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Home My WebLink AboutR22-Economic Development Agency ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO FROM: Gary Van Osdel Executive Director SUBJECT: AMENDMENT NO.2 - REDEVELOPMENT PLANNING AND PARTICIPATION AGREEMENT - SANTA FE DEPOT REDEVELOPMENT IMPLEMENTATION AREA (ARTHUR PEARLMAN CORPORATION) c.,.. ., ',L DATE: January 14, 2003 _____n___________nn__n ____un__n__ __uu________n_______n ______nn_n__ ___n____n_n_____nnn_n__ _____n________n _____nnnn_n ____un_____n___ ______un_un_ SvnoDsis of Previous Commission/Council/Committee Action(s): On April 5, 2001, the Redevelopment Committee authorized Staff to give property owners in the study area notice of owner participation opportunity to submit statements of interest to the Agency. Staff was also directed to prepare a draft agreement for an exclusive right to negotiate. On August 6, 2001, the Community Development Commission authorized the Chair of the Community Development Commission to execute a Redevelopment Planning and Participation Agreement for the Santa Fe Depot Redevelopment Implementation Area (Arthur Pearlman Corporation). On Julyu 15,2002, the Community Development Commission authorized the Executive Director of the Redevelopment Agency of the City of San Bernardino to execute Amendment No. 1 to the Redevelopment Planning and Participation Agreement with the Arthur Pearlman Corporation. On January 23, 2003, Redevelopment Committee Members Anderson, Suarez and Estrada unanimously voted to recommend that the Conununity Development Commission authorize the Executive Director to execute Amendment No. 2 to the Redevelopment Planning and Participation Agreement (Arthur Pearlman Corporation). Recommended Motion(s): (Community Develooment Commission) MOTiON: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORJZING THE EXECUTIVE DIRECTOR TO EXECUTE AMENDMENT NO.2 TO THE REDEVELOPMENT PLANNING AND PARTICIPATION AGREEMENT FOR THE SANTA FE DEPOT REDEVELOPMENT IMPLEMENTATION AREA (ARTHUR PEARLMAN CORPORATION) ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Contact Person(s): Gary Van OsdellMike Trout Phone: (909) 663-1044 Project Area(s) Uptown, Mt. Vernon Corridor Ward(s): Ist,3rd Supporting Data Attached: iii Staff Report iii Resolution(s) iii Agreement(s)/Contract(s) iii Map(s) 0 Letters FUNDING REQUIREMENTS Amount: $ -0- Source: N/A ,-a7"''"'" fr?<L :t~ 'tar/an Osdel, Executive Director Mike Trout, Project Manager _____n_____________________________________________________------------------------------------------------------------------------------------------------------------------------------------------- Commission/Couneil Notes: SIGNATURE: 'iZESo:f;! UX:/''WJ3 ~ I ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------. COMMISSION MEETiNG AGENDA Meeting Date: 02/0312003 Agenda item Number: /l..:J:J- P:\Clcrical Services Dept\Margarct Parker\Agenda\CDC 2003\03-02-0.1 Santa Fe Deport Agr Amend No.2 Item.doc ECONOMIC DEVELOPMENT AGENCY STAFF REPORT -------------- ---------------------------------------------------------- ------------------------------------------------ ----------------------------------------------------.------------------ Amendment No.2 - Redevelopment Plannin!! and Participation A!!reement- Santa Fe Depot Redevelopment Implementation Area (Arthur Pearlman Corporation) BACKGROUND: On April 5, 2001, the Redevelopment Committee considered a request for an exclusive right to negotiate for development in the area from the Arthur Pearlman Corporation, who is an experienced retail development firm with financial resources needed for large-scale developments. While no site plans have been created, the area surrounding the Santa Fe Depot is zoned for primarily commercial and industrial and development consistent with both the Depot and the Intermodal Facility would be considered. The locale under study is shown in Exhibit "A" and encompasses approximately 105 acres. On May 23, 2001, Agency Staff issued a "Notice to Property Owners Requesting Submission of Statements of Interest in Participating in Redevelopment" to all property owners in the study area. Staff followed both Uptown and Mt. Vernon Corridor owner participation rules and notified the owners by first class mail regarding their right to submit competing redevelopment proposals. Pursuant to those rules, owners were given a 30-day period to submit a written statement of intent to submit a proposal. Of the 250 property owners notified, 35 returned Statements of Interest. Responses are broken down as follows: SOls Sent Returned Due to Bad Address Yes, Sell Yes, Non-Committal Yes, Expand Business Yes, Continue As Is Opposed No Response 228 49 20 10 I 3 I 144 100.0% 21.5% 8.8% 4.4% 0.4% 1.0% 0.4% 63.6% Of the 35 responses returned, almost 60% would like to sell their property. Thirty percent (30%) of the respondents were interested but non-committal. The following businesses are interested in staying at their current location: I. FMS Performance, an existing automotive business, is interested in expanding onto a nearby lot. 2. Blue Soft Laundry, Discount Market, Mona's Bar, and General Brakes and Supply would like to continue their businesses at their present locations. 3. One residential owner was opposed to any proposed redevelopment of his property. P:\Clcrical Services Dcpl\Margarct Parkcr\Agcnda\CDC 2003\03-02-03 Sanla Fe Dcpol1 Agr Amend No_ 2llem.doc _________________________n__________________________ ____________________________________________________________________ ___________________________________n__________________---- ------------------- COMMISSION MEETING AGENDA Meeting Date: 02/03/2003 Agenda Item Number: ~ Economic Development Agency Staff Report Santa Fe Depot - Amendment No.2 Page 2 While a few businesses are interested in maintaining their own properties and one business wants to expand, it appears that none of the owners was willing to take the lead on an area wide master plan project. However, judging by the number of prospective sellers and non-committal property owners, it appears that there may be some interest in getting involved in the preliminary exploration and analysis for a redevelopment project. Nevertheless, the only party expressing interest in developing an area wide master plan has been the Arthur Pearlman Corporation. On August 6, 200 I, the Community Development Commission approved a Redevelopment Planning and Participation Agreement ("Agreement") with the Arthur Pearlman Corporation. It provides for a one-year period within which to negotiate a Disposition and Development Agreement ("DDA"). During that period of time, the Participant and Agency would explore the possibilities for redevelopment and research all aspects of a potential plan for the area. The Participant would conduct necessary financial, environmental, planning, traffic, relocation and related studies. Existence of the Agreement would also allow the Participant to secure preliminary commitments from major tenants interested in locating in San Bernardino. Apart from defining obligations of both Agency and Arthur Pearlman Corporation regarding conduct of needed studies, the Agreement provided that the Participant pay the costs to prepare the plans and studies typically required under an exclusive negotiating arrangement. Because the firm had a proven ability to create an approvable project, staff did not believe that a good faith deposit is necessary. Since the execution of the Agreement, the Participant has been diligent in working towards completing the "Pre-Development" work necessary prior to the negotiation of a DDA. The Participant originally started their research by focusing on developing the entire lOS-acre Exclusive Redevelopment Area as one project. The result of this top-down approach led them to recommend a smaller and more manageable place to begin and to accomplish the development through various phases. Their focus is now towards the redevelopment of the EI Tigre Market as part of a complete lO-acre neighborhood shopping center generally bordered by 3rd Street on the north, "K" Street to the east, 2nd Street to the south and Mt. Vernon Avenue on the west. To date, the Participant has met with the owners of the EI Tigre Market on several occasions, concerning their desire to relocate within the new shopping center and the size of the store that they would like. The Participant has also worked up design concepts for the new shopping area. On July 15,2002, the Community Development Commission authorized the Executive Director to execute Amendment No. I ("Amendment") to the Agreement with the Arthur Pearlman Corporation. The Amendment extended the termination of the Agreement six months to February 6,2003. It was anticipated that the process to amend the Uptown Redevelopment Project Area Plan, reinstating the power of eminent domain, would have been completed by the end of January 2003. That was based on the reinstatement of eminent domain being used only on specified types of land use designated properties. --------------------.----------------------------------------- --------------------------------- ------------------ --------------------------------------------------------------------------------------. P:\Clerical Services Dcpt\Margaret ParkcMgcndalCDC 2003\03-02-03 Santa Fe Deport Agr Amend No. lltem.doc COMMISSION MEETING AGENDA Meeting Date: 02/03/2003 Agenda Item Nnmber: lJ..J.. -, Economic Development Agency Staff Report Santa Fe Depot - Amendment No.2 Page 3 However, it was later determined that the reinstatement of eminent domain over only specific land use designated properties was inadequate. Therefore, on October 21, 2002, the Community Development Commission modified the scope of the proposed plan amendment to reinstate eminent domain for all properties located within the Uptown Redevelopment Project Area, CURRENT ISSUE: As a result of modifying the scope of the proposed reinstatement of eminent domain it is anticipated that final approval of the Amendment to the Uptown Redevelopment Project Area Plan is September 2003. Therefore, the Agency requests that the termination date of the Agreement with the Arthur Pearlman Corporation be extended 12 months to February 6, 2004, ENVIRONMENT AL IMP ACT: None. FISCAL IMPACT: There is no immediate fiscal impact on the Agency apart from staff time commitment. If approved, this agreement provides no budget authorization. Once a more specific plan is created, Agency staff will present a budget request to the Commission RECOMMENDA nON: That the Community Development Commission adopt the attached resolution. -----------.------------------------------------------------------------------------------------------- -------------------------------------------------------------.-------------------------------------. P:\Clerical Services DcpllMargarel Parkcr\Agcnda\CDC 2003\03-02-03 Santa Fe Deport Agr Amend No_ 211cm.doc COMMISSION MEETING AGENDA Meeting Date: 02/0312003 Agenda Item Number: bJ.. 1 , \ - RESOLUTION Nd~--==----- 2 3 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AMENDMENT NO.2 TO THE REDEVELOPMENT PLANNING AND PARTICIPATION AGREEMENT FOR THE SANTA FE DEPOT REDEVELOPMENT IMPLEMENTATION AREA (ARTHUR PEARLMAN CORPORATION) 4 5 6 7 WHEREAS, the Community Development Commission of the City of San Bernardino 8 (the "Commission") is the governing body of the Redevelopment Agency of the City of San 9 Bernardino (the "Agency"), a public body corporate and politic, organized and existing pursuant 10 to the Community Redevelopment Law (California Health and Safety Code Section 33000, et 11 seq.); and 12 WHEREAS, the Agency and Arthur Pearlman Corporation, a California corporation (the 13 "Participant") entered into that certain 200 I Redevelopment Planning and Participation 14 Agreement dated August 6, 2001 (the "Agreement") for the purpose of exploring the 15 possibilities for the redevelopment of the Santa Fe Depot Redevelopment Implementation Area 16 (the "Area") within the Uptown and Mt. Vernon Redevelopment Project Areas; and 17 WHEREAS, the Participant has been progressing diligently, but due to the complexity 18 of the project will not be able to negotiate a Disposition and Development Agreement (DDA) 19 within the allotted time; and 20 WHEREAS, the Community Development Commission approved Amendment No. I to 21 the Agreement ("Amendment No. I") on July 15, 2002 extending the termination dated to 22 February 6,2003; and 23 WHEREAS, due to modifying the scope of eminent domain throughout the entire 24 Uptown Redevelopment Project Area has resulted in additional time; and 25 1// P:\C~ Services DeptlMargam Patker\Resolutioll$\2003\03-02-OJ Sana. Fe Depot Amd No.2 Resolution.doc 1 WHEREAS, the Agency desires to extend the termination date of the Agreement in 2 order to allow sufficient time for the redevelopment plan amendment process; and 3 WHEREAS, Amendment No. 2 to the Agreement ("Amendment No.2") has been 4 presented to this Commission for approval. 5 NOW, THEREFORE, THE COMNfUNITY DEVELOPMENT COWvfISSION OF THE 6 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 7 FOLLOWS: 8 Section I. The Commission hereby approves Amendment No.2 attached hereto as 9 Exhibit "A." 10 Section 2. The Executive Director of the Agency is hereby authorized to execute II Amendment NO.2 on behalf of the Agency in substantially the form attached hereto, together 12 with such changes therein as may be approved by the Executive Director and Agency Counsel. 13 The Executive Director or such other designated representative of the Agency is further 14 authorized to do any and all things and take any and all actions a may be deemed necessary or 15 advisable to effectuate the purposes of Amendment NO.2. 16 Section 3. The Resolution shall become effective immediately upon its adoption. 17 IIII 18 IIII 19 IIII 20 IIII 21 IIII 22 IIII 23 IIII 24 IIII 25 IIII P:\Clerical Services DepIIMargm:1 Parkcr\Resoluticns\,2(0)\O)'()2_03 Sanla Fe Depot Amd No.2 Resolution,doc 0, 2 18 19 20 21 22 23 24 25 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AMENDMENT NO.2 TO THE REDEVELOPMENT PLANNING AND PARTICIPATION AGREEMENT FOR THE SANTA FE DEPOT REDEVELOPMENT IMPLEMENTATION AREA (ARTHUR PEARLMAN CORPORATION) 3 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the 6 Community Development Commission of the City of San Bernardino at a meeting 7 thereof, held on the day of 8 Commission Members: Aves 9 ESTRADA LONGVILLE 10 MCGINNIS 11 DERRY 12 SUAREZ 13 ANDERSON A MC CAMMACK 15 16 , 2003, by the following vote to wit: Navs Abstain Absent Secretary 17 The foregoing resolution is hereby approved this day of ,2003. By: Judith Valles, Chairperson Community Development Commission of the City of San Bernardino Approved a P:\C\erical Services OepI'IMasJaret Parl::efIResolvtions\2003\OJ.02~) Saw. Fe: Depot And No.2 Resoluliou..doc I ! 3 ,. AMENDMENT NO.2 TO THE 2001 REDEVELOPMENT PLANNING AND PARTICIPATION AGREEMENT (Santa Fe Depot Redevelopment Implementation Area) Amendment No.2 to the 2001 Redevelopment Planning and Participation Agreement ("Agreement) is entered into as of February 3, 2003 by and between the Redevelopment Agency of the City of San Bernardino, a body corporate and politic ("Agency") and Arthur Pearlman Corporation, a California corporation, jointly and severally (collectively referred to herein as the "Participant") with respect to the following facts: RECITALS WHEREAS, the Agency and the Participant entered into that certain 200 I Redevelopment Planning and Participation Agreement, dated August 6, 200 I (the "Agreement"), concerning the Santa Fe Depot Redevelopment Implementation Area (the "Area"); and WHEREAS, the Agreement states that it shall be terminated and be of no further force or effect August 6, 2002, unless prior to that time the parties agree to extend the term of this Agreement in the sole discretion of each of them; and WHEREAS, the Community Development Commission approved Amendment No. I to the Agreement ("Amendment No. I") on July 15, 2002 extending the termination dated to February 6, 2003; and WHEREAS, due to modifying the scope of eminent domain throughout the entire Uptown Redevelopment Project Area has resulted in additional time; and WHEREAS, the Agency desires to extend the termination date of the Agreement in order to allow sufficient time for the redevelopment plan amendment process; and WHEREAS, Amendment No. 2 to the Agreement ("Amendment No.2") has been presented to this Commission for approval. NOW, IN CONSIDERATION OF THE COVENANTS AND PROMISES OF THE PARTIES TO TillS AMENDMENT NO.2, THE PARTICIPANT AND THE AGENCY HEREBY AGREE AS FOLLOWS: Section 1. The Recitals set forth above are hereby incorporated into this Amendment NO.2 by this reference, as though fully set forth herein. Section 2. Except as hereby amended, the Agreement is in all respects ratified and confirmed and all the terms and provisions and conditions thereof shall be and remain in full force and effect. P:\ClericaJ Soerviccs DepI\Macglmt Parlr.erlAgend:o\Agrmu.Am=nd 2003\OJ-Q2.Q) Santa Fe Depot Amend No. 2.00c I ^. /II /II /II 1/1 /II /II /II III /II /II /II /II /II /II /II /II /II /II 1/1 /II /II /II Section 3. Section 1.(a) and (b) of the Agreement is hereby amended to read in its entirety, as follows: (a) The rights and duties of the parties established by this Agreement shall commence on the date of acceptance of this Agreement by the governing board of the Agency as evidenced by the signatures of its authorized officers as appears on page 13, below, and thereafter this Agreement shall terminate and be of no further force or effect February 6, 2004 unless prior to that time: (i) the Participant delivers notice to Agency as set forth in Section lO(a) suspending the obligation of the Participant to pay the Agency further installments of Project Study Costs and terminating this Agreement; or (ii) the Agency delivers notice to the Participant suspending the Project Study and terminating the Agreement as set forth in Section I O(b); or (iii) the parties agree to extend the term of this Agreement in the sole discretion of each of them. (b) The rights and duties of the parties established by this Agreement shall be subject to mutual release and discharge prior to February 6, 2004 by the governing board of the Agency, at such time as the parties execute a separate participation agreement (herein the "Project OP AlDDA") for a specific plan of reuse and redevelopment. P:\C1cria.l Services Ikpl\Marguel Parker\Agerlda\Agmus-Am:nd 2003\03-02.03 Santa Fe Depot Amend No. 2.doc 2 t IN WITNESS WHEREOF, the undersigned have executed this Agreement on the dates indicated next to each oftheir signatures as appear below PARTICIPANT Arthur Pearlman Corporation, A California corporation Date: By: For Arthur Pearlman Corporation AGENCY Redevelopment Agency of the City of San Bernardino Date: By: Gary Van Osdel Executive Director P:\CIcricaI Services DepllMargan:t Parlr.er\Ageru:b\Agrmts-Amend 2003\03-02-03 Sania Fe Depot Amend No. 2.doc 3 c - - <( Q) Q) ~ ~ = - Ui ra V) 1J Q) "E c: I.. t") C\j ra enUeAtf lIf!pUe)( .0 . nn :::::l . fJ) \. I.. [[[JIB 0 "C I.. I.. 0 U c: 0 c: I.. ~ . - :2: c: 0 .- - I.. 0 a. e> .. enuellV uOUJe" "/w T - -emf'"' LTI5ijITJ /99JI5./. ~: ~~ . J - --- ~ ~ II 199JI5 .r. Q) :;:, c: ~ ~ .8 ~ ct . ieeJiS .>1. I - - - - q; ~ c: :;:: ieeJiS .1. ~ ~ ::x:~ <t ~ ~ 1-0 - 0:'" .- O._~ .c .- Z~ .c >< w i - m ra Q) I.. ra .0 :::::l fJ) c: 3: o - c. ::> I 1 2 AMENDMENT NO.1 TO THE 2001 REDEVELOPMENT PLANNING AND PARTICIPATION AGREEMENT (Santa Fe Depot Redevelopment Implementation Area) 3 4 5 6 Amendment No. I to the 2001 REDEVELOPMENT PLANNING AND 7 PARTICIPATION AGREEMENT ("Agreement) is entered into as of July 15,2002 by and 8 9 between the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a 10 body corporate and politic ("Agency") and Arthur Pearlman Corporation, a California 11 corporation, jointly and severally (collectively referred to herein as the "Participant" with 12 respect to the following facts: 13 RECITALS 14 15 WHEREAS, the Agency and the Participant entered into that certain 200 I 16 Redevelopment Planning and Participation Agreement, dated August 6, 2001 (the 17 "Agreement"), concernmg the Santa Fe Depot Redevelopment Implementation Area (the 18 "Area"); and 19 WHEREAS, the Agreement states that it shall be terminated and be of no further force 20 21 or effect August 6, 2002, unless prior to that time the parties agree to extend the term of this 22 Agreement in the sole discretion of each of them; and 23 WHEREAS, the Participant desires that the termination date be extended in order to 24 negotiate a Disposition and Development Agreement (DDA) for the Area; and 25 26 WHEREAS, the Agency is willing to extend the termination date of the Agreement to 27 allow the Participant further time in order to negotiate a DDA. 18 1 -, 1 2 3 4 5 6 7 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. The Recitals set forth above are hereby incorporated into this Amendment No. I by this reference, as though fully set forth herein. Section 2. Except as hereby amended, the Agreement is in all respects ratified and confirmed and all the terms and provisions and conditions thereof shall be and remain in full force and effect. 8 9 10 11 12 13 14 5 16 17 Section 3. entirety, as follows: (a) The rights and duties of the parties established by this Agreement shall commence on the date of acceptance of this Agreement by the governing board of the Agency as Section 1.(a) and (b) of the Agreement is hereby amended to read in its evidenced by the signatures of its authorized officers as appears on page 13, below, and thereafter this Agreement shall terminate and be of no further force or effect February 6, 2003 unless prior to that time: (i) the Participant delivers notice to Agency as set forth in Section tOea) suspending the obligation of the Participant to pay the Agency further installments of Project Study Costs and terminating this Agreement; or (ii) the Agency delivers notice to the Participant suspending the Project Study and teffilinating the Agreement as set forth in Section I O(b); or (iii) the parties agree to extend the term of this Agreement in the sole discretion of each of them. 18 19 20 21 22 23 24 25 26 27 9 2 1 2 3 4 5 6 IIII 7 IIII 8 IIII 9 IIII 10 11 IIII 12 IIII 13 IIII 14 IIII '5 IIII 16 17 IIII 18 IIII 19 IIII 20 IIII 21 22 IIII 23 IIII 24 IIII 25 IIII 26 IIII 27 IIII 28 IIII (b) The rights and duties of the parties established by this Agreement shall be subject to mutual release and discharge prior to February 6, 2003 by the governing board of the Agency, at such time as the parties execute a separate participation agreement (herein the "Project OP A/DDA") for a specific plan of reuse and redevelopment 3 ^, ," 1 IN WllNESS WHEREOF, the undersigned have executed this Agreement on the dates 2 indicated next to each of their signatures as appear below 3 4 PARTICIPANT Arthur Pearlman Corporation, A California corporatio 5 4 , 2001 REDEVELOPMENT PLANNING AND PARTICIPATION AGREEMENT (Santa Fe Depot Redevelopment Implementation Area) THIS REDEVELOPMENT PLANNING AND PARTICIPATION AGREEMENT ("Agreement") is entered into as of August 6, 2001 by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a body corporate and politic ("Agency") and Arthur Pearlman Corporation, a California corporation, jointly and severally (COllectively referred to herein as the "Participant" with respect to the following facts: RECITALS -- WHEREAS, an area of the City of San Bernardino (the "City") generally bounded by Mt. Vernon Avenue on the west, King Street and Rialto Avenue on the south, Interstate 215 on the east and the Santa Fe Intermodal Facility on the north as depicted in the vicinity map attached as Exhibit "A" (the "Agency Implementation Area") is included within the Uptown and Mt. Vernon Corridor redevelopment project areas; and WHEREAS, the Agency Implementation Area contains transportation, infrastructure, retail, residentially and commercially developed properties, and the Agency will initiate certain studies and proposals to address a. number of issues of community concern in the Agency Implementation Area relating to blight and conditions associated with obsolete commercial design, deferred maintenance, traffic circulation and commercial- residential neighborhood property use conflicts and community design in an effort to prevent the spread of blight; and ~.,. WHEREAS, the consideration of one or more specific proposals or plans for a coordinated and economically sustainable redevelopment project in the Agency Implementation Area will require specific study, evaluation, and planning of appropriate and feasible community redevelopment program alternatives and at this time the resources available to the community to pay for such studies, evaluations. and planning is limited; and WHEREAS, the Participant has agreed to submit a conceptual proposal to the Agency for the redevelopment of a substantial" portion of the Agency Implementation Area which includes certain development assumptions and forecasts, including SBEO/0001/DOC/3552-2 10/26/99 1120 ct 1 an assumption that the Participant shall acquire certain lands in the Agency Implementation Area which are presently owned by third parties on terms which are economically feasible for the Participant, and which are also acceptable to all interested persons; and WHEREAS, the Participant proposes to pay certain costs, subject to Participant's prior approval, to the Agency to reimburse the Agency for costs in connection with the mutual consideration of the Project Study and the Project, as defined below, and other reasonable and feasible alternative redevelopment programs for the Agency Implementation Area by the Participant and the Agency (herein "Project Study CostsU), subject to the terms and conditions as set forth below. NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND SUCH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED BY THE PARTIES, THE AGENCY AND THE PARTICIPANT AGREE AS FOLLOWS: Section 1: Term of Agreement. ~\t.\o\ (a) The rights and duties of the parties established by this Agreement shall commence on the date of acceptance of this Agreement by the governing board of the Agency as evidenced by the signatures of its authorized officers as appear on page 13, below, and thereafter this Agreement shall terminate and be of no further force or effect August 6, 2002 unless prior to that time: (i) the Participant.delivers notice to Agency as set forth in Section lOCal suspending the obligation of the Participant to pay the Agency further installments of Project Study Costs and terminating this Agreement; or (ii) the Agency delivers notice to the Participant suspending the Project Study and terminating the Agreement as set forth in Section 10(b); or (iii) the parties agree to extend the term of this Agreement in the sole discretion of each of them. (b) The rights and duties of the parties established by this Agreement shall be subject to mutual' release and discharge prior to August 6, 2002 by the governing board of the Agency, at such time as the parties execute a separate participation agreement (herein the "Project OPA/DDAU) for a SBEO!0001!DOC!3552-2 10/26/99 1120 ct 2 . specific plan of reuse and redevelopment of a Proj ect, on terms, conditions and community redevelopment covenants as mutually acceptable to the Participant and the Agency (the "Project") in the sole and absolute discretion of each of them. . Section 2. [Reserved - - No Text] Section 3. [Reserved - - No Text] Section 4. Project Study. (a) Within thirty (30) days following the date of approval of this Agreement by the governing board of the Agency, the Agency shall in consideration with the Participant initiate the preparation of a feasibility study for the redevelopment of the Agency Implementation Area under one or more specific Project scenarios as mutually proposed by the Participant and the Agency (the "Project Study"). The Agency may retain the services of a firm of community redevelopment planning and environmental consultants to assist the Agency staff in the preparation of the various investigations, surveys and reports appropriate in connection with the Project Study and the evaluation of the Project. The parties shall, as part of the preparation of the Project Study, agree upon a specific allocation of responsibility as mutually acceptable to pay for third party costs, if any which may be incurred. . . (b) On a best efforts basis, the Agency shall cause the initial phase of the Project Study as evidenced by the completion of an "InitiaL Study" for the Project as this term is defined under CEQA, to be prepared and completed at such time as the Agency and Participant deem appropriate. Thereafter, the Agency shall on a best efforts basis, and subject to the cooperation of the Participant, cause a draft - environmental impact report for the Project to be circulated ~or public comment and review by such time as the Agency and Participant deem appropriate. Subject to the privilege of either party to suspend the Project Study prior to its completion as set forth in Section l(a) or (b), as applicable, 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 improvement report for the Project, within one (1) year fOllowing the date of approval of this Agreement by the governing board of the Agency. SBEO/0001/DOC/3SS2-2 10/26/99 1120 ct 3 Section 5: the Project Study, the good faith to: (f) prepare a specific plan of development in sufficient detail to be satisfactory for.the purposes of considering the terms of a proposed Project OPA/DDA for a well-planned and high quality intermodal transportation/retail/commercial/ industrial/office reuse and redevelopment improvement of the Agency Implementation Area which is also acceptable to the Agency. Obligations of. tn~:"P"art{dipant . Participant shall proceed diligently During and in ~ prepare and complete reuse and redevelopment market~ng plans and feasibility studies as may be appropriate for the types of intermodal transportation/ retail/commercial/ industrial/office users/tenants and improvements proposed to be included within the scope of the Project OPA/DDA. , ~ obtain one or more commitment letters from qualified commercial/industrial/office tenants for the reuse of the Agency Implementation Area as part of this Project. (4) cooperate with the Agency to the extent reasonably feasible and without economic subsidy by the Participant to accommodate the redevelopment interests, if any, of the owners and intermodal transportation/ retail/commercial/ industrial/ office tenants of lands in the Agency Implementation Area as part of the Project. ~ keep the Agency advised as to the progress of the matters noted above on a reglllar basis, and submit to the Agency within a reasonable time after the acceptance of the Agreement a preliminary development proforma, together with other pertinent information with respect to the redevelopment of the Project. . Section 6: Agency to Limit Offers of Redevelopment Assistance to Others. The Agency acknowledges that it deems the reuse and redevelopment of the Agency Implementation Area to be necessary as part of a sustainable plan for the prevention and elimination of blight in the Agency Implementation Area and/or nearby lands, and that the Participant appears to be well qualified to undertake the task of further refining and finalizing a specific and feasible plan for the redevelopment of the Project in a manner which is compatible with the community redevelopment needs objectives. within the Agency Implementation Area. SBEO!0001!OOC!J552-2 ~0!26!99 1120 ct 4 I I l During the time that this Agreement is in effect, the Agency shall not offer or negotiate with any third party for the purpose of considering the provision of redevelopment assistance in connection with the acquisition or reuse and redevelopment of property within the Agency Implementation Area. Further, the Agency shall not offer or provide redevelopment financial assistance or provide financing to third persons for the installation .of public improvements or otherwise exercise redevelopment powers to assist with the assembly of lands or the relocation of persons, households, or businesses within the Agency Implementation Area except as may be set forth in the Project OPA/DDA and on terms mutually acceptable to the Participant and the Agency in the sole and absolute discretion of each of them. During the time that this Agreement is in effect, the Agency shall not be precluded, however, from acquiring lands in the Agency Implemen~ation Area from third parties on such terms as the Agency and such third parties may agree, although the Agency shall have no duty to. acquire any such lands, nor shall the Agency be deemed to be precluded from furnishing to other persons or entities unrelated to the Participant information in the possession of the Agency relating to the Agency Implementation Area, and the Project Study. The designation of community redevelopment activities and projects which may be undertaken using Agency assistance in the Agency Implementation Area, shall remain within the sole and exclusive purview of the Agency to administer and approve. The Agency may also provide any other information in its possession which would customarily be furnished to persons requesting information from the Agency concerning its activities, goals, and matters of a similar nature. Section 7: Agency Cooperation. During the term of this Agreement the Agency shall use its best efforts to: (1) Assemble and evaluate information in cooperation with the Participant and to assist in the preparation of one or more conceptual development plans for the Project of sufficient detail to provide a basis for estimating the cost of certain components of the reuse and redevelopment of the Agency Implementation Area, including but not limited to vacation, realignment or abandonment of public streets, alleys and rights-of-way, and the installation and improvement of public improvements within or of benefit to the Agency Implementation Area and the completion of all required environmental evaluation of the Project. SBEO!0001!DOC!3552_2 10/26/99 1120 ct 5 (2) Select and retain the services of such consultants as necessary or convenient to assist the Agency to prepare the Project Study. (3) Pursue public financing alternatives for the reuse and redevelopment of the Agency Implementation Area and the Project as may be necessary or appropriate. (4) Consult, as appropriate, with third party owners of lands concerning the coordination of the acquisition, reuse or redevelopment of their property within the Project. (5) The Agency shall, on a regular basis keep the Participant advised as to the progress of the matters noted above. (6) The Agency shall use its best efforts to work with federal agencies, Cal-Trans and other non-City agencies to determine how sources for financial and other assistance from such third party agencies, may be required and'integrated into a specific plan of redevelopment to implement the Project. Section 8: Negotiation of a Project OPA/DDA. During the course of the Project Study, the Agency and the Participant shall exercise best efforts to negotiate the terms and conditions of a Project OPA/DDA, which includes provisions and covenants mutually acceptable to the parties in the sole and absolute discretion of each of them for the reuse and redevelopment of the Agency Implementation Area. Section 9: [RESERVED -- NO TEXT] Section 10: Optional Termination By Participant or By Agency. (a) Provided the Participant is not "in default, the Participant 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 f~rther obligations hereunder; provided that the Participant gives thirty (30) days written notice to the Agency and has paid all Project Study costs allocated to the Participant, if any, under Section 4(a) (b) Provided the Agency is not in default, the Agency may in its sole and absolute discretion exercise an election to suspend the Project Study, and this Agreement shall terminate and SBEO/0001/DOC/3SS2-2 ~O/26/99 1120 ct 6 the parties shall hereunder thirty Participant. be mutually released from any further obligation (30) days following written notice to the (c) In the event that this Agreement may be terminated by the Agency as set forth in Section l(a) (ii), the Agency shall pay the Participant a sum of money equal to one-half (1/2) of the Project Study Costs as allocated to the Participant under Section 4(a), if any, which have been previously invoiced and paid to the Agency by the Participant. The Agency shall pay such sum to the Participant within Sixty (60) days following the date of the notice of the Agency terminating this Agreement. Section 11: Participant Financial Disclosures. The Participant acknowledges that it may be requested to make certain financial disclosures to the Agency, its staff or legal counsel. The Participant further acknowledges that it may be requested to disclose to the Agency the relevant terms of its proposed methods of financing to be used. by. the Participant for the reuse and redevelopment of the Site. The Agency agrees that it shall maintain all such information and records as a confidential business matter of the Agency to the extent permitted by law. Participant Acquires No Interest in and .the A enc Assumes No Liabilit for (a) The Participant hereby acknowledges that it has not acquired pursuant to this Agreement, any legal or equitable interest in real property in the Agency Implementation Area from the Agency. (b) No tenant or other person in pOssession of any interest in lands or improvements located in the Agency Implementation Area is required or compelled to relocate as part of this Agreement. The Agency shall not be responsible for the payment of any claim for relocation assistance, as generally described in Government Code Section 7260, ~ seq., to any such person or business as of the date of the Agreement except as may hereafter be specifically set forth in the Project OPA/DDA. Section 13.: Nondiscrimination. The Participant 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 or ancestry in the sale, lease, sublease, transfer, use, Occupancy, tenure or enjoyment of the Project nor shall the Participant establish or permit any such SBE0/0001/DOC/3552_2 10126/99 1120 ct 7 ". practice of discrimination or segregation with selection, location, number, use, or occupancy of tenants, lessees, subleases, subtenants, or vendees of the land. Section 14: 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 that 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 bya 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 thirty (30) calendar days following written notice, as provided above, a "breach" shall be deemed to have occurred. Except for the exercise Qf a remedy for which the sole remedy set forth herein is termination of this Agreement, 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 costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement shall be considered as "attorney'S fees". Section 15: Termination of Agreement. In the event that a breach has occurred under Section 14, 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. Section 16: No Assignment of Agreement. . This Agreement shall not be assigned by the Participant (except to a new or Successor entity in which the principals of the Participant SBEO/0001/DOC/3552_2 10/26/99 1120 ct B " shall have either an ownership interest and or management control) without prior written approval of the Agency, which the Agency may grant or refuse at its sole discretion. Section 17: Press Releases. The Participant agrees to discuss any press releases it may propose relating to the Project with a designated Agency representative prior to publication in order to assure accuracy and consistency of the information. Section 18: Notice. All notices required hereunder shall be presented in person or by FAX, and confirmed by First Class 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 receipt. Either party may change their address for receipt of notice by notifying the other party. TO PARTICIPANT: Arthur Pearlman Corporation 1137 Second St., Suite 100 Santa Monica, CA 90403 Attn: Arthur Pearlman Phone: (310) 260-2425 Fax: (310) 260-6334 COpy TO: Mr. Edward Dygert, Esq. COX, CASTLE & NICHOLSON 19800 MacArthur Blvd. Suite 600 Irvine, CA 92612-2435 Phone: (949)260-2642 Fax: (949)476-0256 TO AGENCY: Redevelopment Agency of the City of San Bernardino 201 North "En Street, Suite 301 San Bernardino, CA 92401 Attn: Margaret Park, AICP Phone: (909) 663-1044 Fax: (909) 888-9413 . SBEO/0001/DOC/3552_2 10/26/99 1120 ct 9 Section 19: Authority. 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 party which he or she represents. IIII IIII IIII IIII IIII 10 I ! I I SBEO/0001/DOC/J552_2 10/26/99 1120 ct . " IN WITNESS WHEREOF, the undersigned have executed this Agreement on the dates indicated next to each of their signatures as appear below. Date: f?I,?!o( Date: FORM: By: e, - J-e-)w1 Special Counsel SBEO/0001/DOC/3552-2 10/26/99 1120 ct PARTICIPANT Arthur Pearlman Corporation, a California corporation By: /1~ ~~tJJu(A~ - for Arthu Pearlman Corporation AGENCY Redevelopment Agency of the City of S Bernardino By: alrof the Community evelopment Commission of he City of San Bernardino 11 -, ". " ** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT ** RESOLUTION AGENDA ITEM TRACKING FORM Meeting Date (Date Adopted): 2. ;::,-(, :'..> Item # Vote: Ayes ,-(, Nays-Gr [2. 22. Resolution # CJX''/ZCfJ3-Li . Abstain f') Absent -& Change to motion to amend original documents: Reso. # On Attachments: Il<C Contract term: Note on Resolution of Attachment stored separately: -=- Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY Date Sent to Mayor: 2-- ~5 -c ':> Date of Mayor's Signature: }"S-O':;' Date ofClerklCDC Signature:)-!"''' 0:;" Date Memo/Letter Sent for Signature: ;). '1-<.:.':-'\ NulllVoid After: - By: - Reso. Log Updated: v/ Seal Impressed: 60 Day Reminder Letter Sent on 30th day: 90 Day Reminder Letter Sent on 45th day: See Attached:./ Date Returned: See Attached: See Attached: Request for Council Action & Staff Report Attached: Updated Prior Resolutions (Other Than Below): Updated CITY Personnel Folders (6413, 6429, 6433, 10584, 10585, 12634): Updated CDC Personnel Folders (5557): Updated Traffic Folders (3985, 8234, 655, 92-389): Copies Distributed to: City Attorney Parks & Rec. Code Compliance Dev. Services Public Services Water Police Notes: Yes / No By Yes No .....L By Yes No .-L By Yes No ;: By Yes No By EDA /' MIS Finance Others: BEFORE FILING. REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term. etc.) Ready to File: _ Date: Revised 01/12/01 CITY OF SAN BERNARDINO Interoffice Memorandum CITY CLERK'S OFFICE Records and Information Management (RIM) Program DATE: February 7, 2003 TO: Margaret Parker, Secretary FROM: Michelle Taylor, Senior Secretary RE: Resolution CDC/2003-4 At the Mayor and Common Council meeting of February 3, 2003, the City of San Bernardino adopted Resolution CDC/2003-4- Resolution authorizing the Executive Director to execute Amendment No.2 to the Redevelopment Planning and Participation Agreementfor the Santa Fe Redevelopment Implementation Area (Arthur Pearlman Corporation).. Please obtain all signatures and return the original agreement to the City Clerk's Office. If you have any questions, please do not hesitate to contact me at ex\. 3206. Thank you. Michelle Taylor Senior Secretary I hereby acknowledge receipt ofthis memorandum. Sigo,d 1',f;;; 101M! Date: ,. / ;(13 Please sign and return