HomeMy WebLinkAboutR50-Economic Development Agency
ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
FROM:
Maggie Pacheco
Executive Director
OR I GINA tUBJECT:
Redevelopment Project Study and
Redevelopment Assistance Agreement
between the Redevelopment Agency .and
AGA Properties, LLC (Central City North
Redevelopment Project Area)
DATE:
June 8, 2006
________________________________________n______________________.____________________________________________-----------------------
SvnoDsis of Previous CommissionlCounciVCommittee Action(s):
On May 2, 2006, Redevelopment Committee Members Estrada, McGinnis and Johnson unanimously voted to
recommend that the Community Development Commission consider this action for approval.
.--------------------------------------------------------------------------------------------------------------------------------
Recommended Motion(s):
(Communitv DeveloDment Commission)
Resolution of the Community Development Commission of the City of San Bernardino approving and
authorizing the Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to
execute the Redevelopment Project Study and Redevelopment Assistauce Agreement with AGA Properties,
LLC ("Developer") (Central City North Redevelopment Project Area)
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Contact Person(s):
Maggie Pacheco
Central City North Redevelopment
Project Area
Phone:
(909) 663-1044
Project Area(s):
Ward(s):
Supporting Data Attached: 0 Staff Report 0 Resolution(s) 0Agreement(s)/Contract(s) 0 Map(s) 0 Letters
",GNA_.C-~1J;/il.~~~'
Maggie ac eco, Executive Director
-commissioii/co;;-nciTNoi;s:----K~-SK:---Ci'Sr~--d-roV;:.rt------------------------------------------------------
N/A
N/A
FUNDING REQUIREMENTS: Amount: $
-0-
Source:
______________u_____________________________._________--------------------------------------------------------------------------------
P:\Aiendas\Comm Dev Commission\COC 2006\06-19-06 AGA Projccl Study & Assistance Agmv.. CDC SR.doc
COMMISSION MEETING AGENDA
Meeting Date: 06/19/2006
Agenda Item Number: R 5 ~
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
REDEVELOPMENT PROJECT STUDY AND REDEVELOPMENT ASSISTANCE
AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY AND AGA PROPERTIES,
LLC (CENTRAL CITY NORTH REDEVELOPMENT PROJECT AREA)
BACKGROUND/CURRENT ISSUES:
For several months now, Agency Staff has been in discussions with the principals of AGA Properties,
LLC ("Developer") regarding the prospect of developing approximately 24-38
townhomeslcondominiums or perhaps a mixed-use development ("Proposed Development Plan") on
parcels they own that are located on the northwest corner of 6th and "G" Streets ("Developer Property")
(see attached Map) in the Old Towne Area and within the Central City North Redevelopment Project
Area. The Developer is a subsidiary of ANR Industries, Inc. (ANR), and the partners are Agustin
Rodriguez and George Jordan, owners of ANR, and Adam Eliason, CHS Executive Director, a non-
profit housing development entity presently developing sixteen (16) homes in the Old Towne Area
under an agreement with the Agency. As the Committee is aware, ANR has done extensive infill
housing developments in the Meadowbrook Park Revitalization Area ("Area") under the 2003 and
2005 Development Agreements with the Agency and they have developed in excess of thirty-five (35)
homes in this Area. Moreover, ANR is doing business as San Marcos Paloma Homes, Inc., and is also
planning to develop ninety-five (95) single-family homes on the north side of Walnut Avenue, and
forty-eight (48) single-family homes on the south side of Walnut Avenue within the IVDA Project
Area.
The Agency owns the properties located on the northeast corner of 6th and "G" Streets ("Agency
Property"), and is under contract to acquire the five-plex residential units and is presently attempting to
acquire the vacant Church parcel to the north of the Agency Property (such residential units and the
Church property are referred to as the "Private Property"). The Developer Property, Agency Property
and Private Property are all zoned CR-2, which allows for a diversification ofland uses.
In order to pursue this Proposed Development Plan further, it is desirous that the Agency and the
Developer enter into a Redevelopment Project Study and Redevelopment Assistance Agreement
("Exclusive and Study Agreement") which will enable the Agency and Developer to work
collaboratively on the development of the Developer Property, Agency Property and the Private
Property ("Study Area"). The Exclusive and Study Agreement will provide for the following:
. The term of the proposed Exclusive and Study Agreement will be for twelve (12) months, and
during this time-frame, Staff and the Developer will complete the analysis for development
feasibility, including, but not limited to, a market study and obtaining a preliminary approval
from the Development Services Department on the Proposed Development Plan;
. The Agency will continue its efforts to assemble and acquire the Private Property;
P:\Ajendu\Canm [lev Colmliaioo\COC 2006'06-19.Q6 AOA Project Sl:udy &. Msistancc Agrn. (DC SR_OOc
COMMISSION MEETING AGENDA
Meeting Date: 06/19/2006
Agenda Item Number: ~
Economic Development Agency Staff Report
AGA Properties, LLC - Project Study & Assistance Agreement
Page 2
. Within one hundred twenty (120) days from the Effective Date of the Exclusive and Study
Agreement, the Developer and Agency Staff will negotiate the purchase price, terms and
conditions of the Agency Property and Private Properties, and prepare an initial envirorunental
study for the Proposed Development Plan, if necessary; the costs of the site plan and related
studies will be borne by the Developer. The Developer will also be required to pay to the
Agency an ERN fee in the amount of $3,000 pursuant to Section 30 of the Exclusive and Study
Agreement.
. Although the term of the Agreement is for twelve (12) months from the Effective Date, the
Developer and the Executive Director can extend the term of the Exclusive and Study
Agreement for an additional ninety (90) days upon written notice evidencing that either party
has complied with the requirements of the Exclusive and Study Agreement.
ENVIRONMENTAL IMP ACT:
The Study Agreement is categorized as Statutory Exemption under the California Envirorunental
Quality Act (CEQA) per Public Resource Code Sections 21102 and 21150.
FISCAL IMPACT:
None.
RECOMMENDATION:
That the Community Development Commission adopt the attached Resolution.
Maggie Pacheco, Executive Director
P\AgendasIColRTl Dev ComniuionlCOC 2006\06-19-06 AGA Projecl Stlldy & Assistance Agrn1:. CDC SR.doc
COMMISSION MEETING AGENDA
Meeting Date: 06/19/2006
Agenda Item Number: .lS..11-
RESOLUTION NO.
2
3
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO APPROVING AND
AUTHORIZING THE EXECUTIVE DIRECTOR OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("AGENCY") TO EXECUTE THE REDEVELOPMENT PROJECT
STUDY AND REDEVELOPMENT ASSISTANCE AGREEMENT WITH
AGA PROPERTIES, LLC ("DEVELOPER") (CENTRAL CITY NORTH
REDEVELOPMENT PROJECT AREA)
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5
6
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WHEREAS, the Agency owns certain property (APN: 0134-021-26 & 27; the "Agency
Property") within the Central City North Redevelopment Project Area ("Project Area") as
generally depicted in Exhibit "A"; and
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WHEREAS, the Developer owns certain property (APN: 0134-014-24,25,26 & 27; the
"Developer Property") and third parties own certain property (APN: 0134-021-28 & 29; the
"Private Property") as generally depicted in Exhibit "A"; and
WHEREAS, the Agency is prepared to consider and study the provision of certain
redevelopment assistance to AGA Properties, LLC (the "Developer"), to facilitate the assembly
of the Agency Property, Developer Property and Private Property into developable parcels of
land so as to foster the affordable housing goals and objectives of the Agency and 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
boundary lines depicted in Exhibit "A" (the "Study Area") for such study; and
WHEREAS, the Study Area includes the Agency Property, Developer Property and
Private Property; 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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prevention of the spread of blight from the Study Area; and
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WHEREAS, 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 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 pursuant to the terms of the Redevelopment Project Study and Redevelopment
3
4
5
6
Assistance Agreement ("Agreement"); and
7
WHEREAS, in accordance with the provisions of the California Environmental Quality
8
Act (CEQA), a redevelopment study agreement is exempt from the provisions ofCEQA.
9
NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE
CTIY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS
FOLLOWS:
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11
Section 1.
The Community Development Commission hereby authorizes and
12
13
approves the Agreement by and between the Agency and the Developer in the form as presented
at the meeting of the Commission at which this Resolution is adopted and hereby authorizes the
14
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
15
16 the Agency Counsel.
17 Section 2.
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The Resolution shall become effective immediately upon its adoption.
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RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING
AND AUTHORIZING THE EXECUTIVE DIRECTOR OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("AGENCY") TO EXECUTE THE REDEVELOPMENT PROJECT
STUDY AND REDEVELOPMENT ASSISTANCE AGREEMENT WITH
AGA PROPERTIES, LLC ("DEVELOPER") (CENTRAL CITY NORTH
REDEVELOPMENT PROJECT AREA)
3
4
5
6
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the
7
Community Development Commission of the City of San Bernardino at a
8 meeting thereof, held on the
day of
, 2006, by the following vote to wit:
9 Commission Members:
Aves
Navs
Abstain
Absent
10
ESTRADA
BAXTER
MCGINNIS
DERRY
KELLEY
JOHNSON
MC CAMMACK
II
12
13
14
15
16
17
Secretary
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The foregoing resolution is hereby approved this
day of
,2006.
20
21
Patrick J. Morris, Chairperson
Community Development Commission
of the City of San Bernardino
22
23
Approved as to Form and Legal Content:
24
A~~L
25
By:
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':\Af:~"lMtu\ltno.doIlJ\JCMI6""""l~ AGA Pre,..... LLC DItY Acr_1 CPC ReM.4ec
REDEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
REDEVELOPMENT PROJECT STUDY AND
REDEVELOPMENT ASSISTANCE AGREEMENT
AGA PROPERTIES, LLC
(CENTRAL CITY NORTH REDEVELOPMENT PROJECT AREA)
This Redevelopment Project Study and Redevelopment Assistance Agreement, is dated
as of June 5, 2006 (the "Agreement"), and is entered into by and between AGA Properties, 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
As of the "Effective Date", as this term is defined in Section 3 .a. and provided that this
Agreement is executed in the manner and within the time limit as set forth in Section 17, the
Agency has acquired and owns certain lands (APN: 0134-021-26 & 27; the "Agency Property")
as generally depicted in Exhibit "A"; and
The Agency Property is situated in an area which is referred to as the "Central City North
Redevelopment Project Area" and as of the Effective Date, the Developer has acquired and owns
certain lands (APN: 134-014-24,25,26 & 27; the "Developer Property") and the Agency has
entered into a Purchase Agreement to acquire the five (5) plex complex and is in the process of
acquiring the vacant parcel (APN: 0134-021-28 & 29; the "Private Property") to the north of the
Agency Property as generally depicted in Exhibit "A"; and
The Agency is prepared to consider and study the provision of certain redevelopment
assistance to the Developer to facilitate the assembly of the Private Property with the Agency
Property into developable parcels of land so as to foster the affordable housing goals and
objectives of the Agency and the City of San Bernardino (the "City") as related to the Central
City North Redevelopment Project and the Agency has designated for such study purposes, the
land included within the perimeters marked by the boundary lines depicted in Exhibit "A" (the
"Study Area" as noted thereon) for such study; and
The Study Area includes the Agency Property, the Developer Property and the Private
Property thereto as illustrated in Exhibit "A"; and
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 for
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
4828'{)S22-1I21.2 1
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The Developer and the Agency believe it is appropriate for the Developer, in consultation
with the Agency, to undertake certain redevelopment studies and to incur certain costs, in
consultation with the Agency, 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.
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND
PROMISES SET FORTH HEREIN, THE DEVELOPER AND THE AGENCY HEREBY
AGREE, AS FOLLOWS:
I. Developer Acknowledl!ments and Term of Al!reement.
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,
the Developer Property or the Private Property, and the Project (as defined below) 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 and the
City.
b. The qualifications and identity of the Developer and its principals are of particular
importance to the Agency. The Agency relied on these qualifications and identity in entering
into this Agreement with the Developer. During the term of this Agreement, no voluntary or
involuntary successor-in-interest of the Developer shall acquire any right or power under this
Agreement except pursuant to an assignment approved by the Agency Executive Director as
provided below. 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 the
Agency Executive Director may grant or refuse in his or her sole and absolute discretion.
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 information the Developer or any of its partners or
officers have been notified or may otherwise have knowledge or information. 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 terminate this
Agreement effective immediately by serving written notice of such termination, referencing this
Section, on the Developer.
d. This Agreement shall automatically terminate, without further notice or action,
and be of no further force or effect three hundred sixty-five (365) days following the Effective
Date, unless prior to that time:
4828'()522- 1121.2 2
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(J) the parties execute the Project DDA, as described below, which will
include, without limitation, other relevant community redevelopment
covenants acceptable to the Agency and such other terms and conditions
mutually acceptable to the parties, in which case this Agreement shall
terminate on the effective date of the Project DDA; or
(2) the Developer exercises its right to extend the term of this Agreement for
an additional ninety (90) days upon written notice to the Agency
Executive Director delivered prior to any termination of this Agreement
citing this section as its authority to do so; provided, however, as a
condition to such extension, the Developer shall have completed the
project study as required by Section 3.b. and the economic feasibility
study as required by Section 3.g.(1); or
(3) the parties each agree to extend the term of this Agreement in writing to a
specific date, subject to the Executive Director first making a finding
based upon written documentation and other facts presented to verify that
satisfactory progress is being made to complete the activities to be
performed by the Developer set forth in Section 3; or
(4) a party terminates this Agreement as provided under Section 19 or Section
20, as applicable.
2. The Proiect.
Subject to the terms and conditions of this Agreement, the Developer shall take all
reasonable actions required or necessary for determining the feasibility of the acquisition and
redevelopment of the lands included in the Study Area, either in whole or in part, and for
undertaking the development project as generally described as approximately 24-38
townhomes/condominiums or mixed-use for uses that conform with the requirements of the CR-
2 land use designation and the City's Development Code together with on-site landscaping and
parking as approved by City Development Services Department.
3. Neeotiation Period. Proiect Studv and Proiect Studv Costs.
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 three hundred sixty-five
(365) days from the Effective Date unless such date shall have been first extended as authorized
under Section l.d.(2) or (3). Such time period during which this Agreement shall be in effect
(including any extensions of time approved by the Agency) is referred to as the "Negotiation
Period").
b. No later than one hundred twenty (120) days following the Effective Date, the
Developer shall submit a site plan for the Study Area and the Agency and the Developer shall
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initiate the preparation of a feasibility study for the redevelopment project proposed by the
Developer (the "Project Study"). The Agency may retain the services, but is under no obligation
to do so, of a firm of community redevelopment planning and environmental consultants to assist
in the preparation of the various investigations, surveys and reports appropriate in connection
with the Project Study and the evaluation of the Project proposed by the Developer.
On a best efforts basis, the Agency and 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
the California Environmental Quality Act ("CEQA"), to be completed for the Project within one
hundred twenty (120) days following the Effective Date at the sole cost of the Developer. The
Initial Study may be prepared by either the Agency or the City as the "Lead Agency" as this term
is defined in CEQA. Thereafter, provided the Developer has completed the studies described in
Section 3.g.( I) and (2) in sufficient detail to be mutually acceptable to the Developer and the
Agency and in the event the Initial Study discloses that the Project will have a significant effect
on the environment that cannot be mitigated to a status that is less than significant, the Agency
and Developer shall, on a best efforts basis, cause a draft environmental impact document for the
Project to be circulated for public comment and review within sixty (60) days thereafter at the
sole cost of the Developer. Subject to the privilege of either party 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 within three hundred sixty-five (365) days following the
Effective Date.
c. 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 written acceptance and written approval of the Agency;
(2) 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 may request that the Developer consider modifications to the description of
the Project from time-to-time. Each such modification shall be subject to the approval of the
Developer, which shall not be unreasonably withheld.
d. 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 DDA; provided, however, the Agency reserves the right to
accept, reject or modify any such proposed term or condition to the Project DDA in its sole
discretion.
e. During the course of the Project Study, the Agency shall pay for any costs
associated with the Proj ect Study, including the expenses of third party consultants who are
engaged by the Agency under written contract to undertake one or more elements of the Project
Study which the Agency at its sole discretion has elected to undertake (the "Project Study
Costs"). Project Study Costs do not include third party costs incurred by the Developer in
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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,
architectural fees, accounting fees and the like. Each party shall bear its own legal fees and costs
in connection with the Project Study.
f. All third-party consultants retained by the Agency to prepare any study or
document 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.
g. Subject to the terms and conditions of this Agreement, the Developer and the
Agency shall undertake an economic feasibility study of the Project as part of the Project Study
consisting of the elements as set forth below:
(1) preparation by the Developer in consultation with the Agency of a
preliminary financial feasibility study/analysis for the development of the
Project on the Study Area setting forth the plan for acquisition of the
Agency and Private Property and the phasing of project development, if
any, and an estimate of development costs, including, without limitation,
the following:
(i) projections of debt and equity that can be drawn from the Project;
and
(ii) projections of public (City, State, and federal) financial assistance
anticipated for the Project; and
(iii) projections of overall Project value and property taxes; and
(iv) projections of the costs and benefits to the City and the Agency for
all construction, maintenance and operations of all proposed public
improvements; and
(v) projections of the costs of additional or increased levels of public
services; and
(vi) projections of any new public revenues anticipated to be generated
by the project, by phase, if applicable, and upon completion of the
Project.
An initial draft of a document including the study elements identified in
subparagraph (i) through (vi) above shall be completed by the Developer and submitted to the
Agency within one hundred twenty (120) days following the Effective Date. Thereafter the
parties shall refine the draft document as submitted by the Developer in accordance with a
schedule of refinement work for such studies to be mutually approved by the parties.
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(2) Prior to the time when the Initial Study is completed by the lead agency,
the Developer in consultation with the Agency, shall have prepared a
proposed conceptual development plan for the Project, to include, without
limiting:
(i) proposed zoning and General Plan changes, if any, necessary to
accommodate the Project; and
(ii) proposed time schedule and cost estimates for the development of
proposed public and private infrastructure upgrades, proposed
publicly owned facilities, public improvements, public
infrastructure and private development; and
(iii) 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.
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.
h. The Developer shall inform the Agency in wntmg whether based on the
information set forth in Section 3.g., the Developer believes that the Project is feasible prior to
the time when the Agency shall cause a "Notice of Preparation" or a "Notice of Intention to
Adopt a Negative Declaration" as these terms are defined in CEQA, as applicable, to be
circulated to interested person or responsible agencies for the Project. 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 Agency Property, Developer Property and Private Property
generally depicted in Exhibit "A" may be set forth on terms mutually acceptable to the parties
(the "Project DDA").
i. The Developer shall submit each of the items of information described in Section
3 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(s) 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 following 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 in no way bind or constitute the
approval of the Agency regarding, without limitation, plans, specifications, engineering,
architecture, uses, sale prices, the Project or the Project DDA.
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4. Oblil!ations ofthe Developer.
During the Negotiation Period, the Developer shall proceed diligently and in good faith to
perform the following:
a. Consider the redevelopment of the Project, including without limitation the
design of improvement elements as appropriate for the Project;
b. Review and provide the Project Study information described in Section 3 and
provide comments on draft versions of any CEQA document prepared as part of the Project
Study and the Project DDA and, if acceptable to the Developer, submit an executed copy of the
final form of the Project DDA 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);
c. Consult with the Agency on a regular basis and keep the Agency advised on the
progress of the Developer in completing its obligations under this Agreement.
5. Al!encv Not to Nel!otiate with Others.
a. The Agency currently deems the disposition and the redevelopment of the Agency
Property and the Private Property 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 and
development of the Agency Property.
b. 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 and the Private
Property, or the redevelopment of the Project. The term "negotiate", as used herein, shall be
deemed to preclude the Agency from approving any other offer or proposal from a third party to
either acquire from the Agency any interest in the Agency Property or the Private Property (in
whole or in part) or development of the Project in the Study Area, and from discussing other
redevelopment proposals for the Study Area with third persons or entities; provided, however,
any person may (i) submit and the Agency may consider any proposal for the disposition and/or
redevelopment of lands adjacent to the Study Area and (ii) submit proposals to the Agency as a
public agency with respect to the Agency Property and Private Property provided that the
Agency does not officially approve such proposal by the official action of the Agency governing
board.
c. During the Negotiation Period, the Agency may at 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 become available for acquisition during the Negotiation
Period and the Agency shall not be deemed to have appropriated or made available any funds
therefore.
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d. 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 Agency Property. The
Agency may also provide any other information in its possession that would customarily be
furnished to persons requesting information from the Agency regarding the Agency Property and
other Agency public information concerning its activities, goals and matters of a similar nature,
or as required by law to be disclosed upon request.
6. Aeencv 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 Agency Property and the Study Area 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 Study Area, 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
Proj ect.
c. Use its best efforts to provide the Developer with limited access to the Agency
Property, and or Study Area 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.
d. Use its best efforts to provide Developer with information or copies of studies
performed or to be performed relative to the Study Area.
7. Neeotiation of Proiect DDA.
It is the intent of the parties that the Developer and the Agency will negotiate the final
terms and conditions of a proposed Project DDA prior to the time that the studies and plans
described above are being prepared and completed by the Developer provided that neither party
has terminated this Agreement or the subsequent Project DDA. Such negotiations and drafting
of the final Project DDA shall commence as soon as practicable after the date that this
Agreement has been approved and accepted by the Community Development Commission (the
"Commission"). Notwithstanding such commitment of the Agency to negotiate the terms and
conditions of the final Project DDA, nothing contained herein commits the Agency staff to
recommend approval of any final form of a Project DDA presented for consideration by the
Commission nor shall the Commission be committed to approve any final form of a Project
4828'()522.1121.2 8
P:\Aamda\Apndl. AnKhmenls\ApnU-Amcnl12006\06-19.Q6 AGA Prupcrtica LLC - CCN EilN_dolo:
DDA by reason of the execution of this Agreement or by reason of any other actions of the
Agency, the Agency staff or the Commission prior to conducting a noticed public hearing on the
consideration of the Project DDA in the manner as required by law.
8. Consideration for this Aereement and Reservation of Riehts.
In consideration for the Agency 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. The parties agree that, if this Agreement terminates for any reason, or the Agency fails
to extend the Negotiation Period, or the Project DDA is not finally approved by the Agency, for
any reason, neither party shall be under any further obligation to the other regarding the
disposition, acquisition, reuse, redevelopment or development of the Study Area.
9. Plannine and Desien; Related Acknowledements ofthe 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 form of the Project DDA,
but it is understood by both parties that the Project and the redevelopment in the Study Area
must conform to City of San Bernardino development, design and architectural standards. The
Agency shall fully cooperate with the Developer's professional associates in providing
information and assistance in connection with the Developer's preparation of drawings, plans and
specifications. Nothing in this Agreement shall be considered approval of any plans or
specifications for the Project, itself, by either the Agency or the City.
10. Developer Financial Disclosnres.
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 and acquisition of the
Agency Property or the Private Property to the Developer. The parties recognize that such
financial disclosures may contain sensitive information relating to other business transactions of
the Developer, that the disclosure of such information to third parties could impose commercially
unreasonable and/or anti-competitive burdens on the Developer and, correspondingly, diminish
the value or fiscal benefit that may accrue to the Agency upon the disposition of the Agency
Property or the Private Property to the Developer, if terms for such disposition are mutually
agreed upon. Accordingly, the Agency agrees to maintain the confidentiality of any business
records described in Government Code Section 6254.15, as may be provided by the Developer to
the Agency or its consultants, as permitted by law. The Agency shall advise the Developer of
any public records act requests for such business records, and the proposed response of the
Agency thereto.
4828'()522.1121.2 9
P-\AiCfldu\Apnda Atlal;hmenu\AplJU-Am:nd 2006\06-1'W6 ACiA PTopcnies LLC - CCN ERN_dol:
11. Developer Acquires No Interest in the Al!encv and Private Propertv.
The Developer hereby acknowledges that it has not acquired and will not acquire, by
virtue of the terms of this Agreement, any legal or equitable interest in the Agency and Private
Property.
12. Nondiscrimination.
The Developer shall not discriminate against nor segregate any person, or group of
persons on account ofrace, color, creed, religion, sex, marital status, handicap, national origin or
ancestry in undertaking its obligations under this Agreement.
13. Compliance with Law.
The Developer acknowledges that the Project DDA, 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 DDA between the parties shall have any force or effect nor shall the Agency
be deemed to be a party to any agreement for the disposition of real or personal property to the
Developer, until the terms and conditions of the Project DDA are considered and approved by
the governing body of the Agency, following the conclusion of a public hearing, as required by
law.
15. Press Releases.
The Developer agrees to discuss any press releases it may propose relating to the Study
Area with the Agency Executive Director or hislher designee, prior to publication, to assure
accuracy and consistency of the information.
16. Notice.
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.
4828-0522.1121.2 10
P.\AFfldas\Ap:nda Al1acNnetu\ApnU-Ammd 2006106-19.Q6 AGA Properties LLC - CCN ERN.doc
TO DEVELOPER:
AGA Properties, LLC
Attn.: George Jordan
10702 Hathaway Drive, Suite I
Santa Fe Springs, California 90670
(562) 777-7807
TO AGENCY:
Redevelopment Agency of the City of San Bernardino
Attn.: Executive Director
201 North "E" Street, Suite 301
San Bernardino, California 92401
(909) 663-1044
17. Acceptance of Al!reement bv the Developer.
The Developer shall acknowledge its acceptance of this Agreement by delivering three
(3) counterpart executed copies of this Agreement either prior to or subsequent to the date of
consideration and approval of this Agreement by the Agency. In the event that the Agency has
approved and executed this Agreement prior to the approval and execution by the Developer, the
delivery by the Developer to the Agency of the executed counterpart copies of this Agreement
duly executed by the Developer shall be completed within ten (10) days following the approval
of this Agreement by the governing board of the Agency or thereafter this Agreement shall have
no further force and effect with respect to either party. As further set forth in Section 3.a. hereof,
the Effective Date of this Agreement shall be deemed to have occurred upon final approval by
the Commission and execution by both the Developer and the Agency Executive Director.
18. Authoritv.
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 or bv Al!encv.
a. Provided the Developer is not in default, the Developer may in its sole and
absolute discretion exercise an election to suspend the Project and this Agreement shall terminate
and the parties shall be mutually released from any further obligations hereunder; provided that
the Developer gives at least a twenty-one (21) day advance written notice to the Agency.
b. Provided that the Developer is not then in default of any performance obligation
as required by this Agreement, the Agency may not exercise an election to suspend the Project or
to terminate this Agreement other than as provided in Section 20 hereof.
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
4828'{)522-1121.2 11
P.\AaenliU~Anaclunmls\AjmU-Amcnd ZOOb1Ob-19-06 AGA Propenies Ll.C - CCN ERN.doc:
remedy the alleged default within five (5) calendar days after receipt of written notice specifying
such default and shall in fact complete such cure, correction or remedy, within said five (5)
calendar days, 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, 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 to 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 or remedies associated with such a
default.
In the event that a default of either party may remain uncured for more than five (5)
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.
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 ten (10) days following the date of
service of the notice of termination on the other party.
21. Attornevs' Fees.
If any party hereto files any action or brings any action or proceeding against the other
arising out of this Agreement, or is made a party to any action or proceeding brought by a third
party, then as between the Developer and the Agency, the prevailing party shall be entitled to
recover as an element of its costs of suit, and not as damages, its reasonable attorneys' fees as
fixed by the Court, in such action or proceeding or in a separate action or proceeding brought to
recover such attorneys' fees. As between the Developer and the Agency, the prevailing party
shall be entitled to recover as an element of its costs of suit, and not as damages, its reasonable
attorneys' fees as fixed by the Court, in such action or proceeding or in a separate action or
proceeding brought to recover such attorneys' fees.
22. Indemnification.
Developer agrees to indemnify, protect, defend (if requested by Agency and/or City) and
hold the Agency and/or City, and their officers, employees and agents, harmless from and
against all damages, judgments, costs, expenses and attorney's fees arising from or related to any
act or omission of the Developer in performing its obligations hereunder. The Agency and/or
City shall give Developer written notice of the occurrence of a claim, litigation or other matters
for which the Agency and/or City seek indemnity under this Section as promptly as practicable
following the Agency's and/or City's knowledge of the occurrence of such matter and the
Agency and/or City shall reasonably cooperate with the Developer in the defense of any such
claim or matter.
4828-0522-1121.2 12
P:\Aienda1.o\iCAdl AuKhmr:NlIAJrnU-Amcnd 2006'D6-19.()6AGA Properties l.LC - (CN EaN_o..x
23. Governine Law: Venue.
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 County of San Bernardino, San
Bernardino District.
24. Severability.
If any term, provision or portion of this Agreement or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this
Agreement, or the application of such term or provision or portion thereof to persons or
circumstances other than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each such term and provision of this Agreement shall be valid and enforced
to the fullest extent permitted by law.
25. No Intent to Create Third Party Beneficiaries.
The parties intend that the rights and obligations under this Agreement shall benefit and
burden only the parties hereto, and do not intend to nor shall it create any rights in, or right of
action to or for the use or benefit of any third party, including any governmental agency, who is
not one of the parties to this Agreement.
26. Waivers.
No waiver of any breach of any covenant or provision herein contained shall be deemed a
waiver of any preceding or succeeding breach thereof, or of any other covenant or provision
herein contained. No extension of the time for performance of any obligation or act to be
performed herein shall be deemed to be an extension of the time for performance of any other
obligation or act to be performed under this Agreement.
27. Entire Al!reement.
This Agreement (including Exhibit "A" attached hereto) is the final expression of, and
contains the entire agreement between, the parties with respect to the subject matter hereof and
supersedes all prior understandings with respect thereto. This Agreement may not be modified,
changed, supplemented or terminated, nor may any obligations hereunder be waived, except by
written instrument signed by the appropriate 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.
4828-0522-1121.2 13
P.\ApndasIAaend- Au;:bmtntt\Aar'nU-Amend 2006\06.19-06 AGA PNpertict LLC. CCN ERN_doc
28. Time of Essence.
Time is strictly of the essence with respect to each and every term, condition, obligation
and provision hereof and that failure to timely perform any of the terms, conditions, obligations
or provisions hereof by either party shall constitute a default under this Agreement by the party
so failing to perform, which default can be waived by the other party at its sole and complete
discretion.
29. Construction.
Headings at the beginning of each section, paragraph and subparagraph are solely for the
convenience of the parties and are not a part of this Agreement. Whenever required by the
context of this Agreement, the singular shall include the plural and the masculine shall include
the feminine and vice versa. This Agreement shall not be construed as 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. The Exhibit "A" referred to in this
Agreement is attached hereto and incorporated herein by this reference as if fully set forth herein
in its entirety.
30. ERN Fee.
Concurrently, with the execution and delivery of this Agreement by the undersigned
parties, on the Effective Date, the Developer shall deliver to the Agency a check in the amount of
$3,000 representing the Exclusive Right to Negotiate Fee (the "ERN Fee"). The ERN Fee is
payable to the Agency as compensation for removing the Agency Property from consideration
by other prospective purchasers and to reimburse the Agency for the costs and expenses required
for the preparation of this Agreement and the anticipated Project DDA. The ERN Fee is the
property of the Agency on the Effective Date if no Project DDA is ever approved or executed
regardless of the reasons therefore. However, in the event that a Project DDA may hereafter be
approved and executed by the parties, the Agency shall pay the sum of Three Thousand Dollars
($3,000) to the escrow holder identified in the Project DDA, for the account of the Developer
(the "Developer Escrow Deposit"). The Developer Escrow Deposit shall be applied as a credit
for the payment of a portion of the purchase price for the Agency Property and/or Private
Property, as may hereafter be negotiated by the parties under the terms of this Agreement;
provided however, that if title to the Agency Property and the Private Property does not transfer
to the Developer for any reason, other than for a default by the Agency under the Project DDA,
the Developer Escrow Deposit shall be released by the escrow holder and paid to the Agency
upon the cancellation of the escrow established under the Project DDA.
/II
/II
/II
/II
4828-o522-112\.2 14
1'.\AaCfldu\AaCnda~v.amu-Ammd 2006\06.19-06 AGA Propa1a LLC - CCN ERN.cb:
IN WITNESS WHEREOF, AGA Properties, LLC and the Redevelopment Agency of the
City of San Bernardino execute this Redevelopment Project Study and Redevelopment
Assistance Agreement on the dates indicated next to each of the signatures of their authorized
representatives as appear below.
DEVELOPER
AGA Properties, LLC
Dated:
By:
By:
AGENCY
Redevelopment Agency
of the City of San Bernardino
Dated:
By:
Maggie Pacheco, Executive Director
APPROVED AS TO FORM:
\/~
Agency I
4828.Q522-1121.2 15
P\AlendaI~ Attaclunents\Agmu-Ammd 2006\06-19-06 AGA PTOpenics LLC - CCN ERN.doc;
,
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Adopted): to
Vote: Ayes I
Nays
Abstain
~
Cf)cj
3.DDtr/ ~
Absent
)
Change to motion to amend original documents 0
Item # K5 (j
1
Reso I uti on #
Companion Resolutions
NuUNoid After: (l ~ days /
Resolution # On Attachmen~
Note on Resolution of attachment stored separately: 0
PUBLISH 0
POST 0
RECORD W/COUNTY 0
By:
D.. ""n" M.ym' ~~
Date of Mayor's Signature: (,:' I ()
Date ofClerklCDC Signature: ~
Reso. Log Updated: ,B;
Seal Impressed: )a
Reso. # on Staff Report ~
Date Memo/Letter Sent for Signature:
1'1 Reminder Letter Sent:
Date Returned: 1-' t-1Jo Not Returned: 0
2"d Reminder Letter Sent:
Request for Council Action & Staff Report Attached: Yes No By_
Updated Prior Resolutions (Other Than Below): Yes No By_
Updated CITY Personnel Folders (6413, 6429, 6433, 10584, 10585, 12634): Yes No By_
Updated CDC Personnel Folders (5557): Yes No By_
Updated Traffic Folders (3985, 8234, 655, 92-389): Yes No By_
Copies Distributed to:
Animal Control 0 EDA .Yt
City Administrator 0 Facilities 0
City Attorney ~81l('~ Finance 0
Code Compliance 0 Fire Department 0
Development Servo es 0 Human Resources
Others: t "'[)
Information Services 0
Parks & Recreation 0
Police Department 0
Public Services 0
Water Department 0
Notes:
Ready to File: _
Date:
Revised 12/18103
CITY OF SAN BERNARDINO
Interoffice Mernorandum
CITY CLERK'S OFFICE
Records and Information Management (RIM) Program
DATE:
June 19, 2006
YOUR COpy
TO:
Wasana Chantha, Secretary
Economic Development Agency
FROM:
Sandra Medina, Assistant to the City Clerk
RE:
Transmitting Documents for Signature - Resolution No. CDC12006-18
At the Mayor and Common Council meeting of June 19, 2006, the City of San Bernardino
adopted Resolution No. CDC/2006-18 - Resolution authorizing the Executive Director of the
Redevelopment Agency of the City of San Bernardino ("Agency'') to execute the Redevelopment
Project Study and Redevelopment Assistance Agreement with AGA Properties, LLC
("Developer'') (Central City North Redevelopment Project Area)
Attached are one (1) original agreement and two duplicate original agreements. Please obtain
Maggie Pacheco's signature in the appropriate locations and return the original agreement as
soon as possible, to Dodie Otterbein, Records Management Coordinator, City Clerk's Office.
Please retain one duplicate agreement for your records and forward one to the other party.
If you have any questions, please do not hesitate to contact Dodie Otterbein at ex!. 3215. Thank
you.
Sandra Medina
Assistant to the City Clerk
Signed:
wledge receipt of the above mentioned documents.
Date:
Please sign and retnrn
CITY OF SAN BERNARDINO
ECONOMIC DEVELOPMENT AGENCY
RECEIVED-CITY CLt..;
INTER-OFFICE MEMORANDUM
Z006 JULIa AIi 8: 09
SUBJECT:
Sandra Medina, Assistant to the City Clerk, 9ity Clerk's Office
Wasana A. Chantha, Executive Secretary h~
Executed Agreement - CDC/2006-18
TO:
FROM:
DATE:
July 17, 2006
Enclosed for your records is the fully executed Agreement that was approved by the Community
Development Commission of the City of San Bernardino on June 19, 2006 pertaining to the
following resolution:
CDC/2006-18
Resolution of the Community Development Commission of the City of
San Bernardino approving and authorizing the Executive Director of the
Redevelopment Agency of the City of San Bernardino ("Agency") to
execute the Redevelopment Project Study and Redevelopment Assistance
Agreement with AGA Properties, LLC ("Developer") (Central City North
Redevelopment Project Area).
Should you have any questions, I can be reached at (909) 663-1044.
Thank you.
Enclosure
cc: Barbara Lindseth (with Original Executed Agreement)
Musibau Arogundade (with Copy of Executed Agreement)
File