HomeMy WebLinkAboutR03-Economic Development Agency
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m:vBIDPHE:lf.r IZPARDIBNr ~ 'l'HI
CI'l'lC ~ MIl IlBRlGRDIlO
REOIlE9'l' FOR rn.tIIT_Tn..U~. ~
Fran: mmE:lH J. IIENDE:RSCN
Elcecutive Director
SUbject:
Date: May 16, 1991
SyDopsia of PreYious OCIIIIIissiOD/OOImcil/OCIIIIIitt:ee kltiOJU
en May 9, 1991, the Redev8l._tt OCIIIIIittee rec:>....-tded that the thmo"1ity
Devel_tt to negctiate exclusively with the o:.1Sso.Ilia Devel_lt n-..p.ny en
lan:!. ClWl'Ied I::Iy the lhmli-:la11ocated east of "G" st.......t an:!. IlCalth of Rialto
Avenue.
Rea ._.~ JIotlonl
In.-1ft'' t-v DevelOlIUA..t ",....... _iem'
RBSOIDl'Iaf ~ THB CXIIDl1'l'lC m:vBIDPHE:lf.r <XIIMI8SICIf ~ THB CI'l'lC ~ DIf ~
MIl'KN.uG All ~ 'm l4B(l.rA:.ud'B IIllmD8ZVBLY BB'lWEBN THB IIIl9BlDPJIENl' ~
AND ~9O'llLI8 m:vBIDPHE:lf.r <XIIPANY (CBNl'RAL CI'l'lC PRmlCT AREA).
DHIB'DI~, BDcutiw DI.rector
Devel......-.t D8part:IIIIDt
Ca1tact PerIi(lO:
Ken lJoorrlA""",," IJc:lm Hoea&r
lbcna:
5065: 5081
One (11
Project Area: central City (OCl
~ Data Attadled: Sbf'f -<<t:
ward(s) :
Resolutien: ERN J\aI:_,rt;
FUNDIOO ~:
Amount: S
N/A
SOUrce:
~ Authority:
OCIIIIIissiOD/nr.......41 Jbtesl
KJH:JH: lab: 4356
cx:fAIt8SIaf Jws!".uG
MIletiDr;J Datel OS/20/1991
Jlqenda Ita Nol
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I8VEIDBCI!:If.r IZPARDII!:m'
f7I!1in ~
00I1"-.I1i. EKeclusive Riaht to Heaot:iate
Q1 August 6, 1990, the thmanUty Devel.......-,t lhIIIli....iat ~ an agl..........t to
negotiate exclusively with the OOIlSsoulis Devel___lt ~ at prq:l8rt.y located
at the southeast comer of Seoc:ird an:! "0" streets (Water DepIIrt:mIlnt prq:l8rt.y) .
'1his site was eventually abanda1ed an:! the best: np1ac-....1L new "A"""'.... to be
lhIIIli....iat-ClWnlld ~~:ty sc:uth of Rialto AVElI'Ul8 an:! east of "G" street as shewn
at the map in the attadled A9l-lt.
'lb8 JmPOS8 of the agr~.t is ~ an:! is to provide a -::lor office
bl1i1din1 for CAIImANS that will 0atS011dat.e SElIf8J:'lll existin;r sites into Q'18
downtown locatiat. 'lbe thdn;r of the CAIImANS ptoonf is ~t uncertain, so
w have prtNidecl for the po-eJbility of a ninety (90) day extensiat to the I:lasic
Q'18 hundred, eighty day (180) tem. We be1~ this tJmaframa will be sufficient.
'lbe c.hanJa in locatiat was for the convenience of the City an:l the devel.cpr is a
alOe" -.... .t3atinq this cMrr;Je in locatlat. It ~ that the new site will be a
superior site for CAIImANS lItbicb is new pl.anninq a bulldin1 of almost 450,000
sq..mre feet.
'lbe 69...........1L has been reviewed and ~ l:Iy DeparbDent Q:ulsel. 'lberefore,
staff no ....-'Ids adcptiat of the at:tad1ed resolutiat.
~, BIr8clutive Dizector
Dwel~ ~
o KJH:JH:lab:4356
CXJAItS8J'ar llu-ruu
M8IItiJJJ Datal OS/20/91
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RESOLUTION NO.
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RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE
CITY OF SAN BERNARDINO APPROVING AN AGREEMENT TO NEGOTIATE
EXCLUSIVELY BETWEEN THE DEVELOPMENT DEPARTMENT AND COUSSOULIS
DEVELOPMENT COMPANY (CENTRAL CITY PROJECT AREA).
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5 WHEREAS, the Redevelopment Agency of the City of San
6 Bernardino and Coussoulis Development Company ("COUSSOulis")
7 entered into an Agreement to Negotiate Exclusively ("previous
8 Agreement") on August 6, 1990 relating to certain property
9 located at the Southeast Corner of 2nd and "D" Streets in the
10 City of San Bernardino ("previous property"), and
11 WHEREAS, due to circumstances beyond the control of
12 Coussoulis said previous property was not appropriate or
13 available for the development intended by Coussoulis, and
14 WHEREAS, the Development Department of the City of San
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Bernardino ("Department") and Coussoulis now wish to replace said
16. previous Agreement with a new Agreement to Negotiate Exclusively
17 covering separate property,
18 NOW, THEREFORE, BE IT RESOLVED BY THE COMMUNITY DEVELOPMENT
19 COMMISSION OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
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SECTION 1.
The Agreement to Negotiate Exclusively by and
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21 between the Development Department of the City of San Bernardino
22 and Coussoulis Development Company relating to property in the
23 Central City Project Area (Central City South Study Area)
24 therein more particularly described, said Agreement as shown in
25 Exhibit A attached hereto and incorporated herein, is hereby
26 approved and the Chairman of the Commission is authorized and
27 directed to execute said Agreement with such non-substantive
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changes as may be approved by Counsel to the Department.
DAB/ses/Cen-Cit2.res
May 15, 1991
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1 RBSOLUTION...BBTWBBN THB DBVBLOPMBNT DBPARTMBNT AND
COUSSOULIS DBVBLOPMBNT COMPANY (CENTRAL CITY PROJBCT AREA).
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3 I HEREBY CERTIFY that the foregoing resolution was duly
4 adopted by the Community Development Commission of the City of
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San Bernardino at a
day of
meeting thereof, held on the
, 1991, by the following vote, to wit:
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Commission Members:
8 ESTRADA
9 REILLY
10 FLORES
12 MINOR
11 MAUDSLEY
13 POPE-LUDLAM
14 MILLER
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AYES
NAYS
ABSTAIN
Secretary
The foregoing resolution is hereby approved this
day of
Approved as to
form and legal content:
By: /A,A#~~
/~~~;'~sel
DAB/ses/Cen-Cit2.res
May 15, 1991
, 1991.
W. R. HOLCOMB, Chairman
Community Development Commission
of the City of San Bernardino
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AGREEMEI'IT TO NEGOTIATE EXCLUSIVELY
by and between the
DEVELOPMEI'IT DEPARThIm:r OF
TIlE CITY OF SO BERNARDINO,
( "Department")
and
COUSSOULIS DEVELOPMEI'IT COMPABY
("DEVELOPER")
CUTRAL CITY PROJECT AREA
Dated a. of
, 1991
E",h.\b~t. J\
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TABLE OF COIm!:RTS
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I . [5100] NEGOTIATIONS
A. [5101] Good Faith Necotiations
B. [5102] Required Aetions
C. [5103] Necotiation Period
D. [5104] Deposit
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II. [5200] DEVELOPMENT CONCBPT
A. [5201] Seope of Development
B. [5202] Developer's Findinas, Determinations,
Studies and Reports
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III. [5300]
PURCHASB PRICB AND/OR OTRIR CONSIDBRATION
IV. [5400] TRI DBVlLOPBR
A. [5401] Nature of the Developer
B. [5402] Offiee of the Developer
C. [5403] The Developer'. Consultant. and Professionals
D. [5404] Assi&lllllent
E. [5405] Full Diselosure
v. [5500] TRI DBVlLOPBR' S FINANCIAL CAPACITY
A. [5501] Finanei.l Abilit7
B. [5502] Construetion Finaneina
C. [5503] Lona-Term Development Finaneina
0 D. [5504] Bank and Other Finaneial Referenee.
E. [5505] Full D1aelosure
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VI. [5600]
COMMISSIOB'S RESPONSIBILITIES
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A. [5601]
B. [5602]
Public Hearina
Redevelopment Plan
VII. [5700] SPECIAL PROVISIONS
A. [5701] Real Estate Commission
B. [5702] Press Releases
C. [5703] Bondiscrimination
D. [5704] Botice
B. [5705] Other Agreement.
- F. [5706] Warrant,. of Sipator.
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VIII. [5800]
LIMITATIONS OF THIS AGRElMENT
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EXHIBITS
Exhibit A Site Map
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AGRR1OO>.RT TO REGOTIATIl EXCLUSIVELY
THIS AGREEMEl'lT TO BEGOTIATI EXCLUSIVELY (the "Agreement") is entered
into th18 _ day of
, 19_, by and between the DEVELOPMEl'lT
DEPARTMEl'lT OF THE CITY OF SAIl' BERNARDINO, a public body, corporate and
politic (the "Department"), and COUSSOULIS DEVELOPMENT COMPANY (the
"Developer"), on the terms and provisions set forth below.
THE DEPARTMEl'lT AND THE DEVELOPER HEREBY AGREE AS FOLLOWS:
I.
[SlOO] BEGOTIATIONS
A. [SlOl] Good Faith NeRotistions
The Development Department and the Developer aaree for the
Neaotiation Period set forth below to neaotiate diliaently and in good
faith to prepare a Disposition and Development Agreement (the "DDA") to be
considered for execution between the Development Department and the
Developer, in the manner set forth herein, with respect to the development
of certain real property (the "Site") located within the boundaries of the
CEl'lTIAL CITY Redevelopment Project (the "Project"). The Site ia ahown on
the "Site Map," attached hereto aa Ezhibit A and incorporated herein by
reference. The aite 18 owned by the Redevelopment Aaency of the City of
San Bernardino.
The Department sarees, during the Negotiation PeriOd, as
hereinafter defined, and provided that this Agreement remains in effect,
not to enter into an aareement that does not include the participation of
the Developer reaarding the development of the Site without the consent of
Developer; provided, that the foregoing shall not be deemed to prevent the
Department from furniShing to anyone public recorda pertaining to the
proposed deVelopment. Notwithatanding the foreaoing, the DeVeloper
4C:> acknowledges that its rights hereunder are subject to the Department's
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obligations under State law and the Redevelopment Plan for the Project (the
"Plan"), including, but not limited to the conduct or disposition of any
proceedings which require notice and a public hearing. the California
Environmental Quality Control Act, and the requirements for the Developer
and/or the Department to obtain certain approvals from other public
entities. The oblilation to nelotiate in lood faith requires that
Developer communicate with Department with respect to those issues for
which alreement has not been reached, and in such communication to follow
reasonable nelotiation procedures inclUding meetings. telephone
conversations and correspondence. It is understood by the parties that
. final accord on those issues may not be reached.
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B.
[5102]
Reauired Actions.
(1) Bot later than ninety (90) days from the date of this
Aireament, and subject to the provisions of Section 800, the developer
shall submit to the Department a "Development Concept Packale". The
Development Concept Paeka&e shall include the following:
(a) a detailed description of the proposed
development, inclUding uses, approximate square footale of buildings,
tentative desianation of parking and landscaped areas. users/tenants (if
known) for the Site;
(b) marketing reports describing and substantiating
(on a preliminary basis) the undertakings proposed by the Developer;
(c) estimate of development costs with supportina
data with respect to the Site;
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(d) key assumptions as to economic feasibility, such
as development timing, and any commitments expected from the Department;
(e) the proposed SchedUling of the proposed
c::> development;
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(f) the proposed source and method of financing;
(a) detailed bioaraphical and background description
of the proposed Contractor/Developer (and all principals in the proposed
development entity). including such matters as (i) prior record with
respect to the completion of projects. particularly those of a scale
comparable to that proposed herein; (ii) record of timely performance
reflecting minimal litiaation and/or disputes concerning the payment of
joint venturers. contractors. suppliers, or taxing authorities and (iii)
record of satisfactory operation of analaaous projects. It is understood
that tha Department may take appropriate steps to verify such mattera, and
the Developer acrees to cooperate in furnishing such information to the
Department;
(h) access to audited financial statements for
auarantors (the Developer acknowledaes that personal auarantees may be
required with respect to obliaationa of the Developer in the event the
Developer doea busineas in a corporate or partnership form) so long as
theae are not to become a matter of public record; and
(2) Promptly upon receipt of the Development Concept Packaae,
the Department shall review the deVelopment concept proposed by the
Developer, toaether with the remainder of the Development Concept Packaae,
and may either reasonably approve it, request modifications or reject it.
If any auch items are rejected, the Department shall provide a list of
deficiencies to the Developer, and if these deficiencies are not corrected
to the satisfaction of the Department within thirty (30) days of such
rejection. this A&reement shall automatically terminate unless it is
extended by the mutual written aaraement of the Department and the
Developer.
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(3) If the Department approves the Development Concept Package,
then, the Department and the Developer ahall continue to necotiate toward
the execution of s Disposition and Development Acreament (the "DDA") with
respect to the development (the "Development"). Durinc this necotiation
periOd, the Developer shall prepare and submit an architectural concept of
the proposed Development. If a DDA has not been entered into on or before
one hundred-eighty (180) days from the date of this Aireament, which may be
extended by mutual acreament for not to exceed ninety (90) additional days,
this Acreament shall be automatically terminated unless it has been earlier
terminated. If a DDA is Signed, it shall supersede this EXclusive
Negotiation Aireament.
C.
[5103]
Re.otiation Period
The duration of this Agreement (the "Necotiation PeriOd") shall
be one hundred-eichty (180) days from the date of execution of this
Acreament by the Department, unless sooner terminated pursuant to the
provisions of this Agreement.
D.
[5104]
DeDoait
Prior to the execution of this Aireement by the Department, the
Developer shall submit to the Department a lood faith deposit (the
"Deposit") in the amount of FIFTEEN rBOUSAND DOLLARS ($15,000.00) in the
form of either cash or an irrevocable letter of credit that is satisfactory
to the Department's lecal counsel to ensure that the Developer will proceed
diligently and in good faith to negotiate and perform all of the
Developer'S obligations under this Aireament. If the Deposit is in the
form of an irrevocable letter of credit, the Developer shall maintain such
letter of credit in full force and effect for the entire Necotiation Period
hereunder, and shall extend the letter of credit $;0 the extent this
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Agreement or varioua time perioda hereunder are extended. The Department
shall nave no oblilation to earn interest on the Depoait. Any interest
earned on the Deposit ahall be the aole property of the Department.
In the event the Developer has not continued to nelotiate
dililently and in lood faith or has failed to timely discharle ita
responsibilities pursuant to Section 102 of thia Alreement, the Department
ahall live written notice thereof to the Developer who ahall then have ten
(10) working daya to commence nelotiating dililently and in lood faith or,
with respect to a failure purauant to Section 102 of thia Agreement, thirty
(30) daya to cure irrespective of the lood faith of the Developer.
~ FOllowing the receipt of auch notice and the failure of the Developer to
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thereafter commence nelotiating in lood faith within auch ten (10) working
days or to cure a failure pursuant to Section 102 within thirty (30)
calendar days, this Agreement may be terminated by the Department. In the
event of such termination by the Department for a reaaon other than the
failure of the Developer to nelotiate in lood faith, the Depoait ahall be
returned to the Developer and neither party ahall have any further ri8hta
alainat or liability to the other under this Agreement.
THE PARTIES AGREE rHAT IB THE EVE1ft' THE DEVELOPER FAILS ro DGOTIAtE
DILIGElft'LY .um IN GOOD FAITH .um THIS AGREEME1ft' IS tERMIlfAtED OB rHAT
BASIS, THE DEPARTMEBT WOULD SUSTAIN LOSSBS walCH WOULD BB UNCBRTAIN. SUCH
LOSSES WOULD INCLUDB COSTS PAYABLE TO ADVISBRS .um STAFF TIME ALLOCAtED TO
THE PREPARATION OF THIS AGREBMBBT .um ITS IMPLBME1ft'ATION, .um SUCH VARIABLB
FACTORS AS THE LOSS OF OTHER POtE1ft'IAL DBVELOPMB1ft' OPPORTUBzrIES WITH
RESPECT TO THE SItE, FRUSTRATING .um DBLAYIBG THE IMPLBME1ft'ATION OF THE
REDBVELOPMB1ft' PLAB .um FOREGOIBG MAXIMIZING BFFORTS TOWARD INCREASING TAX
IBCRBMB1ft' RBVEBUBS, PROVIDING EMPLOYMBlft', INCREASING PRIVAtE IBYBSTMB1ft',
AND THE ATTAIBMB1ft' OF OTHER OBJBCTIVES OF THE REDBVELOPMBlft' PLAB. IT IS
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IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX TIlE AMOUNT OF SUCII DAMAGES TO
THE DEPARTMEftT, BUT TIlE PARTIES ARE OF THE OPINION, UPOft THE BASIS OF ALL
INFORMATION AVAILABLE TO TIIEM, THAT SUCII DAMAGES WOULD APPROXIMATELY EQUAL
THE AMOUNT OF THE DEPOSIT (WITH ANY INTEREST EARNED THEREOft), AND SUCH
AMOUNT SHALL BE RETAINED BY THE DEPARTMEftT IN TIlE EVENT THIS AGREEMENT IS
TERMINATED BY THE DEPARTMENT FOR THE CAUSE SET FORTH 1ft THIS PARAGRAPH.
THE DEVELOPER AND THE DEPARTMENT SPECIFICALLY AClCROWLEDGE THIS
LIQUIDATED DAMAGES PROVISION BY THEIR SIGNATURE BELOW:
Developer Initial Here
Department Initiel Here
In the event the Department faila to nelotiate dililently and in
lood faith, the Developer ahall live written notice thereof to the
Department which ahall then have ten (10) workina daya to cOlDlDence
nelotiatina in lood faith. FOllowina the receipt of auch notice and the
failure of the Department to thereafter cOllllllence nelotiatina in 1004 faith
within auch ten (10) workina daya, thia Aireement may be terminated by the
Developer. In the event of auch termination by the Developer, the
Department ahall return the Depoait (with ~ intereat earned thereon) to
the Developer, and neither party ahall have ~ further rilhta alainst or
liability to the other under thia Alreement.
Upon automatic termination of this Aireement at the expiration
of the Negotiation Period or auch extension thereof, or upon execution by
the COlllllliaaion and the Developer of a DDA, then concurrently therewith, the
Depoait hereunder ahall be returned to the Developer and neither party
ahall have ~ further riahta against or liability to the other under thia
Agreement. If a DDA haa been executed by the Department and the DeVeloper,
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the DDA shall thereafter lovern the ri&hts and ob1ilationa of the parties
with respect to the development of the Site.
II. [5200] DEVELOPMENT CONCEPT
A. [5201] ScoDe of DeveloDment
The nelotiations hereunder shall be based on a development
concept which shall include the development of a commercial office
bui1dingCs), and related landscape and streetscape improvements, and a
parking facility. Desian and architecture will be developed during the
nelotiation of the DDA. The Department and the Developer mutually
acknowledge that the principal component of this proposed project is an
office bUi1dingCs) intended to house offices of the Department of
Transportation of the State of California.
B.
[5202]
DeveloD~r'. Flndinaa. Determinations. Studlea and
ReDorta
Upon reasonable notice, as from time to time requested by the
Department, the Developer agrees to make oral and written prOlress reports
adVising the Department on all matters and all studies being made by the
Developer. Further, at thirty (30) day intervals from the date of
execution of this Alreement by the Depsrtment, the Developer shall provide
a written report to the Department concerning its progress in preparing
site plana, floor plana, elevations and time schedules for development of
the Site.
III. [5300]
PURCHASE PRICE ABD/OR OTHER CONSIDERATION
The purchase price and/or other consideration to be paid by the
Developer under the DDA will be established by the Department after
nelotiation with the Developer. Such purchase price and/or other
consideration will be based upon such factors as market conditions, density
of development, costs of development, risks of the Department, risks of the
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Developer, estimsted or actual Developer profit, pUblic purpose and/or fair
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value for the uses permitted to be developed and financial requirements of
the Department, and will be subject to approval by the Department and by
the Common Council of San Bernardino after public hearinas as required by
law.
IV. [5400] THE DEVELOPER
A. [5401] Nature of the Dev,loDer
The Developer is a CALIFORNIA CORPORATION
B.
[5402]
Ollie. of the DeveloDer
The principal office of the Developer ia:
341 West Second Street
Suite 1
San Bernardino, California 92401
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C.
[5403]
The Dav.loDer'. Consultant. .ft~ Professionals
The Developer's architect with reaard to preliminary work on
this project is C. Willi.. Davis
The Developer's snaineer with reaard to prelillinary work on
this project is Joseph I. Bonadiman and Associates.
The DeVeloper's attorney will be: Cary D. Lowe, Vice President
and General Counsel; Gresham, Varner, Ssvale, Nolan & Tilden, Special
Counsel.
These consultants and professionals have been enaaged in
preliminary work for development and are subject to chsnae at the option of
the DeVeloper.
D.
[5404]
AssiRnment
This Aareement shall not be assigned by the Developer
c::; without prior written approval of the Department, Which the Department
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shall arant or refuse at its sole di.cretion; provided that assiaaments
proposed with financial institutions for financina purposes shall be
4C:> subject to reasonable review and approval of the Department.
E.
[5405]
Full Disclosure
The Developer is required to make full disclosure to the
Department of its principalS, Officers, major stockholders, major partners,
Joint venturers, key manaaerial employees and other associates, and all
other material information concernina the Developer and its associates.
Any sianificant cbanae in the principals, associates, partners, joint
venturers, neaotiators, development manaaer, consultants, prOfessionals and
directly involved manaaerial employees of the Developer is subject to the
approval of the Department.
v.
[5500]
THE DEVELOPER'S FINANCIAL CAPACITY
A.
[5501]
Financial Ability
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Prior to execution of the DDA, the DeVeloper shall submit to the
Department satisfactory evidence of its ability to finance and complete the
development.
B.
[5502]
Conatruetion I'inaneinw
The Developer'S proposed method of obtainin& construction
financina for the development of the Site shall be submitted to the
Department concurrently with execution and delivery by the Developer of a
DDA to the Department for approval.
C.
[5503]
Lona-Term Develo_ent Financina
The Developer's proposed method of obtainina lona-term
development financina shall be submitted to the Department concurrently
with execution and delivery by the DeVeloper of a DDA to the Department for
approval.
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D.
[5504]
Bank and Oth~r Finane!.! Referenee.
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The Developer's bank ia Wella Farco Bank.
E.
[5505]
Full Disclosure
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The Developer will be required to make and maintain full
disclosure to the Department of its methods of financina to be used in the
development of the Site.
VI. [5600] Commission's ResDonsibilities
A. [5601] Redevelonment Plan
This Alreement and the DDA are subject to the provision of the
Redevelopment Plan for the CEl'lTRAL CIn Redevelopment Project which was
approved and adopted b)' the Ma)'or CODlllon Council of the Ci t)' of San
Bernardino b)' Ordinance Ko. 2649 on Februar)' 23, 1965, aa amended b)'
Ordinance(s) Ko. 3059 on March 16, 1970, Ordinance Ko. 3683, on Kovember 7,
1977, Ordinance Ko. MC-558, on December 8, 1986, Ordinance Ko. MC-559, on
December 8, 1986, and Ordinance Ko. MC-723, on April 2, 1990.
B.
[5602]
Publie R@arillll
A DDA reaultina from the necotiations hereunder shall become
effective onl)' after and if the DDA haa been considered and approved b)' the
COllllllUDi ty Development CODlllisaion and b)' the Ha)'or and CODIIIon Council of San
Bernardino at public hearinas called for such purpose.
VII. [5700] SPECIAL PROVISIORS
A. [5701] Real Estate Commission
The Department shall not be liable for any real estate cODlllission or
brokerale fees which ma)' arise herefrom. The Department represents that it
has enaaged no broker, agent or finder in connection with this transaction,
and the Developer acrees to hold the Department harmless from any claim by
any broker, acent or finder retained b)' the Developer.
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B.
[5702]
Pre.s It!:leases.
The Developer a.reel to discusI any pres I releases with a
4C:> desi.nated Department representative prior to disclosure in order to assure
accuracy and consistency of the information.
C.
[5703]
Bondiscrimination.
With respect to Developer's obli.ationl and performance
hereunder, the Developer shall not dilcriminate in any matter on the basis
of race, creed, color, reli.ion, .ender, marital Itatus, national ori.in or
ancestry. D.
[5704]
Rotlee.
All notices .iven or required to be .iven hereunder shall be in
writina and addressed to the partiel aa set out below, or to sueh other
address al may be noticed under and punuant to thil para.raph. Any such
notice shall be considered served when actually received by the party
intended, whether personally served or lent postaae prepaid by re.istered
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or certified mail, return receipt requested.
Department:
DeveloplDent Department of the
City of San Bernardino
300 Borth "D" Street, Fourth Floor
San Bernardino, CA 92411
Attn: Izecutive Director
DeVeloper:
COUSSOULIS DIVILOPKDT COMPAKY
341 Weat Second Street
Suite 1
San Bernardino, CaUfornia 92401
Attn: Cary D. Lowe
E.
[5705]
Other Aareementa.
Thia Aareement lupersedel any previous agreements entered into
between the Developer and the Department or any discussions or
underltandinal between the Developer and the Department with respect to the
Site.
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F.
[5706)
Warranty of Sf-ftatora
The sianatories to this Alreement represent and wsrrant that
they have the authority to execute this Aareement on behalf of the
principals they purport to represent.
VIII. [5800)
LIMITATIONS OF THIS AGREEMENT
By ita execution of this Alreement, the Department is not co_ittina
itself to or asreeina to undertake (a) disposition of land to the
Developer; or (b) any other acts or activities requirina the subsequent
independent exercise of discretion by the Department, the City or any
asency or department thereof.
This Aareement does not constitute s dispOSition of property or
exercise of control over property by the Department or the City and does
not require a public hear ins. Execution of this Aareement by the
Department is merely an asreement to enter into a period of exclusive
nesotiations accordina to the terms hereof, reservina final discretion and
approval by the Department and the City as to any DispOSition and
Development Alreement and all proceedinas and decisions in connection
therewith.
The parties understand and asree that the project contemplated by
this Aareement is subject to Developer reachins aareement with the State of
California, Department of Transportation (Caltrans) for occupancy of the
proposed office buUdina(s) pursuant to a lea.. or other asreement, and
acquisition of several additionsl, privately owned parcels of land by the
Developer, necessary for development of the facilities expected to be
required by Caltrans, and should such ssreement be delayed or not obtained
at all, all deadlines and dates contained in this Asreement shall be
reasonably extended, provided that in no event shall the nesotiation period
outlined in Section 102(3) be extended without the written asreement of the
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Department. In addition it i8 under8tood and 8greed that the determination
of good faith 88 outlined in Section 104 8ha11 be made with reference to
the need for a Ca1trana agreement, and acqui8ition of the nece88ary
additional land parce18 by Developer.
IN WITHESS WHEREOF, the partie8 hereto have executed thi8 Agreement
to be effective a8 of the date of approval of the Department'8 governing
b08rd which i8 the date fir8t 8et forth in thi8 Agreement.
DEVELOPER
DEVELOPMENT DEPAiTHENT or THE CITY
OF SAR BE1lRAiDIRO
COUSSOULIS DEVELOPMENT COMPARY
By
C8ry D. Lowe,
Vice President
By
Executive Director
APPROVED AS TO FOIM AND LEGAL
CONTENT:
~,)
APPROVED AS TO PROGRAM:
~ ~A_
By -C~) ~_a8--
Development Manager
3725B
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DEVELOPMENT DEPARTMENT 0lY OF SAN 'IERIlUIlIJD IRII
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JlJI#~re ~I~I&. ~'/~
LOCATION PROJECT
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EXHIBIT A