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HomeMy WebLinkAbout2015-280 1 RESOLUTION NO. 2015-280 2 3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN EXCLUSIVE RIGHT TO 4 NEGOTIATE AGREEMENT FOR FORMER NORTON AIR FORCE BASE PARCEL G- 5 1 BY AND BETWEEN THE CITY OF SAN BERNARDINO AND THE INLAND VALLEY DEVELOPMENT AGENCY. 6 7 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY 8 OF SAN BERNARDINO AS FOLLOWS: 9 SECTION 1. The City Manager is hereby authorized to execute an Exclusive Right to 10 Negotiate Agreement for Former Norton Air Force Base Parcel G-I with the Inland Valley 11 Development Agency, attached hereto as Exhibit"A" and incorporated herein. 12 13 SECTION 2. This authorization shall be null and void if the agreement is not signed 14 within 60 days of the passage of this Resolution. 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN EXCLUSIVE RIGHT TO 2 NEGOTIATE AGREEMENT FOR FORMER NORTON AIR FORCE BASE PARCEL G- 3 1 BY AND BETWEEN THE CITY OF SAN BERNARDINO AND THE INLAND VALLEY DEVELOPMENT AGENCY. 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 5 6 Common Council of the City of San Bernardino at a joint regular meeting thereof, held on the 7 21St day of December, 2015, by the following vote,to wit: 8 Council Members: AYES NAYS ABSTAIN ABSENT 9 MARQUEZ x- 10 11 BARRIOS X 12 VALDIVIA X 13 SHORETT X 14 NICKEL x- 15 JOHNSON X 16 17 MULVIHILL X 18 Georgea anna, C4, City Clerk 19 140 20 The foregoing Resolution is hereby approved this day of December, 2015. 21 22 23 R. Carey D is, Mayor City of Sa Bernardino 24 Approved as to form: 25 Gary D. Saenz, City Attorney 26 By: 27 28 2 LU1.5-2bu EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT FOR FORMER NORTON AIR FORCE BASE PARCEL G-1 BY AND BETWEEN THE CITY OF SAN BERNARDINO AND THE INLAND VALLEY DEVELOPMENT AGENCY THIS EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT (the "Agreement"), is dated, entered into and effective as of 12/21 , 2015 (the "Effective Date"), and is entered into by and between the City of San Bernardino, a Municipal Corporation, (the "CITY), and the Inland Valley Development Agency (the "IVDA") which is a joint powers authority organized and existing under the laws of the State of California,upon a portion of the former Norton Air Force Base(the"NAFB") located within the City of San Bernardino, California. RECITALS The property comprising the former NAFB was approximately 2,100 acres in size, portions of which have been either owned in fee by, or under lease to, IVDA for purposes of facilitating the effective conversion of the property into commercial reuse. The IVDA previously sent a Letter of Intent dated November 14, 2014 (Exhibit 1) which identified general terms and conditions for a potential purchase of the Galaxy Center property, also known as former NAFB Parcel G-1 ("Parcel G-1"). Notwithstanding, the parties presently have no other existing agreements, arrangements or other contractual commitments between them for any matter relative to the subject matter contained herein. THEREFORE, IN CONSIDERATION OF THE COVENANTS AND PROMISES CONTAINED HEREIN, THE CITY AND THE IVDA AGREE AS FOLLOWS: Section 1. Term of Agreement. (a) The rights and duties of the parties established by this Agreement shall commence immediately upon the Effective Date, and except as provided in Subsection(c) below, this Agreement shall terminate and be of no further force or effect after 4:30PM, California time six months after the Effective Date,unless prior to that time either: (i) the parties execute a separate purchase and sale agreement (the "Purchase and Sale Agreement") or such other agreements which may include the release and acquisition by the IVDA of all or a portion of the Parcel G-1, subject to applicable review and approval by the United States Government, in accordance with such mutually acceptable terms to be negotiated and agreed upon by and between the parties which documents specifically reference this Agreement and extend the termination date hereof, or (ii) the parties may mutually agree to extend the termination date of this Agreement for such period of time as they may agree each at their sole discretion. City.IVDA Galaxy ENA 2015 2015-280 (b) The initial term of this Agreement, and including all extensions of the term as applicable, is referred to in this Agreement as the "Negotiation Period." In consideration of IVDA obtaining the Negotiation Period the IVDA in the event utility costs paid by the City for Parcel G-1 exceed the $2,000 deposit made by the IVDA under Section 2(b)then the IVDA will shall reimburse the CITY on a monthly basis for such excess utility costs up to an additional $2,000 per month(total maximum payment by the IVDA of $4,000). If the City has incurred such excess utility cost then the CITY shall furnish IVDA with copies of the utility bills and the IVDA will reimburse the CITY for such excess costs up to the maximum additional amount of$2,000 within thirty (30) days after receipt of the bills. (c) Provided that the IVDA is not then in default pursuant to any term or provision of this Agreement,the IVDA shall have the right to extend the Negotiation Period for one (1) additional term of six (6) months on or before ten (10) calendar days prior to the expiration of the initial Negotiation Period,which extension shall be on the same terms and conditions as the Negotiation Period. Section 2. Oblijzations of the IVDA. (a) During the Negotiation Period, the IVDA shall proceed diligently and in good faith to complete reasonable due diligence efforts with regard to Parcel G-1 and shall commit sufficient resources to accomplish such obligations. (b) Within thirty(30)days after the Effective Date, and thereafter on the first business day of each calendar month of the Negotiation Period, IVDA shall deposit with the CITY a deposit in the amount of Two Thousand Dollars($2,000)(each such deposit,and all such deposits collectively being referred to herein as the "Deposit"). The CITY shall place the Deposit into an interest bearing account. IVDA's failure to deliver timely any Deposit shall be a default of this Agreement. The Deposit may be used by the CITY for the payment of third party costs in connection with the negotiation of the Purchase and Sale Agreement, including the CITY's legal fees and financial and other consulting services and for reimbursement of utility cost as provided in Section 1(b) above. The CITY shall have no obligation(from the Deposit or otherwise)to reimburse IVDA's costs prior to the entry into the Purchase and Sale Agreement. (c) The Deposit shall be non-refundable unless the CITY shall be found by a court or other tribunal having jurisdiction to have materially breached this Agreement, in which event any unused portion of the Deposit shall be refunded to IVDA. Section 3. CITY Not to Negotiate with Others. (a) During the Negotiation Period, the CITY and its agents and their consultants shall not without the IVDA's prior written consent negotiate with any other person or entity for the purpose of considering any form of purchase proposal,lease or other agreement for Parcel G-1, except as provided in 3(b) below. City.IVDA Galaxy ENA 2015 f 2015-280 (b) Exceptions to the limitations imposed upon the CITY as to discussions with third parties are the following: (i) A list of existing lessees and permitted users of Parcel G-1 is attached as Exhibit "2". The CITY may continue to allow the existing lessees and permitted users to occupy the property; provided that no extension of such use for a period longer than 30 days (or a particular one time use more than 60 days in advance) will be made without the prior consent of the IVDA. All such permitted uses shall reserve a right of access by the IVDA to Parcel G-1 and all improvements thereon to perform due diligence as provided in Section 4(b) below. (c) During the Negotiation Period, the CITY shall not be precluded, however, from furnishing to other persons or entities unrelated to the IVDA all currently existing and compiled publicly available information in the possession of the CITY relating to Parcel G-1 and the financial activities and interests of the CITY in Parcel G-1 and any other matters which are public records. The CITY may also provide any other currently existing and compiled publicly available information, or such other similar public information that becomes available during the Negotiation Period, in the possession of the CITY, as customarily would be furnished to persons requesting information from the CITY concerning its activities, goals, financial matters and other matters of a similar nature. Section 4. CITY Cooperation. During the Negotiation Period, the CITY shall use its best efforts to: (a) Cooperate with and assemble at the request of the IVDA all written materials, plans, studies,reports, and documents relating to Parcel G-1 and its facilities which may be in the possession of or are reasonably available to the CITY. (b) Provide the IVDA with access to Parcel G-1 during the Negotiation Period for the purpose of conducting due diligence investigations thereon, including environmental investigations of the sub-surfaces and surfaces of any structure or other improvements exclusive of any destructive testing or removal of any items or any excavation efforts unless the IVDA and the CITY shall have approved a license agreement (a "License Agreement") in such form as the parties may deem necessary at their sole discretion to protect the interests of both parties. For purposes of the above limitation, Phase I and Phase II environmental testing and sampling shall not be considered as destructive testing. (c) Except for the possible lease subject to the limitations as set forth in Section 3(b)above, the CITY will refer to the IVDA all other inquiries regarding the possible lease or use of all or any part of Parcel G-1 during the Negotiation Period. Section 5. Nondiscrimination. The IVDA shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, sexual orientation, handicap, national origin or ancestry in the performance of any due diligence City.IVDA Galaxy ENA 2015 2015-280 investigations conducted by the IVDA hereunder nor in negotiations with any person or entity for any use or occupancy of the property. Section 6. Rights of Parties to Documents. During the Negotiation Period it is contemplated that both parties will provide access to the other party of certain documents and access to copies of original documents. Any documents which the IVDA has requested a copy of and for which the IVDA has paid the appropriate duplication costs thereof determined by the CITY shall be retained by the IVDA. All documents and working materials presented by the IVDA to the CITY and its employees, agents and consultants shall be retained by the CITY, the provisions of this Section 6 shall survive the termination of this Agreement. Section 7. Compliance with Law. The IVDA agrees to comply with all applicable laws in the performance of all due diligence and exercise of any rights under this Agreement, including environmental and safety laws and all federal and state labor standards, including but not limited to the provisions of the Davis-Bacon Act and all other State laws relative to public bidding and the payment of prevailing wages on public works contracts. Section 8.No Assignment of Agreement.This Agreement shall not be assigned by the IVDA without prior written approval of the CITY which approval the CITY may grant or refuse at its sole discretion. Section 9. Required Approvals. This Agreement is not intended as a binding agreement for the sale of Parcel G-1 and neither party shall have any obligation to buy or sell Parcel G-1 unless a separate definitive purchase and sale agreement or other definitive agreements, have been considered, approved and executed in writing by the CITY and the IVDA. Section 10. Notices. All notices required hereunder shall be presented in person or by fax and confirmed by First Class Untied States mail with return receipt required. Notice shall be deemed confirmed by United States mail effective the third business day after deposit with the United States Postal Service.Notice by personal service shall be deemed effective upon receipt.Either party may change their address for receipt of notice by notifying the other party accordingly. All notices shall be deemed to be effectively given provided that notices are given to the primary party whether or not the requested copies are additionally given to the addresses set forth below. TO CITY: City of San Bernardino 300 N. D Street San Bernardino, CA 92408 Attention: City Manager's Office TO IVDA: Inland Valley Development Agency 1601 East Third Street San Bernardino, CA 92408 Attention: Executive Director Section 11. Termination Rights; Legal Actions. (a) In the event either the IVDA or the CITY should be in default of any of the provisions City.IVDA Galaxy ENA 2015 r 2015-280 of this Agreement(and such default continues for thirty(30)calendar days after receipt of a written notice thereof from the other party),the non-defaulting party shall have the right to terminate this Agreement immediately upon delivery of a notice of termination to the defaulting party and/or to exercise such rights and remedies as provided in Section 11(b) below. Upon any such termination during the Negotiation Period, the provisions of this Agreement as set forth in Section 6 hereof shall survive any termination of this Agreement. (b) After the expiration of the cure period as set forth in subsection(a) above, both parties shall have the right to bring legal action to seek judicial enforcement of this Agreement and each party shall bear their own legal fees and costs with respect to any such legal action. The parties understand that the performance required under this Agreement is unique and for that reason, among others, the other party to this Agreement will be irreparably damaged if this Agreement is not specifically enforced. Accordingly,in the event of any controversy concerning the performance by either party of any of their obligations under this Agreement, such obligations shall be enforceable by the other party in a court of equity by a decree of specific performance or by injunction. The parties hereto waive any argument that monetary damages are adequate. The rights and remedies set forth herein shall be in addition to and not exclusive to any and all other remedies which either party may have hereunder at law or in equity; provided, however, that if the IVDA elects to terminate this Agreement by reason of the CITY's default the damages recoverable by the IVDA shall be limited to the consideration paid to the CITY under Section 1(b) above and the out of pocket expenses incurred in performing due diligence for Parcel G-1. Section 12. Acceptance of Agreement. Delivery of facsimile by the parties shall be acceptable with final originally executed copies to be exchanged as soon as practicable thereafter. Section 13. Authority. Each signatory to this Agreement represents and warrants that he or she has the authority to execute this Agreement on behalf of the principal who he or she represents. This Agreement may be executed by the parties in counterpart. Section 14.No Third Party Beneficiaries and No Additional Parties to Agreement. There are no third party beneficiaries to this Agreement. The only parties to this Agreement are the IVDA and the CITY.None of the member public agencies of the IVDA(except for the the CITY) are parties to this Agreement nor shall any individual acting on behalf of a member public agency of the IVDA be bound by this Agreement in any respect. Section 15. Severability. The illegality,invalidity or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. IN WITNESS WHEREOF, the undersigned have executed this Agreement on the dates indicated below each of their signatures as the same appears hereinafter. City.IVDA Galaxy ENA 2015 2015-280 CITY IVDA City of San Bernardino, a Municipal Inland Valley Development Agency, a Corporation joint powers authority Name: ;k U- t a QfS Name: Its: Interim City Manager Its: Date: 1a °1 aO�S� Date: (2 I5 ATTEST: ATTEST: y. By: Name: Georg nn Hanna Nam ,r J S Its: city clpyv Its: Date: a -2 2//!t;- Dater APPROVED AS TO FORM: APPROVED AS TO FORM: City Attorney General Counsel City.IVDA Galaxy ENA 2015 2015-280 EXHIBIT "1" LETTER OF INTENT City.IVDA Galaxy ENA 2015 r 2015-280 Inland Valley Development Agency , �pHAi San Bernardino International Airport loge November 14,2014 Mr.Allen Parker City Manager 300 N."D"Street, 6"Floor San Bernardino,CA 92418 RE: LETTER OF INTENT TO PURCHASE FORMER NORTON AIR FORCE BASE PARCEL G-1 Dear Mr.Parker: The Inland Valley Development Agency (NDA) would like to enter into negotiations to purchase Former Norton Air Force Base Parcel G-1 (Galaxy Center Property) from the City of San Bernardino ("City"). Upon review and acceptance of this letter the IVDA would like to request an Exclusive Right to Negotiate with a ninety (90) day due diligence period. The following sets out the basic terms upon which the IVDA would be prepared to purchase the Galaxy Center Property. The terms are not comprehensive, and we expect that additional terms will be incorporated into a formal agreement to be negotiated. The proposed terms are as follows: 1. During the escrow period, IVDA agrees to reimburse the City for certain utility expenses(net 30 basis). 2. IVDA and the City will obtain an appraisal of the Galaxy Center Property, pursuant to mutually agreeable appraisal instructions. 3. The NDA and the City will cooperate and assist in obtaining a relase of the Federal Use Restriction on the Galaxy Center Property. 4. The purchase price of the Galaxy Center Property will be paid at closing. If you would like to discuss a potential sale of the Galaxy Center Property with the IVDA on these general terms please contact me at(909)382-4100 ext. 102. Sincerely, INLAND VAL Y DEVELOPMENT AGENCY Micha s Acting Executive Director (MO) cc: Bill Manis Robert Eisenbeisz Mickey Valdivia 1601 East 3rd Street,Suite 1o0 • San Bernardino,CA 92408-0131 • (909)382-4100 • FAX(909)382-4106 �A PROJECT OF THE INLAND VALLEY DEVELOPMENT AGENCY AND SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY t 2015-280 EXHIBIT"2" PROPERTY DESCRIPTION City.IVDA Galaxy ENA 2015 EXHIBIT"2" PROPERTY DESCRIPTION Parcel G-1 The following describes all real property located in San Bernardino County. California and consisting of approximately 7.454 acres: In the City of San Bernardino, County of San Bernardino, State of California, being portions of blocks 45, 46,47,48,49,50,67,68,69,and 70 of the Rancho San Bernardino,as per plat recorded in Book 7 of Haps, page 2, records of said County together with portions of vacated streets and alleys lying within and adjacent to said blocks, described as follows: Beginning at the intersection of the centerline of Del Rosa Avenue South with the south line of 3rd Street; thence 589-45'08"W 60.00 feet to the west line of Del Rosa Avenue South;Thence SOO.55'3SME along said west line 365.03,feet to the true point of beginning, said point being the northeast corner of Parcel G-1; thence 500-55'35ME along said west line 360.63 feet to the north line of—G" Street; thence along said north line S89 - 00'41—W 888.49 feet; thence N00-14'52 MW 372.09 feet; thence N89-45 ' OS"E 884.14 feet to the true point of beginning. PERMITTED USERS OF PARCEL G1 1. Public Safety Academy San Bernardino Lu 15-LMu EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT FOR FORMER NORTON AIR FORCE BASE PARCEL G-1 BY AND BETWEEN THE CITY OF SAN BERNARDINO AND THE INLAND VALLEY DEVELOPMENT AGENCY THIS EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT (the "Agreement"), is dated, entered into and effective as of 12/21 , 2015 (the "Effective Date"), and is entered into by and between the City of San Bernardino, a Municipal Corporation, (the "CITY), and the Inland Valley Development Agency (the "IVDA") which is a joint powers authority organized and existing under the laws of the State of California,upon a portion of the former Norton Air Force Base(the"NAFB") located within the City of San Bernardino, California. RECITALS The property comprising the former NAFB was approximately 2,100 acres in size, portions of which have been either owned in fee by, or under lease to, IVDA for purposes of facilitating the effective conversion of the property into commercial reuse. The IVDA previously sent a Letter of Intent dated November 14, 2014 (Exhibit 1) which identified general terms and conditions for a potential purchase of the Galaxy Center property, also known as former NAFB Parcel G-1 ("Parcel G-1"). Notwithstanding, the parties presently have no other existing agreements, arrangements or other contractual commitments between them for any matter relative to the subject matter contained herein. THEREFORE, IN CONSIDERATION OF THE COVENANTS AND PROMISES CONTAINED HEREIN, THE CITY AND THE IVDA AGREE AS FOLLOWS: Section 1. Term of Agreement. (a) The rights and duties of the parties established by this Agreement shall commence immediately upon the Effective Date, and except as provided in Subsection(c) below, this Agreement shall terminate and be of no further force or effect after 4:30PM, California time six months after the Effective Date,unless prior to that time either: (i) the parties execute a separate purchase and sale agreement (the "Purchase and Sale Agreement") or such other agreements which may include the release and acquisition by the IVDA of all or a portion of the Parcel G-1, subject to applicable review and approval by the United States Government, in accordance with such mutually acceptable terms to be negotiated and agreed upon by and between the parties which documents specifically reference this Agreement and extend the termination date hereof; or (ii) the parties may mutually agree to extend the termination date of this Agreement for such period of time as they may agree each at their sole discretion. City.IVDA Galaxy ENA 2015 2015-280 (b) The initial term of this Agreement, and including all extensions of the term as applicable, is referred to in this Agreement as the "Negotiation Period." In consideration of IVDA obtaining the Negotiation Period the IVDA in the event utility costs paid by the City for Parcel G-1 exceed the $2,000 deposit made by the IVDA under Section 2(b)then the IVDA will shall reimburse the CITY on a monthly basis for such excess utility costs up to an additional $2,000 per month(total maximum payment by the IVDA of $4,000). If the City has incurred such excess utility cost then the CITY shall furnish IVDA with copies of the utility bills and the IVDA will reimburse the CITY for such excess costs up to the maximum additional amount of$2,000 within thirty (30) days after receipt of the bills. (c) Provided that the IVDA is not then in default pursuant to any term or provision of this Agreement,the IVDA shall have the right to extend the Negotiation Period for one (1) additional term of six (6) months on or before ten (10) calendar days prior to the expiration of the initial Negotiation Period,which extension shall be on the same terms and conditions as the Negotiation Period. Section 2. Obligations of the IVDA. (a) During the Negotiation Period, the IVDA shall proceed diligently and in good faith to complete reasonable due diligence efforts with regard to Parcel G-1 and shall commit sufficient resources to accomplish such obligations. (b) Within thirty(30)days after the Effective Date, and thereafter on the first business day of each calendar month of the Negotiation Period, IVDA shall deposit with the CITY a deposit in the amount of Two Thousand Dollars($2,000)(each such deposit,and all such deposits collectively being referred to herein as the "Deposit"). The CITY shall place the Deposit into an interest bearing account. IVDA's failure to deliver timely any Deposit shall be a default of this Agreement. The Deposit may be used by the CITY for the payment of third party costs in connection with the negotiation of the Purchase and Sale Agreement, including the CITY's legal fees and financial and other consulting services and for reimbursement of utility cost as provided in Section l(b) above. The CITY shall have no obligation(from the Deposit or otherwise)to reimburse IVDA's costs prior to the entry into the Purchase and Sale Agreement. (c) The Deposit shall be non-refundable unless the CITY shall be found by a court or other tribunal having jurisdiction to have materially breached this Agreement, in which event any unused portion of the Deposit shall be refunded to IVDA. Section 3. CITY Not to Negotiate with Others. (a) During the Negotiation Period, the CITY and its agents and their consultants shall not without the IVDA's prior written consent negotiate with any other person or entity for the purpose of considering any form of purchase proposal,lease or other agreement for Parcel G-1, except as provided in 3(b) below. City.IVDA Galaxy ENA 2015 2015-280 (b) Exceptions to the limitations imposed upon the CITY as to discussions with third parties are the following: (i) A list of existing lessees and permitted users of Parcel G-1 is attached as Exhibit "2". The CITY may continue to allow the existing lessees and permitted users to occupy the property; provided that no extension of such use for a period longer than 30 days (or a particular one time use more than 60 days in advance) will be made without the prior consent of the IVDA. All such permitted uses shall reserve a right of access by the IVDA to Parcel G-1 and all improvements thereon to perform due diligence as provided in Section 4(b) below. (c) During the Negotiation Period, the CITY shall not be precluded, however, from furnishing to other persons or entities unrelated to the IVDA all currently existing and compiled publicly available information in the possession of the CITY relating to Parcel G-1 and the financial activities and interests of the CITY in Parcel G-1 and any other matters which are public records. The CITY may also provide any other currently existing and compiled publicly available information, or such other similar public information that becomes available during the Negotiation Period, in the possession of the CITY, as customarily would be furnished to persons requesting information from the CITY concerning its activities, goals, financial matters and other matters of a similar nature. Section 4. CITY Cooperation. During the Negotiation Period, the CITY shall use its best efforts to: (a) Cooperate with and assemble at the request of the IVDA all written materials, plans, studies,reports, and documents relating to Parcel G-1 and its facilities which may be in the possession of or are reasonably available to the CITY. (b) Provide the IVDA with access to Parcel G-1 during the Negotiation Period for the purpose of conducting due diligence investigations thereon, including environmental investigations of the sub-surfaces and surfaces of any structure or other improvements exclusive of any destructive testing or removal of any items or any excavation efforts unless the IVDA and the CITY shall have approved a license agreement (a "License Agreement") in such form as the parties may deem necessary at their sole discretion to protect the interests of both parties. For purposes of the above limitation, Phase I and Phase II environmental testing and sampling shall not be considered as destructive testing. (c) Except for the possible lease subject to the limitations as set forth in Section 3(b)above, the CITY will refer to the IVDA all other inquiries regarding the possible lease or use of all or any part of Parcel G-1 during the Negotiation Period. Section 5. Nondiscrimination. The IVDA shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, sexual orientation, handicap, national origin or ancestry in the performance of any due diligence City.IVDA Galaxy ENA 2015 2015-280 investigations conducted by the IVDA hereunder nor in negotiations with any person or entity for any use or occupancy of the property. Section 6. Rights of Parties to Documents. During the Negotiation Period it is contemplated that both parties will provide access to the other party of certain documents and access to copies of original documents. Any documents which the IVDA has requested a copy of and for which the IVDA has paid the appropriate duplication costs thereof determined by the CITY shall be retained by the IVDA. All documents and working materials presented by the IVDA to the CITY and its employees, agents and consultants shall be retained by the CITY, the provisions of this Section 6 shall survive the termination of this Agreement. Section 7. Compliance with Law. The IVDA agrees to comply with all applicable laws in the performance of all due diligence and exercise of any rights under this Agreement, including environmental and safety laws and all federal and state labor standards, including but not limited to the provisions of the Davis-Bacon Act and all other State laws relative to public bidding and the payment of prevailing wages on public works contracts. Section 8.No Assignment of Agreement.This Agreement shall not be assigned by the IVDA without prior written approval of the CITY which approval the CITY may grant or refuse at its sole discretion. Section 9. Required Approvals. This Agreement is not intended as a binding agreement for the sale of Parcel G-1 and neither party shall have any obligation to buy or sell Parcel G-1 unless a separate definitive purchase and sale agreement or other definitive agreements, have been considered, approved and executed in writing by the CITY and the IVDA. Section 10. Notices. All notices required hereunder shall be presented in person or by fax and confirmed by First Class Untied States mail with return receipt required. Notice shall be deemed confirmed by United States mail effective the third business day after deposit with the United States Postal Service.Notice by personal service shall be deemed effective upon receipt.Either party may change their address for receipt of notice by notifying the other party accordingly. All notices shall be deemed to be effectively given provided that notices are given to the primary party whether or not the requested copies are additionally given to the addresses set forth below. TO CITY: City of San Bernardino 300 N. D Street San Bernardino,CA 92408 Attention: City Manager's Office TO IVDA: Inland Valley Development Agency 1601 East Third Street San Bernardino, CA 92408 Attention: Executive Director Section 11. Termination Rights; Legal Actions. (a) In the event either the IVDA or the CITY should be in default of any of the provisions City.IVDA Galaxy ENA 2015 2015-280 of this Agreement(and such default continues for thirty(30)calendar days after receipt of a written notice thereof from the other party),the non-defaulting party shall have the right to terminate this Agreement immediately upon delivery of a notice of termination to the defaulting party and/or to exercise such rights and remedies as provided in Section I I(b) below. Upon any such termination during the Negotiation Period, the provisions of this Agreement as set forth in Section 6 hereof shall survive any termination of this Agreement. (b) After the expiration of the cure period as set forth in subsection(a) above,both parties shall have the right to bring legal action to seek judicial enforcement of this Agreement and each party shall bear their own legal fees and costs with respect to any such legal action. The parties understand that the performance required under this Agreement is unique and for that reason, among others, the other party to this Agreement will be irreparably damaged if this Agreement is not specifically enforced. Accordingly,in the event of any controversy concerning the performance by either party of any of their obligations under this Agreement, such obligations shall be enforceable by the other party in a court of equity by a decree of specific performance or by injunction. The parties hereto waive any argument that monetary damages are adequate. The rights and remedies set forth herein shall be in addition to and not exclusive to any and all other remedies which either party may have hereunder at law or in equity; provided, however, that if the IVDA elects to terminate this Agreement by reason of the CITY's default the damages recoverable by the IVDA shall be limited to the consideration paid to the CITY under Section 1(b) above and the out of pocket expenses incurred in performing due diligence for Parcel G-1. Section 12. Acceptance of Agreement. Delivery of facsimile by the parties shall be acceptable with final originally executed copies to be exchanged as soon as practicable thereafter. Section 13. Authority. Each signatory to this Agreement represents and warrants that he or she has the authority to execute this Agreement on behalf of the principal who he or she represents. This Agreement may be executed by the parties in counterpart. Section 14.No Third Party Beneficiaries and No Additional Parties to Agreement. There are no third party beneficiaries to this Agreement. The only parties to this Agreement are the IVDA and the CITY.None of the member public agencies of the IVDA(except for the the CITY) are parties to this Agreement nor shall any individual acting on behalf of a member public agency of the IVDA be bound by this Agreement in any respect. Section 15. Severability. The illegality,invalidity or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. IN WITNESS WHEREOF, the undersigned have executed this Agreement on the dates indicated below each of their signatures as the same appears hereinafter. City.IVDA Galaxy ENA 2015 2015-280 CITY IVDA City of San Bernardino, a Municipal Inland Valley Development Agency, a Corporation joint powers authority By: By: Name: Name: Its: Interim City na Rx- Its: Date: Date: ATTEST: ATTEST: C' �/VI� By: BC y' Name: Name: Georg nn Hanna Its: �;ry Its: r.i PYk Date:_ 2 -2 2 p - Date: APPROVED AS TO FORM: APPROVED AS TO FORM: City Attorney General Counsel City.IVDA Galaxy ENA 2015 2015-280 EXHIBIT "I" LETTER OF INTENT City.IVDA Galaxy ENA 2015 2015-280 Inland Valley Development Agency San Bernardino International Airport " . November 14,2014 Mr.Allen Parker City Manager 300 N."D"Street,6'"Floor San Bernardino,CA 92418 RE: LETTER OF INTENT TO PURCHASE FORMER NORTON AIR FORCE BASE PARCEL G-1 Dear Mr. Parker: The Inland Valley Development Agency (NDA) would like to enter into negotiations to purchase Former Norton Air Force Base Parcel G-1 (Galaxy Center Property) from the City of San Bernardino ("City"). Upon review and acceptance of this letter the IVDA would like to request an Exclusive Right to Negotiate with a ninety (90) day due diligence period. The following sets out the basic terms upon which the IVDA would be prepared to purchase the Galaxy Center Property.The terms are not comprehensive, and we expect that additional terms will be incorporated into a formal agreement to be negotiated.The proposed terms are as follows: 1. During the escrow period, IVDA agrees to reimburse the City for certain utility expenses(net 30 basis). 2. IVDA and the City will obtain an appraisal of the Galaxy Center Property, pursuant to mutually agreeable appraisal instructions. 3. The IVDA and the City will cooperate and assist in obtaining a relase of the Federal Use Restriction on the Galaxy Center Property. 4. The purchase price of the Galaxy Center Property will be paid at closing. If you would like to discuss a potential sale of the Galaxy Center Property with the IVDA on these general terms please contact me at(909)3 82-4 100 ext. 102. Sincerely, IINNLAND VALLEY DEVELOPMENT AGENCY Micha s Acting Executive Director (MO) cc: Bill Manis Robert Eisenbeisz Mickey Valdivia 1601 East 3rd Street,Suite 100 • San Bernardino,CA 92408-0131 • (909)382-4100 • FAX(909)382-4106 http:/twww.sbdairport.com A PROJECT OF THE INLAND VALLEY DEVELOPMENT AGENCY AND SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY 2015-280 EXHIBIT"2" PROPERTY DESCRIPTION City.IVDA Galaxy ENA 2015 2015-280 EXHIBIT"2" PROPERTY DESCRIPTION PERMITTED USERS OF PARCEL G-1 1. PUBLIC SAFETY ACADEMY SAN BERNARDINO