonably required by a title company selected by the parties
hereto to issue a CLTA title insurance policy (the"Title Policy"),
at Developer's sole cost and expense, but in no event beyond ninety
(90) days and shall be opened with an escrow agent as mutually
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agreed upon in writing by the parties hereto. The Title Policy
shall insure that fee simple title to the Property is vested in
Developer subject only to those exceptions to title that existed at
the time the Agency acquired title as set forth in the Preliminary
Title Report and any additional liens or encumbrances approved in
writing by Developer prior to the close of the escrow described in
this Agreement. In the event Developer does not exercise its Option
to purchase the Property as set forht in this Agreement by
submitting its notification of its election to exercise the Option
to the Agency, and closing escrow, within the times set forth above,
the Developer's Option shall expire. Thereafter, the Agency shall
take ownership of the Property and shall have all of the rights and
obligations associated with such ownership. If Developer fails to
exercise its Option in accordance with its terms and within the
Option period or any extension thereof as mutually agreed upon in
writing by the parties hereto, the Option and the rights of the
Developer to acquire the Property pursuant to the terms of this
Agreement shall automatically and immediately terminate without
notice and without further action. However, upon written request
from the Agency, the Developer shall properly execute, aCknowledge
and deliver to the Agency within five days a release of Option, or
any other document reasonably required by Agency or a Title
Insurance Company to verify the termination of this Agreement.
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) Section 6. Use of ProDertv. In the event the Developer
2 exercise its Option as provided herein, the Developer agrees that it
3 shall develop the Property and cause the Property to be used in
4 accordance with the City of San Bernardino's zoning requirements and
5 in a manner consistent with the Redevelopment Plan.
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7 Section 7. Notices. Any and all notices, demands or
8 communications submitted by any party to another party pursuant to
9 or as required by this Agreement shall be proper and shall be deemed
10 to be given in accordance with this Agreement if in writing and
11 dispatched by messenger for immediate personal delivery evidenced by
12 written acknowledgement, or First Class United States certified
13 mail, return receipt requested, postage prepaid, addressed to the
14 parties as hereinafter set forth. Such written notice, demands and
15 communications shall be sent in the same manner to such other
16 addressees and/or addresses as either party may from time to time
17 designate upon notice in the form and the manner as provided
18 herein. Any such notice, demand or communication shall be deemed to
19 be received by the addressee on the (a) day that is dispatched by
20 messenger for immediate personal delivery or (b) two (2) business
21 days after it is placed in United States mail as heretofore
22 provided. Any and all notices, demands or communications shall be
23 addressed and sent to the other parties as follows:
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If to the Agency:
Redevelopment Agency of San Bernardino
300 North "D" Street, 4th Floor
San Bernardino, California 92418
Attention: Kenneth J. Benderson,
Executive Director
If to the Developer:
New Frontier Commercial Properties, Inc.
701 S. Parker Street
Suite 2000
Orange, California 92668
Attention: John W. Pierce
with copy to:
Sabo & Green, a Professional Corporation
6320 Canoga Avenue
Suite 400
Woodland Bills, California 91367
Attention: Timothy J. Sabo
Section 8.
Nonliabili tv of the Aa.encv.
No member, officer or
employee of the Agency shall be personally liable to the Developer, or
any successor in interest of the Developer, in the event of any default
by the Agency, or for any amount which may become due to the Deve+oper or
to its successors in interest on any obligations under the terms of this
15 Agreement, except for gross negligence or willful acts of such member,
16 officer or employee.
Section 9.
Entire Aa.reement.
This Agreement constitutes the
entire Agreement of the parties hereto with respect to the matters set
forth herein and this Agreement supersedes all negotiations and previous
agreements between the parties with respect to all or any part of the
Property and other terms and provisions set forth therein.
Section 10.
Effective Date.
This Agreement shall be
effective as of the date it is executed by the parties.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the dates set forth below.
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REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO
Date:
By:
(SEAL)
Executive Director
APPROVE AS TO THE PROGRAM:
By:
Redevelopment Manager
APPROVED AS TO FORM:
Agency Special Counsel
NEW FRONTIER COMMERICAL
PROPERTIES, INC.,
a California corporation
Date:
By:
Its:
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CITY OF SAN BERNARDINO
INTEROFFICE MEMORANDUM
TO:
Timothy C. Steinhaus, Agency Administrator
Economic Development Agency
Ezell James
ATTN:
FROM:
Dennis A. Barlow, Sr. Asst. City Attorney
DATE:
March 28, 1991
RB:
New Frontier
You have asked if the Option Agreement needs to be approved
by the Commission.
Although the resolution approving the DDA also authorized
the execution of all other agreements necessary to the
implementation of the DDA, the Option is not a document
necessary to the implementation of the DDA. Therefore it must
have further Commission approval. J have discussed this issue
with Andre deBortnowski who concurs.
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DAB/ses/New-Fron.mem