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HomeMy WebLinkAboutR36-Economic Development Services .' < j. . , . ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO FROM: Maggie Pacheco Deputy Director SUBJECT: TRI PALM DEVELOPMENT, INC., PROPOSAL (NORTHWEST CORNER OF 5TH AND MT. VERNON WITHIN THE MT. VERNON CORRIDOR REDEVELOPMENT PROJECT) DATE: November 7, 2003 ORIGlNAL --.----------------------------------------------------------------------------------------.------------------------------------------------ Svnopsis ofPrevions Commission/Council/Committee Action(s): On October 9, 2003, Redevelopment Committee Suarez and Estrada voted to recommend that the Community Development Commission consider this action for approval. -------------------------------------------------------------------------------------------------------------.-------------------------------- Recommended Motion(s): (Communitv Development Commission) MOTION: A 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 AGREEMENT FOR PROPERTY ACQUISITION AND REDEVELOPMENT ASSISTANCE WITH TRI PALM DEVELOPMENT, ______________________~S.~L~T~_~~!~,~g_~_c::2~g}~.}~EQ~~g}:::Q!'M~~I.~~Qlg_c::D______________________________________ Contact Person(s): Gary Van OsdellMaggie Pacheco Mt Vernon Corridor Phone: (909) 663-1044 Project Area(s) Ward(s): 1st Supporting Data Attached: 0 Staff Report 0 Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) 0 Letters See Fiscal FUNDING REQUIREMENTS Amount: $ Impact Source: Mt Vernon Corridor Bonds Proceeds Budget Authority: (y) 1dl~~ SIGNATURE: Commission/Council Notes: ~*~{'JLfSJ3-3ft:: --------------------=t-------------------------------------------------~------------------------------------.---------- P:\Agendas\Comrn Dev Comrnission\CDC 2003\03-11-17 Tri Palm Dev SR.doc COMMISSION MEETING AGENDA Meeting Date: 11/17/2003 Agenda Item Number: 1<.3(P " . '. . .. ECONOMIC DEVELOPMENT AGENCY STAFF REPORT Tri Palm Development. Inc.. Proposal (Northwest Corner of 5th and Mt. Vernon within the Mt. Vernon Corridor Redevelopment Proiect) BACKGROUND/CURRENT ISSUE: On August 21, 2003 the Redevelopment Committee recommended approval to the Community Development Commission to authorize Staff to send out Owner Participation notices to the property owners who own property at the northwest comer of 5th and Mt. Vernon (see Exhibit "B") in the Mt. Vernon Corridor Redevelopment Project ("Project Area") advising them of the preliminary proposal submitted to the Agency from Tri Palm Development, Inc., ("Developer"). On September 2, 2003, the Community Development Commission approved the Redevelopment Committee's recommendation. On October 7, 2003, Staff sent out the official Statement of Interest to Participate to all property owners within the Study Area (Exhibit "C"). In accordance with the Adopted Owner Participation Rules, Property Owners had 30 days in which to submit to the Agency a competing proposal. As of the date of this writing, no competing proposals were received. However, one property owner did submit a Statement of Interest to Participate in the Project Area by advising the Agency that although they do not have an alternative proposal, they wish to remain in the present site. On October 6, 2003 the Executive Director hired an appraiser to commence the appraisal process of the effected Study Area parcels should the Proposed Development prove to be feasible. The Developer's proposal consists of development of an ARCO-brand retail gasoline station, an AMlPM mini-mart and carwash ("Proposed Development") at the northwest comer of 5th and Mt. Vernon within the Project Area (see Exhibit "D" - Preliminary Proposed Development Plan). The initial Proposed Development (Phase 1) would encompass approximately six (6) parcels on the west side of Mt. Vernon. The value of the Proposed Development is estimated to be in excess of $2 million. Although there are a number of business points that must be negotiated, initially the Developer is proposing that the Agency acquire the Study Area parcels, relocate any businesses, demolish the improvements, install any required off-site public improvements and contribute up to $250,000 towards on-site improvements. Dependent on the outcome of acquisition negotiations, the Agency's financial contribution could be in excess of $1 million. The Developer proposes to buy the Study Area (Phase 1) parcels from the Agency at fair market value. Although at the time of this writing, all deal points have not been negotiated or agreed upon, these deal points will be negotiated during the Negotiation Period of the attached Redevelopment Project Study Agreement for Property Acquisition and Redevelopment Assistance ("Agreement") by and between the Agency and the Developer (180 days), the subject ofthis Agenda item. During the Negotiation Period, the Developer will also begin to process the necessary Conditional Use Permit (CUP), environmental and any other land use entitlements. It is important to note that since the early 1970's, Agency Staff and Elected Officials have held numerous meetings and discussions with prospective developers in an effort to generate development interest or stimulate economic development activities within this particular location of the Project Area. Up until now, there has been no real tangible development proposal submitted to the Agency. ------------------.------------------------------------------------------------------------------------- P:\Agendas\Comm Dev Commission\CDC 2003\03.] 1-17 Tri Palm Dev SR. doc COMMISSION MEETING AGENDA Meeting Date: 11/17/2003 Agenda Item Nnmber: R3(i; , , , > ~ Economic Development Agency Staff Report Tri Palm Development - Mt. Vernon Corridor Project Area Page 2 If the Proposed Development comes to fruition, it will serve as a major catalyst and stimulate further economic development interest within the Project Area. The Proposed Development will result in new tax increment funds to the Agency, generate jobs for the local community, provide new and modern land uses and services which are sorely needed in this part of the community, and last but not least, provide new sales tax revenue for the City which is presently nonexistent in the Project Area. Moreover, in anticipation that a Phase II of the Proposed Development may be possible, Staff also proposes that the three (3) vacant parcels (parcel numbers 9, 10 and 11) located at Mt. Vernon and Spruce, adjacent to Agency owned property (see Exhibit "B") be included as part of the initial Phase I acquisition program of the Proposed Development. In closing, in an effort to explore the feasibility of the Proposed Development, Staff is recommending that a Agreement between the Developer and the Agency will be helpful and assist in the firm negotiations with the Developer's prospective tenants. ENVIRONMENTAL IMPACT: A proposed Study and Exclusive Right to Negotiate Agreement is exempt from the California Environmental Quality Act (CEQA). FISCAL IMPACT: None at this time. However, should the Developer and Agency determine that the Proposed Development is feasible and wish to enter into a Disposition and Development Agreement (DDA), the estimated Agency expenditure is in excess of $1 million. As such, the Project would be funded with Mt. Vernon Bond proceeds. RECOMMENDATION: That the Community Development Commission adopt the attached Resolution. /1vi7~ Maggie Pacheco, Deputy Director ---------------------------------------------------------------------------------------------------------- P:\Agendas\Conun Dev Conunission\CDC 2003\03-11-17 Tri Palm Dev SR.doc COMMISSION MEETING AGENDA Meeting Date: 11/17/2003 Agenda Item Nnmber: (3 (p .1 2 .13 14 _5 RESOLUT~~Y 3 A 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 BERI\IARDINO ("AGENCY") TO EXECUTE THE REDEVELOPMENT PROJECT STUDY AGREEMENT FOR PROPERTY ACQUISITION AND REDEVELOPMENT ASSISTANCE WITH TRI PALM DEVELOPMENT, INC. (MT. VERNON CORRIDOR REDEVELOPMENT PROJECT) 4 5 6 7 8 WHEREAS, the Agency has acquired and owns certain lands as generally depicted i Exhibit "A" (the "Agency Property"); and 9 10 WHEREAS, the Agency Property is situated in an area which is referred to as the "Mt. V ernon Corridor Redevelopment Project Area" and third parties own certain lands which ar II 12 adjacent or nearby the Agency Property as generally depicted in Exhibit "B" (the "Privat Property"); and 15 WHEREAS, the Agency is prepared to consider and study the provision of certai redevelopment assistance to Tri Palm Development, Inc. (the "Developer") to facilitate th assembly of the Private Property with the Agency Property into developable parcels ofland so a 16 17 to foster the community economic development goals and objectives of the City of S 18 Bernardino (the "City") as it relates to the Mt. Vernon Corridor Redevelopment Project and th Agency has designated for such study purposes, the land included within the perimeters of th tract marked by the boundary lines depicted in Exhibit "c" (the "Study Area") for such studY' and 19 20 21 WHEREAS, the Study Area includes both the Agency Property and the Private PropertY' 22 and 23 WHEREAS, the Agency intends to initiate certain additional studies and proposals t address a number of issues of community concern in the Study Area relating to elimination an prevention of the spread of blight from the Study Area; and 24 -1- P:\As:endas\Ruolulions\ResoluUorls\2003\03-11-17 Tn Palm CDC RUG.dot e2 e13 14 WHEREAS, the Developer is qualified to assist the Agency to undertake the study 0 specific proposals and plans for a coordinated and economically sustainable redevelopmen 3 project in the Study Area, which will require specific study, evaluation, and planning by the City 4 and Agency, as applicable, of appropriate and feasible community redevelopment progra 5 alternatives; and 6 WHEREAS, in accordance with the provisions of the California Environmental Quality Act (CEQA), a redevelopment study agreement is exempt from the provisions of CEQA. 7 8 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS FOLLOWS: 9 10 Section I. The Community Development Commission hereby authorizes and 11 12 approves the Agreement by and between the Agency and Developer in the form as presented at the meeting of the Commission at which this Resolution is adopted and hereby authorizes the Executive Director to execute the Agreement on behalf of the Agency together with such technical and conforming changes as recommended by the Executive Director and approved by 15 the Agency Counsel. 16 Section 2. 17 /II 18 /II 19 /II 20 /II 21 /II 22 1/1 23 /II 24 _5 /II The Resolution shall become effective immediately upon its adoption. -2- P:\Agtndas\Rtlolullonl\Rl!Iolulion!i\200J\OJ-II-17 Tri Palm CDC Rtlo.doc I .2 -: . 3 A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA APPROVING AND AUTHORIZING THE EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (" AGENCY") TO EXECUTE THE REDEVELOPMENT PROJECT STUDY AGREEMENT FOR PROPERTY ACQUISITION AND REDEVELOPMENT ASSISTANCE WITH TRI PALM DEVELOPMENT, INC. (MT. VERNON CORRIDOR REDEVELOPMENT PROJECT) 4 5 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 7 Development Commission of the City of San Bernardino at a meeting 8 thereof. held on the _ day of , 2003, by the following vote, to wit: 9 Commission Members: Navs Ayes Abstain Absent 10 ESTRADA 11 LONGVILLE 12 MCGINNIS 13 DERRY 14 SUAREZ ANDERSON MCCAMMACK 17 18 19 Secretary 20 The foregoing Resolution is hereby approved this day of 2003. 21 Y) " ..;._1 Judith Valles, Chairperson Community Development Commission of the City of San Bernardino 24 Approved a to form and legal content: ," -) 26 27 28 -3- e e e THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BER.J"IARDI~O REDEVELOPMENT PROJECT STUDY AND REDEVELOPMENT ASSISTANCE AGREEME~T (TRI PALM DEVELOPMENT, INC.: MT. VERNON CORRIDOR REDEVELOPMENT PROJECT) REDEVELOPMENT PROJECT STUDY AND REDEVELOPMENT ASSISTANCE AGREEMENT, is dated as of November 17, 2003 (the "Agreement") and is entered into by and between TRI PALM DEVELOPMENT, INC., a (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 below, the Agency has acquired and owns certain lands as generally depicted in Exhibit "A" (the "Agency Property"); and The Agency Property is situated in an area which is referred to as the "Mt. Vernon Corridor Redevelopment Project Area" and as of the Effective Date, third parties own certain lands which are adjacent or nearby the Agency Property as generally depicted in Exhibit "B" (the "Private Property"); 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 community economic development goals and objectives of the City of San Bernardino (the "City") as relate to the Mt. Vernon Corridor Redevelopment Project and the Agency has designated for such study purposes, the land included within the perimeters of the tract marked by the boundary lines depicted in Exhibit "c" (the "Study Area") for such study; and The Study Area includes both the Agency Property and the Private Property; and 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 prevention of the spread of blight from the Study Area; 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 in the Study Area, which will require specific study, evaluation, and planning by the City and Agency, as applicable, of appropriate and feasible community redevelopment program alternatives; and P;\CI<.:ri<.:al Sen'lces DCpl\Margarel\4,grecmcnls.Amendmenl~\Agrmls.Amend 2003\03-11-17 ML Vernon Tri Pam Project 51udy DOC e e e Following the Effective Date, the Developer may at its sole discretion, but under no obligation to do so, acquire any or all of the Private Property in the Study Area on terms which are economically feasible for the Developer, and which are also acceptable to all interested persons; and The Developer and the Agency believe it is appropriate for the Agency, in consultation with the Developer to undertake certain redevelopment studies and to incur certain costs, in consultation with the Developer 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 THEREFOR, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES SET FORTH HEREIN, THE DEVELOPER AND THE AGENCY HEREBY AGREE, AS FOLLOWS: I. Developer Acknowledl!ements 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 nor an acceptance by the Agency of any offer or proposal from the Developer to convey any interest in the Agency Property or the Private Property to the Developer. Any studies relating to the Study Area, the Agency Property or the Private Property, and the Project (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 concern 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. 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 by serving written notice of such termination, referencing this Section, on the Developer. P:\Clcrical Services DepfJ.1argarellAgreemenls.-Amendmcnts\Agrmls-Amend 2003\03_11_17 Mt. Vernon Tri Palms Project Study,DOC 2 . . e d. This Agreement shall automatically terminate, without further notice or action, and be of no further force or effect eighteen (18) months following the Effective Date, unless prior to that time: (I) 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 parties each agree to extend the term of this Agreement in writing to a specific date, subject to the Agency first making a finding in its sole discretion that satisfactory progress is being made to complete the activities to be performed by the Developer set forth in Section 3; or (3) 20, as applicable. a party terminates this Agreement as provided under Section 19 or Section 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 commercial-retail development project as generally set forth in the conceptual proposal attached as Exhibit "D" (the "Project"). 3. Nel!otiation Period. Proiect Study and Proiect Study 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 eighteen (18) months from the Effective Date unless such date shall have been first extended as authorized under Section l.d.(2). 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. Within sixty (60) days following the Effective Date, the Agency and the Developer shall initiate the preparation of a feasibility study for the redevelopment of the 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 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 P:\Clencal Services Dept\MargucIAgrccmenls.Amendmcnls\Agnms.AmeIld 2003\03-11-17 Ml. Vernon Tri Palms Projecl SI~d)',DOC 3 . . . hundred and twenty (120) days following the Effective Date. 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.h.(A) and (B) in sufficient detail to be mutually acceptable to the Developer and the Agency, 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. 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, including without limitation, the conduct of a public hearing on a final environmental impact document for the Project, within six (6) months 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 acceptance and approval of the Agency which approval shall not be unreasonably withheld, conditioned or delayed; (ii) depending on the nature of such a modification, a suitable modification of the environmental and other elements of the Project Study as modified, may also be indicated. The Agency 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 reasonable approval of the Developer. 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 sole and absolute discretion to accept, reject or modify any such proposed term or condition to the Project DDA in its sole discretion. e. Notwithstanding any other prOVISIOn of this Agreement to the contrary and provided the Agency is not in default, the Agency reserves the sole and absolute discretion to suspend the Project Study and terminate this Agreement at any time, in its sole and absolute discretion subject to the terms of Section 19.c. f. During the course of the Project Study, the Agency shall pay for any "Project Study Costs" and expenses of third party consultants who are engaged by the Agency under written contract to undertake one or more elements of the Project Study. Project Study Costs do no include third party costs incurred by the Developer in connection with the preparation or submission of any information relating to the Project on which any element of the Project Study may be based, including civil engineering expenses, architectural fees, accounting fees and the like. Each party shall bear its own legal fees and costs in connection with the Project Study. g. 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 P:\Clencal Servlce~ Dcpl\MargarCI\Agreemcnls-Amcndmenls\Agrmls-Amcnd 2003\03.11.17 Mt. Vernon Tri Palms projecl SludyDQC 4 ,---:---- . . . . 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. h. 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: (A) preparation by the Developer in consultation with the Agency of a preliminary financial feasibility study/analysis for the development of the Project on the Study Area, setting forth the plan for acquisition of the Private Property and the phasing of Project development, if any, and an estimate of development costs, project income, and a proforma statement of Project capital return including, without limitation, the following: (1) projections of Project income and operating expenses; and, (2) projections of debt and equity that can be drawn from the Project; and, (3) projections of Project cash flow; and, (4) projections of public (City, State, and federal) financial assistance anticipated for the Project; and, (5) projections of overall Project value, revenue, sales and property taxes; and, (6) projections of the costs and benefits to the City and the Agency for all construction, maintenance and operations of all proposed public improvements; and, (7) projections of the costs of additional or increased levels of public services; and, (8) 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 (1) through (8) above shall be completed by the Developer and submitted to the Agency within sixty (60) 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. (B) 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: P:\Clerical Services De:pI\.'..1argarcl'Agrcemenls-Amendmenis'>Agmus-Amcnd 2003\03.11-11 Ml. Vcmon Tri Palms Project Study DOC 5 . . e ,----------- (I) proposed land use categories on a parcel-by-parcel basis, including proposed zoning and General Plan changes, if any, necessary to accommodate the Project; and (2) proposed time schedule and cost estimates for the development of proposed public and private infrastructure upgrades, proposed publicly owned facilities, public improvements, public infrastructure and private development; and (3) proposed financing plan identifying the timing of receipt by the Developer and the Agency, as applicable, of the financing sources for all private and public improvements proposed in the Project, by phase, if applicable; and (4) proposed financing plan for the acquisition by the Developer and/or the Agency of any Private Property as necessary for the Project; and (5) a list of potential users or tenants and anticipated lease rates and resale land prices. 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. i. The Developer shall inform the Agency in writing whether based on the information set forth in Section 3.h., 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 for in which the specific terms for the redevelopment of the Property may be set forth on terms mutually acceptable to the parties (the "Project DDA"). J. The Developer shall submit each of the items of information described in this section to the Agency Executive Director, within the time periods set forth above. Within twenty (20) calendar days of 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 (10) calendar days of receipt of such information, the information shall be deemed submitted in acceptable form by the Agency. The determinations to be made by the Agency Executive Director under this subsection in no way bind or constitute the approval of the Agency regarding, without limitation, plans, specifications, engineering, architecture, uses, tenants, sale prices, rental rates, the Project or the Project DDA. P:\Clcriul Ser\'ice~ Dcpt\MargarCI,^grecrnems-Amendmen1~\Agmlls-Amcnd 2003\03-] 1,]7 Ml Vernon Tn Palms Project SludyDOC 6 e e e 4. Oblil!ations of the 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 selection of tenants and 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); and 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; and d. In the event that following the Effective Date the Developer may in its sole discretion acquire any of the Private Property, the Developer shall not cause the displacement of any residential occupant or tenant in lawful possession on any such parcel of Private Property during the Negotiation Period without first obtaining the written permission of the Agency. 5. Al!encv Not to Nel!otiate with Others. a. The Agency, currently, deems the disposition of the Agency Property and the redevelopment of the 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 of all of the Property, including the sale of the Agency Property to the Developer. 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, Private Property or the redevelopment of the Project. The term "negotiate", as used herein, shall be deemed to preclude the Agency from accepting any other offer or proposal from a third party to either acquire from the Agency any interest in any 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 submit and the Agency may consider any proposal for the disposition and/or redevelopment of any lands adjacent to the Study Area. c. During the Negotiation Period, the Agency may in its sole discretion, elect to acquire any Private Property as the Agency may deem appropriate on such terms and conditions as the Agency may approve. Nothing herein shall be deemed to be a commitment or understanding by the Agency to the Developer to acquire any such Private Property as may be offered for sale or which otherwise may become available for acquisition during the Negotiation P:\Clencal Services Dcpt\MargllTcl\A.grccmcnls-Amcndmcnls\Agrmls-Amend 2003\03-11-]7 Me Vernon Tri Pam Projtt1 Study_DOC 7 . . . Period and the Agency shall not be deemed to have appropriated or made available any funds therefore. 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 Study Area. The Agency may also provide any other information in its possession that would customarily be furnished to persons requesting information from the Agency concerning its activities, goals and matters of a similar nature, or as required by law to be disclosed upon request. 6. Al!encv Cooperation. During the Negotiation Period the Agency shall: A. At the request of Developer, use its best efforts to assemble written materials and documents relating to the Agency Property and 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 Project. C. Use its best efforts to provide the Developer with limited access to the Agency Property, and/or the 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. E. In the event the Developer acquires fee title to any of the Private Property during the Negotiation Period (the "Developer Acquired Property") and thereafter the Agency and the Developer are unable to negotiate and execute the final form of the Property DDA, or the Agency terminates this Agreement in its discretion without cause or default by the Developer, the Agency shall purchase the Developer Acquired Property from the Developer, at the fair market value of the Developer Acquired Property, or the purchase price paid by the Developer, whichever is less upon termination of this Agreement. P:\Clerical Services Depl'.\1argaret'-Agreemenls-AmcndmenlsAgnnls-Amend 200)\03.11.17 Me Vernon Tri Palms Project Sludy.DOC 8 ,-;---- e . e 7. Nel!otiation of ProperlY DDA. During the Negotiation Period, the Agency and the Developer shall negotiate diligently and in good faith to prepare and enter into the Project DDA. Both of the parties shall exercise best efforts to complete discussions relating to the final terms and conditions of the Project DDA and such other matters, as may be mutually acceptable to the parties for the redevelopment of the Project on the Property, prior to the expiration of the Negotiation Period. 8. Consideration for this Al!reement and Reservation of Ril!hts. 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, 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 Project or the Study Area. 9. Planninl! and Desil!n; Related Acknowledl!ments of the Parties. Certain development standards and design controls for the Project may be established between the Developer and the Agency in negotiation of or in the final form of the Project DDA, but it is understood by both parties that the Project and the redevelopment of 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 or the Study Area, itself, by either the Agency or the City. 10. Developer Financial Disclosures. The Developer acknowledges that it may be requested to make certain confidential financial disclosures to the Agency, its staff or legal counsel, as part of the financial due diligence investigations of the Agency relating to the potential disposition of the Agency Property or 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, to the maximum extent permitted by law. The Agency shall not provide a copy of any business record protected from disclosure under Government Code Section 6254.15 to a third party, unless the Developer first consents to such disclosure in writing or, unless a court of competent jurisdiction compels disclosure. P:\ClericaJ Services Dcpl\Margarel,^gn:emcnls-Amcndmcnl!;'Agrmls-Amcnd ~OOJ\03-11.17 MI, Vernon Tn Palrm PrOject $lud)'DOC 9 ,--:------ - e . e II. Developer Acquires No Interest in Real Property or in the Al!encv 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 Property. Furthermore, nothing in this Agreement shall be deemed to be a commitment or understanding by the Agency to assist the Developer to acquire any of the Private Property. 12. Nondiscrimination. The Developer shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in undertaking its obligations under this Agreement. 13. Compliance with Law. The Developer acknowledges that the Property 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 Property with the Agency Executive Director or his/her 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. P:\ClcT1cal Services Dcpl.MargarwAgrccments-Amcndmcnls'.Agnnls-Amcnd 2003\03-11-17 Mt Vernon Tri.?alms Projecl Slud).DOC 10 e e e TO DEVELOPER: Tri Palm Development, Inc. 40980 County Center Drive, Suite 223 Temecula, California 92591 Attn: Richard D. Anderson, Chief Operating Officer (909) 308-6460 TO AGENCY: Redevelopment Agency of the City of San Bernardino 201 North "E" Street, Suite 301 San Bernardino, California 9240 I Attn: Executive Director (909) 663-1044 17. Acceptance of Al!reement by the Developer. The Developer shall acknowledge its acceptance of this Agreement by delivering three (3) counterpart executed copies of this Agreement signed by at least two (2) authorized officers of the Developer. The delivery by the Developer to the Agency of the executed counterpart copies of this Agreement shall be completed within thirty (30) days following the approval of this Agreement by the governing board of the Agency or thereafter this Agreement shall have no further force and effect with respect to either party. 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 by Developer or by 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 in the Study Area, and this Agreement shall terminate and the parties shall be mutually released from any further obligations hereunder; provided that the Developer gives forty-five (45) days written notice to the Agency. b. Provided the Agency is not in default, the Agency may in its sole and absolute discretion exercise an election to suspend the Project in the Study Area, and this Agreement shall terminate and the parties shall be mutually released from any further obligation hereunder forty- five (45) days following written notice to the Developer. 20. Defaults and Breach - General. Failure or delay by either party to perform any material term or proviSIOn of this Agreement shall constitute a default under this Agreement; provided however, that if the party who is otherwise claimed to be in default by the other party commences to cure, correct or remedy the alleged default within thirty (30) calendar days after receipt of written notice P:\Clcrlcal SCr..'lCCS Dcpl\Margarw.Agrccmc:nls-AmcndmenlsAgrmts-Amcnd 200)-,03-1 1-17 Ml Vernon Tri Palms Project Sludy.DOC II e tit tit specifying such default and shall diligently complete such cure, correction or remedy, such party shall not be deemed to be in default hereunder. The party which may claim that a default has occurred shall give written notice of default to the party in default, 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 thirty (30) calendar days following written notice, as provided above, a "breach" shall be deemed to have occurred. In the event of a breach, the party who is not in default shall be entitled to seek any other appropriate remedy by initiating legal proceedings. The private party in any such legal proceeding shall be entitled to recover its reasonable attorneys fees as an element of its damages, either as part of such legal proceedings or in a separate legal action to recover such attorneys fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement shall be considered as "attorney's fees." In the event that a breach has occurred under this Section 20, the party who is not then in default may terminate this Agreement by serving the other party with a written notice of termination, and thereafter the Agreement shall terminate thirty (30) days following the date of service of the notice of termination on the other party. 21. Governinl! Law; Venue. The parties hereto acknowledge that this Agreement has been negotiated and entered into in California. The parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. Further, the parties to this Agreement hereby agree that any legal actions arising from this Agreement shall be filed in California Superior Court, in the Court of San Bernardino, Central District. 22. Partial Invaliditv. If any term, provision or portion of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such ternl 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. Pc,Clerical Services Dcp!',Margaret\Agreemcnl,-Amcndmcms'Agrml,-Amend 2003\03-11-17 M! Vernon Tri Palms Projecl SludyDOC 12 . e e 23. 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 create any rights in, or right of action to or for the use or benefit of any third party, including any governmental agency, who is not one of the parties to this Agreement. 24. Waivers. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of the time for performance of any obligation or act to be performed herein shall not be deemed to be an extension of the time for performance of any other obligation or act to be performed under this Agreement. 25. Entire Al!reement. This Agreement (including Exhibits "A" through "D" attached hereto) is the final expression of, and contains the entire agreement between, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein. This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which together shall constitute a single instrument. 26. Time of Essence. 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 material breach of and a non-curable (but waivable) default under this Agreement by the party so failing to perform. 27. Construction. Headings at the beginning of each section, paragraph and subparagraph are solely for the convenience of the parties and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared the same. Unless otherwise indicated, all references to sections are to this Agreement. All exhibits referred to in this Agreement are attached hereto and incorporated herein by this reference. P:,Clerical ServIces Depl'"\largarel\Agreemenl~.Amendment>',^grmI5.Amend 2003103.11.17 ML Vernon Tri Palms Projecl Slud)'VOC 13 . . . IN WITNESS WHEREOF, Tri Palm Development, Inc. 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 Tri Palm Development, Inc., a Dated; By; Dated; By; AGENCY Redevelopment Agency of the City of San Bernardino Date; By; Gary Van Osdel Executive Director P\Clerical Services Dcpl\M.lfgarel'J\greements-AmendmenlS\Agrml~-Amend 2003\03-1 ].]7 MI. Vernon Tri Palms ProJect Study.DOC 14 . e e EXHIBIT "A" Agency Prooerty P:\Clcrlcal SCr\-iccs Dcpl\Margarel\Agrecmenls-Amcndmenls',^gffilts-A.mend 2003',03.11-\7 Ml Vernon Tri Palms Project SludyOOC 15 e e e EXHIBIT "8" Private Property P-'-CI<:rical Sen-ices Dcp!\.~largarel,Agreemellls.Amendmenl>Agrmb"'vncnd 2003\0)-11.17 Me Vernon Trl Pdms PrOject Study,DOC ]6 0 @ I 0 I 138-115 ~ I @ I I I @ I I I I I I 0 I I !._---------_::.- Legend: 5th Street - - - . . - Mt. Vernon Corridor Project Area -------, I I Private Property --------- Proposed Project Site Phase 1 APN: 138-115-02 138-115-04 138-115-06 138-115-03 138-115-05 138-115-07 Proposed Project Site Phase 2 APN: 138-114-09 138-114-10 138-114-11 138-114-09 138-114-10 138-114-11 "PRIVATE PROPERTY" Exhibit "B" November 3, 2003 . . . EXHIBIT "C" Map of Study Area P:',Clerical SCI"\'Ices Dcpl\.~1argarel\.Agreements.Amendmenls.Al!rmIS.Amcnd 2003,03.11.17 Ml. Vernon Tn Palms Project SludyDOC 17 . . e EXHIBIT "D" Description of Proiect P:IClcrical Sel""ICCS Dept\Margarcl\Agreemenls-Amcndmentsv'\gmm-Amend ;!OO),O).II 17 ML Vernon Tr; Palms Project SludyDOC 18 - - Q.) ::J c: ~ <::( c: .8 0> c: "- t: I~ I {.} I I I 138-114 I I , , I I I I I 138-115 Legend: 6th Street ~ ::::: <::( __SJ2.r:.Y.f~J21ce..~t 0""--"------~J.d ; ,-) : I I JJ iQ' Ne~~r Wash : N I( - Ilr , IR,-----!~'fni'l I .----L.2....J I ~ ' ~, ; I :-..----.. .. .. \.-.; I I ~ :~'''If : New am/pm '; ! _ ..... _ :aCi~ty ~.'_' ',! I I~! II' I I'WI"I , 'T'll:, II il' I I.",., 11~H ii i I il Irr--r"rl 171 I. ,._...._,-..m--. III ,', Gas Pump I ' I ,i ' canopy../ ! ! 8.:.:::--:*------" .....J) --------------.... 5th Street - . . - Mt. Vernon Corridor Project Area r--------. I I Proposed Project I________.J Q.) ::J c: ~ <::( c: o E ~ ....; ~ I I - - "DESCRIPTION OF PROJECT" Proposed Project Site Phase 1 Proposed Project Site Phase 2 APN: 138-114-18 Agency Owned Exhibit "0" November 3, 2003 " ~ CITY OF SAN BERNARDINO Interoffice Memorandum CITY CLERK'S OFFICE Records and Information Management (RIM) Program DATE: November 24, 2003 TO: Margaret Parker, Secretary FROM: Michelle Taylor, Senior Secretary RE: Resolution CDC/2003-38 At the Mayor and Common Council meeting of November 17, 2003, the City of San Bernardino adopted Resolution CDC/2003-38 - Resolution approving and authorizing the Executive Director to execute the Redevelopment Project Study Agreement for property acquisition and redevelopment assistance with Tri Palm Development, Inc. (Mt. Vernon Corridor Redevelopment Project). Please obtain signatures in the appropriate location and return the original agreement to the City Clerk's Office. If you have any questions, please do not hesitate to contact me at ext. 3206, Thank you. Michelle Taylor Senior Secretary I hereby acknowledge receipt ofthis memorandum. Signed: '1tJ1;:d ~ Date: 1;2'/.:2/0 3 ( ( Please sign and return ECONOMIC DEVELOPMENT AGENC'*ei"i:'! .. OF THE CITY OF SAN BERNARDINO VC. V~:Ij-e/T'( OLfJjJK INTER-OFFICE MEMORANDUM "03 DEC 2'2 P4 :21 TO: Michelle Taylor, Senior Secretary, City Clerk's Office -1V'\,f Margaret Parker, Secretary FROM: SUBJECT: Executed Document DATE: December 22, 2003 Enclosed is the fully executed Agreement pertaining to the following resolution: CDC12003-38 Redevelopment Project Study and Redevelopment Assistance Agreement (Tri Palm Development, Inc.: Mt. Vernon Corridor Redevelopment Project) Please let me know if you have any questions. Thank you, Margaret Enclosure cc: Barbara Lindseth (with Original Executed Agreement) Barbara Sharp (with Copy of Agreement) Maggie Pacheco (with Copy of Agreement) .. ** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT ** RESOLUTION AGENDA ITEM TRACKING FORM Meeting Date (Date Adopted): 11- n-03 Item # IC3I.o Resolution # Vote: Ayes t -'I Nays -eT Abstain .e-- Change to motion to amend original documents: C OC'../2CD3'3~ , Absent e- Reso. # On Attachments: ~ Contract term: - Note on Resolution of Attachment stored separately: -= Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY By: Null/Void After: - Date Sent to Mayor: 1 \~ \ ~-O3. Date of Mayor's Signature: \ \-'LO()~ Date ofClerklCDC Signature: ,I-'lD -03 Reso. Log Updated: Seal Impressed: v- I/'" Date Memo/Letter Sent for Signature: 60 Day Reminder Letter Sent on 30th day: 90 Day Reminder Letter Sent on 45th day: \l-7-'i-()~ See Attached: ~ate 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): Yes ./ No By Yes No v By Yes No ~ By Yes No ,/ By Yes No/ Copies Distributed to: City Attorney Parks & Rec. Code Compliance Dev. Services Police Public Services Water EDA ./ Finance MIS Others: Notes: 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 01112/01