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HomeMy WebLinkAboutR43-Economic Development Agency ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO FROM: Maggie Pacheco, Director SUBJECT: Housing and Community Development August 14, 2001 0 [i','~' l'i~WI,~ L EXCLUSIVE RIGHT TO NEGOTIATE WITH GFR ENTERPRISES, INC.- GLACIERS RESIDENTIAL PROPERTY IN NORTH SAN BERNARDINO DATE: ___________________________________~___M_________________________________________________________....~__ Svnopsis of Previous Commission/Council/Committee Action(s): On July 26,2001, the Redevelopment Committee recommended that this item be sent to the Community Development Commission for approval. Recommended Motion(s): (Community Development Commission) MOTION: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION AUTHORIZING AND APPROVING AN EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT WITH GFR ENTERPRISES, INC., RELATED TO AP#261-191-27,28,29 AND 30, COMMONLY KNOWN AS THE GLACIER'S PROPERTY IN NORTH SAN BERNARDINO, ("THE SITE") FOR SINGLE F AMIL Y HOUSING DEVELOPMENT. Contact Person(s): Gary Van Osdel/Maggie Pacheco Project Area(s) N/A Phone: 663-1044 Ward(s): Five (5) Supporting Data Attached: I!'I Staff Report I!'I Resolution(s) I!'I Agreement(s)/Contract(s) I!'I Map(s) I!'I LetterlMemo Amount: $ N/A Source: N/A SIGNATURE: Budget Authority: N/ A f11.{?~ Maggie Pacheco, Director Housing and Community Development - CommissioniCounclINotes:-------------------------.----------------------------------------------------------- GVO:MP:lag:08-20-01 GFR COMMISSION MEETING AGENDA Meeting Date: 08/20/2001 Agenda Item Number: A "3- . . ECONOMIC DEVELOPMENT AGENCY STAFF REPORT --------------------------------------------------------------------------------------------------------------------- Exclusive Rie:ht To Nee:otiate With GFR Enterurises. Inc.- Glaciers Residential Property In North San Bernardino BACKGROUND In 1991, the City of San Bernardino formed a Mello-Roos Community Facilities District (CFD#995) and issued bonds in order to encourage single-family residential development within certain portions of the Verdemont Area of north San Bernardino east of the 1-215 freeway. The CFD was structured to include properties owned by four (4) separate developers with four (4) noncontiguous housing properties that would ultimately accommodate the development of 428 single-family homes. Only one developer was able to build 163 homes which were ultimately sold to individual homeowners. The other developers were unable to develop their properties. Consequently, in 1994, the three (3) developers defaulted on the tax payments leaving the 163 homeowners and the City to make the debt service payments on the outstanding bonds. Because of the financial burden this default created upon the City and the 163 homeowners, in 1999, the City and Agency developed a financing plan that would allow the City to pay off the outstanding CFD debt. This plan consisted of the Agency issuing Housing Bonds in the approximate amount of $4.6 million of which the City used to payoff the CFD Bonds and in exchange the Agency acquired two of the effected properties from the City. One of the properties purchased by the Agency under the financing plan is commonly referred to as the Glaziers Fund Property, which consists of approximately 29 vacant acres (the "Vicinity Map") and tentatively mapped for 110 residential single-family homes (the "Site") (see attached Map of Site). CURRENT ISSUE Around March 2001, the Community Development Commission authorized staff to issue Requests for Proposals (RFP) in order to sell and develop the Site and in May 200 I, staff solicited and received three proposals from three development entities. These development entities are: Neighborhood Housing Services of the Inland Empire, Inc. (NHS), Century Vintage Homes, and G.F.R Enterprises, Inc. Each proposal varied in its deal points and experience, but all were essentially consistent in their development plans and that was to develop 110 single- family housing units. Please refer to the attached Summary of all three proposals. In June 2001 an internal committee consisting of EDA, Development Services Staff and Councilman Joe Suarez was formed and interviewed the three developers. After considering each proposal, the Committee was unanimous in recommending that the Agency negotiate with G.F.R Enterprises, Inc. GYO:MP:lag:08-20-01 GFR COMMISSION MEETING AGENDA Meeting Date: 08/20/2001 Agenda Item Number: -R.:I.1 , . Economic Development Agency Staff Report Exclusive Right to Negotiate - GFR August 8, 2001 Page Number -2- --------------------------------------------------------------------------------------------------------------------- G.F.R. Enterprises, a California Corporation (the "Developer"), was formed in 1995 by Richard F. Herrera and Felix Robles Jr. Together the partners have over 25 years of real estate and development experience. See attached synopsis of the Developer experience. Presently the Developer is developing a subdivision in Shandin Hills, the Crimson Crest, consisting of 26 single-family homes ranging in price from $170,000 to $275,000. Their total development costs are approximately $5 million. The Developer's proposal to the Agency is quite simple in that they propose to purchase the Site from the Agency at the price of $875,000 with a nominal subsidy of approximately $75,000. They plan to develop 110 single-family homes, ranging in size from 1500 sq. ft. to 2500 sq. ft., and ranging in price from $150,000 to $200,000. Of the 110 homes, 22 homes will be reserved for low and moderate-income households whose incomes do not exceed 120% of the San Bernardino County median income. South of the residential lots, the Developer is also proposing to develop an open green space that will serve as a park for the residential development. Their total projected development costs are $18 million. There are a number of items and deal points that need to be considered, negotiated and determined between the parties such as renewing the tentative parcel map, understanding the requirements and conditions of the parcel map, infrastructure requirements and giving the Developer an opportunity to perform their due diligence on project feasibility. Therefore, Staff is recommending that a 60 day Exclusive Right to Negotiate be authorized between the Developer and Agency during which time, the Developer and Agency staff will fine tune the deal points and determine project feasibility. Based on the outcome of these negotiations, Staff may return to the Community Development Commission with a recommendation to enter into a Disposition and Development Agreement (DDA) with the Developer to proceed with the ultimate development of the Site. ENVIRONMENTAL Under the California Environmental Quality Act (CEQA) no CEQA action is required for an Exclusive Right to Negotiate Agreement. FISCAL IMPACT The Exclusive Right to Negotiate Agreement does not require the Agency to expend any financial resources other than Staff time. GVO:MP:lag:08-20-01 GFR COMMISSION MEETING AGENDA Meeting Date: 08/20/2001 Agenda Item Number: -.It cj J Economic Development Agency Staff Report Exclusive Right to Negotiate - GFR August 8, 2001 Page Number -3- --------------------------------------------------------------------------------------------------------------------- RECOMMENDATION That the Community Development Commission adopt the attached Resolution. ~,ah~ Maggie Pacheco, Director Housing and Community Development GVO:MP:lag:08-20-01 GFR COMMISSION MEETING AGENDA Meeting Date: 08/20/2001 Agenda Item Number: ML 1 RESOLUTION NO. 2 3 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND APPROVING AN EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT WITH GFR ENTERPRISES, INC., RELATED TO AP#261-191-27,28,29 AND 30, COMMONLY KNOWN AS THE GLACIER'S PROPERTY IN NORTH SAN BERNARDINO (THE "SITE") FOR SINGLE FAMILY HOUSING DEVELOPMENT 4 5 6 7 8 WHEREAS, the Community Development Commission of the City of San Bernardino 9 (the "Commission") is the governing body ofthe Redevelopment Agency of the City of San 10 Bernardino (the "Agency"), a public body corporate and politic, organized and existing pursuant 11 to the Community Redevelopment Law (California Health and Safety Code Section 33000, et. 12 seq.); and 13 WHEREAS, at the direction of the Community Development Commission, on May 18, 14 2001, Agency Staff received Request for Proposals (RFP's) from Developers for development 15 of the Site and subsequent to such receipt an internal Committee reviewed and interviewed the 16 three (3) Developers. As a result of such interviews, on July 26, 2001, the Committee 17 recommended approval of entering into an Exclusive Right to Negotiate Agreement with GFR 18 Enterprises, Inc. in order to explore the feasibility of developing the Site with 110 single family housing units ( the "Project"). 19 20 BE IT RESOLVED BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 21 22 SECTION 1. The Community Development Commission hereby authorizes and 23 approves execution of a sixty (60) day Exclusive Right to Negotiate Agreement (the 24 "Agreement") by and between the Redevelopment Agency of the City of San Bernardino 25 ("Agency") and GFR Enterprises, Inc. ( the "Developer"). A copy of said Agreement is on file with the City Clerk and is incorporated herein by reference. -1- SECTION 2.The Community Development Commission approves the Agreement 2 between the Agency and Developer, and authorizes the Agency Executive Director to execute 3 such Agreement together with such technical and conforming changes as may be recommended 4 by Agency Special Counsel. 5 SECTION 3. The authorization to execute the above referenced agreement is rescinded i 6 the parties to the agreement fail to execute it and return it to the Office of the City Clerk within 7 thirty (30) days following the effective date of this Resolution. 8 IIII 9 IIII 10 IIII 11 IIII 12 IIII 13 IIII 14 IIII 15 IIII 16 IIII 17 IIII 18 IIII 19 IIII 20 IIII 21 IIII 22 IIII 23 IIII 24 IIII 25 IIII -2- 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND APPROVING AN EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT WITH GFR ENTERPRISES, INC., RELATED TO AP#261-191-27,28,29 AND 30, COMMONLY KNOWN AS THE GLACIER'S PROPERTY IN NORTH SAN BERNARDINO (THE "SITE") FOR SINGLE FAMILY HOUSING DEVELOPMENT 3 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 ,2001, by the following vote to wit: thereof, held on the day of Aves 9 Abstain Absent Commission Members: Navs 10 ESTRADA 11 LIEN 12 MCGINNIS 13 SCHNETZ SUAREZ ANDERSON MC CAMMACK 14 15 16 17 18 Rachel G. Clark, City Clerk 19 The foregoing resolution is hereby approved this 20 day of ,2001. 21 22 Judith Valles, Chairperson Community Development Commission City of San Bernardino 23 -3- 24 25 By:. ~~'Jl~~':-a;:,:~,,"~'~1' ': 6 , , , .::.... :~/ 'i".. ~.... ...... t / ~ :€ ~ " c I '\ 1 DfVIL CANYON BASINS , - ------ /)' NORTH 3 Exhibit "A" TFiVAT I II [3.. e:xp jJ~7 /"1~ 1r[R1ffi\~1r [N](Q)c ~ t5)~@.1 LEGEND: 10NING: RS - Rl:SIDENTIAL SUBl.IlBI.N TOTAL LOT COWT: LOTS I - 13: 10. BOO S. f. l'fiJ, V {<-) LOTS H: 110: 7.200 s.r. t~~. I!-a 0 110 LOTS UINIIIUIl LOT SIZE: THOIlAS OROS IW' OOOK: PAGE NO. ~9. GRID E-< CITY OF SI.N BERNARDINO. CALIFORNIA PlI.N PRl:P/JlE~ 12/30/99 0.:,...1 ~ l"tl-..7 -"3' IRVINGTON AVENUE i ~ ~ I 2 3 ~ 5 6 7 8 9 10 II 12 13 30 29 28 27 26 25 2~ 23 22 21 20 19 18 17 16 15 H ~/ UElISSA STREET 32 ~5 60 69 90 106 e 107 108 109 33 ~6 67 70 89 105 34 ~7 66 71 88 104 35 48 65 72 87 103 36 49 6~ 73 06 102 37 ~ 50 63 ~ ~ 97 ~ 74 S5 ~ 101 E ~ 38 - 5\ 62 C> !;; -' 75 . 84 :z: 100 96 61 >- 39 52 "" 76 83 99 95 ; ~O 53 60 77 82 98 9~ ~I 5~ 59 78 81 STePHANIE AVEMJe: ~2 55 58 ~3 79 DO 91 - ~~ 56 57 92 93 - BRENDA DRIVE LOT 'A' CABlE CREEK flOOD CONTROL awm Exhibit "B" ~ ~ ;~~'- '~;;~' '- --, ',:'~: :':' . ": :";-" -" . ~ fUItINCl-ll.IIIaI<<l-~ 1&4 I. KlSPITALITY UJ€. SUiTt 1-1\ SAH IlERIWlOINO. Co< 124011 (909) 890-0333 ~.c E::.I I: jiil: I .c.!:!e1&uJ.c jii}ij & t rHi 1~ '" J15i:if~al ... Sli,dlB-j8 h~H g ~ I z W 1 !5.cg....c ~ :Ii C'~c::t!&Q.'S i~P~"l~ :Ii 0 U .g- ~8 :D .f1!( .21 " I 1::;;_ t.f~ it .ij~!si~i j~Hhn~ lJ!_I fgs s: oi~'uJ!~~ ~Ill:r!&fj ~ It ree::;; Q. . 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II- co::z:: II:: i:ill:xe z ! ! .. r! ,>; J , .. ",. ;:!~ "'" ..:ltl :Ii!; ...0 ~z "w "0 iiiE "0 ..." z~ w.,: :Ii" l';1!! ~- w:Z: ~li! c" :r:i Uw lijj :Ii ~~D:: ."w ~etJ !:!ti:l ~~!! :Ii-O ~:z:o! "- "'N ...">- " .", ~~~ o"z "'o-W ...." G.F.R. ENTERPRISES .......................... 419 NORTH THIRD AVENUE' UPLAND. CAUFORNIA 91786. Telephone 909.949.1400' Fax 909.949-6091 G.F.R. Enterprises, a California Corporation, was formed in 1995 by Richard F. Herrera and Felizardo Robles, Jr.. G.F.R. Enterprises is an experienced and accomplished institution encompassing all aspects of real estate brokerage and development. Richard F. Herrera is the President and founder of G.F.R. Enterprises. He graduated from California State University of Fullerton with a Bachelor of Arts Degree in Criminal Justice and Social Sciences. He also holds a General Contractors License, a Concrete Contractors License, a Masonry Contractors License, and a Real Estate License. He has owned his own contracting company since 1978 and has successfully established a large client base, resulting in a referral rate of 70%. Herrera has provided custom contracting services for homes with market values of over 1.2 million, and is skilled and experiences in a wide variety of contract work ranging from 5 to 20 home developments. mini-malls and shopping centers. His contracting proficiency and knowledge are an integral aspect of G.F.R. Enterprises. Felizardo Robles, Jr. is the Vice-President and founder of G.F.R. Enterprises. He graduated from California Polytechnic University of Pomona with a Bachelor of Science Degree in Social Sciences. He also holds a Real Estate Brokers License and has been licensed to sell real estate in the state of California since 1976. After receiving his license, Robles averaged over $15 million in sales per year of residential, raw land and income producing properties. From 1976 to 1983 Robles was hired by several developers to locate land for developmental use. These acquisitions resulted in the successful completion of numerous residential and commercial properties. Robles also assisted in the selling and leasing of these properties upon their completion. In 1984, Robles founded Golden West Investments, a real estate brokerage company, which aided several institutions with the marketing of their foreclosure properties. Robles also coordinated all aspects of the rehabilitation process of said properties. These institutions included: American Savings Bank, Beneficial Finance Company, Bank of America, E.M.C., Fannie Mae, Invescor Inc., Household Finance, Sanwa Bank & Standard Federal. In 1988, Robles founded Golden Pacific Industries, a real estate development company which completed severaL residential projects in the Inland Empire, including a 35,000 square foot retail center in the City of Upland. His real estate brokerage and development experience is a significant contribution to the success of G.F.R. Enterprises. G.F.R. Enterprises is a company built on honesty and integrity and every member of the G.F.R. team is dedicated to excellence. This commitment can be seen in each home through its craftsmanship, design characteristics, and close attention to detail. G.F.R. Enterprises wants every family to achieve their dreams. They build more than a house. They build a home. They build a future that will be shared for generations to come. 3 MINUTES REDEVELOPMENT COMMITTEE OF THE ECONOMIC DEVELOPMENT AGENCY CITY OF SAN BERNARDINO REGULAR MEETING OCTOBER 5, 2000 BOARD ROOM The regular meeting of the Redevelopment Committee of the Economic Development Agency of the City of San Bernardino was called to order by Council Member Anderson at 11:37 a.m., Thursday, October 5, 2000, in the Economic Development Agency Board Room, 201 North "E" Street, Suite 301, San Bernardino, California. ROLL CALL Roll call was taken by Secretary Lisa Gomez with the following being present: Council Members Anderson, Estrada and Suarez; Senior Assistant City Attorney Carlyle; Secretary Gomez. Absent: None. Also present: Executive Assistant to the Council Carlos; Housing and Community Development Director Pacheco; Agency Special Counsel Holman; Ernie Vincent, Century Crowell; Dave Cooper, Century Crowell; Harry Crowell, Century Crowell; John Pavelak, Century Crowell; Charles E. Wessman, Mellon Johnson & Pearson CPA. 1. PUBLIC COMMENTS There were no public comments at this meeting. 2. MINUTES Council Member Estrada made a motion, seconded by Council Member Suarez, and unanimously carried that the minutes of the Redevelopment Committee meeting of September 7, 2000, be approved as submitted in typewritten form. 4. TERMINATION OF MEMORANDUM OF UNDERSTANDING BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION AND THE CONVENTION & VISITORS BUREAU Council Member Suarez stated that he is a member of the Board of Directors for the Convention & Visitors Bureau and abstained from voting on this item. Council Member Estrada made a motion, seconded by Council Member Anderson, that Redevelopment Committee recommend that the Memorandum of Understanding between the Community Development Commission and Board of Directors of the Convention & Visitors Bureau be terminated. Abstain: Suarez 1 10/05/00 t- 3. STATUS OF NEGOTIATIONS - ARROW VISTA PROJECT BY CENTURY HOMES (PRESENTATION) Housing and Community Development Director Pacheco stated that the recommendation listed on the agenda was prepared prior to Agency Staff knowing that the developer could not proceed to develop Arrow Vista without the addition of the Agency Glacier Property until staff received the October 2, 2000 letter from Century and that Century's position was contrary to their prior proposal of September II, 2000. Ms. Pacheco gave and provided a brief verbal/written history on the chronology of events with Century Crowell and also recommended termination of the Agreement with Century. Council Member Estrada asked what was the value of the Glacier Property. Ms. Pacheco stated that the property is currently being appraised and could not give a precise value of the property; however, she further stated that the Agency purchased the property from the City at an approximate cost of $850,000. Discussion ensued regarding the addition of the Glacier Property to the Century Crowell- Arrow Vista Development. Ernie Vincent, Century Crowell, referenced the letter and clarified that Century Crowell would have the capability once escrow is closed to build 24 homes. He stated that the September II, 2000 letter indicated that Century Crowell had spoken to the Agency staff several times regarding the Glacier Property. He stated that costs have risen, the market has not improved, and thus Century Crowell has experienced higher costs without raising the price of the homes. He further discussed that with the addition of the home on Susie Lane, school fees and the additional cost to improvements on 19th Street, Century Crowell would generate a 2% profit margin on the Arrow Vista Project. John Pavelak, Century Crowell, stated that Century Crowell has been a homebuilder in the City of San Bernardino since 1984 and discussed the various projects Century Crowell has worked on in the City and reiterated the loss Century Crowell would incur and for this reason could not proceed with Arrow Vista. Ms. Pacheco reiterated that in the letter dated September II, 2000 from Century Crowell, it clearly stated that Century Crowell was ready to move forward without the Glacier Property and again stated that the Glacier Property would not be included as part of the deal. Ms. Pacheco \, further stated that once Century has proven its credibility on the Arrow Vista Project, staff would then be in the position to discuss and consider the development and sale of the Glacier Property. Discussion ensued regarding the September II, 2000 letter and the inclusion of the Glacier Property as part of the proposal. 2 10/05/00 'l Council Member Estrada made a motion, seconded by Council Member Suarez, and unanimously carried that if a commitment is not received from Century Crowell by the end of business today, that the existing Agreement be terminated on the Arrow Vista Project; if an acceptable commitment is received, the Committee would recommend a public hearing on November 30, with an amended Disposition and Development Agreement. 5. CLOSED SESSION There was no action taken on this matter. 6. ADJOURN CLOSED SESSION/MEETING At 12:31 p.m, the meeting adjourned. The next regular meeting of the Redevelopment Committee will be held at 11:00 a.m., Thursday, October 19, 2000, in the Economic Development Agency Board Room, 20 I North "E" Street, Suite 30 I, San Bernardino, California. By: No. of Items: Six No. of Hours: 54 minutes Lisa Gomez Secretary 3 10/05/00 l- THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO EXCLUSIVE RIGHT TO NEGOTIATE FOR PROPERTY ACQUISITION AND REDEVELOPMENT ASSISTANCE (G.F.R. ENTERPRISES, INC.) THIS EXCLUSIVE RIGHT TO NEGOTIATE FOR PROPERTY ACQUISITION AND REDEVELOPMENT ASSISTANCE, is dated as of AUGUST 2001 (this "Agreement") and entered into by and between G.F.R. ENTERPRISES, INC., a corporation (the "Developer" ), and the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public body corporate and politic, pursuant to Health and Safety Code Sections 33000, et seq. (the "Agency"), to coordinate mutual planning and consideration of the sale, acquisition and redevelopment of certain real property presently under the control of the Agency, generally described as and more specifically described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Site"), upon the following terms and conditions: -- RECITALS WHEREAS, the Site is comprised of approximately 29 acres, subdivided into 110 lots, and is located between Olive and Irvington Avenues and Gregory Street in the northern portion of the City of San Bernardino, and commonly referred to as City of San Bernardino Tentative Tract No. 15407. WHEREAS, the Developer and the Agency believe that consideration of the final logistical details of the proposed disposition of the Site by the Agency to the Developer on the general terms outlined in the Developer's Response to Request for Proposals dated May 18, 2001 (the "Proposal") is necessary and appropriate, a true and correct copy of the Proposal is attached to this Agreement as Exhibit "B" and incorporated herein by this reference. WHEREAS, a plot plan showing the general location of the Site in relation to surrounding lands, together with a legal description of the Site is attached hereto as Exhibit "A." SB2001:23500.1 1 NOW THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE AGENCY RELATING TO THE IMPLEMENTATION OF ITS REDEVELOPMENT HOUSING PLAN, THE IMPLEMENTATION OF THE NORTHWEST REDEVELOPMENT PLAN AND THE COVENANTS AND PROMISES OF THE PARTIES RELATING TO THE SITE, AS SET FORTH HEREIN, DEVELOPER AND THE AGENCY AGREE AS FOLLOWS: 1. Developer Acknowledqements: 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 Site to the Developer. Each of the various studies relating to the Site that may be undertaken by the Developer, in its discretion, regarding any matter relating to the Site shall be the sole responsibility of the Developer and no such study shall be deemed to have been undertaken for the benefit of the Agency. 2. Term of Aqreement. The rights and duties of the parties established by this Agreement shall commence on the seventh (7th) calendar day following the date of both the approval of this Agreement by the Agency and the acceptance of this Agreement by the Developer, as provided in Paragraph 21, and, thereafter, this Agreement shall automatically terminate and be of no further force or effect sixty (60) days after such commencement date, unless prior to that time: (i) the parties execute a separate disposition and development agreement (the "Site DDA") for a specific program of disposition, reuse and redevelopment of the Site to be undertaken in accordance with the general terms of the PROPOSAL, other relevant affordable housing development community redevelopment covenants acceptable to the Agency and such other terms and conditions acceptable to the parties, in which case this Agreement will terminate on the effective date of the Site DDA; or (ii) the parties each agree to extend the term of this Agreement to a specific date, subject to the Agency first making a finding that satisfactory progress is being made to complete the logistical details of the acquisition of the Site by the Developer, as determined in the Agency's sole and absolute discretion. 582001:23500.1 2 The initial term of this Agreement (and all extensions of time approved by the Agency) is referred to in this Agreement as the "Negotiation Period". 3. The proiect. The Developer hereby agrees to take all reasonable actions required or necessary for determining the feasibility of the reuse and redevelopment of the Site for the development of affordable single family housing (the "Project") at its sole cost and expense. A conceptual description of the Project is set forth in the PROPOSAL (Exhibit "B"). During the Negotiation Period the Developer is responsible for refining the description of the Project and timely presenting the revised project description to the Agency for its review and consideration. The parties each acknowledge that the task of refining the Project description a deliberative process requiring consideration of numerous different elements. The parties further acknowledge that the completion of this process as it relates to the Project description may require the parties to consider various alternate structures for the purchase and sale transaction for the Site, in order to promote the affordable single family housing goals for the Project, on terms that are economically feasible and mutually satisfactory to the parties. 5. Obliqations of the Developer. During the Negotiation Period, the Developer shall proceed diligently and in good faith to: a. Review, comment on and submit to the Agency Executive Director an executed copy of the Site DDA by a date no later than sixty (60) days after the approval of this Agreement by the Agency (or such later date corresponding to an authorized extension of the Negotiation Period). The Site DDA shall incorporate the relevant provisions of the PROPOSAL and such other terms and conditions acceptable to the Developer and the Agency, in the sole and absolute discretion of the parties, and shall be subject to no conditions or contingencies on the part of the Developer, except final approval of the Site DDA by the governing board of the Agency, completion of any agreed upon due diligence investigations and the delivery of a policy of title insurance by the Agency in favor of the Developer with respect to the Site; b. Prepare and complete reuse and redevelopment marketing plans and feasibility studies, as the Developer, in its discretion, believes are indicated; 882001:23500.1 3 c. Keep the Agency advised on the progress of the Developer in completing its obligations under this Agreement, on a regular basis or as requested by Agency staff. 6. Aqency Not To Neqotiate With Others. The Agency acknowledges that it, currently, deems the disposition, reuse and redevelopment of the Site to be necessary and that the Developer appears to be well qualified to undertake the task of finalizing the logistical details relating to the sale, acquisition, reuse and redevelopment of the Project on the Site in a manner that is compatible with the objectives of the Agency's Redevelopment Housing Plan and the Northwest Redevelopment Plan. During the Negotiation Period, the Agency shall not negotiate with any other person or entity regarding either the disposition of the Site or the reuse and redevelopment of the Project on the Site. 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 any interest in the Site (in whole or in part) or redevelop the Site, and from discussing other reuse and redevelopment plans for the Site with third persons or entities; provided, however, any person may submit and the Agency may consider any proposal for the disposition and/or redevelopment of any lands adjacent to the Site. During the Negotiation Period, the Agency shall not be precluded, however, from furnishing to persons or entities unrelated to the Developer information in the possession of the Agency relating to the redevelopment of any other land owned or controlled by the Agency in close proximity to the Site and related to the implementation of the Redevelopment Housing Plan and Northwest Redevelopment Plan. Implementation of the Northwest Redevelopment Plan and the Redevelopment Housing Plan shall remain in the sole and exclusive purview of the Agency to administer. The Agency may also provide any other information in its possession that would customarily be furnished to persons requesting information from the Agency concerning its activities, goals, and matters of a similar nature or as required by law to be disclosed, upon request. 7. Aqency Cooperation. During the Negotiation Period the Agency shall use its best efforts to: a. Assemble, at the request of the Developer, written materials and documents relating to the Site that are in the 582001:23500.1 4 possession of the Agency or reasonably available to the Agency. The Agency shall also provide appropriate comment to the Developer with respect to one or more conceptual development plans, as may be proposed by the Developer for the proj ect, and the reuse and redevelopment of the Site, including, but not limited to, conceptual plans or studies of vacation, realignment or abandonment of public property and facilities, the installation and improvement of public improvements and the completion of all required environmental evaluation of the Project. b. Provide the Developer with limited access to the Site 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 customary terms and conditions of an environmental investigation and inspection license agreement to be agreed upon by the Agency and the Developer. 8. Neqotiation of Site DDA. During the Negotiation Period the Agency and the Developer shall negotiate diligently and in good faith to prepare and enter into the Site DDA. Both of the parties shall exercise best efforts to complete discussions relating to the final terms and conditions of the Site DDA and such other matters, as may be mutually acceptable to the parties for the reuse and redevelopment of the Project on the Site. 9. Consideration for this Aqreement and Reservation of Riqhts. In consideration for the Agency I s entering into this Agreement, the Developer will, on a best efforts and good faith basis, undertake its obligations under this Agreement. The parties agree that, if this Agreement terminates for any reason, or the Agency fails to extend the Negotiation Period, or a Site 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 Site. 10. Planninq and Desiqn - Related Acknowledqrnents of the Parties. Development standards and design controls for the Project shall be established between the Developer and the Agency, and it is understood that the Project and the reuse of the Site shall conform to Agency and City of San Bernardino development and architectural standards. Drawings, plans and specifications for the Project shall be subject to the approval of the Agency, which approval shall not be unreasonably withheld. The Agency shall 882001:23500.1 5 fully cooperate with the Developer I s professional associates in providing information and assistance in connection with the Developer I 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 Project itself by either the Agency or the City. 11. Developer Financial Disclosures. The Developer acknowledges that it may be requested to make certain confidential financial disclosures to the Agency, its staff or legal counsel, as part of the financial due diligence investigations of the Agency relating to the potential disposition of the Site 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 Site 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 copels disclosure. 12. Developer Acquires No Interest in Real Property or in the Site from the Aqency. 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 real or personal property from the Agency. 13. Nondiscrimination. discriminate against nor segregate on account of race, color, creed, handicap, national origin or obligations under this Agreement. The Developer shall not any person, or group of persons religion, sex, marital status, ancestry in undertaking its SB2001:23500.1 6 14. Default. a. 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 ten (10) 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 hereunder without delivering the written default notice as specified herein. Any failure or delay by a party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. In the event that a default of either party may remain uncured for more than ten (10) 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 terminate this Agreement. 15. [RESERVED -- NO TEXT]. 16. Compliance with Law. The Developer acknowledges that under the Site DDA, if mutually agreeable terms are established, it shall be required (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 standards. SB2001:23500.1 7 17. No Assiqnment of Aqreement. This Agreement shall not be assigned by the Developer (except to a new or successor entity, in which the principals of the Developer have an ownership interest and management control), without the prior written approval of the Agency, which the Agency may grant or refuse in its sole discretion. 18. Aqency Support. providing the Developer with possession related to the Site, be obligated to incur any cost The Agency shall cooperate in appropriate information in its provided that the Agency shall not or expense therefor. 19. Required Approvals. No Site 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 Site DDA are considered and approved by the Agency, following the conclusion of a public hearing, as required by law. 20. Press Releases. The Developer agrees to discuss any press releases it may propose relating to the Site with the Agency Executive Director or his/her designee, prior to publication, to assure accuracy and consistency of the information. 21. 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. TO DEVELOPER: G.F.R.Enterprises,Inc. 419 N. Third Avenue Upland, California 91786 Attn: Richard F. Herrera, President (909) 949-1400 TO AGENCY: Redevelopment Agency of the City of San Bernardino 201 North "E" Street, Suite 301 San Bernardino, California 92401 Attn: Executive Director (909) 663-1044 SB2001:23500.1 8 22. Acceptance of Aqreement by the Developer. The Developer shall acknowledge its acceptance of this Agreement by delivering two (2) counterpart executed copies of this Agreement signed by at least two (2) authorized officers of the Developer, on or before the seventh (7th) calendar day following the approval of this Agreement by the Agency. 23. Authority. Each signatory to this Agreement represents and warrants that he or she has the authority to execute this Agreement on behalf of and make this Agreement binding upon the principal whom he or she purports to represent. This Agreement may be executed by the parties in counterparts, all of which together shall constitute a single agreement. 882001:23500.1 9 IN WITNESS WHEREOF, the undersigned have executed this Exclusive Right to Negotiate for Property Acquisition and Redevelopment Assistance on the dates indicated next to each of the signatures of their authorized representatives as appear below. DEVELOPER G.F.R.Enterprises, Inc. , a corporation Dated: By: President Dated: By: Secretary AGENCY Redevelopment Agency of the City of San Bernardino Date: By: Gary Van Osdel Executive Director APPROVED AS TO FORM: Agency Special Counsel 882001:23500.1 10 ARROW VISTA - GLAZIERS NEGOTIATIONS CHRONOLOGY September 19, 2000 Century Crowell was reluctant to complete negotiations and close on the acquisition of the Arrow Vista project from RDA without the opportunity to purchase the Glaziers property. The RDA staff was equally adamant that the Glaziers property was "not on the table" unless and until Century closed escrow on Arrow Vista. (See attached September 19, 2000 letter from Gary Van Osdel.) October 5, 2000 The impasse was resolved at the RDA Committee meeting of October 5, 2000. Century was told that it would have a right to match an offer received by another developer. Also, once Century had closed on Arrow Vista, Century could negotiate (non-exclusively) with the RDA on a purchase. The RDA's commitment was to be memorialized in the Minutes of the meeting per RDA counsel. October 6, 2000 Century obtains commitment from Tokai bank to finance Arrow Vista and Glaziers (See attached letter.) October 13, 2000 On October 13th (correspondence attached), Century reiterated that the right of first refusal was a condition of completing the Arrow Vista transaction. October 17, 2000 On October 17th (correspondence attached), Century reiterated that the right of first refusal was a condition of completing the Arrow Vista transaction. December 5, 2000 Century received notification that the RDA had decided to put out a public Request for Proposals ("RFP") on the Glaziers property. December 11, 2000 Century faxed a letter to the RDA staff, and to attorneys Carlyle and Holman, stating Century's understanding that the RFP did not over-ride the RDA's commitment to give . / / Century a right of first refusal on Glaziers. No formal written response wa$lf!Jceived. K/ % D fo J January 30, 2001 Century closes on Arrow Vista. Construction begins immediately. ,( Jjj _____t~.. h. ~ :dCOC Secy " t;~j';k{L;il0 Rlf-3 March 21, 2001 RFP on Glaziers is put out to public May 18, 2001 Century responds to RFP. July 10, 2001 Century makes oral presentation and written outline on RFP response to the RDA committee. (See attached package.) Century notes increase in plan size to up to 3,000 square feet. July 18, 2001 Century sends letter to RDA re proceeding on the 38 remaining lots at Arrow Vista without subsidy from sale of Glazier's property July 30, 2001 Century is notified that staff is recommending other developer for Glaziers to RDA. August 9, 2001 Century inquires about status of right of first refusal at RDA committee meeting. RDA instructs staff to prepare chronology to assure there is no confusion about any official action and to respond to Century. No response received as of August 17, 2001. City of San Bernardino ECONOMIC DEVELOPMENT AGENCY Redevelopment. Community Development. Housing. Business: Recruitment, Retention, RevitalIzation. Main Street, Inc. September 19, 2000 John Pavelak, President CENTURY CROWELL COMMUNITIES, L.P. 1535 South "D" Street, Suite 200 San Bernardino, California 92408 RE: AGENCY OWNED LAND - GLACIER (110 LOTS) Dear John: Thank you for your proposal of September 11, 2000 relative to the above subject matter. Regrettably, at this time, I am not in a position to entertain a proposal from Century on the Glazier property because we have not come to resolution of the Disposition and Development Agreement (DDA) issues on the Arrow Vista Project. Assuming Century and the Agency reach resolution on Arrow Vista, Century has actually closed escrow on the project, and the Agency has not received any credible proposals, I will be happy to re-visit your proposal regarding the Glazier Property at such time. Again, thank you for your interest in the Glacier property. Should you wish to discuss this matter f",~.her, please call me at (909) 663-1044. S~)Y, ~:L/ G an Osdel, Efecutive Director 201 North E Street, Suite 301. San Bernardino, California 92401-1507' (909) 663-1044 . FAX (909) 888-9413 A roKAl BANK '''~ OF CALIFORNIA October 6, 2000 RESIDENTIAL CONSTRUCTION FINANCE 800N.Ha~enAyenue,Suite250 Ontario, California 91764-4915 (909) 467-2000 Fax 19091 986-6344 Mr. John Pavelak Century Crowell Communities, L.P. 1535 South "D" Street, Suite 200 San Bernardino, CA 92408 Re: Arrow Vista 24 proposed single family units Dear Mr. Pavelak: I am writing you to clarify our conversation regarding the proposed A<-row Vista Development of 24 single family houses and why we see greater risk in the marketability of this project: . It is located in an older infill location with a less than average pride of ownership and we are unsure of the market acceptance of new housing stock. . The prior attempts at developing the property were apparently not successful. . Subordinated second trust deed to be carried back by another party. This is an exception to our bank policy, we do not allow subordinated debt. However, due to our excellent eleven year borrowing and deposit relationship with Century Crowell Communities, L.P., and your personal involvement and guaranty in this project we felt we could mitigate these concerns. Additionally, we were under the impression that if we assisted you with financing this development, that you would be able to obtain the approvals necessary to develop the 110 lot Glazier property. The Glazier property which is also located in San Bernardino, would meet all of our underwriting criteria without any exceptions. Please let me know if there is any way we can help resolve the impasse you have reached with the City of San Bernardino. I think given your company's strength and performance you could successfully develop both projects in a way that will be beneficial for all parties involved. ~ Nancy 1. pe~ Vice President OCT. -13' OO(FRI) 13:56 CENTURY CROWELL COMMUNITIES TEL:909 885 5005 P. 001 TRANSACTION REPORT Transmission Transaction (s) completed DESTINATION DURATION PGS. RESULT MODE NO. TX DATEITIME 3S4 5135 O' 00' 23' 001 OK N ECM 321 OCT. 13 13'55 909 October 13, 2000 CENTURY VINTAGE HOMES Via Facsimile Transmission (909) 663-2294 Maggie Pacheco Director, Housing and Community Development Economic Development Agency 201 N, 'e" Street. Suite 301 San 13emardlno, California 92401 By Century Crowell RE: Arrow Vista Dear Maggie: Pursuant to conversation earlier this week, Century Crowell Is willing to proceed wilh the sale of Arrow Vista on terms and conditions as agreed since our meeting of August 23, 2000, sUbject to the follOwing additional terms and conditions: 1. Payment to ECA of $114,000 will not be secured or guaranteed, but will be paid out of first profits from the sales of homes on the 24 lots, prior to profit distribution to Century Crowell. EDA will not be a joint venture partner, but will have the same audit rights as a joint venture partner. 2. Century Crowell wlll have an option/right of first refLlsal commitment on the Glazier's property as extended to us at the EDA Committee meeting on October 5, 2000 and set forth In the official record of said meeling. Please call to confirm your receipt of this leUer and 10 discuss bringing the above back to the EOA CommiUee for approval. Sincerely, CENTURY CROWELL COMMUNITIES. LP FROM: EconoMic Dev Rqenc~ FRX NO.: 91393845135 113-17-813 83:46P P.04 I-...~'.;' ,. ,;:,.'1'1"';'; ..,."'L!"l. ,;,Jjl""i'" Im:rHrl;: .fW" :';,'..,1.',',',.' .1;."'<(:' j(f.": ,~r".r , ~: tl::~~,;,:'l1ll' ,(", I{':' ,I,,:' ,,'I: :;I,';!}::,lj(:': :';,:)~,,;: ::~:, r" i(' ;j~I'H,t:I:!'\~'j~t~!i ;,!~U,:"':.jf... '~'~.f, ~j,.I'J~I'!, .tl\..,~,,;t~":, October 17. 2000 By Centtlry Crowo:l1 VIa Fa~lmile Transmission (909) 663-22!J4 Maggie Paeheco Director, Housing and ComlTlllnllY Development Economic Development Agency 201 N. "E" Street, Suite 301 San Bernardino, Cl;Ililomla 924Q1 CENTURY -- VINTAGE I-l 0 M E S RE: AfToW VIsta PeClf Maggie: Pursuant 10 conversatjon earlier this week. Century Crowell is prepElred \D close on Am:Jw Vil>ta on the following additional tenns and conditions:, 'I. Payment to EDA 01 $114,000 will not bl3 secLlred or 91.laranteed, put will be paid out of first profits from ll1e sales of nomes onthe 24 lois, prior to profit distribution l:P COlntury CriJWell. EDA will not be a joint venture pElr\i1er. but will have the ~;;lmfl audit rightli 'IS a joint ventl.lre p~rtner, through Mellon, Johnson & Reardon. CPA's. 2. Century CrPWell will hllve an "option/right of first refusal' on the Glaziers property as extended tp us at the EDA Committee meeting on October 5, 2000 and liel forth In the officisl record of said meeting; specificOIIIY, that once Century Crowell has closed escrow on Arrow Vista. the Glaziers property will be "baCK on \he table' anc1 !:DA will negotiate with Century Crowell concerning ils purchE13e/participation on a non. exclusive basis, and. in any event, whether before or after close of escrow, the EDA has agreed lh<lt if It receives an acceptable llfflOlr from anotl'1l>r bona fide party, Century Crowell will hilve a reasonaple opportunity tp match suell offer. Our lender ha~ indical"d verbally Ihat lhey will proceed wilh'the 10s(1, However. they will nol give any binding commitment untillhe peckage is submitted \0 the loan commltlBe. Unfortunately, I cannot give you anything more definite than that, as vlnually all of Qyr lenders operElte this way. Please call to confirm yoyr receipt of this lener and to discuSS bringing tM above back to the EDA Committee, Sincerely, Cl:NTURY CROWEl-1. OOMMUNITIES, LP Cf:NTURY HQMI!:S COMMUNITIES ~rsr ernest O. Vincent Vjce President CQrporate Legal 1535 Suulh "11" Street, Sl.iLe 100, San Btrnardinn, C.lifnrnia, 9140B, (9119) 38).6007, F.x (9W) 381-0041 I-BOO-~\JY.{ :I'N'I'L1RYI, hltpj/www.cenluryvin.tage.com DEC.-12'00tTUE) 09'41 CENTURY CROWELL COMMUNITIES TEL:909 885 5005 P. 001 TRANSACTION REPORT Transmission Transaction (8) completed DESTINATION DURATION PGS. RESULT MODE NO. TX DATE/TIME 909+383+9378 QU 00' 23- 001 OK N ECM 646 DEC. 12 09'40 December 11, 2000 Via Facsimile Transmission (B09) 663-2294 Maggie Pacheco Director, Housing and Community Development Economic Development Agency 201 N. "EO Street, Suite 301 San Semardino, California 92401 CENTURY VINTAGE HOMES By Century Crowell RE: Glaziers Union Property - RFP Dear Ma9gie: We are in receipt of your letter dated Oecember 5, 2000, wherein you have informed us that the EDA Commission has approved putting the Glaziers property out to an RFP sometime in January. We assume that the Commission's direction In this regarc is consistent with the Commission's prior commitment (October 5, 2000) to allow non-exclusive negotiations between EDA and Century Crowell once Arrow Vista has closed, and to allow Century Crowell a reasonable opportunity to match any other offer received. Please let me know Immediately If this is not your understanding, Sincerely, CENTURY CROWELL COMMUNITIES, LP CENTURY HOMES COMMUNITIES ~r? DEC. -11' OO(MONl 17:21 CENTURY CROWELL COMMUNITIES TEL:909 885 5005 P. 001 TRANSACTION REPORT Transml ss ion Transaction(sl comPleted NO. TX DATE/TIME DESTINATION DURATION PGS. RESULT MODE 635 DEC. 11 li:20 909 384 5135 O. DO' 23" 001 OK N ECI<! By Century Crowell December 11, 2000 Via Facsimile Transmission (909) 663.2294 Magsle Pacheco Director. Housing and Community Development Economic Development Agency 201 N. "En Street, SLljte 301 San Bernardino, Califomia 92401 RE: Glaziers Union Property - RFP CENTURY VINTACE HOMES Pear Maggie: We are in receipt of your letter dated December 5, 2000, wherein you have informed us that the EDA Commission hllS approved pLllting the Glaziers property out to an RFP sometime in January. We assume that the Commission's direction in this regard is consistent with the Commission's prior commitment (October 5, 2000) to allow non-exclusive negotiations between EDA and Century Crowell once Arrow Vista has closed, and to allow Century Crowell a reasonable opportunity to match any other offer received. Please let me know immediatelY If this is nol your understanding. Sincerely, CENTURY CROWELL COMMUNITIES, LP CENTURY HOMES COMMUNITIES 4r? _._._ - _~ - 'I!_ _ __. December 11, 2000 CENTURY VINTAGE HOMES Via Facsimile Transmission (909) 663-2294 By Century Crowell Maggie Pacheco Director, Housing and Community Development Economic Development Agency 201 N. "E" Street, Suite 301 San Bernardino, California 92401 RE: Glaziers Union Properly - RFP Dear Maggie: We are in receipt of your letter dated December 5,2000, wherein you have informed us that the EOA Commission has approved putting the Glaziers properly out to an RFP sometirne in January. We assume that the Commission's direction in this regard is consistent with the Commission's prior commitment (October 5, 2000) to allow non-exclusive negotiations between EOA and Century Crowell once Arrow Vista has closed, and to allow Century Crowell a reasonable opportunity to match any other offer received. Please let me know immediately if this is not your understanding. Sincerely, CENTURY CROWELL COMMUNITIES, LP CENTURY HOMES COMMUNITIES ~r? Ernest O. Vincent Vice President Corporate Legal 'J cc: Oave Gondek, Lewis O'Amato, Brisbois & Bisgaard (909)%83-9378 Diane Holman, Lewis O'Amato, Brisbois & Bisgaard (909) ~83-9378 Huston Carlyle, City Attorney's Office (909) 384-5238 'J 1535 South "D" Street, Suite 200, San Bernardino, California, 92408, (909) 381-6007, Fax (909) 381-0041 1 CA^ 01 TV rt:'t..1TT InVt 1-....~ 1/"..,...... ,...."'.....f-........,j....4-....n-.o ....^...... CENTURY VINTAGE HOMES CENTURY CROWELL COMMUNITIES PRESENTATION OF DEVELOPMENT PROPOSAL AND STATEMENT OF QUALIFICATIONS TO DEVELOP AND CONSTRUCT FAIR OAKS AT UNIVERSITY HEIGHTS FOR THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO JULY 10, 2001 FAIR OAKS AT UNIVERSITY HEIGHTS CENTURY CROWELL COMMUNITIES DEVELOPER HIGHLIGHTS . CROWELL INDUSTRIES (HARRY CROWELL) FORMED 1963 . CENTURY HOMES (JOHN PAVELAK) FORMED 1976 . CENTURY CROWELL COMMUNITIES - SINCE 1993 . HEADQUARTERED IN SAN BERNARDINO . FIFTEEN CURRENT ACTIVE PROJECTS (INLAND EMPIRE/COACHELLA VALLEY) . $100,000,000 IN SALES REVENUE AT YEAR END 2000 . PROVEN RECORD OF SUCCESSFUL PROJECTS IN SAN BERNARDINO: WHISPERING GLEN CIMARRON RANCH ARROW VISTA 112 HOMES 1990 377 HOMES 1992 24 HOMES 2001 en I- J: (/)S2 ~w <cJ: O~ tt:~ -w <c> LLz ::l I- <C >- a::: <C :!: :!: :) tJ) z <C ..J 0.. w u - 0::: a. :r: I- <C m - c w m . l- LL . CJ en z <C ...J a. 000000 cncncncncncn cncncncncncn .... .... .... ... .. .... cncncncncncn M.qoLt')(Cr--O or-or-or-or-or-N WW~WW~ NNNMMM ------ MM"'ld""'ld".qo"'ld" 000000 000000 Lt')r--OO.qoO or-or-NNNM ------ 000000 000000 MLt')f"...r--N....... or-or-or-or-NN C) C) NMLt')Lt')(C(C en w -oJ m oCt c: oCt a. 2: o (,) I en I- ::I: CJ - W ::I: > I- - en c: w > - z ::) ~ en ~ oCt o c: <C u. ..... u.. (/)COC .......mC Ol~'" U ~ .;: n. oC OloC') uoC') .~ c5 oi' n.L!')':t" ..- ... ~~ ...; u.. 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ClI CDC >-CD ::l Ul lD 0 asoll S!jJn:J (,) - o .. ~ .. ,uaAOOSIC alland )lJEd .0 .:led wvJsaM luouule~ aliJec ue^ SnJUO Jse:Jalo:l UOJJeWIO S!P"O o o N o 0 to 0 ~ ~ o to o 4lUOW I $ .c: ~c. '" ;J ~ e ~<!l '" ~ '- Ql m5i' ~:E .Q Ql .Q~ 2 <!l'" iU ~ ;J o CI) ;:.. ~ u ;:.. ='l U ,.. '" g u ! ~ .s OJ :;;: E:" u Sl ,.. f!l i:l ~ ~... ",0 ",0 ",'" '" ... '" [:; < 8 i:l " ","" i:l ~ = ,.. ... ~ ~ '" ~ '" "" ~ < '" ,.. u ~ ~ ~ ..:l ;:; o ,.. ~ o r-- ~ o \0 Juamssassv lIlIM SlJ'lrOJd JO a~81na;).ltld ~ ~ ~ ~ o 0 0 0 ~ ~ M ~ ~ o ~ III ~ ... 8 ,., o on '" o o '" o on ~ S}aafO.IdJO .IaqmnN oc ... ... ~ tl .... " o's +~ ~ \,! " 2l il .0' ~ 0.. ~ ~ '" ... o o ... o on ~ o o o o r-- .-: '" o .. " is .. " '" ~ ~ "''' "''''''' ~fi:;5 u"'r-- " '" " OIl '" ;::l (lj .. c ~ 8 .:q ;E o .. 1 E " ~ .. " '" o a:: ..,f '" ~ ~ "''' "''''''' .. Cl ..,. Q~V). ~"'''' U Il.l N ~ ~~ ;:: t) ~ ~~J: ~ .. " o U " "" '2 ~ E 8 ..,f '" , o ~ ~~ "''''''' i:ifi:~ ~"'''' u ,,'" ';j en ~ ;::l =-= .. Q ~ 8 ~~J: ~ .. " o U " .. .. .. .. o o o '" ,.; '" ~ ~ -" "''''''' U~ ~ ~ "'", " ..,. ea ~H~ a ti 8 ~~J: s~ ou ~ o '" ~ :;;: Ell ;... ... " OIl " 0.. 0- " o c'5 ~ - " :>, " :;;: " "" ;... OJ u - " o '" , JUL.-18'01(WED) 08:21 CENTURY CROWELL COMMUNITIES TEL:909 885 5005 P. 001 TRANSACTION REPORT Transmission Transact ion (s) comPleted NO. TX DATE IT IME DESTINATION DURATION PGS. RESULT MODE 681 JUL. 18 08:16 98889413 0.04' SO" 003 OK N ECM CENTURY VINTAGE HOMES July 18, 2001 Via Facsimile Transmission (909) 888-9413 & General Deliyery By Century Crowell Maggie Pacheco Director, Housing and Community Development E:conomic Development Agency 201 N. "E" Street, Suite 301 San Bernardino, California 92401 RE: Arrow Vista - 38 I-.ots pear Maggie: Based on the performancE! of Arrow Vista, and ol.lr recent discussions, Century Crowell proposes to continue the project on the nearpy 38 I-.ots owned by EDA on the following terms and conditions: 1. EDA will convey the 38 lots to Century, free and clear of all encumbrances, including past due taxes. 2. EDA will assign 38 prepaid sewer capacity rights held by !:DA to Century for use on the 38 lots, " 3. E:DA will forgive the note on the Susie I-.ans I-Iouse in the approxim<tte amount of $115,000. The proceeds of sale will be used for ongoing project costs for the 38 lots, 4, EDA will, forego all distributions of profits from the Arrow Vista 24 ($114,000 per pro forma). All such fu.n~~_will ~e use~ to pay p.roject costs . _ __L._~ ~r""l ......+ .....,.,,1.6"... ~~ July 18, 2001 CENTURY VINTAGE HOMES By Century Crowell Via Facsimile Transmission (909) 888-9413 & General Delivery Maggi~ Pacheco Director, Housing and Community Development Economic Development Agency 201 N. "E" Street, Suite 301 San Bernardino, California 92401 RE: Arrow Vista- 38 Lots Dear Maggie: Based on the performance of Arrow Vista, and our recent discussions, Century Crowell proposes to continue the project on the nearby 38 Lots owned by EDA on the following terms and conditions: 1. EDA will convey the 38 lots to Century, free and clear of all encumbrances; Including past due taxes. 2. EDA will assign 38 prepaid sewer capacity rights held by EDA to Century for use on the 38 lots. 3. EDA will forgive the note on the Susie Lane House in the approximate amount of $115,000. The proceeds of sale will be used for ongoing project costs for the 38 lots. 4. EDA will. forego all distributions of profits from the Arrow Vista 24 ($114,000 per pro forma). All such fundswill be used to pay project costs of the 38 lots. First profits up to $114,000 on the entire 62 unit project as a whole will be allocated to the EDA, with any profits above that amount going to Century. . 5. EDA will allow Century to roll-over any unused MAP assistance from the 24 lots to the 38 lots, it being understood that no further MAP assistance on the 38 lots is available. 6. Century will pay school fees as a project cost. All other City Fees as allowed per City Ordinance will be deferred until close of escrow on completed homes. Century will guaranty payment of such fees. 7. Century will have 120 days to close escrow upon signing by EDA of a new DDA reflecting the above. Close of escrow is conditioned on: 1535 South "0" Street, Suite 200, San Bernardino, Glifornia, 92408, (909) 381-600~ Fax~9iJ9'JVj:jjll'jOO41 l-BOO.BUY.CENTURY!, http://w\\.w.centuryvintage.com a. Approval by City Design Review Committee of the side-yard set-back, if required. b. Our continuing ability to pull permits with a lock-in of school fees at $2.50 per square foot. c. Securing of new construction loan from Tokai Bank or other lender. d. 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I I ! ! , , ! ! : I I ' , I I ' i I Q 0< !2. ~ en en woo -.J CO::J::l "",~coro 0, (go co o (<l3 3 en COQl Ql "Tlra.a.. S S" S" o 0 0 " " .. Monday, Au~st 20, 2001 A2enda Item No. R43 The following is a verbatim transcript of Item No. R43 which was heard by the Mayor and Common Council of the City of San Bernardino at its joint regular meeting held on Monday, August 20,2001. Item No. R43 was titled as follows on the agenda: Resolution of the Community Development Commission of the City of San Bernardino authorizing and approving an Exclusive Right to Negotiate Agreement with GFR Enterprises, Inc., related to AP #261- 191-27,28,29 and 30, commonly known as the <1lacier's property in north San Bernardino ("The Site") for single family housing development. MOTION: That said resolution be adopted. Van Osdel: Mayor, the Glacier property is a lID-lot subdivision that the Agency became the proud owners of when we refunded the CFD #995. Subsequent to Commission action, when the Agency put out an RFP soliciting proposals for development of the Glacier property, we received three proposals. The committee, composed of James Funk, Valerie Ross, Ray Casey, Maggie Pacheco, Mr. Suarez, and myself, interviewed the proponents and made a recommendation to the Redevelopment Committee, and the Committee is recommending the recommendation today to enter into an exclusive right to negotiate for development of the Glacier property with GFR. If you have any questions, Ms. Pacheco is here to respond to them. Mayor: Any questions from members of the Council? McCammack: We were given some additional backup this morning that I've read through. I am, it looks to me on the surface of this that we might have been in an exclusive right to negotiate with another developer, previously. Pacheco: That is not my understanding. If you reflect back to your packet, we attempted to give a chronology of some of the issues in the current staff report, but specifically, back in October of, October 5th, 2000, the Redevelopment Committee did discuss this matter at length, and back at that time the Committee pretty much was very clear in my interpretation as to what position they took with regard to negotiations. And what I recall is that in October of 2000 the Committee, while they had extensive discussion on possibly giving Century the 1 Mayor: opportunity to counter-propose for , the committee made no recommendation with regard to that. In fact, the minutes that are attached to your staff report reflect the actual Committee recommendation, and as you can see, from that recommendation there is no discussion or motion to give Century any exclusiveness regarding the property. Subsequent to the Redevelopment Committee, March of 2001, we came before the CDC, and at that time you directed us to go out with an RFP. And we did send that RFP out, as Mr. Van Osdel indicated, and Century was in fact one of the respondents to the proposals. Any more questions? McCammack: I guess we're missing some of those minutes, maybe, in this backup anyway. Nonetheless Mayor: (Note: There is talking going on, but nothing being said into the mikes.) While they are conferring, we have several speakers on this item. I'll call you in the order that I have received them. The first speaker, Ms. McCammack, if you don't mind I'll proceed. McCammack: No, go right ahead, Mayor, I'm sorry. Mayor: Vincent: Mayor: Vincent: Thank you. The first speaker is Dave Cooper. Madame Mayor, can we go out of order? We have about four people from Century Crowell and it will make more sense if I go first. Sure. OK, whichever order you all wish to come forward. Good afternoon, Honorable Mayor and members of the Council. My name is Ernest Vincent. I'm with Century Crowell Communities, 1535 South "D" Street, Suite 200, San Bernardino; and I'm speaking in opposition to the agenda item at this time. In the negotiation on the Arrow Vista project, which Century Crowell is currently building pursuant to an agreement with the RDA, those negotiations were finalized at that October 5th hearing. It was a committee meeting, the RDA Committee, there were extensive negotiations about our concern with respect to the Glacier's property--that was a property that we really wanted to do. It was our understanding at that time, that there were a number, or there were some other offers out from some other builders, and we were concerned that that opportunity would pass us by. 2 Mayor: Koon: The staff had taken the pOSItion at that time that they were not open to discussing the Glacier's property until we had closed and performed on Arrow Vista. And our position was that we were concerned in the interim that we would lose out on the opportunity to have that property. So it was suggested that we have a right to match an offer that would come in from another developer, and that was supposed to have been reflected in those minutes. What happened was that the minutes made simply a general reference to a discussion regarding the Glacier's property, and were not anymore specific than that. In subsequent correspondence with the RDA staff in letters from myself, I reiterated what I stated at the October 5111 meeting, and when I found out that an RFP was going out I did send a letter asking for clarification. And that is in the packet that you have. I didn't receive any written response to that letter. I do recall having a conversation with staff, and I don't remember exactly what was said, but my understanding was that the Council had spoken as to an RFP and that was it. There was, as I can recall, never any statement that there was no longer going to be a right of first refusal or allowing us to match an offer. I raised this issue on the 9111 of this month at the RDA Committee hearing, and it was my understanding that staff was going to prepare a chronology, I guess they did, for your purposes. We don't know at this time if the RDA Committee, or the Council as a whole, has had adequate time to review this and to make a decision. We think it's in the City's best interest to allow us an opportunity to match, because we do have a track record of having performed at Arrow Vista. So that is what we are trying to fmd out today, is if the Council has looked at this and has made a decision on it, and if not, we would think it appropriate for them to delay this item until such time as they have had a chance to really consider it. Thank you, Mr. Vincent. Our next speaker, whatever order you wish to take. I have here Mr. Richard Koon. Hello Mayor and Council. I'm Richard Koon, I'm an executive vice president for Invoy Mac Bank. At the time that these projects were done, particularly the Arrow Vista Project, I was an executive vice president of Tokai Bank of California. At the time that we looked at financing the Arrow Vista Project, we were concerned about its location and the relative risk involved in financing a project of that type. What we eventually agreed to do was to provide the financing, provided we had the opportunity to also provide the financing on the Glacier's property at a later date. We proYided Council with the letter that states that we took some additional risk in financing Arrow Vista property, and that it was our understanding that we were doing this with right of first refusal going to Mr. Pavelak of Century Homes and that ultimately, we too, would be given the opportunity to finance the project. I think if you read the letter 3 Mayor: Pavelak: Mayor: attached by Nancy Pepper, Vice President , out of our Ontario office, you'll see that's very clearly stated. Thank you. Thank you, Mr. Koon. Next speaker, Mr. John Pavelak. Good afternoon, Mayor, Honorable Mayor and members of the Council. My name is John Pavelak. I'm a principal at Century Crowell Communities, 1535 South "D" Street. I wanted to mention that I am opposed to the Council granting the exclusive right to negotiate with the other developer. What I wanted to say, is that when I left that meeting, October 5"', my partner and I, my partner was there--there was five of us there--we left with the understanding that we would have right of first refusal to match any offer coming in, which when I saw that, I said, well, that's going to be a great deal for everybody involved, the City and so forth there, so now you have the situation where, you know, that you can get top dollar. But I subsequently found out about the project, because you, the Council decided to go out for an RFP, so we responded to that, but always with the thoughts that we had first right of refusal to match any offer coming in there, which would get the biggest amount for the City. The only condition was, at that October 5'" meeting, was that we perform, we close and we went through on Arrow Vista. You know, Arrow Vista is moving greatly, we've got a lot of sales out there, we're ready to go in for Phase II there, the other 38 lots, that we have been talking with the, with staff on that, it's in Betty Anderson's district there. And I felt we were the best candidate that could get the project done and also move ahead with the Glacier's and have a, have a rebound for here, for the City of San Bernardino. When we reflected the offer, it was asked, for the RFP, the City had indicated, you know, get us, get us as much as you can, we're in there for, I think we found out later they had bought the property for $850,000. I think there was an appraisal being done, but we never saw that, so our offer was $1 million for the property. So then, you can see to my dismay, here's the property now maybe going for $750,000 with the incentives, so I'm a little perplexed to say, what happened here? So, as a matter of fact, we're ready, willing and able to go right into a ~DA. We've done extensive due diligence, we've just got a few little things left, we're able, we wanted to get started in the next 60-90 days under construction and not let something drag out. The interest rates are down right now, it's a good market, there's not a lot of new development here in town, we think the wave is here, let's start building. So, if you have any questions . . Thank you, Mr. Pavelak. Mr. Chuck, I don't know if it is Werrman or Wessman. 4 Wessman: Mayor: Cooper: Mayor: Schnetz: Pacheco: I'm Chuck Wessman. I'm the CPA with Mellon, Johnson & Reardon here in San Bernardino. I'm also a resident. I live at 863 W. Ridge View Court. Basically, I was at that August 5th meeting; it was certainly all of our understandings when we left that Century Homes, if they performed and were able to close the Arrow Vista 24 lots, that they would be given right of first refusal on the Glacier's property. Since that time, they have continued to spend money to do due diligence, and I think really, they are ready to match the offer that is on the table and go forward with the project. So I think it is in the City's best interest, and also I think: in good conscience, that is basically what was represented to the company by the Committee that day. Thank you. Thank you Mr. Wessman. Mr. Dave Cooper. Good afternoon, Mayor and members of the RDA. I'm Dave Cooper, I'm the project manager for Arrow Vista, I'll be the project manager if we go forward with any future projects here in San Bernardino. One of the things that Mr. Pavelak has consistently said at all of the hearings that we have had on Arrow Vista and at any of the public forums, was that he was willing to take a chance on Arrow Vista and try and help the City, but he didn't want to take a chance at losing money--he was willing to break even, or perhaps not get all the G&A costs that we would normally put into a development to try and make that work, with the anticipation that if there was a shortfall, he could make it up in future projects. And he has been very consistent in that. One of the things that you need to be aware of, is that Mr. Pavelak personally guaranteed those loans at Arrow Vista--it wasn't guaranteed by the corporation, it was guaranteed by him personally--and that was in anticipation that we have the right to match any offers that came up in the future that we could make up those shortfalls, so he took a tremendous risk, and it's turned out to be a good one for everybody, and we would just like to be able to continue on that vein and do a good job on the next project, too. Thank you. Thank you, Mr. Cooper. Is there anyone else that wishes to speak to this item? If not, are there any comments or questions from members of the Council? Mr. Schnetz: Thank you. The proposal that was made by Century Homes was $300,000 down and a $300,000 note, and then up to $400,000 of a share of the profits-- that's how they came to the million dollars? And the Agency would like to do the other one because it was less money, but it was cleaner, a quicker sale, all cash at the front of the deal? with the 825 cash at the close of escrow? There was various conditions placed on the Century proposal--it was contingent upon sales. It was not a straight forward proposal where cash would be 5 Mayor: deposited into escrow--again, it was contingent upon performance. You might want to add a few things for clarification purposes. It is true that we had extensive discussion at the Redevelopment Committee. In fact, on that October 5th committee, I, too, presented a chronology of events to the RDA, and at that meeting I was very clear in my recommendation that the Glacier was not part of the transaction on Arrow Vista. And as the Council may recall, we had, the Agency had entered into an agreement with Century relative to Arrow Vista over a year prior to the development coming forward, and as a result of various impasses on the project we went back to the drawing board on Arrow Vista and the Agency negotiated extensively and made many concessions in order to help Arrow Vista move forward. While I realize that there wasn't a significant profit involved for Arrow Vista and there was some risk involved to the developer, at the same time there was also a risk involved to the Agency because we were forgoing our purchase price as well, and there were a number of concessions that we made. Consequently, the Agency did not get their purchase price up front, and I think that that's the same transaction that you have in front of you with regard to Glacier. There's a lot of contingencies placed upon the sale of that property. Any more questions? Ms. McCammack. McCammack: The one paragraph of note, Maggie, in the minutes is, Council Member Estrada made a motion, seconded by Council Member Suarez, and unanimously carried, that if the commitment is not received from Century Crowell by the end of today (being October 5, 2(00) the Committee would recommend a public hearing on November 30th and an amended Disposition and Development Agreement. Pacheco: Did the Century Crowell folks understand that that was the motion made and unanimously carried at the end of that meeting? It was very clear in terms of what I recall; that motion, and the Redevelopment Committee members were speaking to the recommendation that the staff had before them, and that was dealing with the Arrow Vista Project. Staff did not want the Arrow Vista Project to be muddied up with the Glacier property. In fact, my recommendation on October 5th was that the Redevelopment Committee concur with staffs recommendation to terminate the DDA bind between the Agency and Century and forward this recommendation to the Community Development Commission, thereby, prompting the motion that is in front of you in the minutes of October 5th. That's where we were. We were at a point where we could not come to an agreement with Century and the Committee did, in fact, state that if you do not have a response by the end of the day, terminate the agreement. 6 McCarnmack: But, then in your chronology there's a letter from Century Crowell specifically asking for a response, their letter dated October 17, I'm sorry, September 11th , and I guess they received no response to that letter? Pacheco: Mayor: The response that they received was a verbal from, myself, my discussions were always with Mr. Vincent, and if Mr. Vincent did not receive a written response from me he always received a verbal response from me, and I believe that at all times I have kept Mr. Vincent informed of the Agency's position. Prior to going out with the RFP, I also advised Mr. Vincent that the Committee took action to instruct us to do various things that was noted in the minutes, and then subsequent to that, the Commission requested that we do an RFP, thereby prompting the May 18th RFP. Ms. McCammack. McCammack: I remember the discussions that came back to the Commission regarding the Arrow Vista property, and I think we were all very pleased that that project went forward and moved forward and has moved forward as quickly as it has. And although I understand dollars are dollars, this is a business and the cleaner the deal the better. I'm just not sure that we don't have some kind of an obligation to this developer for what he has already done, and the risk that he did take, and not necessarily saying that the RDA promised him anything, because I can't find any of that in any of this documentation. I don't know what this body needs to do, but I sure do feel like we should be fair to any developer that has been fair to us. Suarez: Mayor: Suarez: Mayor: Through the chair. Yes, Mr. Suarez. I just want to make a couple of things clear. I've always insisted that all the property that is up in the north end stand on their own merits--each and every property--and have discussed that with Mr. Van Osdel, Maggie, and whatuot. When the conversation came up with Century, and I applaud the work that they have done in your ward, I adamantly made sure that Maggie and Mr. Van Osdel did not include any, either the property or the Glacier property, on any of these conversations, because each one of those was to stand on its own. Am I correct Mr. Van Osdel? (Could not hear whether there was a response.) See, so that then has been my stance on all the discussions that have come up. Do not discuss those properties up in the north end because those stand on their own. So your understanding is that one was not contingent on the other. 7 Suarez: That is absolutely correct. Mayor: Mr. Schnetz. Schnetz: I just would like to ask - this is a public hearing to award it - an exclusive right to negotiate - I think at any point, anybody can come in and say what they will offer, and if you want to offer a better offer than GFR then this is the time we need to hear it. Pavelak: Well, we are here today to make that offer, but also I wanted to make a clarification that on the offer that we did make on the Glacier's, the $1 million, was the $300,000 down, the $300,000 note, and also the City had the first $400,000 of profits--we didn't have any, so the first profits were going to the City to equal that million dollars--it wasn't a share of the profits. And what happened is, if that project only made $400,000 the City would have that and Century Crowell wouldn't have that. We're here today to, and we appreciate the time, and we're here ready to go into a DDA and make the offer of $850,000 all cash for the project. Mayor: OK - Mr. Van Osdel. Thank you Mr. Pavelak. Van Osdel: Mayor, one of the things that's missing from the discussion and the chronology of this is that back when the Agency entered into a Disposition and Development Agreement for this property, it was many many months before any of this transpired. And you may remember, that we reached the point where we were going to hold them in default because nothing had happened pursuant to their agreement with us. The feeling was that obviously there word was not any good. At issue at that particular time as well was their good faith deposit, and it was only through reluctance that the Committee and the staff went into review and discussions with them to see if we could make some sense out of this whole issue. And so the Committee and staff began negotiations despite the fact that we had had a previous DDA, we tried to get something done on the Arrow Vista Project. The reason why the Committee made the motion that they did that day, was clearly because of their experiences that they had with this firm, trying to reach any kind of agreement in the first . . . They did not want to run the risk once again of jumping into a DDA with a firm that six months later, eight months later, or twelve months later had yet to produce. They were very leery of doing anything until there was definite It was their request, but not acted on. Mayor: Mr. Schnetz and then Ms. McCammack. Schnetz: But the Arrow Vista deal is closed and it's--is it built out now--the 24 lots. And they are all sold out. 8 Unknown: Schnetz: Pavelak: Mayor: Mumbling. All sold out. As a matter of fact we're taking reservations for the next 38 lots. So what I hear staff saying is part of their decision in this other direction was their, they were not comfortable with the first set of negotiations, and the first time they negotiated with the original DDA. Is that something that was a one- time problem--it wouldn't happen again. That is just a one-time problem. And when we were in negotiations, it was a tough project--if the Council remembers, the three people that bid on it was ourselves, Century Crowell; Inco Homes, which is now bankrupt; and then the nonprofit organization. This new RFP went out and you have three bidders-- you have nonprofit, Century Crowell, and the other developer, GFR. We've always looked up to my commitments, and that's why I mentioned, I had my banker here, we've been banking with them since 1976 here, so if there was an uneasy time with the staff, but we've been able to perform, and the timings right, so, and I think you've always had, you know, you've had me at my word here. I get through the projects. I don't have a situation where they are half completed. Thank you, Mr. Pavelak. Ms. McCammack. McCammack: I think Mr. Van Osdel's recollection is correct. I would like to add to it my recollection, which was, this project was going to be a very difficult project to cancel out in the first place. There were some underlying problems with the project in the first place. And I certainly feel we were lucky to get this project to happen in the first place, and we're lucky to have homes built on it at this point in time. I think the RDA at that time made their decision because they felt like they were between a rock and a hard place and had to make a firm decision to move the project forward or move on. I don't, I don't believe it was because they didn't believe your word, but I'm speaking out of turn since I'm not on the RDA. But I know when it came to this body, that's the conclusion that I came to. Pavelak: Mayor: At this point in time it seems to me, Mayor, that we've got two offers on the table, and I don't know if that's the legal way to look at it, but it seems like we have $850,000 cash with a $75,000 incentive, or $850,000 in cash. Would that be the way it appears to you. Yes, that's the way it appears. Ms. Estrada. 9 (Note: Tape turned - may be missing words.) Mayor: There was a clarification of the two offers that we currently. . . Van Osdel: Normally, normally you invite offers when you go to your public hearing on your ultimate Disposition and Development Agreement. I'm unfamiliar with the situation where you've gone through the process, the democratic process to select somebody, and before awarding them an exclusive right to take a peak you take another offer. I McCammack: Do we have the right to reject everything up to this point, or do we have some legal and binding contract with the other developer? 10 Sabo: Well, first of all, there is no binding contract, there is nothing implied with the other developer. What you have before you is a process that was undertaken with a mutual committee to come up with a recommendation. As Mr. Van Osdel said, before there can be a final binding agreement for the sale of property, a final agreement must come back to you at a public hearing, and once again, that process is open to the public. Mayor: Schnetz: You may recall, when staff made one recommendation for a potential developer on the INS building, at the public hearing, somebody else came forward with a better offer and the Council decided at that time to award it to the other party. So, the choice that you are faced with is do you take the recommendation of the Committee to move forward, but still knowing that there is the public hearing out there within 60--maybe 75 days--when not only the other two developers, but anybody else can come in who wasn't a part of that process and can submit an offer at the public hearing. That's the purpose of the public hearing because this is not a competitive bidding process--it is a proposal process. Thank: you for that clarification. Mr. Schnetz has a question. According to Chuck, I don't remember Chuck's last name, Century Crowell has been doing, you've been doing due diligence on this particular piece of property already? Would you need to have 60 days to do exclusive right to negotiate or could you just put together your deal right away and bring it back for public hearing? In other words, could we save 60 days worth of time. McCammack: That's what I'm wondering. Mayor: Pavelak: Schnetz: Mayor: Schnetz: Sabo: Mr. Wessler, or Pavelak, Mr. Pavelak. You understand we're in a dilemma here and we're trying to do the right and the fair thing. Yes, and I appreciate that; and so are we. We would be ready to go into the DDA there and close in 60-90 days. We've conducted quite a bit of due diligence, we just need a couple of little verifications with the City. So the next meeting you could actually bring back a DDA for 850 cash. No, I don't think that's the process that was outlined. Then we don't need an exclusive right to negotiate. We're not going to come back with the DDA by the next meeting. What I would say is a reasonable time period, perhaps within 60 days we would have worked out all of the details of this, which is, every one of these is slightly 11 Pacheco: Mayor: Sabo: Schnetz: Pacheco: Schnetz: Pacheco: Schnetz: Pacheco: Schnetz: Pacheco: different. There are some other issues here because of how we acquired the property, which is different than Arrow Vista. But I don't say, at best we would have a public hearing noticed in about 60 days. Then the issue becomes how soon after that public hearing does the escrow c1ose--does it close within 3- 5 days, or is there another 30-60 days take off from that, which is something that would have to be discussed. Is the due diligence being done at the same time we're negotiating the agreement, or does it tag on afterwards, or would we have virtually a simultaneous closing upon execution of the _ DDA. In addition to that there are some other things that need to be taken into consideration. There are some legal issues with regard to title, and then there's the tentative tract map that needs to be completed. At this point in time, I can't tell you when those items are going to be completed. Most specifically, we need to take care of the title issues and ensuring that the title is placed in the name of the Agency which currently is. All that takes place prior to us taking any kind of action? Before you take the, even the final action on the DDA, 60 days from now, a lot of those can still be conditions at the close of escrow that we can deliver marketable type, those items are being worked on right now but it will take some time before they are concluded, and regardless of which party we go into the agreement with, that work will continue and in any event be a condition at the close of escrow. Hopefully, by the time all parties are ready to close, these other issues are resolved. It's just a matter of mechanics and, of course, the processing of the final tract map. We're not processing a tract map, are we? A tentative tract map. They are processing a tentative tract map? Yes, they are in the process of renewing the map. So one of the contingencies of the escrow or even the sale would be that the map be approved prior to the close of escrow? Pardon? Is one of the conditions of either one of these sales that the map be approved prior to the close of escrow? Yes. 12 Schnetz: Pacheco: Schnetz: Pacheco: Schnetz: Pacheco: Schnetz: Pacheco: Mayor: Suarez: Mayor: Sabo: That's going to take six months. Well, we're hoping that we can get to Planning Commission and City Council within 45-50 days, hopefully. I've never gotten one approved in six months yet. The map has been previously reviewed and we're going through the conditions right now, and we have gone through preliminary design review and we are scheduled to go before a formal design review in a couple of weeks. Are we too early then? In terms of exocivity? If we're waiting to get the map approved, and then there's going to be conditions of approval that everybody has to approve, that could throw the deal sideways again, because who knows what the costs are going to be. We don't know any conditions of approval. We have pretty much gone through the conditions right now. We have a pretty good sense of the preliminary approvals. Granted, there might be some items added at Planning Commission, but it is our intent to try to get to Planning Commission at least 30-45 days from now. At least that is what our tentative schedule is. Before we get to Planning Commission we will certainly have the conditions of approval. In fact, we have weeded through most of the conditions right now. OK, Mr. Suarez, did you have a question? Yes, I do. I have a small dilemma in my brain because I'm not as smart as all of you guys are, and that is, are we here to put the property up for a bidding process today, or are we here to discuss R43, you know, so what, what affect does approving or disapproving R43 have to do with the entire process? Or, do we still not have a public hearing at a future date where all of this will be resolved? Do we stop all of this process right now? Let me see if I can clarify your dilemma, Mr. Suarez. We know we have to have a public hearing. In order to go to the public hearing, Mr. Suarez, we need to take some action today. The action will be to approve, is that right? You need to give us some direction 13 Mayor: Sabo: Mayor: Sabo: Mayor: Sabo: Mayor: Suarez: Estrada: Mayor: So if we approve this action today, it doesn't mean it's a done deal, because it still has to have a public hearing. However, if we don't approve of this action today, then we don't have a public hearing, and then we go out to bid again, or what? I think that is what Mr. Suarez wants clarified. Will you help us with that? If you take no action today, then it would be whenever either staff or somebody else could to come forward with a proposal which would go back to the RDA Committee as a single proposal to say .yes" or "no" on . . . There might be another formal process, I don't know. OK, and that formal process will take about how long? It's going to take a minimum of 45-60 days by the time you get the notice out, reviews, have an interview panel, make some evaluations, it's a 45-60 day process. So if we proceed, and these are all hypothetical, to give us a sense of direction, and I know that all of us have concerns and we want to do the right and fair thing for certainly all parties, and have acted in good faith, I believe, if we take action today based on staffs recommendation, then we would still have a public hearing and at that time both parties proceed with their best argument at that public hearing, and at that public hearing we may change our minds and, not change our minds, but we will decide who the successful bidder will be. Both parties and anybody else that... And anybody else, I understand. Is that clear. That is absolutely clear, Mayor. Let me, allow me to make a motion to adopt staffs recommendation and that said resolution be adopted. Second that. OK. Ms. McCammack. McCammack: At what point during the negotiation process would then, this DDA and exclusive right to negotiate that this resolution that is attached to this backup would no longer be valid, even at the public hearing? What would they have to do, now that they, I mean, this developer knows what that developer is offering, now. Correct? Sabo: Yes, that is correct. 14 McCammack: OK. So, in their exclusive right to negotiate, what is it that they would do that would cause this agreement to fail, so that at the public hearing somebody else could actually corne in and make a different offer that we could then be legally able to accept? Sabo: Mayor: Even with this exclusive right to negotiate in place, you cannot preclude someone from corning in at the public hearing and making another offer. In other words, if this agreement is going to limit you to accept another offer, then it's unenforceable because you cannot make such a commitment to sell property without a public hearing. The agreement will not preclude you in any way from making another decision at the public hearing. What are the implications for the DDA? I think that was your concern. It seems like I'm reading minds today. What are the implications on the DDA. McCammack: The legalities. Sabo: Mayor: Sabo: Mayor: Schnetz: On the DDA, first of all, it will become a public document two weeks before that public hearing. When we publish the notice of the public hearing, on the date of the first publication there is a summary of the agreement, plus the agreement itself, in substantially final form, must be available for public inspection. So, the entire world has access to the agreement at that time. So, any other developer, any other party who is interested has access to those documents and has the right to corne in when this is published at the agenda and get the final copy of it and corne in and submit to you a showing time periods, submit to you more lenient provisions of the Agency, a higher purchase price, whatever they may want to submit at that time. And also at that time the members of this Commission could also do a qualitative analysis based on the history of the different developers that we have had. That would also... Whatever the process that you would want at that time. That's the reason for the public hearing. If you've already pre-deterrnined who is going to be the purchaser of this property, then you are making a commitment without the benefit of complying with the redevelopment law regarding a public hearing, which you cannot do. Mr. Schnetz, you had a question? If we are going to be doing the map, and as owner of the property, and any project, or any DDA that we enter into at a future public hearing, the closure of escrow is going to be contingent upon the developer's approval of the conditions of approval of that tentative map as approved by the City Planning Commission, 15 Pacheco: Mayor: Pavelak: Pacheco: Mayor: it's really not a firm deal, price wise at least, until that occurrence. Because usually what happens, if there's something that comes up that in the approval process, a condition comes up that, you know, some storm drain needs to be put in, or retention basin needs to be put in, they are going to recrunch all the numbers anyway and come back and say, we can't pay this much money, we've got to pay less money because of this new condition. So, I really think it's kind of a waste of time if we're going to, if we're going to be putting the map on there, to do a public hearing before the map is completed anyway, the tentative map is approved. The likelihood of that occurring is probably pretty slim. We are on a fast track for approval of the tentative tract map, because I do agree that the map must be at least considered by the Planning Commission so that we know what we're dealing with. After your action today, we had anticipated meeting with the developer and sitting down and going over the conditions of approval that are currently placed on the map right now, because we are re-visiting an old map. There are a number of conditions that may no longer apply. But we pretty much have a good sense of that, as I indicated earlier, by the preliminary feedback that we've gotten from Design Review. So those discussions are going to immediately commence regarding conditions so that the developer knows what kind of conditions are going to be placed on the project, thereby affecting the economics of this particular transaction. OK, Mr. Pavelak. Yes, if I could say one more thing. In your chronology I wanted to clarify something. On the comparison there, that stated that Century was only going to do houses from 1500 to 2300 feet--that was not true--we know the City is looking for some higher income housing--we are doing 1500 to 3000 square feet on those lots there, so I wanted to clarify that. Also, the reason I came here today, behind me I have the whole, the DRC submittal elevations and floor plans, and that generally takes about 60 days. That's why we want to be able to get it in the City to know that we can build that product. Because we don't know, and that's the process that you take, but we were going to ask that if you could go concurrently, and as Maggie said, on the fast track and get it approved, so that way you are underway, in no more than 90 days you are grading and building homes, and you've got delivery, say around Christmas time is what we are anticipating there, so you have people moving in by Christmas and then changing their schools or whatever by January 1". Mayor and members of the Council. Yes, thank: you Mr. Pavelak. Ms. Pacheco. 16 Pacheco: Mayor: Unknown: Mayor: I didn't want to belabor the issue, but a couple of components that we looked at as a committee was that the Century proposal was, in fact, conditioned upon approval of an assessment district. The other condition that was submitted in the proposal had to do with proceeding with Phase II of Arrow Vista, making the Arrow Vista Phase II also a contingent opportunity. So at this point in time, although they have expressed a desire to move forward with Phase II, we do not have a deal. So, again, we felt we did not want to include Arrow Vista in this transaction, nor did we feel at staff that discussing an assessment district was an item that we wanted to bring before you. So, the proposal had a number of things that we took into consideration as part of the evaluation process. OK. Ms. McCammack and then Mr. Vincent. No, you're not Mr. Vincent. Thank you, Mayor, if I could just speak briefly. As originally submitted, the RFP did say that we expected that the Agency would take the monies from the Glacier sale, put that into a subsidy on the 38 lots becanse there needs to be one in order to equalize the economics between the 38 and the 24 that we are now building. But in subsequent discussions with staff, we backed off of that becanse Ms. Pacheco was quite honest in saying, "well, we need the cash from Glaciers to deal with the bond that we put on in order to purchase that property," and so I've been trying to work out with her an agreement whereby we could go in on the 38 and not ask for that cash subsidy. So there has been some evolution of that deal point. The assessment district, that would be something that we can determine during feasibility, or make a determination that we wouldn't have one. So, I just wanted to make that point. Thank you. Ms. McCammack. McCammack: Thank you, Mayor. I just, I don't see anything in the backup from GFR to kuow whether or not there was any discussion of an assessment district, and would you even know that until you went through the whole DDA? Pacheco: Perhaps not, particularly not knowing the conditions of approval. GFR was not proposing an assessment district. It has been my experience that Century pretty much looks to an assessment district for financing for purposes of an infrastructure. McCammack: But we don't know for a fact that GFR wouldn't have brought that up in the DDA? Pacheco: No, we don't know. We know that it was not reflected in the proposal. 17 McCammack: Would it have had to been? Pacheco: Mayor: Estrada: Mayor: Estrada: Typically, in our RFP we ask the development entity to identify what financing scenarios they are going to utilize, and that was not referenced. Any more questions. We have a motion before us. We have a second. I will call for the question. It looks like the motion fails. Can we still have discussion? Can we still have discussion after a motion fails? I guess the question would be, "what happens next?" Ms. Estrada. Can we discuss it? I guess the point I was going to make is, sitting on the committee, I, too, don't recall, and I don't know what Mrs. Anderson recalls, but I would certainly be interested in finding out, what you recall as to the exclusive right as has been discussed here today with a, on this deal. And I guess my point is, that uuless you have a point for point comparison of what the two proposals are, it's a little hard to go to anyone. And, what I don't understand is not going forward with what has been presented to us now, after all that has been said about the public hearing. At the public hearing, then the interested parties here can come in and make their own presentation, and who knows, you could still award it to that particular company. We don't know that. I think by not taking any action today, all we are doing is delaying this process, and I don't know for how long. And I don't know whether, because I'm not in a position to be able to evaluate point for point, and neither is anybody else around this dais, at this time, I can't say that it's a waste of our time, or anything like that, but I do think that if we're going to try and protect the City to the degree that we can, and the Agency, that we need to move forward with this, with the understanding and Century knowing, of course, that they can always come in at the hearing and present their offer. So, I don't know what kind of jeopardy it puts Century in, or even, we know right now what the offer is from GFR, so we know more about GFR than we do about Century, even though we still don't have all the answers for a lot of questions, including the plan and so on. But, it seems like if we don't act now, you're just setting this thing, you now, way back. So, I'm not sure what happens if between now and when we have a public hearing, if it is going to be 60-90 days down the pike, market, if there's a slump or whatever, what does that do, do we hang on to these properties because these gentlemen have a perfect opportunity to back off and say, "hey, we're not going to go into this now" and so we're still stuck with where we are 18 at now. So, I don't know, I can't understand the rationale, maybe Ms. McCarnmack you can explain it. McCarnmack: Before Mr. Suarez made the motion, my rationale was going to be, and I should have jumped in and said, "Is there a reason, and what would the reason be, that we couldn't schedule the public hearing without a DDA--do you have to have a DDA with a developer to schedule a public hearing?" Sabo: You have to have the DDA there, you have to have the terms, and the only disadvantage that you have is, unless you really get some direction from the public body to negotiate with one developer, whether it's under an exclusive or just begin the direction with this developer, will the developee, will the developers be willing to save the time and effort to assist in those negotiations, so by the time you do get to a public hearing, there is a document that both parties have thought through and it's a document that you know can work. To just have an agreement in a vacuum, I guess it could be done, it's probably less than desirable, but you could have the document there, but it would be very unusual. I have not seen that be done where the public hearing is used as a bidding process. McCarnmack: Is there any way to enter into negotiations with both developers, since those seem to be the only two developers up to this point that have expressed an interest? Sabo: That could certainly be done. I don't know that both parties, or either party would be interested, but that could certainly be another option. I have seen that occur in some instances, where you go down parallel tracks with two developers, and whichever one is the easiest to work with, whichever one gets to the public hearing process first, is the one that you go with, or the other one still has an opportunity to match that deal. But it does compound the staff work as well, to be negotiating simultaneously with two developers, but it is possible as well. McCammack: I agree with Ms. Estrada, we need to move forward with the process, and when Mr. Schnetz said, how do we save that 60 days, you know, I'm not sure how we can legally save those 60 days, but I just, in the back of my mind I feel like we have some obligation to this developer, and that's not the developer sitting on the DDA in front of us. So if there is any way to get both developers to the table, I don't know how we do that--I don't know the legalities of it. Mayor: We're struggling because we're, we really want to do the fair and right thing, which is why, I believe, the recommendation was that we proceed with this and then we do this additional negotiations that Ms. McCarnmack was talking about. 19 Estrada: Mayor, I guess if I would recall, that, in fact, when we did the deal with Century, we were advised that they were going to be going, committing themselves to X, Y, and Z because they were looking at this other deal down the pike and they were going to commit themselves to a lot of these financial commitments. I think we would have said at that point, you know--hang on a minute, I don't know that you would want to do that--and that would have had to have been in writing somehow, so that we said,--yes, absolutely, we have committed ourselves to this, here it is on the record here, here it is in the minutes, here it is in the document, and that's what we committed ourselves to. I don't recall it that way, so it makes me, if you really want to put the, where do we put the I mean in terms of feeling guilty about not being fair? It seems to me that sitting on that committee, we've been dealing fair--we've been saying, "OK, we heard this proposal, we got that other proposal, we have staff do X, Y, and Z, and that is what has brought us to this point. At this point in time, I'm ready to vote on this matter, but, if we know that there is still an opportunity for Century to come back at the hearing and make their proposal, I can't understand what is not fair about that. I would look at both of them, and if it's a better deal for the City, you bet I'm going to support the better deal for the City. So I don't know what the hang-up is. Suarez: Well see, that was my logic behind making that motion, was that here's a deal, concrete, we can act on it. The other ones are going to come. And then at that time we make the choice. Because if we start bidding here, bidding war right now, we may end up with nothing, we may end up with the property back, and what will we have--business as usual. So this is what I'm getting at. Mayor: Let me a . . . Suarez: But that's OK. If this is what this body wants, business as usual, then, like in the old days, let's go for it. Because if I remember correctly, that's how business used to be done. Mayor: We need to know, we the Mayor and members of the Commission, since this motion did fail, and we certainly want the development of these properties, what's the next step, what must we do now? Somebody? Mr. Van Osdel. Van Osdel: Although I'm not sure I agree with my own idea, because quite frankly I think, you know I sense somehow there's a suggestion here that staff has not done their job somehow, and we've not been fair, and that's totally contrary to my belief. I think Ms. Pacheco has done an excellent job in meeting with this group. Nevertheless, if you're at an impasse here, why not solicit proposals from each of the two and the highest and best wins. Mayor: That's the point that Ms. McCammack was making, knowing. . . 20 Van Osdel: Sealed, secret. Mayor: Sealed bids. Van Osdel: Contingencies listed and highest best. Pavelak?: Can I ask this then. What we all need is for the ground rules then, is it an all cash, that's what we're looking at, so let's make it clear so it isn't because you know, if you change, and you have terms and so forth, it affects it differently. So what we need to do is know from you and the Council, is it the highest and best all quick, all cash-quick close, or is it a terms deal. Unknown: No. Pavelak?: And then, what other subsidies from the City and so forth there. That's all we needed, that's why we felt that the City couldn't get hurt with the first right of refusal. As a matter of fact, I'm up here today beating his offer, you see. And if he's in the audience, I guess he could say, he could stand up here and say, I offer 900. I don't know if he is here or not. . Mayor: Let me, let me suggest this. I don't feel that we are in a position to negotiate all this publicly. I think you said it, Ms. Estrada said it, Mrs. McCanunack said it, whatever works best for the City. The recommendation that Mr. Van Osdel made, I think was a fair one. Now that you have heard that we really want the best for the City and we also want to do the right thing by our developers, that you provide us with an offer in a sealed envelope. Van Osdel: And we will advise both parties of the conditions. Mayor: And you will advise both parties of the conditions and the sense of the members of the Commission. It will then go to the RDA. The RDA will make a recommendation to us, which is why we have the RDA Committee, isn't that right. Of course, this was the recommendation of the RDA. Suarez: Comment with some laughing (unable to decipher). Mayor: OK. Let's think this out to make sure that we all understand the rules. Are the members of the Council comfortable with the recommendation that was made by Mr. Van Osdel? Estrada: Ouly one thing, Mayor. I would very much recommend that given that we're going to be taking some more time here, that we get some kind of sense, some 21 kind of timeline from the staff as to how long this is going to take. Because then it's got to come back through the process before it comes back to here. Mayor: OK, good point. We would like to have this done in two weeks--how's that? Van Osdel: We would hope to get it out and have some response within two weeks. Mayor: So that we, it could be brought back to this Council at the next meeting. Unknown: Can I interrupt here? I think I have a right to speak:. Mayor: Certainly you do. Your name, sir. Arrera: My name is Richard Arrera. Mayor: Richard Arrera. Arrera: Right. I'm with GFR Enterprises. Mayor: Oh, oh, we were wondering if anyone was here. Arrera: this has turned out to be. I'm here with my partner, Felix Robles, who stands behind me here. Mayor: OK, Mr. Arrera; and your address, Mr. Arrera. Arrera: 549 Westminster Court, City of San Dimas. I'm not exactly sure of the process that's going on here. I'm at a little bit of a loss. We thought we were coming here to vote on an exclusive right to negotiate--what we were going to watch. What I believe the process was, is that everybody had a right to put their cards on the table months ago, or weeks ago, or whenever it was. We did, somebody else did, so did Century. We all looked at the project, we all decided it was a project we'd like to go on, we decided we would, and everybody got a right, one time, put your cards on the table, this is what you are going to bid, and whoever was chosen by the Committee was chosen, which was us, GFR. So now it seems to me, correct me if I'm wrong, that that doesn't work. You can come in here and say, "well, we know what you bid, we know what they're going to bid, do let's just do a bidding war again," which doesn't seem right to me. Everybody did it already. So we didn't have three bidders, now we've got a fourth bidder--Century is going to come in and bid again, after they know what we have already bid, and we know what they've bid, but our bids were taken. And I keep hearing that you want to be fair, but that doesn't seem fair at all. How can that be fair? 22 Mayor: Arrera: Mayor: Arrera: Mayor: Arrera: Mayor: Arrera: Mayor: Arrera: Mr. Arrera, I can assure you that in most cases, I would say in 90 percent of the cases, maybe even higher than that, the bidding process that is used does work. In this case, it didn't. Again. . Is there not a procedure that you, that everybody followed? You have the minutes, you have. . . Yes, yes You have what everybody has said and what everybody has done, and it's public record. We all followed the procedure, so how can it not be correct? It was correct, and you followed the procedure as indicated. And we were chosen. And you were recommended, but the fina1 decision is made by this body; and I think you saw how the votes were cast. The process . . . I think under confusion, but, because I don't think really everybody understands what's going on. No, I'm sure everyone understands what our bidding process is. We followed it as we do with all the others, and it's a recommendation that comes to this body. A recommendation does not mean a done-deal necessarily. And then the members of this body consider all the factors involved and all the presentations, as we have today, and some of the presentations that were made. And then the vote is taken, and you saw what the vote was. Now, we had a choice, we could have just gone out to bid again, which has happened in other bodies that I sit on. All bids are rejected and then you go out again. We do that. In this case, we are, instead of going out to bid again, which would prolong the process, we want to shorten the process. You know what the offer is on the table. They know what your offer is on the table. We want your best offer knowing what's on the table and Century's best offer, knowing what is on the table, and we will make a final determination in two weeks. We apologize for it not running as smoothly as one would always like things to run, but in the political process sometimes glitches happen. I'm not saying this was necessarily a glitch, but the fInal decision is this body's, and it was a recommendation, and the recommendation was rejected. Fortunately for some; unfortunately for others. So Mr. Arrera, I apologize at any inconvenience that this may have caused you; however, this is the political process. Well, I thank you for your time, . . . 23 Mayor: Arrera: Mayor: Arrera: Mayor: Robles: Mayor: Schnetz: You're welcome. but I just wanted to come up here to say, to clarify what we feel, where we stand. I don't know if my partner wants to say anything. . . Thank you, Mr. Arrera, we . . . I think he does, so, thank you. Thank you. Yes, sir. My name is Felix Robles, and I'm also a principal of GFR, and I concur with Richard. I'm a little confused at this process that has taken place here. I am not so sure, you know, we're going to go into a sealed bid here, when the truth of the matter is, neither one of us know the conditions of the approval. And anything can happen at that point. Century, with all due respect, can come up with a higher bid, as well as ourselves, and then everything is going to change at that point again if the conditions are not what either one of us approved. So, the process that we're now entering into just doesn't seem right, it doesn't seem fair--really for either one of us, but, we went through the proper channels of bidding on this project and, again, you do have the right to make a choice, I understand that. I assure you that we share your frustration; we understand. And the point that Mr. Schnetz has made is that it is, well, I'll let him If we have a sealed bid, I think, to make sure the number is a real number, we should have the conditions of approval of the tract map and we should have a title report. McCammack: I agree. Schnetz: Pacheco: Schnetz: Pacheco: How quick can we get title transferred? In light of the calendar for the processing of the tentative tract map, two weeks will not be sufficient. I understand that. I would recommend that you reject all of the proposals, and second, that you allow us to keep moving forward with the design review process, get on the calendar for Planning Commission, which I believe that's tentatively about 30 days from today, and once, it will be certainly be two weeks before we get on 24 Planning Commission, and we will have the conditions of approval. At that time, if you wish, we will then transmit the conditions of approval to the developer and have them submit a proposal to us based on the conditions that are proposed. Mayor: OK, that seems fair. Schnetz: What about the title report? Do you have a title report that would have everything on it except for . . . Pacheco: We have a preliminary title report and we do, as I indicated earlier, we do have some problems. And, 00, we will not have, in my estimation we will not have title in 30 days--conceivably 60 days. But certainly the conditions of approval will be adequate to the point where the developers are able to submit a reasonable proposal. Schnetz: Are there title problems, just basically it's still in the City's name and not the RDA's name, or is there some other encumbrances and things that have. . . Pacheco: That is one of the matters, and it is a technicality with regard to when the City acquired title for the property - there was some parties that were involved in the vesting, and we have to go through the process of obtaining quit-claim deeds from the prior owners that hold vesting. So there are some real technical issues that need to be resolved on the vesting, right now. Mayor: So the recommendation, well we have now two recommendations, one was a sealed bid . . . Van Osdel: I withdraw mine, I like Maggie's better. . . Mayor: Oh, you withdraw your recommendation, that you had made Schnetz: Just finish out the tract map and get all that stuff done and then we'll know what we're dealing with. Van Osdel: Let me add this. . . Mayor: Yes, Mr. Van Osdel. Van Osdel: Since Ms. Pacheco will be going on vacation and because the Agency does not have any housing staff, Maggie is it, our timing on this thing will be based on when she returns, where, if I could get a housing person to go to work at the Agency. . . 25 McCammack: I thought that was you. Mayor: We have two recommendations. One, you already know what the first one was. The second one was that we reject all bids, well actually, we've already taken action--we denied it, right? So now what we need is a another motion that would say, we've already rejected this one, that we go out to bid again. Is that it? Schnetz: I think: we should wait until the tract map is done. Mayor: OK, are we in a hurry to get this done, Mr. Van Osdel? (A few words spoken which could not be understood). Not anymore. Pacheco: The ouly time constraints we have is that the clock is ticking with regard to the Agency's ownership of the property. By state law, we are not supposed to hold property beyond five years. I think we are in our second year, so I think: we're fine in terms oftiming. Mayor: Alright, so we are fme in terms of timing? Pacheco: In terms of timing, in terms of state law and terms of holding. . . (tape changed) Mayor: Until . . . Schnetz: the tract map is finished . . . Mayor: the tract map is finished. . . Schnetz: and the tentative map is approved. Anderson: The what map is approved? Schnetz: The tentative, it's the tentative tract map. Mayor: the tentative map is finished; and Ms. Pacheco, did you want to say something? Pacheco: No, I was just going to add that we can begin commencing those discussions, not necessarily complete it, but I can understand what Mr. Schnetz is saying, so if we project that the map, the tentative tract map approval will be done in the next 30-45 days, we'll return to you back then. Mayor: OK 26 Pacheco: Mayor: Sabo: Mayor: Sabo: Mayor: Clark: Mayor: Schnetz: Anderson: Mayor: Estrada: Mayor: Estrada: Actually, we'll go back to RDA with the recommendation. Alright. Do I need a motion to that effect, Mr. Sabo? That's just kind of a consensus, based on the action that we took with the last resolution. Well, the last action was to vote for the award for the staff report. I think what should be done is a substitute motion to make some clear direction as to what the criteria will be when it's to be brought back. You said clear direction as to the criteria - I don't think we've decided what that would be. I think when the tract map is concluded. Ms. Clark. Mayor, as I understand Maggie Pacheco, her recommendation was that staff be authorized to proceed with the tentative tract map approval, then once that's done in 30-45 days, then that the Agency go back to the Committee for their recommendation, which will ultimately come forth to the Council. Is that correct? Thank you. That's correct. I will entertain a motion to that effect. So moved. Second. A motion, a second . . . Mayor, . . Yes, Ms. Estrada. Many times, and I understand the process and I understand what we are trying to do here in terms of being fair, etc., but many times we do things that end up, what we are trying to do is positively, ends up negatively, in that when you talk to developers or when you talk to business people about coming and doing business with us, and you ask . . . or they tell you why they won't come; a lot of times it has to do with what happens right up here, even though we're trying to do the right thing, but I think we need to also, always consider the flip side of that. I know it's a done deal here for now, but we really need to be very cognizant of that, because you can't have business people or developers say, you know, I've heard it said before and I think all of you have too--for this reason 27 and that reason and the next reason we don't come and do business in the city. So I think, you know, I'm trying to stay, however if that is at all possible, I weigh out what I do on this Council, but that is something to consider. Mayor: Good point, Ms. Estrada. I would. . . Yes, Ms. McCammack, and then I'll call for the question. McCammack: Thanks, Mayor. I haven't had the history on this Council that Ms. Estrada has, and I do take what she says with a lot of respect and I weighf it heavily; but when something like this comes in front of us and I hear some of the background that one developer has offered $1 million, although terms may have been different, and one offers $875,000, I feel like I have a responsibility to the taxpayer to make sure that we are getting the best bang for our buck. It wasn't that we were trying to be unfair to one developer or fair to another; but I do recollect some of the conversations that Century Crowell had with this Council back in August and September and October of last year. And some of the statements that Mr. Pavelak made are very similar to statements that he is making today about the Arrow Vista property, and those are the recollections that I am having that led me to make the decision that I made today. And it's not to be unfair to one developer, but to make sure that we're doing the right thing by the taxpayer--that was my motivation. Mayor: I will now call for the question. Mr. Arrera and Mr. Robles, thank you very much. I apologize for any inconvenience this may have caused, but thank you. 28