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ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
ORIGINAL
FROM: Maggie Pacheco
Deputy Director
DATE: June 23, 2005
SUBJECf: REDEVELOPMENT PROJECT STUDY
AND ~DEVELOPMENT ASSISTANCE
AGREEMENT BETWEEN THE
REDEVELOPMENT AGENCY AND
STREET-MANCHESTER, LLC.
SvnoDsis of Previous CommlssionlCouneiVCommlttee Aetion(s):
On June 21st, 2005, Redevelopment Committee Member Longville and Alternate Member Johnson nnanhnnusly voted to
recommend that the Community Development Commission consider this action for approval.
Recommended Motion(s):
(Community DeveloDment Commlluilon)
MOTION A: RESOLUTION OF TIlE COMMUNITY DEVELOPMENT COMMISSION OF TIlE CITY OF SAN
BERNARDINO APPROVING AND AUTHORIZING TIlE EXECUTIVE DIRECfOR OF TIlE
REDEVELOPMENT AGENCY OF TIlE CITY OF SAN BERNARDINO ("AGENCY") (1) TO
EXECUTE TIlE REDEVELOPMENT PROJECf STUDY AND REDEVELOPMENT ASSISTANCE
AGREEMENT WITH STREET-MANCHESTER, LLC ("DEVELOPER"); AND (2) TO INITIATE A
GENERAL PLAN AMENDMENT CHANGING TIlE LAND USE FROM CR.I TO CR.2 WITHIN
TIlE CENTRAL CITY PROJECfS REDEVELOPMENT PROJECf AREA TO ACCOMMODATE
REDEVELOPMENT OF TIlE SITE KNOWN AS TIlE CAROUSEL MALL
Contact Person(s):
Project Area(s)
Gary Van OsdellMaggie Pacheco
Central City Projects
Phone:
(909) 663-1044
1st
Ward(s):
Supporting Data Attached: It! Staff Report It! Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) 0 Letters
FUNDING REQUIREMENTS
SIGNATURE:
$
N/A
Source:
N/A
CommlasionlCouneil Notes:
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COMMISSION MEETING AGENDA
Meeting Date: 07/0512005
Agenda Item Number: f J. ~
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ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
REDEVELOPMENT PROJECT STUDY AND REDEVELOPMENT ASSISTANCE
AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY AND
STREET-MANCHESTER, LLC
BACKGROUND:
On March 29, 2005, an Option to Purchase Agreement was executed between Street Capital
Corporation and Central City Company LLC, Central City Complex LLC and Curci-Turner
Company (collectively "Central City") whereby the Developer has the option to purchase certain
property and buildings known as the Carousel Mall, including the department store and auto
service center formerly occupied by Montgomery Ward and the retail space collectively known
as the Central City Buildings, which are owned by the Central City Company.
The Agency owns the parking lot surrounding the Carousel Mall as well as the parking structure
on the northwest comer of the property and the City owns the common area on the site. The site
also includes two additional vacant department stores, the Harris building owned by EI Cortes
Inglas S.A., a Spanish Company and the former IC Penney building and auto service center
owned by the Upham Development Company, a Texas Limited partnership.
The entire site comprises 44 acres and is bounded by 2nd Street to the south, 4th Street to the
north, "E" Street to the east, and the convergence of West 3rd Street and "G" Street to the west.
CURRENT ISSUE:
The developer proposes to determine the feasibility of developing the site as a mixed-use
development including 300 townhouses, 450 condominium/loft dwellings, and 150 senior/bigb
end-housing units, together with an additional 300,000 square feet of office space, 120,000
square feet of additional commercial/retail space and a ISO-room hotel.
It is therefore proposed that the Agency enter into a Redevelopment Project Study and
Redevelopment Assistance Agreement (the "Agreement") with the Developer, acting on his
behalf as well as on behalf of Central City buildings, either as the owner of the Central City
building or on behalf of the owner of the Central City buildings, subject to the Option to
Purchase Agreement.
The proposed term of the Agreement is one year from the date the Agreement is executed.
Pursuant to the Agreement, the Agency and the Developer will take the necessary actions to
determine the overall feasibility of the proposed land assemblage and development thereof.
Central City Company has executed appropriate signature lines to the Agreement for the purpose
of granting consent to the Agency and the Developer to enter into this Agreement for the purpose
stated above.
P,1Apodu1Colml Dev CommiaionICDC 2005\05-07-oS _.Maochoolcr Sltdoc
COMMISSION MEETING AGENDA
Meetina Date: 0710512005
Agenda Item Number: ~t
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Economic Development Agency Staff Report
Street-Manchester, LLC
Page 2
Staff further proposes that the Commission authorize staff to initiate a general plan amendment
to change the land use designation from CR-! to CR-2 for the subject area as described. CR-!
(Commercial Regional-Malls) District is a unique land use designation intended to maintain and
enhance the CarouseVCentral City and Inland Center malls and adjacent properties and does not
allow for some of the activities proposed. The entire CR-! designation of the mall area is
surrounded by the rest of downtown which is zoned CR-2. CR-2 allows for a variety of urban
related uses such as administrative and professional offices, entertainment, retail, restaurants,
educational institutions, public space, and residential and senior housing. Bearing in mind that
the Carousel Mall is no longer a traditional regional mall in its present form, this general plan
amendment will bring the subject property into uniformity with the rest of downtown and allow
for a mixed-use project as proposed.
ENVIRONMENTAL INPACT:
None.
FISCAL IMPACT:
None.
RECOMMENDATION:
That the Community Development Commission adopt the attached Resolution.
Maggie P heco, Deputy Director
P:1Apndu1Conm Dev ConwniaiooICDC 2005\OS-07-05 _-_hater Sltdoc:
COMMISSION MEETING AGENDA
Meetina Date: 0710512005
Agenda Item Number: If.:1f
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RESOLUTION NO. COpy
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO APPROVING AND
AUTHORIZING THE EXECUTIVE DIRECTOR OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("AGENCY") (1) TO EXECUTE THE REDEVELOPMENT PROJECT
STUDY AND REDEVELOPMENT ASSISTANCE AGREEMENT WITH
STREET-MANCHESTER, LLC ("DEVELOPER"); AND (2) TO INITIATE
A GENERAL PLAN AMENDMENT CHANGING THE LAND USE FROM
CR-! TO CR-2 WITHIN THE CENTRAL CITY PROJECTS
REDEVELOPMENT PROJECT AREA TO ACCOMMODATE
REDEVELOPMENT OF THE SITE KNOWN AS THE CAROUSEL MALL
II
WHEREAS, the Agency owns certain property within the Central City Projects
Redevelopment Project Area (the "Project Area") as generally depicted in Exhibit "A" (the
"Agency Property"); and
WHEREAS, third parties own certain property ("Other Properties") as generally
depicted in Exhibit "A" ("Other Private Property"); and
WHEREAS, the Agency is prepared to consider and study the provision of certain
redevelopment assistance to Street-Manchester, LLC (the "Developer") to facilitate the
assembly of the Agency Property, Private Property and Other Properties (the "Site") into
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developable parcels of land so as to foster, the community economic development goals and
objectives of the City of San Bernardino (the "City") as it relates to the redevelopment plan for
the Project Area and the Agency has designated for such study purposes, the land included
within the perimeters of the tract marked by the boundary lines depicted in Exhibit "A" (the
"Study Area") for such study; and
WHEREAS, the Study Area includes both the Agency Property, Private Property and
Other Properties; and
WHEREAS, the Agency intends to initiate certain additional studies and proposals to
address a number of issues of community concern in the Study Area relating to elimination and
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o 25 prevention of the spread of blight from the Study Area; and
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o WHEREAS, in order to facilitate the develbpment of the Study Area, the land use
2 designation will have to be modified from CR-l to CR-2; and
3 WHEREAS, the Developer is qualified to assist the Agency to undertake the study of
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specific proposals and plans for a coordinated and economically sustainable redevelopment
project in the Study Area, which will require specific study, evaluation, and planning by the
City and Agency, as applicable, of appropriate and feasible community redevelopment program
alternatives; and
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WHEREAS, in accordance with the provisions of the California Environmental Quality
Act (CEQA), a redevelopment study agreement is exempt from the provisions ofCEQA.
NOW, THEREFORE, THE COMMUNITY DEVEWPMENT COMMISSION OF THE
CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS
FOLLOWS:
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Section 1. The Community Development Commission hereby authorizes and
approves the Agreement by and between the Agency and Developer in the form as presented at
the meeting of the Commission at which this Resolution is adopted and hereby authorizes the
Executive Director to execute the Agreement on behalf of the Agency together with such
technical and conforming changes as recommended by the Executive Director and approved by
the Agency Counsel.
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Section 2. The Community Development Commission hereby directs Agency staff
to initiate a General plan Amendment changing the land use designation from CR-} to CR-2 for
the area bounded between "E" Street to the east, the convergence of West 3rd Street and "G"
Street to the west, 4th Street to the north, and 2nd Street to the south to accommodate proposed
re-development of the Site.
Section 3. The Resolution shall become effective immediately upon its adoption.
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RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO APPROVING AND
AUTHORIZING THE EXECUTIVE DIRECTOR OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("AGENCY") (I) TO EXECUTE THE REDEVELOPMENT PROJECT
STUDY AND REDEVELOPMENT ASSISTANCE AGREEMENT WITH
STREET-MANCHESTER, LLC ("DEVELOPER"); AND (2) TO INITIATE
A GENERAL PLAN AMENDMENT CHANGING THE LAND USE FROM
CR-I TO CR-2 WITHIN THE CENTRAL CITY PROJECTS
REDEVELOPMENT PROJECT AREA TO ACCOMMODATE
REDEVELOPMENT OF THE SITE KNOWN AS THE CAROUSEL MALL
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the
9 Community Development Commission of the City of San Bernardino at a
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, 2004, by the following vote to wit:
Abstain
Absent
Secretary
The foregoing resolution is hereby approved this
By:
day of
,2004.
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Judith Valles, Chairperson
Community Development Commission
of the City of San Bernardino
24 Approved as to form and Legal Content:
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REDEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
REDEVELOPMENT PROJECT STUDY AND
REDEVELOPMENT ASSISTANCE AGREEMENT
(STREET - MANCHESTER: CAROUSEL MALL)
. THIS REDEVELOPMENT PROJECT STUDY AND REDEVELOPMENT ASSISTANCE
AGREEMENT is dated as of , 2005 (this "Agreement"), and is entered into by
and between STREET-MANCHESTER, LLC, a California limited liability company, (the
"Developer"), and the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a
body corporate and politic (the "Agency"), in light of the facts set - forth in the following recital
paragraphs:
RECITALS
A. The Agency desires to encourage and effectuate the redevelopment of certain real
property, known generally as the Carousel Mall and comprising approximately forty four (44) acres,
generally bounded by 2nd Street to the south, North "E" Street to the east, East 4th Street to the north,
and the convergence of West 3rd Street and "G" Street to the west (the "Site"), that is depicted on the
"Study Area Map" attached hereto as Exhibit "A"; and
B. The Site lies within the Agency's Central City Projects, Redevelopment Project Area
(the "Project Area"), and is subject to the Project Area's governing redevelopment plan (the
"Redevelopment Plan"); and
C. The Site consists of three (3) vacant department stores, retail shop spaces, a parking lot,
a common area, and two (2) vacant auto service centers; and
D. The Agency owns the parking lot and the City has owned and continues to own the
common area on the Site, as depicted in Exhibit "B" (collectively, the Agency ownerships of certain
real property and the City ownerships of certain real property are referred to herein for conveni~nce
purposes as the "Agency Property"), subject to that certairi Declaration of Restrictions, Construction,
Operation, Restriction and Easement Agreement dated December 24, 1970, and entered into by and
between: the Agency; John S. Griffith & Co., and Curci-Turner Co.; J.C. Penney Company, Inc.;
Monwar Property Corporation; The Harris Company; the City of San Bernardino; Upham
Development Company; and Connecticut General Mortgage and Realty Investments (the "REA"); and
E. Pursuant to that certain Option to Purchase Agreement, executed March 29, 2005, by
and between Street Capital Corporation and (i) Central City Company, LLC, (ii) Central City
Complex, LLC, and (iii) Curci-Turner Company (collectively, "Central City,"), the Developer has the
option to purchase certain real property and buildings comprising the Site, including the department
store and auto service center formerly occupied by Montgomery Ward, and the retail shop spaces
(collectively, the "Central City Buildings"), which are owned by Central City. Said Option to
Purchase Agreement contains the terms and conditions pursuant to which the Central City Buildings
may be purchased by the Developer through and including August 15,2005. The Site, including the
three (3) department stores, the Central City Buildings, and the two (2) auto service centers are owned
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by three (3) separate and distinct third parties, as depicted in Exhibit "B" (the "Private Property"). The
department store commonly known as the "Harris Building" is owned by El Corte Ingles S.A., a
Spanish company. The department store and auto service center formerly occupied by JC Penny
(collectively, the "JC Penney Properties"), is owned by Upham Development Company, a Texas
limited partnership; and
F. Developer proposes to determine the feasibility of developing the Site as a mixed use
development comprised of approximately 300 townhouse units with attached parking, approximately
450 residential/loft/condominium type units with structured parking, approximately 150 senior/high-
end housing units, approximately 300,000 square feet of office space, approximately 120,000 square
feet of commerciaVretail space, and a four-story hotel with approximately 150 rooms, while
recognizing and retaining the Project Area's unique architectural fabric and historic building
characteristics all as illustrated in the Concept Plan A (collectively, the "Project"), and to negotiate
with the Agency on its own behalf if the Developer then is the owner of the Central City Buildings or,
as applicable, on behalf of Central City as the owner of the Central City Buildings, but subject to the
Option to Purchase Agreement or any subsequent real property purchase agreement by the Developer
with Central City for the Central City Buildings, the potential terms of an Owner Participation
Agreement (the "Project OP A"); and
G. The Agency is prepared to consider and study the provision of certain redevelopment
assistance to the Developer which has not been identified as of this date to facilitate the assembly of
the Private Property with the Agency Property into developable parcels of land so as to foster the
community economic development goals and objectives of the Agency and the City of San Bernardino
(the "City"), including the elimination and spreading of blight, as the same relates to the Project Area,
and the Agency has designated the area to be included for such study purposes, the land within the
perimeters of the Site, as depicted in Exhibit "c" which includes a copy of the Concept Plan A (the
"Study Area") for such study; and
H. Based upon information furnished by the Developer to the Agency together with further
investigations conducted by the Agency, the Developer is qualified to assist the Agency to undertake
the study of specific proposals and plans for a coordinated and economically sustainable
redevelopment project in the Project Area, including the Study Area, which will require specific study,
evaluation and planning by the City and Agency, as applicable, of appropriate and feasible community
redevelopment program alternatives; and
I. The Developer and the Agency believe it is appropriate for the Agency, in consultation
with the Developer, to review by Agency staff those studies, reports and investigations conducted by
the Developer as the Project Study Costs as part of a program for the study of feasible redevelopment
programs for the Study Area, subject to the terms and conditions as set forth below; and
J. Central City has executed the appropriate signature lines of this Agreement solely for
the purpose of granting its consent for the Agency and the Developer to enter into this Agreement for
the purposes as stated herein with the full knowledge and concurrence of Central City.
Notwithstanding the foregoing, no covenant, conditions, restrictions or agreements pursuant to or
arising out of this Agreement, shall affect the Central City Buildings and/or Central City, unless and
until the Developer becomes the owner of the Central City Buildings.
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NOW THEREFORE, IN CONSIDERA nON OF THE MUTUAL COVENANTS AND
PROMISES SET FORTH HEREIN, THE DEVELOPER AND THE AGENCY HEREBY AGREE,
AS FOLLOWS:
1. The Ne2otiation Period and the Term of Aereement.
a. The rights and duties of the parties established by this Agreement shall commence
following its approval by the governing body of the Agency when it has been fully executed by the
parties within the period of time authorized in Section 17 (such date being the "Effective Date"). This
Agreement will continue in effect until a date which is twelve (12) months from the Effective Date
unless such date shall have been first extended as authorized under Section l.b(2). Such time period
during which this Agreement shaH be in effect (including any extensions of time approved by the
Agency) is referred to as the "Negotiation Period".
b. This Agreement shall automatically terminate, without further notice or action, and be
of no further force or effect twelve (12) months following the Effective Date, unless prior to that time:
(1) the parties execute the Project OPA, as described below, which will include, without
limitation, other relevant community redevelopment covenants acceptable to the Agency and such
other terms and conditions mutually acceptable to the parties, in which case this Agreement shall
terminate on the effective date of the Project OPA; or,
(2) the Project has been submitted to the Planning Commission, but additional time is
necessary to complete processing by the Planning Commission and City Council for final approval of
the environmental impact report ("EIR") or any other California Environmental Quality Act ("CEQA")
document, and all entitlements for the Project, in which case the Negotiation Period may be extended
upon delivery of a notice of extension from the Developer to the Agency for a period of time not to
exceed an additional one hundred twenty (120) days; or,
(3) During the processing of the Project it is determined that the EIR must be re-circulated,
in which case the Negotiation Period may be extended upon delivery of a notice of extension from the
Developer to the Agency for a period of time not to exceed an additional one hundred twenty (120)
days; or,
(4) Following final approval of the EIR and obtaining of all entitlements, a lawsuit is filed
challenging such approvals, in which case the Negotiation Period may be extended either (i) upon
delivery of a notice of extension from the Developer to the Agency for a period of time not to exceed
an additional one hundred eighty (180) days, or (ii) for such longer period of time as may be required
while such legal challenges are pending and as needed to prepare and certify a new EIR, or to revise,
re-circulate and certify the EIR and/or revise and re-approve entitlements, if necessary, as a result of
any threat of challenge, or the settlement or judgment in a lawsuit; or
(5) the parties each agree to extend the term of this Agreement in writing to a specific date,
subject to the Agency first making a finding in its sole discretion that satisfactory progress is being
made to complete the activities to be performed by the Developer set forth in Section 3 if so
determined by the Agency Executive Director for one (I) additional extension period not to exceed one
hundred and twenty (120) days; or
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a party tenninates this Agreement as provided under Section 19 or Section 20, as
2. DeveloDer Acknowledements.
a. The Developer hereby acknowledges and agrees that no provision of this . Agreement
shall be deemed to be an offer by the Agency or an acceptance by the Agency of any offer or proposal
from the Developer to convey any interest in the Agency Property or the Private Property to the
Developer. Any studies relating to the Study Area, the Agency Property or the Private Property, and
the Project that may hereafter be undertaken by the Developer, in its sole discretion shall be the sole
responsibility of the Developer and shall not be deemed to be undertaken for the benefit of the Agency,
or the City.
b. The qualifications and identity of the Developer and its principals are of particular
concern to the Agency. The Agency relied on these qualifications and identity in entering into this
Agreement with the Developer. During the tenn of this Agreement, no voluntary or involuntary
successor-in-interest of the Developer shall acquire any right or power under this Agreement. The
Developer shall not assign all or any part of this Agreement or any rights hereunder, without the prior
written approval of the Agency Executive Director, which approval shall not be unreasonably
withheld, provided the Developer can demonstrate to the reasonable satisfaction of the Agency
Executive Director that the Assignee has the financial capability and the experience necessary to
develop the project to the same standard of quality that would have been undertaken by Developer.
Notwithstanding the foregoing, Developer shall have the right to assign this Agreement and its rights
hereunder to an entity, which controls, is controlled by or is under common control with the
Developer, or its principals, members or affiliates.
c. The Developer shall promptly notify the Agency in writing of any and all changes
whatsoever in the identity of the business entities and individuals either comprising or in control of the
Developer, as well as any and all changes in the interest or the degree of control of the Developer by
any such party, of which infonnation the Developer or any of its partners or officers have been notified
or may otherwise have knowledge or infonnation. Upon the occurrence of any significant or material
change, whether voluntary or involuntary, in membership, ownership, management or control of the
Developer (other than such changes occasioned by the death or incapacity of any individual) that has
not been approved in writing by the Agency Executive Director, prior to the time of such change, the
Agency may tenninate this Agreement by serving written notice of such tennination, referencing this
Section, on the Developer.
3. Proiect Study.
a. Within thirty (30) days following the Effective Date, the Developer shall initiate the
preparation of a feasibility study for the redevelopment of the Project proposed by the Developer (the
"Project Study"). The Developer shall retain the services of a finn, or finns, of community
redevelopment planning, engineers, architects, land use planners and environmental consultants to
produce all necessary reports, studies and environmental documentation and other investigations,
surveys and reports appropriate in connection with the Project Study and the evaluation of the Project
proposed by the Developer and for the processing of all entitlements required to be obtained from the
City together with the required enviranmental review and processing. All third party costs incurred by
the Developer as part of the preparation of the Project Study shall be paid solely by the Developer in
accordance with Section 4 of this Agreement.
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On a best efforts basis, the Developer shall cause the initial phase of the Project Study as
evidenced by the completion of an "Initial Study" as this term is defined under CEQA to be completed
for the Project within ninety (90) days, following the Effective Date. As used herein, the term "best
efforts basis" and "best efforts" whether applicable to the Developer or the Agency or any other person
or entity not a party to this Agreement, shall mean that such entity, person or party shall perform the
required action item in a timely and diligent manner and shall be responsible to incur reasonable costs,
unless otherwise limited in a particular instance, in an effort to accomplish the intended result but
without any guaranty or warranty as to the final outcome or result of any such efforts. The Initial
Study as prepared by the Developer shall be reviewed by the Agency staff for general conformity with
this Agreement. Thereafter, provided the Developer has completed the studies described in Section 3e
(A) and (B) in sufficient detail to be mutually acceptable to the Developer, Agency and the City, the
CEQA process shall commence within thirty (30) days thereafter. Subject to the privilege of the
Developer to suspend the Project Study prior to its completion as set forth in Section 19, each of the
parties presently believes that the Project Study can be completed, including without limitation, the
conduct of a public hearing on a final environmental initial study document for the Project, within nine
(9) months following the Effective Date.
b. The Developer may modify the description of the Project at any time; provided
however, that substantial modifications of the Project shall:
(i) be subject to the acceptance and approval of the Agency Executive
Director which approval shall not be unreasonably withheld, conditioned or delayed;
(ii) depending on the nature of such a modification, a suitable modification
of the environmental and other elements of the Project Study as modified, may also be
indicated.
The Agency and the Agency Executive Director may request that the Developer consider
modifications to the description of the Project from time-to-time. The final form of each such
modification shall be subject to the reasonable approval of the Agency Executive Director and the
Developer.
c. The Agency shall on a best efforts basis during the course of the Project Study consider
the specific terms and conditions of redevelopment assistance which the Developer may propose to
include in the Project OP A; provided, however, the Agency reserves the sole and absolute discretion to
accept, reject or modify any such proposed term or condition to the Project OP A in its sole discretion.
d. All third-party consultants, if any, retained by the Agency to review any study; report or
document prepared by or on behalf of the Developer as part of the Project Study shall be subject to the
sole control and direction of the Agency. The work product of any such person shall be the property of
the Agency and the Agency shall have the right to use and republish such work product for any
purpose
e. Subject to the terms and conditions of this Agreement, the Developer shall undertake an
economic feasibility study of the Project as part of the Project Study consisting of the elements as set
forth below:
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(A) preparation by the Developer in consultation with the Agency of a preliminary
financial feasibility study/analysis for the development of the Project on the Site, setting forth the plan
for acquisition of the Private Property and the phasing of Project development, if any, and an estimate
of development costs, project income, and a proforma statement of Project capital return including,
without limitation, the following:
(I) projections of Project income and operating expenses; and
(2) projections of debt and equity that will be required of the Developer to
undertake the Project including construction and permanent financing of the
private structures and infrastructure financing for all publicly owned facilities;
and
(3) projections of Project cash flow; and
(4) projections of public (City, State and Federal) financial assistance anticipated
for the Project including source, dollar amount, timing of the necessity for such
funds and the probable repayment source; and
(5) projections of overall development costs, including private and public
improvements, Project assessed values, revenues designated by sources and
dollar amounts, transient occupancy taxes, sales and property taxes.
An initial draft of a document including the study elements identified in subparagraph (I)
through (5) above shall be completed by the Developer and submitted to the Agency within ninety (90)
days following the Effective Date. Thereafter the parties shall refine the draft document as submitted
by the Developer in accordance with a schedule to be mutually agreed upon for the refinement of the
work for such studies, including the content and scope thereof, to be mutually approved by the parties.
(B) Prior to the time when the Initial Study is completed, as determined pursuant to
CEQA, the Developer in consultation with the Agency, shall have prepared a proposed conceptual
development plan for the Project, to include, without limiting:
(1) proposed land use categories on a parcel-by-parcel basis, including proposed
zoning and General Plan changes, if any, necessary to accommodate the Project;
and
(2) proposed time schedule and cost estimates for the development and proposed
public and private infrastructure upgrades, proposed publicly owned facilities,
public improvements, public infrastructure and private development; and
(3) proposed financing plan identifying the timing of receipt by the Developer and
the Agency, as applicable, of the financing sources for all private and public
improvements proposed in the Project, by phase, if applicable; and
(4)
proposed financing plan for the acquisition by the Developer and/or the Agency
of any Private Property as necessary for the Project.
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The conceptual development plan for the Project as described above may be revised
from time-to-time in accordance with a schedule of preparation and revisions as may be mutually
approved by the parties.
f. Within sixty (60) days after the Effective Date, the Developer shall inform the Agency
in writing whether, based on the information set forth in Section 3.e.(A), the Developer believes that
the Project is feasible prior to the time when a "Notice of Preparation" or a "Notice of Intention to
Adopt a Negative Declaration" as these terms are defined in CEQA, as applicable, has been circulated.
Thereafter, the Developer and the Agency may proceed to negotiate the final form of an agreement, in
which the specific terms for the redevelopment of the Site may be set forth on terms mutually
acceptable to the parties as may be contained in the Project OP A.
g. The Developer shall submit each of the items of information described in this Section to
the Agency Executive Director, within the time periods set forth above. Within twenty (20) calendar
days after receipt of any such information, the Agency Executive Director shall determine whether
such information is satisfactory. If the specific item of information is unsatisfactory to the Agency
Executive Director, he or she shall notify the Developer in writing of the reason or reasons that the
information is unsatisfactory. If the Agency Executive Director does not make a determination
regarding any item of information submitted by the Developer under this Section 3, within twenty (20)
calendar days of receipt of such information, the information shall be deemed submitted in acceptable
form by the Agency. The determinations to be made by the Agency Executive Director under this
subsection shall in no manner bind or constitute the approval of the Agency regarding, without
limitation, plans, specifications, engineering, architecture, uses, tenants, sale prices, rental rates, the
Project or the Project OP A.
4. Proiect Study Costs.
For the purposes of this Agreement, "Project Study Costs" shall mean and refer to the costs and
expenses of third party consultants who are engaged by the Developer under written contract to
undertake one or more elements of the Project Study including the environmental review and
processing and the preparation of all required studies and reports in furtherance of the entitlements to
be requested by the Developer from the City. Project Study Costs shall include third party costs
incurred by Developer in connection with the preparation or submission of any information relating to
the Project on which any element of the Project Study may be based, including civil engineering
expenses, traffic consultant fees, architectural fees, accounting fees and the like. In addition to the
Project Study Costs incurred and paid by the Developer, each party shall bear its own legal fees and
costs and for consultants and service providers, which such party engages. Notwithstanding the
foregoing, the Developer understands that the Agency may request, and the Developer shall consider,
that the Developer enter into separate written agreement(s) pursuant to which the Developer would
reimburse the Agency for specifically budgeted, identified and capped third party independent
consultant costs, which the Agency may desire, based on staffing unavailability, to review the Project
Study. The Developer further recognizes that it will be required by either the City or the Agency as the
"lead agency" under CEQA to enter into a separate agreement for all additional costs that may be
incurred in such "lead agency" capacity to review and process all CEQA documents to be prepared by
or on behalf of the Developer as the Project Study Costs.
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5. Obli2atioDs of the DeveloDer.
During the Negotiation Period, the Developer shall proceed diligently and in good faith to
perform the following:
a. Consider the redevelopment of the Project, including without limitation the selection of
tenants and the design of improvement elements as appropriate for the Project; and
b. Review and provide the Project Study information described in Section 3 and provide
all draft versions of any CEQA document required by the City to be prepared by the Developer as part
of the Project Study and the Project OP A and, if acceptable to the Developer, submit an executed copy
of the final form of the Project OP A to the Agency Executive Director on or before the end of the
Negotiation Period (or such later date corresponding to an authorized extension of the Negotiation
Period); and
c. Consult with the Agency and the' Agency Executive Director on a regular basis and
keep the Agency and the Agency Executive Director advised on the progress of the Developer in
completing its obligations under this Agreement.
6. A2encv Not to Ne20tiate with Others.
a. The Agency, currently, deems the disposition of the Agency Property and the
redevelopment of the Site for a feasible Project to be appropriate, and the Developer appears to be well
qualified to undertake the task of planning the details for the acquisition of the entire Site, including
the sale of the Agency Property to the Developer.
b. During the Negotiation Period, and subject to the Agency's compliance with the
California Community Redevelopment Law ("CRL") and the Agency's Owner Participation Rules
regarding the rights of owners and tenants, the Agency shall negotiate exclusively with the Developer
with respect to the Site during the Negotiation Period, the Agency shall not negotiate with any other
person or entity regarding either the disposition of any of the Agency Property or the redevelopment of
the Project on the Site and/or the Study Area. The term "negotiate," as used herein, shall be deemed to
preclude the Agency from accepting any other offer or proposal from a third party to either acquire
from the Agency any interest in any of the Agency Property (in whole or in part) or redevelop the Site,
and from considering other redevelopment proposals for the Site with third persons or entities;
provided, however, any person may submit and the Agency may consider any proposal for the
disposition and/or redevelopment of any lands adjacent to the Site. Nothing contained herein shall be
interpreted to prevent or limit the requirement and the ability of the Agency to negotiate with and
obtain property interests in any real property or business interest located within the Site when such
third party is exercising their rights pursuant to the Agency's Owner Participation Rules as required
under the CRL. Such exempted transactions from the limitations of this Section shall include the
Harris Building, the IC Penney Properties and the various business tenants presently or hereafter
located in the Central City Buildings.
c. During the Negotiation Period, the Agency may in its' sole discretion, elect to acquire
any Private Property as the Agency may deem appropriate on such terms and conditions as the Agency
may approve. Nothing herein shall be deemed to be a commitment or understanding by the Agency to
the Developer to acquire any such Private Property as may be offered for sale or which otherwise may
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become available for acquisition during the Negotiation Period and the Agency shall not be deemed to
have appropriated or made available any funds therefore.
d. Nothing in this Agreement shall bind the Agency to, or be construed to be a
commitment by the Agency to, exercise its power to acquire property pursuant to Health and Safety
Code section 33391 or to exercise its power of eminent domain with regard to any particular parcel or
parcels comprising the Site. As may be further provided in the Project OPA, the Agency may be
requested, however, to consider in good faith, consistent with any applicable provision of law, any
request to the Developer that the Agency exercise its power of eminent domain with regard to any
particular parcel or parcels comprising the Site. In no event shall the Agency have any liability to the
Developer for the Agency's failure to act upon the Developer's request, nor shall the Agency exercise
its power of eminent domain unless and until the governing board of the Agency (the "Agency's
Board") has duly considered the evidence before it as to whether the affected property is necessary for
a public use and, in the exercise of the Agency's Board's sole discretion, has adopted a resolution of
necessity after a duly notice public hearing, and has otherwise complied with the provisions of the
Californian Eminent Domain Law, Code of Civil Procedure section 1230.010, et seq. The Project
OP A shall additionally set forth the financial obligations of the Developer for the payment of the costs
of such eminent domain proceeding, including appraisal costs, expert witness fees and legal expenses,
whether through the purchase price of the property so acquired or otherwise.
e. Notwithstanding any other provision of this Agreement, during the Negotiation Period,
the Agency shall not be precluded from furnishing, to persons or entities unrelated to the Developer,
information in the possession of the Agency relating to the redevelopment of any other land owned or
controlled by the Agency in close proximity to the Site, except for the Study Area. Consideration of
the redevelopment of the Project Area under the terms of the Redevelopment Plan shall remain in the
sole and exclusive purview of the Agency. The Agency may also provide any other information in its
possession that would customarily be furnished to persons requesting information from the Agency
concerning its activities, goals and matters of a similar nature, or as required by law to be disclosed
upon request.
7. Ae:encv Cooperation.
During the Negotiation Period, the Agency shall:
a. At the request of Developer, use its best efforts to assemble written materials
and documents relating to the Site that are in the possession of the Agency.
b. Use its best efforts to provide appropriate comment to the Developer with
respect to one or more conceptual development plans, as may be proposed by the Developer for the
Project, and the redevelopment of the Site, including, but not limited to, conceptual plans or studies of
vacation, realignment or abandonment of public property and facilities, the installation and
improvement of public improvements and environmental evaluation of the Project.
c. Use its best efforts to provide the Developer with limited access to those
portions of the Site owned by the Agency and the City and referred to herein as the Agency Property,
during the Negotiation Period, for the purpose of conducting customary due diligence investigations
thereon, including environmental investigations of the subsurface or any structure thereon, subject to
the terms and conditions of a separate environmental investigation and inspection license agreement to
be agreed upon by the Agency and the Developer, at some later date, if applicable.
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d. Use its best efforts to provide Developer with information or copies of studies
o performed or to be performed relative to the Project Area.
e. Use its best efforts to formalize the Project OP A with the Developer, wherein
the Agency agrees to transfer to the Developer the Agency Property for such consideration to be
agreed upon, including the development of the Concept Plan A as attached hereto as Ex!llbit "D", in
exchange for the release of the Agency and the City from the REA, under which the City is currently
obligated to pay approximately one million dollars ($1,000,000) annually in maintenance and
management expenses.
f. Use its < best efforts to assist the Developer in obtaining the entitlements
necessary to develop the Project on the Site but without the incurring of any independent consultant or
legal expenses.
g. After such time as the Developer has established to the reasonable satisfaction of
the Agency Executive Director that it has the right and ability to purchase the Central City Buildings,
the Agency shall use its best efforts to commence the process required under the CRL and other
applicable law for the agency to provide notices of owner participation rights, to the extent required, as
a condition precedent to the ability of the Agency to either acquire the Harris Building and the JC
Penney Properties through a voluntary acquisition or to consider adopting a resolution of necessity and
utilizing its power of eminent domain. Any such acquisitions, including the costs related thereto for
appraisals, expert witnesses and legal expenses, shall be with funds provided by the Developer all as
may be set forth in a separate written agreement or the Project OPA
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h. Use its best efforts without the incurring of any consultant or legal expenses to
utilize Agency staff personnel to expedite compliance under CEQA for the Project, including, without
limitation, any zoning changes, adoption of a Specific Plan, General Plan amendments, a Statutory
Development Agreement, and all other entitlements necessary for the development of the Project on
the Site, suggested by the Developer in its proposed conceptual development plan, referred to in
Section 3e(B) above, or at any other time during the Negotiation Period.
8. Nel!otiation of Proiect OPA.
During the Negotiation Period, the Agency and the Developer shall negotiate diligently and in
good faith to prepare and enter into the Project OP A. Both of the parties shall exercise best efforts to
complete discussions relating to the final terms and conditions of the Project OP A and such other
matters, as may be mutually acceptable to the parties for the redevelopment of the Project on the
Property, prior to the expiration of the Negotiation Period but neither party, after such diligent and
good faith negotiations, shall be bound by any term or provision of this Agreement to complete any
such negotiations or to execute any final Project OPA.
9. Consideration for tbis Al!reement and Reservation of Ril!bts.
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In consideration for the Agency's entering into this Agreement, the Developer will undertake its
obligations under this Agreement and provide the Agency with copies of all studies and reports and
other information generated by the Developer or its consultants regarding the Project or the Site. The
parties agree that, if this Agreement terminates for any reason, the Agency fails to extend the
Negotiation Period, or the Project OP A is not finally approved by the Agency, for any reason, neither
4850-9725-1584.1 10
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party shall be under any further obligation to the other regarding the disposition, acquisition, reuse,
redevelopment or development of the Project or the Site.
10. Planninl! and Desil!n: Related Acknowledl!ments of the Parties.
Certain development standards and design controls for the Project may be established between
the Developer and the Agency in negotiation of, or in the final fonn of, the Project OP A, but it is
understood by both parties that the Project and the redevelopment of the Site must confonn to City's
development, design and architectural standards. The Agency staff shall use best efforts to cooperate
with the Developer's professional associates in providing infonnation and assistance in connection with
the Developer's preparation of drawings, plans and specifications. Nothing in this Agreement shall be
considered approval of any plans or specifications for the Project or the Site, itself, by either the
Agency or the City.
11. Developer Financial Disclosures.
The Developer acknowledges that it may be requested to make certain confidential financial
disclosures to the Agency, its staff or legal counsel, as part of the financial due diligence investigations
of the Agency relating to the potential disposition of the Property to the Developer. The parties
recognize that such financial disclosures may contain sensitive infonnation relating to other business
transactions of the Developer, that the disclosure of such infonnation to third parties could impose
commercially unreasonable and/or anti-competitive burdens on the Developer and, correspondingly,
diminish the value or fiscal benefit that may accrue to the Agency upon the disposition of the Property
to the Developer, if tenns for such disposition are mutually agreed upon. Accordingly, the Agency
agrees to maintain the confidentiality of any of Developer's financial and/or proprietary infonnation
that is exempt from disclosure as a Public Record pursuant to Government Code Sections 6254.15 and
6255. Developer shall indemnify, defend (subject to the approval of Developer's legal counsel by the
City Attorney), and hold harmless, including attorney's fees, the City of San Bernardino and the
Redevelopment Agency from any action, lawsuit, or other proceeding initiated to obtain access to
documents that may be detennined to be exempt from disclosure pursuant to the applicable provisions
of the Public Records Act. The costs, salary and expenses of the City Attorney and members of his
office in representing the City and/or the Agency shall be considered as "attorney's fees" for the
purposes of this paragraph.
12. Nondiscrimination.
The Developer shall not discriminate against nor segregate any person, or group of persons on
account of race, color, creed, religion, sex, marital status, handicap, national origin, sexual orientation,
or ancestry in undertaking its obligations under this Agreement.
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13. Compliance witb Law.
o The Developer acknowledges that the Project OPA, if mutually agreeable terms are established,
is likely to require the Developer (among other things) to carry out the construction of certain
improvements in conformity with all applicable laws, including all applicable planning and zoning
laws, environmental planning and safety laws and federal and state labor and wage laws.
14. Required Approvals.
No Project OP A between the parties shall have any force or effect, nor shall the Agency be
deemed to be a party to any agreement for the disposition of real or personal property to the Developer,
until the terms and conditions of the Project OPA are considered and approved by the governing body
of the Agency, following the conclusion of a public hearing, as required by law.
15. Press Releases.
The Developer agrees to discuss any press releases it may propose relating to the Site with the
Agency Executive Director or his/her designee, prior to publication, to assure accuracy and
consistency of the information.
16. Notices.
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All notices required hereunder shall be presented in person or by FAX and confirmed by First
Class certified or registered United States mail with return receipt requested. Notice shall be deemed
confirmed by United States mail effective the second business day after deposit with the United States
Postal Service. Notice by personal service shall be deemed effective upon delivery. Either party may
change their address for receipt of notice by notifying the other party in writing.
TO DEVELOPER:
Street-Manchester, LLC
18800 Von Karman Avenue, Suite 100
Irvine, California 92612
Attn.: J. Harold Street
(949) 474-7999
TO AGENCY:
Redevelopment Agency of the City of San Bernardino
201 North "E" Street, Suite 301
San Bernardino, California 92401
Attn.: Executive Director
(909) 663-1044
17. Acceptance of A2reement bv tbe Developer.
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The Developer shall acknowledge its acceptance of this Agreement by delivering three (3)
counterpart executed copies of this Agreement signed by at least two (2) authorized officers of the
Developer. The delivery by the Developer to the Agency of the executed counterpart copies of this
Agreement shall be completed within thirty (30) days following the approval of this Agreement by the
Agency's Board or thereafter this Agreement shall have no further force and effect with respect to
either party.
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18. Authoritv.
This Agreement may be executed in counterparts, and when fully executed by the parties, each
such counterpart shall be deemed to be one original document. Each signatory to this Agreement
represents and warrants that he or she has the authority to execute this Agreement on behalf of the
principal whom he or she purports to represent.
19. Optional Termination Bv Developer.
. Provided the Developer is not in default, the Developer may in its sole and absolute discretion
exercise an election to suspend the Project Study, and this Agreement shall terminate and the parties
shall be mutually released from any further obligations hereunder; provided that the Developer gives
thirty (30) days' prior written notice to the Agency and has paid all amounts of Agency expenses that
were incurred by the Agency in reliance upon any separate written agreement(s), which may be entered
into, wherein the Developer agrees to reimburse the Agency for specifically budgeted and identified
third party independent consultants, which the Agency may desire to retain due to the unavailability of
staff to review the Project Study. .
20. Defaults and Breach - General.
Failure or delay by either party to perform any material term or provision of this Agreement
shall constitute a default under this Agreement; provided, however, that if the party who is otherwise
claimed to be in default by the other party commences to cure, correct or remedy the alleged default
within thirty (30) calendar days after receipt of written notice specifying such default and shall
diligently complete such cure, correction or remedy, such party shall not be deemed to be in default
hereunder.
The party, which may claim that a default has occurred, shall give written notice of default to
the party in default and specifying the alleged default. Delay in giving such notice shall not constitute
a waiver of any default nor shall it change the time of default; provided, however,. the injured party
shall have no right to exercise any remedy for a default as set forth herein without delivering the
written default notice as specified herein.
Any failure or delay by a party in asserting any of its rights and remedies as to any default shall
not operate as a waiver of any default or of any rights orremedies associated with such a default.
In the event that a default of either party may remain uncured for more than thirty (30) calendar
days following written notice, as provided above, a "breach" shall be deemed to have occurred. In the
event of a breach, the party who is not in default shall be entitled to seek any other appropriate remedy
by initiating legal proceedings. The successful party in any such legal proceeding shall be entitled to
recover its reasonable attorney's fees as an element of its damages, either as part of such legal
proceedings or in a separate legal action to recover such attorney's fees. The costs, salary and
expenses of the City Attorney and members of his office in enforcing this Agreement shall be
considered as "attorney's fees".
In the event that a breach has occurred under this Section 20, the party who is not then in
default may terminate this Agreement by serving the other party with a written notice of termination,
and thereafter the Agreement shall terminate thirty (30) days following the date of service of the notice
of termination on the other party.
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21. Governine Law: Venue.
The parties hereto acknowledge that this Agreement has been negotiated and entered into in the
State of California. The parties hereto expressly agree that this Agreement shall be governed by,
interpreted under, and construed and enforced in accordance with the laws of the State of California.
Further, the parties to this Agreement hereby agree that any legal actions arising from this Agreement
shall be filed in California Superior Court, in the Court of San Bernardino, Central District.
22. Partial Invaliditv.
If any term, provision or portion of this Agreement or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision or portion thereof to persons or circumstances other than those as
to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and
provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.
23. No Intent to Create Third Partv Beneficiaries.
The parties intend that the rights and obligations under this Agreement shall benefit and burden
only the parties hereto, and do not intend to create any rights in, or right of action to or for the use or
benefit of any third party, including any governmental agency, who is not one of the parties to this
Agreement.
24.
Waivers.
No waiver of any breach of any covenant or provision herein contained shall be deemed a
waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein
contained. No extension of the time for performance of any obligation or act to be performed herein
shall be deemed to be an extension of the time for performance of any other obligation or act to be
performed under this Agreement.
25. Entire Aereement.
This Agreement (including all Exhibits attached hereto) is the final expression of, and contains
the entire agreement between, the parties with respect to the subject matter hereof and supersedes all
prior understandings with respect thereto. This Agreement may not be modified, changed,
supplemented or terminated, nor may any obligations hereunder be waived, except by written
instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise
expressly permitted herein. This Agreement may be executed in one or more counterparts, each of
which shall be an original, and all of which together shall constitute a single instrument.
26. Time of Essence.
Except as provided in Section 19 of this Agreement, time is stric~ly of the essence with respect
to each and every term, condition, obligation and provision hereof and that failure to timely perform
any of the terms, conditions, obligations or provisions hereof by either party shall constitute a material
breach of and a non-curable (but waivable) default under this Agreement by the party so failing to
perform.
4850.9725-1584.\ 14
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27. Construction.
Headings at the beginning of each section, paragraph and subparagraph are solely for the
convenience of the parties and are not a part of this Agreement. Whenever required by the context of
this Agreement, the singular shall include the plural and the masculine shall include the feminine and
vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but
rather as if both parties had prepared the same. Unless otherwise indicated, all references to sections
are to this Agreement. All exhibits referred to in this Agreement are attached hereto and incorporated
herein by this reference.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the dates
indicated next to each of their signatures as appear below.
DEVELOPER
STREET-MANCHESTER, LLC,
a California limited liability company
Dated:.JU/Le :3e; '7tf t't3
'l '
By: ._?//$/~
Dated:
By:
AGENCY
Redevelopment Agency of the City of San Bernardino,
a public body corporate and politic
Date:
By:
Gary Van Osdel, Executive Director
APPROVED AS TO FORM:
Ag~j/t!/L
4850,9i25,1584, I 15
263122.1001659.00016162005,1022AM
C '.Maln"Curcl .Carousel ~1a:I' 7 .OSSlreet.\lan.cheslerICarouseIMall)Pro.icc:Slud~ Agreemem rtf
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27.. Construction.
Headings at the beginning of each section, paragraph and subparagraph are solely for the
convenience of the parties and are not a part of this Agreement. Whenever required by the context of
this Agreement, the singular shall include the plural and the masculine shall include the feminine and
vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but
rather as if both parties had prepared the same. Unless otherwise indicated, all references to sections
are to this Agreement. All exhibits referred to in this Agreement are attached hereto and incorporated
herein by this reference.
IN WITNESS WHEREOF. the undersigned have executed this Agreement on the dates
indicated next to each of their signatures as appear below.
DEVELOPER
STREET-MANCHESTER. LLC,
a California limited liability company
Dated: /')(A:.3C' t2((v
;/_ /J
lA'h, '
( '///)Il~
,
By:
Dated:
By:
AGENCY
Redevelopment Agency of the City of San Bernardino,
a public body corporate and politic
Date:
By:
Gary Van Osdel, Executive Director
APPROVED AS TO FORM:
4850-9725-1584.1 15
263122 I 0016590001 6162005 -1022 A~1
C '...\tam Curd,Carousel Mall" 7 .05Streel.~'1anchester(CarouseIMa::)ProJectStudyAgreement rtf
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_I.
Construction.
Headings at the beginning of each section, paragraph and subparagraph are solely for the
convenience of the parties and are not a part of this Agreement. Whenever required by the context of
this Agreement, the singular shall include the plural and the masculine shall include the feminine and
vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but
rather as if both parties had prepared the same. Unless otherwise indicated, all references to sections
are to this Agreement. All exhibits referred to in this Agreement are attached hereto and incorporated
herein by this reference.
IN WIThESS WHEREOF. the undersigned have executed this Agreement on the dates
indicated next to each of their signatures as appear below.
DEVELOPER
STREET-MANCHESTER, LLC,
a California limited liability company
Dated: ;J2~1L~ :3t;'l~t'.5'
By:
0'1-1- .
i Y/#;'llu'/
r
Dated:
By:
AGENCY
Redevelopment Agency of the City of San Bernardino,
a public body corporate and politic
Date:
By:
Gary Van Osdel, Executive Director
APPROVED AS TO FORM:
-'J~/I~
Agency Co el
4850-9725-1584.1 ] 5
263122.1 001659.0001 616200S.1022A~1
C ..\faln\CUf ,i ,Carousel ~1aii ,'7 -rJ5SITCet-Manchester(Carousel\1al:)ProJccIStudyAgreement nf
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27. Coastruchon.
Headings at the beginning of each section. paragraph and. subparagraph are solely for the
convenience of the parties and are not a part of this Agreement.. Wbeoever RlqUinld by the CODIext of
this AgRlCmcot, &be siDgular sball include the plural and the masculine shall include the feminine and
vice versa. This Agt\cemeot shall DOt be construed as if it bad been prepared by one of the parties. but
rather as if both parties bad prepared the same. Unless 0Cbcrwisc indir..at<ed" aU rd",""~ to scdioos
are to this Agreement. All exhibits refmed to in this AgJumeIIf are ldIacbed bcn::to lDI moo.po.:atccl
herein by this reference.
IN WITNESS WHEREOF, the undersigned have executed this Agreemem on the dates
indicated next to each of their signalun:s as appear below.
DEVELOPER
STREET-MANCHESTER, LLC,
a California limited liability company
Dated:
By:
BY:~ ?-v
/I
Dated:
b;i7/oS
/ I
-
AGENCY
Redevelopment Agency of the City of San Be~ino,
a public body corporate and politic
Date:
By:
Gary Van Osdel, Executive Director
APPROVED AS TO FORM:
Agency Counsel
4&.50-9725-15804.1
263122.1 0016)9.0001 6.16.200S -10:22 AM
15
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CONCURRENCE:
The undersigned on behalf of Central City, as
defined in Recital E. of the foregoing Agreement,
acknowledges that the parties have entered into
such Agreement, the subject matter of which
is the Central City Buildings, as defined in Recital
E., and further acknowledges its support of
the Project as described herein.
Central City Company, LLC
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Central City Complex, LLC
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CONCURRENCE:
The undersigned on behalf of Central City, as
defined in Recital E. of the foregoing Agreement,
acknowledges that the parties have entered into
such Agreement, the subject matter of which
is the Central City Buildings, as defined in Recital
E.. and further acknowledges its support of
the Project as described herein.
Central City Company, LLC
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Title:
Date:
Central City Complex, LLC
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4850-9725-15841 16
263122 I 0016590001 6162005 - 1022 AM
('Documents and Setllngs;bob\ Local Settings- T empora~ I nterncl Files\OLK 19~5 \ 7 -05 Slreel.!\1anchester(CarollseJ\1all)ProJectStud~' Agreement4 nf
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CONCURRENCE:
The undersigned on behalf of Central City, as
defined in Recital E. of the foregoing Agreement,
acknowledges that the parties have entered into
such Agreement the subject matter of which
is the Central City Buildings. as defined in Recital
E., and further acknowledges its support of
the Project as described herein.
Central City Company, LLC
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Title:
Date:
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EXHIBIT "A"
Map of Study Area
4850-9725-15.84.1 17
263122,1 001659.0001 6.16.2005 - 10:22 AM
P'^Scndas'-"',enda Anac:hmems\A,rms-Amrnd 2005\05.07-05 S~.Manc:hcstCT (Carousel \tall) Projccl 5ludy ^arec,*RI nr
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EXHIBIT "B"
Map of Agency Property and Private Property
4850-9725-1584.1 18
263122.1 001659.0001 6.16.2005 -10:22 AM
P\Aacndas\AJcnda Anachmmts\Aamu-Amcnd 20051()~-07-05 St1"CCt.ManchcsleT (CaroUKI Mall) Project Sludy A&r'ccmcnt nf
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EXHIBIT "C"
Concept Plan A as Proposed within the Study Area
4850-9725-1584.1 19
263122.1 001659.0001 6.16.2005.10:22 AM
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JUN-28-2005 15:09 FROM:CURCI TURNER CO.
949 673 2080
TO: 9098889413
o CONCURRENCE:
The undersigned on behalf of Central City, as
detined in Recital E. oflhc foregoing Agrcement,
acknowledges that the parties have entered into
such Agreement, the subject matter of" which
is the Central City Buildings, as delined in Recital
E., and furthcr acknowledgcs its support oj'
the Project as described herein.
C)
o
Central City Company, LLC
BY:~~
Title: ~==- __ ~
Datc: Co ... \.Jt -0 ~
Cenlral City Complex, LLC
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Title:
Date:
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By:
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Date:
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** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Mooting Dote (D.te Ad~' l' 0( [rem' f{j, g
Vote: Ayes '1 Nays Abstain
Change to motion to amend original documents 0 Companion Resolutions
Nnll/VnldAfte" (Pj) daY'/~'~
Resolution # On Attachments: 0 Note on Resolution of attachment stored separately: 0
Resolution #
aOC/dtJ05 -J Lj
,
Absent
PUBLISH 0 POST 0 RECORDW/COUNTY 0
Date Sent to Mayor: ~~ I 0( /'
-'
Date of Mayor's Signature: -1,1'~) ./
Date of Clerk/CDC Signature: j ,1, ,,~
By:
Reso. Log Updated:
Seal Impressed:
~/
Date MemofLetter Sent for Signature:
l't Reminder Letter Sent:
Date Returned:
200 Reminder Letter Sent:
Not Returned: 0
Request for Council Action & Staff Report Attached:
Updated Prior Resolutions (Other Than Below):
Updated CITY Personnel Folders{64~}, 6429, 6433,10584,10585,12634):
Updated CDC Personnel Folders (5557):
~ .-~
Updated Traffic Folders (3985, 8234, 655, 92-389):
Yes /'
By_
By_
By_
No / By_
No V-"By_
Yes
Yes
Yes
Yes
No
No r-
No~
Copies Distributed to: ~/
Animal Control 0 EDA Information Services 0
City Administrator 0 Facilities 0 Parks & Recreation 0
City Attorney 0 Finance 0 Police Department 0
Code Compliance 0 Fire Department 0 Public Services 0
Development Services 0 Human Resources 0 Water Department 0
Others:
Notes:
Date/l/ I ~I
Ready to File: _
Revised 12/18/03
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ECONOMIC DEVELOP
OF THE CITY OF SAN BERN
INTER-OFFICE MEMORAND~ ..Ill 11 P 3 :31
SUBJECT:
Eileen Gomez, Senior secre~(~ty C.lerk'S Office
Wasana A. Chantha. Secretary ~
Executed Document
TO:
FROM:
DATE:
July 11, 2005
Enclosed is the fully executed Agreement pertaining to the following resolution:
CDC/2oo5-24
RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING
AND AUTHORIZING THE EXECUTIVE DIRECTOR OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("AGENCY") (1) TO EXECUTE THE REDEVELOPMENT PROJECT
STUDY AND REDEVELOPMENT ASSISTANCE AGREEMENT
WITH STREET-MANCHESTER, LLC ("DEVELOPER"); AND (2) TO
INITIATE A GENERAL PLAN AMENDMENT CHANGING THE
LAND USE FROM CR-l TO CR-2 WITHIN THE CENTRAL CITY
PROJECTS REDEVELOPMENT PROJECT AREA TO
ACCOMMODATE REDEVELOPMENT OF THE SITE KNOWN AS
THE CAROUSEL MALL
Should you have any questions, I can be reached at (909) 663-1044.
Thank you.
Enclosure
cc: Barbara Lindseth (with Original Executed Agreement)
Street-Manchester, LLC (with Original Executed Agreement)
Gary Van Osdel (with Copy of Executed Agreement)
Colin Strange (with Copy of Executed Agreement)