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HomeMy WebLinkAbout05.H- Comminuty Development DOC ID: 4109 CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION Agreement From: Mark Persico M/CC Meeting Date: 11/02/2015 Prepared by: Brenda Leggitt, (909) 384- 5057 Dept: Community Development Ward(s): 1 Subject: Joint Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing and Directing the Execution of an Exclusive Negotiation Agreement with AECOM TEchnical Services, Inc. and the Fransen Company, Inc. for the Redevelopment of Certain Real Property, Comprising Approximately 48.5 Acres, Commonly Known as the Carousel Mall, the Regal Theaters, and the California Theater, Located Generally at 300 and 450 North E Street and at the Northwest Corner of Fourth Street and E Street, San Bernardino, California, and of the Mayor and Common Council, Acting as the Governing Body of the City of San Bernardino as Successor Agency to the Former Redevelopment Agency of the City of San Bernardino, Acknowledging the Execution of Such Agreement. (#4109) Current Business Registration Certificate: Yes Financial Impact: During the Exclusive Negotiation Agreement period the City will be paid $10,000 per month for up to eight months or$80,000 total to be used to hire financial, planning and environmental consultants to help review and execute the project. Motion: Adopt the Resolution. Synopsis of Previous Council Action: None. Background: The Carousel Mall (formerly the Central City Mall) opened in 1973 with 52 in-line shops and 3 anchor tenants. Recently, however, the Mall has struggled to attract shoppers and tenants. It is in need of significant renovation and more likely a complete demolition. In November, 2014 City staff circulated a Solicitation of Interest Letter to approximately 90 developers across the nation. The letter invited the development community to submit their ideas for reuse of the Mall. From the beginning of the process, staff wanted the market to set the direction for the new project. Staff believes that in order for the new project to succeed it must be market driven. By late January, 2015 staff had received 14 letters of interest for a wide range of projects. The majority of developer responses indicated interest in developing a mixed-use project on the Carousel Mall site. Between February and April, 2015 City staff interviewed all 14 firms to further 0 explore and discuss the development concepts. Staff ultimately selected 3 firms for a second round of more detailed interviews. In July, a panel of outside experts was Updated: 10/28/2015 by Jolena E. Grider Packet�Fg '228`. 4109 convened for the second round of interviews. The panel included Jim Simon, President of RSG, an economic analysis firm based in Santa Ana; Carlos Valdez, San Manuel Band of Mission Indians; and Mike Burrows, Executive Director of Inland Valley Development Authority. Staff subsequently had further discussions with the top firm over the past several weeks. While the process has taken longer than originally anticipated, staff is confident that a strong team has emerged that will deliver a first- class project. Analysis: The Carousel Mall site is approximately 42.6 acres (40.1 acres owned by the Successor Agency to the Redevelopment Agency and 2.5 acres owned by the San Manuel Band of Mission Indians). As previously discussed with the Mayor and Common Council, staff is working cooperatively with the Tribe to gain control of the 2.5 acres they control. There are two additional buildings - the former Harris Department Store Building at 1.5 acres and the Andresen Building at 0.3 acres - that are integral to the Mall but not under Agency control. Both of these historic buildings will remain and potentially be incorporated into the new project. To the north, across 4th Street, is an area known as "Theater Square" totaling 4.9 acres, which includes Regal Cinema and the California Theater. The City wishes to see these two areas developed by a single master developer who would be responsible for the coordinated redevelopment and reuse of the sites. Having a master developer leading the redevelopment efforts for the Carousel Mall and Theater Square - totaling 47.5 acres - will assure the sites develop a synergy of uses benefiting the entire downtown core. The Regal Theater and California Theater bring significant foot traffic to the area and new development on the Carousel Mall site can benefit from and build on that customer base, further supporting the idea of a single master developer looking comprehensively at the two development nodes. Following an exhaustive selection process, staff is recommending the City enter into a 6 month Exclusive Negotiation Agreement (ENA) with AECOM and the Fransen Company (Exhibit A). The ENA allows the parties to work cooperatively to develop a comprehensive master plan and master development agreement (MDA)for the Mall and Theater Square. The master plan will have ample community input and will define the mix of uses, phasing of the development, financing for the project and the master developer's obligations. The initial term for the ENA is 6 months and the term can be extended an additional 6 months if necessary. The developer will pay a non-refundable fee of $10,000 per month during the ENA period for up to eight months or $80,000 total for the right to negotiate. The funds will be used by the City to hire any financial, planning, environmental or other consultants as necessary. At the conclusion of the ENA period the City anticipates entering into a Disposition and Development Agreement, or a Master Development Agreement (DDA/MDA) for the sites. The DDA/MDA will describe the project in detail and list the obligations of each party in the construction of the final project. If terms cannot be reached, there is no obligation to enter into a DDA/MDA. Staff is very optimistic, however, that a final DDA/MDA will be executed. Initial Development Phase: Updated: 10/28/2015 by Jolena E. Grider Packe#Pg 229 [. 4109 While the project has not been fully defined, AECOM and KB Home have a separate agreement whereby KB Home will acquire approximately 3.0 acres of property at the northwest corner of 2nd and E Streets. KB Home wishes to build approximately 40 market rate urban housing units for sale. This portion of the project could begin within the next 36 months. Sale of the property and construction of the housing units will fund future phases of the project. Background of Companies: AECOM, the Fransen Company and KB Home have extensive development experience nationally and locally. AECOM designs, builds, finances and operates infrastructure worldwide. The company is active in the following markets: buildings, civil, infrastructure, industrial, and power. AECOM also provides services include the following: architecture and landscape architecture, building and equipment maintenance, civil and building engineering, construction management, cost consulting, environmental planning and remediation, facilities management, program management, and urban planning and design. The company operates in approximately 150 countries, and generated $19 billion in revenue for the year ending June 30, 2015. AECOM is ranked #343 on the Forbes 500 ranking. The Fransen Company, Inc., (TFC) Newport Beach, CA, was founded in 1984 and has worked with major developers, financial institutions, cities, and business districts on new retail and mixed use projects and redevelopment of existing projects. TFC projects include Third Street Promenade in Santa Monica where the company created a strategy and implemented it, on behalf of The Bayside District, leading to the re-merchandising of Third Street Promenade. Today Third Street is one of the most vital retail streets in California. In Torrance the company led efforts in conjunction with the City to attract $300 million in new private capital investment by Del Amo Fashion Mall. Outside of California TFC worked with AECOM to create a strategy and plan for retail revitalization in downtown Houston. TFC is currently under contract with the Houston Downtown Management District to lead efforts to create individual retail/mixed -use projects within the plan area. For the Savannah Mall in Savannah, GA, TFC conceptualized, planned and led implementation of the redevelopment of Savannah Mall including replacement of three of the one- million -square- foot regional shopping center's four department stores. In Tempe AZ, TFC created a strategy and implemented it to conceptualize, plan, entitle, and replace a dysfunctional 26-acre shopping center with a mixed-use project on behalf of an institutional owner. Phase I, demolition and the addition of new retail stores was completed. The Phase II residential component is currently in predevelopment planning. Here in the City of San Bernardino, TFC worked closely with AECOM in creating the conceptual plan for Theater Square, and led the effort, in conjunction with City representatives, to attract Regal Cinema to the vacant cinema site at 4t" and E Street in San Bernardino. KB Home was founded in 1957 as Kaufman and Broad, and was one of the first homebuilders in the nation to become a publicly traded company. Today KB Home is Updated: 10/28/2015 by Jolena E. Grider Packet Pg.230 5.H 4109 the second largest publicly traded homebuilder in the nation. Over the past 6 decades, the company has built more than 550,000 homes including detached and attached single-family homes, townhomes and condominiums. During calendar year 2104, KB Home delivered 7,215 units at an average sales price of $328,400 across 10 states and 40 major markets. KB Home operates in the following markets: 1) California: Contra Costa County, Fresno, Los Angeles, Madera, Oakland, Orange County, Riverside, Sacramento, San Bernardino, San Diego, San Francisco, San Jose, Santa Rosa-Petaluma, Stockton, Vallejo, Ventura and Yuba City; 2) Arizona: Phoenix and Tucson; 3) Las Vegas, Nevada; 4) Denver, Colorado; 5) Albuquerque, New Mexico; 6) Texas: Austin, Dallas, Fort Worth, Houston and San Antonio; 7) Florida: Daytona Beach, Jacksonville, Lakeland, Orlando, Palm Coast, Punta Gorda, Sarasota, Sebastian-Vero Beach and Tampa; 8) Maryland: Baltimore and Rockville; 9) Raleigh, North Carolina, and 10) Washington, D.C. Conclusion: Executing the ENA is an exciting first step in the redevelopment of the Carousel Mall and Theater Square. Over the next 6 months staff will be working with the development team, the community and the Mayor and Common Council to further define the project. At the conclusion of the ENA period, the City will enter into a DDA/MDA for the ultimate development of these important Downtown sites. Supporting Documents: Resolution Approving Exclusive Right to Negotiate Carousel Mall (DOCX) agrmt 4109 (PDF) Updated: 10/28/2015 by Jolena E. Grider Packet Pg. 231 1 RESOLUTION NO. 2015- (MCC) CD 2 RESOLUTION NO. 2015- (SA) L 3 a JOINT RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY o 4 OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF AN 5 EXCLUSIVE NEGOTIATION AGREEMENT WITH AECOM TECHNICAL 00 SERVICES, INC. AND THE FRANSEN COMPANY, INC. FOR THE z 6 REDEVELOPMENT OF CERTAIN REAL PROPERTY, COMPRISING APPROXIMATELY 48.5 ACRES, COMMONLY KNOWN AS THE CAROUSEL MALL, 7 THE REGAL THEATERS, AND THE CALIFORNIA THEATER, LOCATED x 8 GENERALLY AT 300 AND 450 NORTH E STREET AND AT THE NORTHWEST w CORNER OF FOURTH STREET AND E STREET, SAN BERNARDINO, 9 CALIFORNIA, AND OF THE MAYOR AND COMMON COUNCIL, ACTING AS THE N 10 GOVERNING BODY OF THE CITY OF SAN BERNARDINO AS SUCCESSOR o AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF SAN 11 BERNARDINO,ACKNOWLEDGING THE EXECUTION OF SUCH AGREEMENT v 0 12 WHEREAS, the City of San Bernardino (the "City") wishes to encourage and effectuate v 13 the redevelopment of (i) certain real property, comprising approximately 43 acres, generally g m 14 bounded by Fourth Street on the north, E Street on the east, Second Street on the south, and G 0 15 Street on the West, improved with a retail mall, parking structure and related improvements d 16 (collectively, the "Mall Improvements"), commonly known as Carousel Mall, 300 North E w 0 17 Street, San Bernardino, County of San Bernardino (the "Mall Site"), and (ii) certain real Z 0 18 property, comprising approximately 5.5 acres, located on the northwest corner of Fourth Street r m 19 and E Street, improved with a Regal Theaters multiplex (the "Regal Theaters") and the historic w d 20 California Theater ("California Theater") (collectively, the "Theater Square", and together with 21 the Mall Site the"Site"); X w 22 WHEREAS, the Mall Site comprises (i) the former Harris Co./Gottschalks department 0 23 store currently owned by El Corte Ingles, an international department store retailer based in a a 24 Madrid, Spain ("El Corte Ingles")(such portion, the "El Corte Ingles Portion"); (ii) the former o .2 25 J.C. Penney department store and auto center (such portion, the "San Manuel Portion") currently o d 26 owned by the San Manuel Band of Mission Indians (the "San Manuel Band of Mission c 27 Indians"); and (iii) the balance (such portion, the "Agency Portion"), which is currently owned s 28 by the Successor Agency to the former Redevelopment Agency of the City of San Bernardino; »W a - 1 - Packet Pg.232 I WHEREAS, the Carousel Mall (formerly the Central City Mall) opened in 1973 with 52 2 in-line shops and 3 anchor tenants,but recently has struggled to attract shoppers and tenants; d 3 WHEREAS, sites adjoining the Regal Theaters that were constructed concurrently with Q 4 the remodeling of the Regal Theaters in 2012 with the intent that they be developed for use as 0 a retail or restaurant establishments remain undeveloped to date; 0 5 6 WHEREAS, the California Theater is badly in need of repair, restoration, and z renovation; 7 U WHEREAS, on November 20, 2014, the City issued a Solicitation of Interest for 43 w 8 Acre Transit Adjacent Site in the Downtown Core of Inland Southern California City (the 2 9 z "Solicitation"), seeking letters of interest from regional and national developers to 0 10 L reuse/redevelop the Mall Site; v 11 WHEREAS, on January 15, 2015, a letter of interest was submitted on behalf of ° 12 AECOM Technical Services, Inc., a California corporation ("AECOM") and the Fransen 13 Company, Inc., a California corporation ("Fransen", and together with AECOM, "Developer") 1 14 for the master planning, environmental impact review, disposition and development of the Site; 0- 15 WHEREAS, on February 15, 2015, Developer met with the City and presented its ;; 16 proposed approach for the Project(as defined below).; a� 17 WHEREAS, on April 20, 2015, the City notified Developer that Developer had been o 18 selected, along with three (3) others, from among the seven (7) respondents to the Solicitation, a, 19 for further consideration by the City; 20 3 WHEREAS, on June 4, 2015, the City issued a Carousel Mall Developer Interview 21 x Phase 11 questionnaire to Developer and certain other interested parties, and in response thereto, a, 22 Developer submitted to City a response letter dated August 2015; L Q. 23 WHEREAS, on July 16, 2015, the City held interviews with the finalists being a 24 0 considered for the Carousel Mall Project; 25 0 WHEREAS, on August 10, 2015, the City sent the final two candidates a follow-up list 26 of questions to further define their respective proposals; c 27 d WHEREAS, on September 30, 2015, the City met with the Developer and informed � 28 I° a - 2 - Pactie#:Pg ,233 1 them that they had been selected for the Project; 2 WHEREAS, after meeting with and soliciting input from the City and members of the m d 3 community, Developer proposes to enter into a master development agreement (an "MDA")with 4 the City to provide for the preparation of a master plan (the "Master Plan") for the 2 redevelopment of the Site in phases, potentially including retail buildings and other commercial 0 5 6 uses, market rate for-sale housing and rental housing, and private and governmental office d 7 buildings, while recognizing and retaining the downtown area's unique architectural fabric and U historic building characteristics (collectively the"Project"), subject to City approval; w 8 WHEREAS, Developer further proposes to prepare and, with the City, implement a 2 9 Z program for the disposition of certain portions of the Site to qualified developers; o 10 WHEREAS, on or about June 28, 2011, AB1X 26 (as amended from time to time, the ti 11 �; "Dissolution Law") became effective and added to, repealed, and modified certain provisions of 12 the Health and Safety Code of the State of California (the "H&S Code"), providing for the 13 dissolution and winding down of redevelopment agencies throughout the State, including the 14 former Redevelopment Agency of the City of San Bernardino (the"Former Agency"); P 15 v WHEREAS, on January 9, 2012, pursuant to the Dissolution Law, the City elected to 0 16 serve as the Successor Agency to the Former Agency ("Successor Agency"), and the Successor rn 17 d Agency, as a separate public entity from the City, administers the dissolution and winding down o 18 r of the Former Agency; a, 19 WHEREAS, on February 1, 2012, pursuant to the Dissolution Law, the Former Agency i 20 En was dissolved by operation of law, and upon dissolution, all property of the Former Agency, = 21 x w including the Former Agency properties included in the Site, was transferred by operation of law 22 > to the Successor Agency pursuant to the terms of H&S Code section 34175(b); o 23 a WHEREAS, pursuant to H&S Code section 34191.5(b) of the Dissolution Law, on a 24 0 September 15, 2015, the Successor Agency prepared and submitted to the California Department 25 of Finance (the "DOF") for approval its Long Range Property Management Plan (the 26 "LRPMP"), as approved by its Oversight Board, that addressed the disposition and use of certain 27 E real properties of the Former Agency, including the potential disposition of the Former Agency s 28 Q - 3 - Packet Pg 234 1 properties included in the Site; 2 WHEREAS, the LRPMP proposes that the Former Agency properties included in the d a� 3 Site be transferred to the City for future development pursuant to H&S Code Section 34191.5 ) 4 (c)(2); 0 WHEREAS, for properties to be transferred to the City for future development, a� 5 6 implementation of the LRPMP will require securing one or more compensation agreements (the Z "Compensation Agreements") with the affected taxing entities, pursuant to H&S Code Section 7 34180 (0(1); w 8 WHEREAS, the City will seek Compensation Agreement(s) with the affected taxing 2 9 d entities after the LRPMP is approved by the DOF; c 10 L WHEREAS, the disposition by the City of Former Agency properties included in the v 11 a> Site pursuant to the MDA will accordingly require prior approval by the DOF of the LRPMP ° 12 �! and the securing of Compensation Agreement(s) with the taxing entities; — 13 WHEREAS, it is acknowledged that the California Theater has historical significance 6 14 (n and has been officially recognized as a site having such significance, and as a consequence there 0" 15 v may be restrictions on the nature and extent of development that may be permissible on that site; r 16 WHEREAS, the City and Developer desire to negotiate mutually acceptable terms and 00) 17 0 conditions for development of the Site, to be set forth in the MDA, which agreement will define o 18 their rights, obligations, and participation in developing the Project on the Site; a, 19 ip- WHEREAS, Developer has requested that the City and Developer enter an Exclusive 20 'N Negotiation Agreement (the "ENA"), which ENA shall set forth their agreement that they shall 20 21 x negotiate exclusively and in good faith with one another regarding the proposed development v, 22 = and operation of the Project, and the terms of the MDA; o 23 a WHEREAS, the City and Developer have negotiated and prepared a proposed ENA, a a 24 0 copy of which is attached to this Resolution as Exhibit A; 25 0 WHEREAS, Developer has requested that the Successor Agency, as current owner of the 26 Former Agency properties included in the Site, acknowledge the ENA; c 27 d WHEREAS, it is in the best interests of the City and its residents for the City to execute 28 2 a -4 - Packet,Pg..235 1 the ENA and for the Successor Agency to acknowledge the ENA, for the purpose of enabling the = 2 City and Developer to move forward with the Project; E m 3 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON a 4 COUNCIL OF THE CITY OF SAN BERNARDINO AND BY THE MAYOR AND o 2 COMMON COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE o 5 c' m GOVERNING BODY OF THE CITY OF SAN BERNARDINO ACTING AS THE z 6 > SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE 7 v CITY OF SAN BERNARDINO,AS FOLLOWS: W 8 9 SECTION 1. The Mayor and Common Council find that the above-stated Recitals are N 10 true and hereby adopt and incorporate them herein. L U 11 �; SECTION 2. The Mayor and Common Council hereby approve the Exclusive 12 Negotiation Agreement and authorize and direct the City Manager to take such steps and sign 13 14 such documents as may be necessary to execute the Exclusive Negotiation Agreement, including 0 but not limited to the making of clerical or non-substantive revisions to the Exclusive 0 15 v Negotiation Agreement as may be necessary to effectuate its intent. 0 r 16 0 0 17 SECTION 3. The Mayor and Common Council, acting as the governing body of the Z 0 18 City of San Bernardino as Successor Agency to the former Redevelopment Agency of the City of 2) 19 San Bernardino hereby authorize and direct the City Manager to sign the Acknowledgment 0 20 contained in the Exclusive Negotiation Agreement on behalf of the Successor Agency. 21 W SECTION 4. Compliance with the California Environmental Quality Act. 22 0 L 23 Approval of the Exclusive Negotiation Agreement and acknowledgment of the Exclusive Q 24 Negotiation Agreement by the Successor Agency do not require compliance with the California o 25 Environmental Quality Act. 0 aD 26 SECTION 5. Severability. If any section, subsection, subdivision, sentence, or clause or 27 E phrase in this Resolution or any part thereof is for any reason held to be unconstitutional, invalid 28 a - 5 - `Packet 1 or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or 2 effectiveness of the remaining portions of this Resolution or any part thereof. The Mayor and d d 3 Common Council hereby declares that it would have adopted each section irrespective of the fact 4 that any one or more subsections, subdivisions, sentences, clauses, or phrases be declared 0 unconstitutional, invalid, or ineffective. 0 5 z 6 N 7 7 x w 8 9 /// y 10 0 11 �; 0 T 12 /// d• 13 FD 14 0 15 as 16 0 z 0 18 P 19 0 20 N x 21 a� 22 0 23 24 25 N 26 r d 27 E 28 - 6 - a'Packet P,g.237 JOINT RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN I BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF AN EXCLUSIVE NEGOTIATION AGREEMENT WITH AECOM TECHNICAL SERVICES, INC. AND THE FRANSEN E 2 COMPANY, INC. FOR THE REDEVELOPMENT OF CERTAIN REAL PROPERTY, COMPRISING APPROXIMATELY 48.5 ACRES, COMMONLY KNOWN AS THE CAROUSEL MALL, THE REGAL Q 3 THEATERS,AND THE CALIFORNIA THEATER,LOCATED GENERALLY AT 300 AND 450 NORTH E STREET AND AT THE NORTHWEST CORNER OF FOURTH STREET AND E STREET, SAN o 4 BERNARDINO, CALIFORNIA, AND OF THE MAYOR AND COMMON COUNCIL, ACTING AS THE a GOVERNING BODY OF THE CITY OF SAN BERNARDINO AS SUCCESSOR AGENCY TO THE o 5 FORMER REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, ACKNOWLEDGING m THE EXECUTION OF SUCH AGREEMENT z 6 > .N 7 K 8 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and W 9 Common Council of the City of San Bernardino at a joint regular meeting thereof,held on the 2°d 5; N 10 day of November, 2015, by the following vote to wit: o U 11 AYES NAYS ABSTAIN ABSENT a� 0 12 Council Members 13 MARQUEZ 14 BARRIOS ° 15 16 VALDIVIA .� r 0 17 SHORETT a� z 18 NICKEL M 19 JOHNSON d 20 MULVIHILL 3 x 21 The foregoing Resolution is hereby approved this day of November, 2015 W a�. 22 0 L 23 a 24 R. CAREY DAVIS, Mayor o City of San Bernardino 25 Approved as to form: N Gary D. Saenz, City Attorney 26 w 27 By: .E 28 .2 Q - 7 - PacketPg k238 EXCLUSIVE NEGOTIATION AGREEMENT c d among E AECOM TECHNICAL SERVICES INC. a and o THE FRANSEN COMPANY 0 and a� z THE CITY OF SAN BERNARDINO >_ N 7 MR 1 i' Vl y� ,J,y.Sn.r d• � L Saii- (6 s: Bell .. 1" o E L 0) Cu Y c Effective Date; November 2015 E w w a EXHUBIT A EXCLUSIVE NEGOTIATION AGREEMENT This EXCLUSIVE NEGOTIATION AGREEMENT (this "Agreement") is dated, for reference purposes, as of the Effective Date, as defined in Section 19.8 of this Agreement, and is entered among THE CITY OF SAN BERNARDINO, a California charter city (the "City"), on the one hand, and AECOM TECHNICAL SERVICES, INC., a California corporation ("AECOM°)[an affiliate of AECOM, a Delaware corporation formerly known as AECOM Technology Corporation and/or AECOM Technologies ("AECOM Parent")], and THE FRANSEN COMPANY, INC., a California corporation ("Fransen", and together with AECOM, "Developer"). The City and Developer are sometimes referred herein collectively as the "Parties", and each individually as a "Party." c RECITALS a� d A. The City desires to encourage and effectuate the redevelopment of (i) certain real property, comprising approximately 43 acres, generally bounded by Fourth Street on the north, E Street on the east, Second Street on the south, and G Street on the West, improved with a 2 retail mail, parking structure and related improvements (collectively, the "Mail Improvements"), 2 commonly known as Carousel Mail, 300 North E Street, San Bernardino, County of San 0, Bernardino (the "Mail Site"), and (ii) certain real property, comprising approximately 5.5 acres, z located on the northwest corner of Fourth Street and E Street, improved with a Regal Theaters multiplex (the "Regal Theaters") and the historic California Theater ("California Theater") (collectively, the "Theater Square", and together with the Mall Site, the "Site"). x w B. The Mall Site comprises (i:) the former Harris Co./Gottschalks department store currently owned by El Corte Ingles, an international department store retailer based in Madrid, Spain ("El Corte Ingles")(such portion, the "El Corte Ingles Portion"); (ii)the former J.C. n Penney department store and auto center (such portion, the "San Manuel Portion") currently o owned by the San Manuel Band of Mission Indians (the "San Manuel Band of Mission U Indians"); and (iii) the balance (such portion, the "Agency Portion"), which is currently owned by the City as the Successor Agency to the Redevelopment Agency of the City of San o Bernardino. rn C. On November 20, 2014, the City issued a Solicitation of Interest for 43 Acre T- Transit Adjacent Site in the Downtown Core of Inland Southern California City (the r "Solicitation"), seeking letters of interest from regional and national developers to E reuse/redevelop the Mall Site. C D. On January 15, 2015, a letter of interest was submitted on behalf of AECOM and E Fransen for the master planning, environmental impact review, disposition and development of the Site. w a E. On February 15, 2015, Developer met with the City and presented its proposed approach for the Project (as defined below). F. On April 20, 2015, the City notified Developer that Developer had been selected, along with three (3) others, from among the seven (7) respondents to the Solicitation, for further consideration by the City. T EXHIBIT Packet Pg.240 G. On June 4, 2015, the City issued a Carousel Mall Developer Interview Phase II questionnaire to Developer and certain other interested parties, and in response thereto, Developer submitted to the City a response letter dated August 2015.. H. On July 16, 2015, the City held interviews with the finalists being considered for the Carousel Mall Project. I. On August 10, 2015, the City sent the final two candidates a follow-up list of questions to further define their respective proposals. J. On September 30, 2015, the City met with the Developer and informed them that they had been selected for the Project. d E K. After meeting with and soliciting input from the City and members of the community, Developer proposes to enter into a master development agreement (an "MDA") with a the City to provide for the following: _ 0 w W Negotiation with and, if possible, entry into agreements with El Corte Ingles providing for the inclusion of the El Corte Ingles Portion in the Project and the San 0, Manuel Band of Mission Indians for the inclusion of the San Manuel Portion in the Project; Z d (ii) Demolition of the Mall Improvements, including associated engineering, environmental remediation, and construction services by AECOM and/or its affiliates; X W (iii) Preparation of a master plan (the "Master Plan") for the redevelopment of the Site in phases, potentially (but not necessarily) including retail buildings and other commercial uses, market rate for sale housing and rental housing, and private and N governmental office buildings, while recognizing and retaining the downtown area's unique 'o architectural fabric and historic building characteristics (collectively the "Project"), subject to City approval; rn 0 (iv) Preparation of an entitlement and environmental impact review program T_ for the Master Plan, subject to City approval (the "Land Use Entitlements Approval 0) Program"); ° (v) Implementation of the Land Use Entitlements Approval Program, E including environmental impact review consulting and other engineering services by AECOM and/or its affiliates; a� E (vi) Construction of new streets through the Mall Site and other infrastructure by AECOM and/or its affiliates; a (vii) Potentially expedited disposition, prior to full implementation of the Land Use Entitlements Approval Program, of (a) portions of the Mall Site to KB Home (as defined in Section 1(b) below) and/or other residential developers for the development of market rate for sale housing; and (b) certain portions of Theater Square; and (viii) Preparation and, with the City, implementation of a program for the disposition of other portions of the Site to qualified developers, including the identification of and EXHIBIT A 2 Pacicet`Pg 241 . ,5Hb negotiation of disposition and development agreements with such qualified developers (which developers may be, but shall not be required to be, affiliates of Developer). L. The Site lies within a Redevelopment Project Area (the "Project Area"), and complies with and furthers the goals and objectives of the Redevelopment Plan for the Project Area. M. On or about June 28, 2011, AB1X 26 (as amended from time to time, the "Dissolution Law") became effective and was added to the laws of the State of California (the "State"), providing for the dissolution and winding down of redevelopment agencies throughout the State, including the Redevelopment Agency of the City of San Bernardino (the "Former Agency"). On January 9, 2012, pursuant to the Dissolution Law, the City elected to serve as c the Successor Agency to the Former Agency (the "Successor Agency"), and the Successor E Agency, as a separate public entity from the City, administers the dissolution and winding down d of the Former Agency. On February 1, 2012, pursuant to the Dissolution Law, the Former a Agency was dissolved by operation of law, and upon dissolution, all assets, properties and contracts of the Former Agency, including the Former Agency properties included in the Site, .2 were transferred by operation of law to the Successor Agency pursuant to the terms of Health & r Safety Code ("H&S Code") Section 34175(b).] Z N. Pursuant to H&S Code Section 34191.5(b) of the Dissolution Act, on September 15, 2015, the Successor Agency prepared and submitted to the California Department of Finance (the "DOF") for approval its Long Range Property Management Plan (the "LRPMP"), as approved by its Oversight Board, that addressed the disposition and use of certain real W properties of the Former Agency, including the potential disposition of the properties. The g LRPMP proposes that the Former Agency properties included in the Site be transferred to the City for future development pursuant to H&S Code Section 34191.5 (c)(2). For properties of the Former Agency to be transferred to the City for future development, implementation of the o LRPMP will require securing one or more compensation agreements with the affected taxing entities pursuant to H&S Code Section 34180 (f)(1) (the "Compensation Agreements"). The City will seek Compensation Agreement(s) with the affected taxing entities after the LRPMP is approved by the DOF. The City's acquisition of the Former Agency properties included in the Site, and its ability to dispose of those properties pursuant to the MDA, will accordingly require c that the DOF first approve the LRPMP and that the City secure Compensation Agreement(s) with the taxing entities. In addition, it is acknowledged that the California Theater has historical E significance and has been officially recognized as a site having such significance, and as aa, consequence there may be restrictions on the nature and extent of development that may be permissible on that site. E O. The Parties desire to negotiate mutually acceptable terms and conditions for such development effort to be set forth in the MDA, which agreement will define the Parties' a rights, obligations, and participation in developing the Project on the Site. AGREEMENT 1. Exclusive Good Faith Negotiations. The City and Developer, during the Negotiation Period defined in Section 4 below, and only for so long as Developer timely meets its obligations under this Agreement, shall negotiate exclusively and in good faith regarding the 3 EXHIBIT kPacket°Pg X242 proposed development and operation of the Project, and the terms of the MDA. Good faith negotiations shall include, without limitation, attending scheduled meetings, directing consultants to cooperate with the other Party to the extent reasonably practicable and necessary to negotiations, providing. information reasonably available and necessary to negotiations, and promptly reviewing and returning any comments on correspondence, reports, documents, or agreements received from the other Party. (a) Initial Housing Project. As previously disclosed to the City, pursuant to a separate agreement between Developer and KB Home California LLC, a Delaware limited liability company ("KB Home"), KB Home desires to acquire a portion of the Mall Site for the development of for sale housing. The terms and conditions of such disposition to KB Home shall be negotiated and incorporated into the MDA. If, pursuant to negotiation of the MDA, it becomes necessary and expedient for the terms of such disposition to be set forth in a separate E disposition and development agreement, then KB Home shall be added to the Developer's team d and be made a party to this Agreement pursuant to an Addendum in form and substance satisfactory to KB Home and the City. Any such disposition and development agreement will be o entered into concurrently with, and subject to the MDA. During the Negotiation. Period, and only for so long as Developer timely meets its obligations under this Agreement and KB Home meets o its obligations hereunder pursuant to such Addendum, the City shall negotiate in good faith with 0 ai Developer and KB Home regarding the proposed development and operation of housing z development at the Mall Site. .N (b) Private Project Financing. As previously disclosed to the City, pursuant to X a separate agreement between Developer and Silverpeak Real Estate Partners, LLC, a w Delaware limited liability company ("Silverpeak"), Silverpeak desires to provide private financing for the development and construction of the Project or portions thereof. The terms and conditions of such financing from Silverpeak shall be negotiated during the Negotiation Period and, if applicable, incorporated into the MDA. o c� U 2. Development Concept/Scope. The negotiations hereunder are based on a development concept that will include components described in Recital K above. o 3. Compliance with Dissolution Law . As described in Recital N above, the City's c acquisition of the Site, and hence its ability to dispose of the Site pursuant to the MDA, will be subject in part to its compliance with the requirements of the Dissolution Law. . The City hereby agrees to timely take such actions as are reasonably necessary in order to comply with such requirements. f4 4. Negotiation Period. The Parties will negotiate the MDA for six (6) months (180 E calendar days) from the Effective Date (the "Negotiation Period"), unless negotiations are sooner terminated as provided herein. When the Negotiation Period expires, this Agreement Q shall automatically terminate. Notwithstanding the foregoing, the Negotiation Period shall automatically be extended for one (1) additional period of six (6) months (180 calendar days) unless (i) the Council of the City of San Bernardino (the "Council") makes a finding that either Developer is not in material compliance with this Agreement or the Parties have not achieved significant progress in negotiation of the MDA, or (ii) Developer has failed to make the sixth (6th) monthly installment of the Deposit to the City pursuant to Section 11.4 below. 4 EXHIESHT packet Pg 2437 �H b If, upon expiration of the Negotiation Period, including any extension as provided above, the the Council has not made the requisite findings and approved: a MDA that the Parties timely execute, then this Agreement shall automatically terminate unless the Council has approved, and the Parties have entered into, a written extension agreement. Upon termination of this Agreement, the Successor Agency and/or the City thereafter may deal with the Site as the Successor Agency and/or the City in their respective sole and absolute discretion may determine. 5. Meetings. The Parties shall jointly prepare a meeting/conference call schedule that anticipates accomplishing the timely negotiation of the MDA. The Parties and City staff shall meet or hold a conference call on average every (4) four weeks. c 6. Proposed Terms and Conditions for MDA. The Parties shall negotiate the E proposed terms for the MDA. The MDA will detail the Parties' rights and obligations for developing, financing, constructing, operating, and disposing of the Project on the Site, and may include, without limitation, the following: 0 6A The matters set forth in Recital K above; ° 0 as 6.2 Participating and cooperating with the City in preparation of the Master z Plan, subject to compliance with all applicable ordinances, requirements, rules, regulations, and 0 policies of the City including, without limitation, applicable zoning ordinances, requirements, U) rules, regulations, and policies, as from time to time amended, and as the applicability thereof x may be limited by vesting subdivision maps and/or a statutory development agreement w proposed to be entered into by Developer or one or more of Developer's assignees and the City; � N 6.3 Developer's sole obligation for determining whether the Site or any part o thereof is suitable for the Project (which determination may include any title concerns, environmental contamination or other matters that Developer may deem reasonably necessary or appropriate for determining suitability); o 6.4 The City's obligations and powers, if any, to permit Developer access to am the Site and right to perform due diligence investigation and tests thereon; NT Z 6.5 The covenants, conditions, and restrictions upon the Site and the Project, E 0 or any part thereof including, without limitation, use, maintenance, construction, powers of f° termination, rights and restrictions of tenants and/or owners; E 6.6 Signage for the Project; w w 6.7 Economic development standards for the Project; a 6.8 Reasonable restrictions on Developer's rights to assign or otherwise transfer any rights and obligations under the MDA, and any property that the City may convey to Developer; EXHIBIT A SHb 6.9 Payment of development costs and fees under the MDA, including master planning, entitlements, impact review, demolition and infrastructure development and construction; 6.10 A mechanism for establishing the disposition price of each development parcel; 6.11 A mechanism permitting Developer (or its constituent members and their respective affiliates) to provide consulting, engineering, design, financing and/or construction services to the developer of any development parcel, including any "public private partnership" for the development on such parcel of a public improvement; r c 6.12 Payment of the costs of (a) third party expenses; (b) civil engineering, other engineering, planning, consulting, architectural and other professional services, including those to be provided in connection with master planning the Mall Site and implementation of the a� Land Use Entitlements Approval Plan; (c) construction services; (d) development management and related services; (e) environmental services, including in connection with remediation of the 2 w Mall Improvements, and (f) construction services, including in connection with demolition of the ;° Mall Improvements and the construction of necessary infrastructure; 0, z 6.13 Participation in the increased value of portions of the Site disposed of to developers or tenants for redevelopment. 6.14 Any other City obligations relating to the Project and its development. w The terms and conditions set forth in this Section 6 are representative and not exhaustive. The Parties do not intend this Agreement to create any legally binding obligations y regarding the content of any MDA. For any MDA or terms thereof, to be enforceable, it must be c contained in a final writing, approved by the Council, after complying with all applicable laws, and must be executed by and delivered to each Party. 0 7. Developer's Principals and Legal Status. Developer shall disclose such information to the the City regarding its principals, legal status, and financial capabilities and rn project experience as the City may reasonably request. ° 8. Financial and Other Information. Developer shall provide the City any financial E information that the City may reasonably request including, without limitation, a true, correct, and complete copy of its most recent financial statement. Developer shall provide the City with c other information, data, and commitments that the City may reasonably request to ascertain Developer's financial and performance capabilities to expeditiously complete the Project on the U Site. Developer will identify any such information that is proprietary, and to the extent permitted by law, the City will use best efforts to maintain the confidentiality thereof, except that the City Q may disclose such information to the City representatives, consultants, employees, and officers, and the City shalt disclose such information as any court or other authoritative body may direct or order. 9. Assignment Prohibited. Developer may not assign any of its member's respective rights or obligations under this Agreement without the express written consent of the City. The City may give or deny consent in its sole and absolute discretion. Notwithstanding 6 EXHIBIT A Packet 06.,245- ion the foregoing prohibition on assignment, with written notice to the Deputy City Manager, AECOM may assign its rights and obligations to an entity over which AECOM Parent retains majority control, provided AECOM first submits to the City a report and substantiating evidence of AECOM Parent's majority control and the entity's assets, financial capability, and applicable experience. Upon any permitted assignment hereunder, AECOM and the assignee shall execute and deliver to the City such documentation as the City may reasonably require. When the City receives all such documentation, the assignee shall thereafter be deemed to be "AECOM," and, along with Fransen, the "Developer", under this Agreement for all purposes. In. addition, AECOM may delegate any consulting, engineering, construction or finance aspect of its obligations hereunder or under the MDA to any entity that is owned by or otherwise an affiliate of AECOM Parent. c 10. Plans, Reports, Studies and Investigations. E (D 10.1 Copies to Agency. Developer shall indemnify, defend, and hold the Q Successor Agency and the City, and their respective representatives, officials, officers, and employees, harmless from any losses, liabilities, claims, causes of action, injuries, or expenses 2 including, without limitation, reasonable attorneys' fees and costs, arising from, relating to, or in any way connected with any plans, reports, studies, and/or investigations (collectively, the rn "Reports"; individually a "Report") respecting the Site and the Project, if any, that Developer z prepares or causes to be prepared during the Negotiation Period, or the preparation thereof, or the use thereof without modification, for the Project. The foregoing indemnity shall not apply where, as described in Section 11.3, the Successor Agency and/or the City or a transferee of x either uses a Report in any form for another project or for the proposed Project with a developer w other than Developer 10.2 Proprietary Rights. If this Agreement terminates for any reason, without v an executed MDA, the City may retain all copies of Reports in its possession. All Reports will o be delivered to the City free of all claims or interest of Developer. If any Report is then v incomplete, and the City wants it to be completed, the City shall pay the costs to complete any such Report or shall reimburse Developer for all out-of-pocket costs and expenses for c completing any such Report. For all such Reports delivered to or coming into the City's possession, the City may demand and Developer shall transfer to the City, without cost, all right, c title, interest, and ownership rights that Developer has or may have to any or all such Reports, and will notify the City of known third party rights, if any, in any Report, such as copyright, trademark, or other use limitations retained by persons other than Developer. Upon the City's request, Developer, at no cost to Developer, will cooperate with the City to obtain any third party rights that may be necessary for the City to use any Report. E 10.3 Use of Reports. After acquiring any Developer rights in any Report and subject to acquiring any third party rights, the City may thereafter use, grant, license, or a otherwise dispose of such Report to any person or entity for Site development or any other purpose. Any City use or the City's transferee's use of any Report in completed or uncompleted form for other projects or for this Project, with a developer other than Developer, will be at the City's risk and without liability or legal exposure to Developer. The City shall indemnify, defend, and hold the Developer, its successors, and assigns harmless from any losses, liabilities, claims, causes of action, injuries, or expenses including, without limitation, attorneys' fees and costs, arising from or relating to the City's transferee's use of any Report for other projects or for 7 EXHIBIT this Project with a developer other than Developer. This indemnity shall not apply where, as described in Section 11.1, the Developer, under an MDA or otherwise, uses a Report or Reports in any form for the Project. 11. Additional Developer Responsibilities. Without limiting any other provision of this Agreement, Developer shall, during the Negotiation Period and any extension thereof, do the following at its sole cost and expense, in furtherance of the negotiation process: 11.1 Meetings. Developer shall meet with the City's staff and representatives to review and understand the planning and design criteria applicable to the Site, and drafting and negotiating the MDA. c 11.2 Reports. Developer shall make oral and written progress reports to the E City and/or its staff as the Deputy City Manager may reasonably request. L 11.3 Rights of Entry. Before entering upon any property within the Site, _ whether for site assessment or other due diligence, Developer shall first obtain a right of entry ° from the Successor Agency (in Successor Agency's customary form and otherwise in form `1 reasonably acceptable to the Successor Agency) or the applicable property owner, and any o°, tenant. Developer may ask the Successor Agency and/or the City to use its best efforts to help z Developer obtain a right of entry upon private property. U) 11.4 Professional Services Costs: Non-Refundable Deposit. Within thirty (30) days after the Effective Date, and thereafter on the first business day of each of the next five (5) w calendar months, Developer will deposit with the City a deposit in the amount of Ten Thousand Dollars ($10,000) (each such deposit, and all such deposits collectively being referred to herein as the "Deposit"). If the Negotiation Period is extended pursuant to Section 4(a) above, then v thereafter on the first business day of each of the next two (2) calendar months, Developer will o deposit with the City an additional deposit in the amount of Ten Thousand Dollars ($10,000), for a total Deposit of $80,000. The City will place the Deposit into an interest bearing account. Developer's failure to deliver timely any Deposit shall be a default of this Agreement. The c Deposit may be used by the City for third party costs in connection with the negotiation of the MDA, including the City's legal fees and financial and other consulting services. Neither the City o nor the Successor Agency shall have any obligation (from the Deposit or otherwise) to reimburse Developer's costs for any Reports prepared prior to the entry into the MDA. L 0 The Deposit shall be non-refundable unless the City shall be found by a court or f° other tribunal having jurisdiction to have materially breached this Agreement, in which event any unused portion of the.Deposit shall be refunded to Developer. E The term "business day" as used in this Agreement means any day other than Q (i) a Saturday or Sunday (ii) a day on which commercial banks in California are authorized or required by law to close or(iii) a day upon which the City is closed. 11.5 Environmental Reports/Studies. Developer shall promptly provide the City with copies of any environmental reports and any other studies of the physical condition of the Mail Site, if any, that Developer prepares, or causes to be prepared, or otherwise obtains 8 EXH I ffit"S' IT A P.;acketpg 24? with respect to the Site or the Project (which shall be deemed to be "Reports" in accordance with Section 10 above). 12. City Responsibilities. The City, during the Negotiation Period and any extension thereof, in furtherance of the negotiation process, will cooperate and assist Developer, as needed, in.fulfilling Developer's obligations hereunder. 13. CEQA and Land Use Approval. This Agreement is not subject to the California Environmental Quality Act (California Public Resources Code §§21000 et seq.), and the State of California CEQA Guidelines (California Code of Regulations §§15000-15387), in each case as may be amended from time to time. ("CEQA"), because the City's actions in approving it are NOT a "project" as defined in CEQA Guidelines Section 15378 and therefore will not result in a physical change in the environment pursuant to CEQA Guidelines Section 15060(c)(2). By E executing this Agreement, the City does not commit to proceed with the Project, and the execution of this Agreement shall not foreclose any alternatives or mitigation measures that a would ordinarily be part of CEQA review, including the alternative of not going forward with the Project. Nothing contained herein shall be deemed to limit, restrict, amend or modify, nor to 2 constitute a waiver or release of the City's police powers, including, without limitation, under any o general plan, zoning ordinances or other City or State land use regulations, CEQA, or other 0 applicable laws. z W 14. Brokers. The City shall not be liable for any real estate commission or brokerage fees arising from, relating to, or in any way connected with, the transactions contemplated by x this Agreement. Developer represents and warrants that it has not engaged any broker, agent, w or finder in connection with such transactions. Developer shall indemnify, defend, and hold the Successor Agency and the City, and their respective representatives, officials, employees, and officers harmless from and against any losses and liabilities including, without limitation, n reasonable attorneys' fees, arising from, relating to, or in any way connected with, any claim by o any broker, agent, or finder for any commission, fee, or other compensation in connection with such transactions or any breach of such representation and warranty by Developer. 0) 0 15. Entire Agreement; Attorneys' Fees; Time is of the Essence. This Agreement represents the entire agreement of the Parties with respect to the matters set forth herein. This CO Agreement may be amended only in a writing signed by the Parties, and approved by the Council. If any Party brings an action or files a proceeding. in connection with the enforcement of its respective rights or as a consequence of any breach by the other Party of its obligations hereunder, then the prevailing Party in such action or proceeding shall be entitled to have its reasonable attorneys' fees and costs and other out-of-pocket expenditures paid by the losing Party. Time is of the essence in this Agreement. E U 16. Nondiscrimination. Developer covenants and agrees that there shall be no Q discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, ancestry, age, or handicap, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Site, nor shall Developer or any person claiming under or through Developer, establish or permit any such practice or practices of discrimination or segregation in the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees of the Site. 9 EXHIBIT A Packet.Pg 248 17. Notices. All notices required or permitted hereunder shall be delivered in person or by facsimile, by overnight courier, or by registered or certified mail, postage prepaid, return receipt requested, to such Party at its address shown below, or to any other place designated in writing by such Party: City: The City of San Bernardino 300 North "D° Street, Suite 600 San Bernardino, CA 92418 Attention: Bill R. Manis, Deputy City Manager E a� w With a copy to: City of San Bernardino a City Attorney's Office 300 North "D" Street, Suite 600 2 San Bernardino, CA 92418 y Attention: Donn Dimicheie 0, Deputy City Attorney IV z as Developer: AECOM Technical Services, Inc. 515 So. Flower Street, Eighth Floor Los Angeles, California 90071 w Attention: Mr. Stephen Reinstein, Director, Integrated Delivery d N 7 And The Fransen Company P 410 Campus Drive, Suite 200 v Newport Beach, California 92660 Attention: Mr. John Fransen ° With a copy to: Liner LLP o 1100 Glendon Avenue, Suite 1400 Los Angeles, California 90024 E Attention: Michael J. Kiely, Esq. Any such notice shall be deemed received upon delivery, if delivered personally or by a facsimile, one day after delivery to the courier if delivered by courier, and three days after deposit into the United States Mail if delivered by registered or certified mail. c Y Q 18. Agreement Limitations. The City is not, by entering this Agreement, committing itself to or agreeing to undertake: (a) land acquisition, (b) land disposition to Developer, (c) land use approvals; or (d) any other act or activities requiring the subsequent independent exercise of discretion by the City or any agency or department thereof. This Agreement does not constitute an agreement by the City to exercise control over property within the Site. This Agreement is merely an agreement to enter exclusive negotiations according to the terms 10 E X HOO I E301 T A Packet Pg 249 hereof, with all final discretion and approval by the City Council as to any MDA, and all proceedings and decisions in connection therewith. 19. Miscellaneous provisions. 19.1 Governing Law and Venue. California law governs this Agreement and its provisions will be construed according to California laws. Venue for filing any action to enforce or interpret this Agreement will be San Bernardino , California. 19.2 Headings. The section headings in this Agreement are for convenience only and do not explain, modify, or add to the meaning of this Agreement. 19.3 Severability.. The provisions of this Agreement are severable. The _ invalidity or unenforceability of any provision in this Agreement will not affect the other provisions. a 19.4 Interpretation. This Agreement is the result of the combined efforts of the o parties. Should any provision be found ambiguous, the ambiguity will not be resolved by construing this Agreement in favor or against any party, but by construing the terms according 0 to their generally accepted meaning. z a� 19.5 Precedence of Documents. If the body of this Agreement and any Exhibit U) or Attachment conflict, the terms in the body of this Agreement will control. Any term or 0 condition in any Exhibit or Attachment that purports to modify the allocation of risk between the W parties is void. 19.6 Successors and Assigns. Subject to the limitation on assignment, this N Agreement is binding upon, and will inure to the benefit of all parties, and their respective c successors and assigns. is U 19.7 Counterparts. The parties may sign this Agreement in counterparts, each o of which when signed and delivered will be deemed an original, and all of which together will constitute one instrument. 0 19.8 Effective Date. The Effective Date of this Agreement shall be the date in r 2015 that both the Successor Agency and the City have duly executed this Agreement. E a� CD E Y Y Q 11 E PacketPg"250 .; EXCLUSIVE NEGOTIATION AGREEMENT among AECOM TECHNICAL SERVICES, INC. and THE FRANSEN COMPANY and THE CITY OF SAN BERNARDINO d E a� IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates and in the year set forth below. 4 c 0 c� THE CITY OF SAN BERNARDINO, a) a California charter city z By: N Name: Allen J. Parker Title: City Manager w Dated: a� APPROVED AS TO FORM N 0 GARY D. SAENZ, City of San Bernardino City Attorney o P By: CD 0 nitle: ChJ0'1f ena E. Grider Y Assistant City E ney Y E V w W Q 12 MEIT A Packet Pg. 251 5Hb EXCLUSIVE NEGOTIATION AGREEMENT among AECOM TECHNICAL SERVICES, INC. and THE FRANSEN COMPANY and THE CITY OF SAN BERNARDINO c d E DEVELOPER: , a AECOM TECHNICAL SERVICES, INC., a a California corporation 0 a� By: z Name: (D Title: U) Dated: November_2015 2 X W M The FRANSEN COMPANY, INC., N a California corporation 'o L M By: v 0 Name: John Fransen Title: President Dated: November 2015 ° r E L ACKNOWLEDGMENT BY SUCCESSOR AGENCY The City of San Bernardino, as Successor Agency to the Redevelopment Agency of the = City of San Bernardino, hereby acknowledges the execution of this Agreement. E By: a Name: Allen J. Parker Title: City Manager Dated: November 2015 13 EX H" ' I B" IT A �r Packet Pg 2T�2 !_ � ,.. + �+ c 4AWN, ia cn t. V U tQ W Q All (3 V 4 - r- O b �+� • t y C: 2 O r� . . '." , t. 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