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HomeMy WebLinkAboutR29- Economic Development Agency 'CDC/99-7 ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO FROM: Ronald E.Winkler,Director SUBJECT: ARROW VISTA PROPOSAL Development Department DATE: February 5, 1999 Synopsis of Previous Commission/CounciVCommittee Action(s): On August 3, 1998,the Community Development Commission asked staff to develop and circulate a Request for Proposals for the Arrow Vista property and to obtain input from the Northwest Project Area Committee. On January 28, 1999,the Redevelopment Committee recommended approval of the Exclusive Right to Negotiate agreement with Century Crowell Communities by the Community Development Commission. Recommended Motion(s): (Community Development Commission) MOTION: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING A CERTAIN AGREEMENT FOR THE EXCLUSIVE RIGHT TO NEGOTIATE FOR PROPERTY ACQUISITION AND DEVELOPMENT ASSISTANCE BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND CENTURY CROWELL COMMUNITIES,LP Contact Person(s): Gary Van OsdeVR Winkler/J.Hoeger Phone: 5081 Project Area(s) Northwest(NW) Ward(s): Six(6) Supporting Data Attached: ❑O Staff Report®Resolution(s)®Agreement(s)/Contract(s)❑Map(s)❑Letter/Memo FUNDING REQUIREMENTS Amount: $ N/A Source: N/A Budget Authority: N/A SIGNATURE: Gary s e,Executiv vector onald E.\ inkler,Director Eco mic Development gency Development Department Commission/Council Notes: --- ------------—------—--------------------------------------------------------------------------------------------------------------------- . JBH:lag:99-02-15 Arrow Vista Proposal COMMISSION MEETING AGENDA Meeting Date: 02/15/1999 Agenda Item Number: ow CDC/99-7 ECONOMIC DEVELOPMENT AGENCY STAFF REPORT --------------------------------------------------------------------------------------------------------------------- Arrow Vista Proposal The Agency owns 14.68 acres of residential land remaining from the Arrow Vista development of Dukes and Dukes. Improvements in the local economy and lowering interest rates have created the opportunity to develop this property. As directed by the Community Development Commission, staff circulated requests for proposals for the purchase and development of the land. Three responses were obtained. In alphabetical order they were from: A. Century Crowell Communities, LP (Century) B. Garfield Financial Corporation(Garfield) C. So. Calif. Housing Development Corp. (California) All three are experienced developers in this area and all indicate they have the ability to bring private financing to the project. Century is a merger of Century Vintage Homes (John Pavelak) and Crowell/Leventhall Builders (Harry Crowell). Both have been active in the area for more than 20 years. Collectively the principals have built 11,000 housing units and 1,000,000 square feet of commercial and industrial space. Local developments include Whispering Glen and Cimmaron Ranch in San Bernardino and Del Rey at Los Colinas in Rialto. Century is based in the City of San Bernardino. Garfield is a family owned corporation with offices in Montebello. Recent experience includes 9 single-family units in Fontana and a 25-unit project in El Monte. Garfield owns 34 units adjacent to the Arrow Vista property and proposes to include their development in the project. Michael Minasian, President of Garfield, has built 171 housing units and has 8 currently under construction. His development team includes an experienced builder, Wayne Simonian who has been active in Southern California for 30 years (total units were not completely identified but include numerous single-family housing projects in the 1980s and 1990's). California is a 501(c)3 non-profit founded in 1992. It has rehabilitated and manages 2,500 multi- family units. It proposes to contract with INCO Homes for this single-family project. INCO is a well-established builder of affordable single-family houses in the Inland Empire. Ira Norris, who had been a corporate vice president with Kaufinan and Broad for 8 % years and was an independent builder before that, formed INCO in 1976. He and INCO have received numerous awards from the industry. JBH:lag:99-02-15 Arrow Vista Proposal COMMISSION MEETING AGENDA Meeting Date: 02/15/19999 Agenda Item Number: �/ CDC/99-7 Economic Development Agency Staff Report Arrow Vista Proposal February 4, 1999 Page Number-2- --------------------------------------------------------------------------------------------------------------------- RETAIL PRICING A significant difference in pricing is illustrated by the following chart. At any given price level, the Century and Garfield homes are smaller than those of California (SCHCD). The $101,999 California home is 368 square feet PRICE VS. SIZE larger than the $106,990 Century home which is equivalent to adding $140,000 a 15 X 25 room to the house. There are, however, some $130,000 differences in features as discussed �t....t ,t„•t1r. $120,000 in the next section. CENTURY GAREIEID....;: $110,000 This pricing is due partly to $100,000 - -- differences in Agency assistance. California is asking for more $90,000 Agency assistance than Century 1000 1500 P000 and apparently is applying it to reduce the price of the homes. Garfield, however, is asking for even more assistance than California but it does not translate into a lower price. Another way of measuring this same effect is to examine the price per square foot of each builder. Each of the three builders has a model close to 1500 square feet. Based upon those models (and again with some differences in features) the price per square foot for California is $65 per square foot as compared to $78 for Century and Garfield. Producing a cheaper house has the advantage of increasing the pool of potential buyers and reducing the need for mortgage assistance. It may have the disadvantage of lowering the value of neighboring houses. STANDARD AND OPTIONAL FEATURES All three builders are building the same basic single family house. These are detached, single story, slab on grade houses with stucco exteriors and concrete tile roofs on existing 7200 square foot lots. They all contain code-required features such as two car garages, smoke alarms, landscaped front yards, and a variety of street front treatments. Century and Garfield propose 9 different street elevations. California proposes 4 different elevations with two color variations. -------------------------------------------------------------------------------------------------------------------------------------------- JBH:lag:99-02-15 Arrow Vista Proposal COMMISSION MEETING AGENDA Meeting Date: 02/15/19999 Agenda Item Number: Z 7 CDC/99-7 Economic Development Agency Staff Report Arrow Vista Proposal February 4, 1999 Page Number-3- Despite the same basic product there are differences in STANDARD FEATURES standard features. The „ x m9 � following chart summarizes g E a E m s most of these. A "Y" $ N w a U 2 B a indicates that the feature is Prica $ize E @ _ $ standard. A dash indicates Floor Plan (e a O's) (SF) I _ E CENTURY -1 $107 1200 200 3 2 Y LL Y - Y - Y Y Y that the feature is either CENTURY -2 $117 1500 200 3 2 Y Y Y Y Y - - Y Y optional or not offered. One CENTURY -3 $124 1700 200 3 2 Y Y Y Y Y Y Y Y Y distinction is that the Century CENTURY -4 $131 2010 300 4 3 Y Y Y Y Y Y Y Y Y GARFIELD -1 $115 1505 200 4 2 Y Y Y - - Y Y Y - and Garfield homes both have GARFIELD -2 $122 1599 200 4 2 Y Y Y - - Y Y Y - 3-car garages compared 10 2- GARFIELD -3 $128 1909 200 5 2 Y Y Y - - Y Y Y - CALIF -1 $92 1298 - 4 2 1 - I - I - - Y - car garages for California. CALIF-2 $102 1568 - 4 2 - Y Y - - Y - Y - However, the bedroom counts and liven s claimed for NOTE: The total bedroom counts include the "bonus" room for Century a g space Garfield and the "play" room for SCHDC. these houses requires counting the third garage space as a bedroom, thus the "standard" is 2-car garages for all homes. It appears that this "bonus" space is not fully finished in the standard package and that the extra bedroom will require paint, flooring and ceiling finishes to be fully complete. On the other hand, there is some money in the pro formas to provide accommodations to buyers and it is likely that these finishes can be negotiated on an individual basis. A number of options are noted in the development proposals. Fireplaces can be added where they are not standard. Finishes and appliances can be upgraded. Decorator items (mirrored closet doors, etc) can be obtained. In general, Century comes with the most upgrades already included in the standard price(hand finished cabinets, upgraded lighting fixtures,plant shelves, masonry fencing, etc). These details,however, can probably be changed as part of the negotiations of a development agreement. Larger upgrades, such as swimming pools,would remain as optional extras. AGENCY ASSISTANCE Century is asking for the least Agency assistance. Century proposes to pay the Agency$7,000 per lot which totals $434,000 for the 62 lots. The "assistance"takes the form of deferring these payments to the close of the retail escrows. No mention is made of mortgage assistance program payments. --- ---------------------------------------------------------------------------------------------------------------------------- SBH:lag:99-02-15 Arrow Vista Proposal COMMISSION MEETING AGENDA Meeting Date: 02/15/19999 Agenda Item Number: '22Y CDC/99-7 Economic Development Agency Staff Report Arrow Vista Proposal February 4, 1999 Page Number-4- --------------------------------------------------------------------------------------------------------------------- FISCAL IMPACT The fiscal impact of executing the Exclusive Right to Negotiate agreement would be in committing staff time and legal fees towards negotiations of an Disposition and Development Agreement. California is asking for both land and cash contributions. They propose that the Agency convey the land at no cost to the developer. In addition they ask that the City "write down" its fees by $314,000. Assuming the Agency paid the City for this waiver, it would mean a cash cost to the Agency of$314,000 in addition to donating the land. It is phased so that the Agency only donates the existing improved lots for the first 24 units and then pays for the fees along with donating the land for the second 38 units. No direct mention is made of mortgage assistance program payments. Garfield appears to be asking for the greatest level of assistance by asking for$37,500 per unit for the 62 Agency lots plus an additional $37,500 per unit for 34 lots already owned by Garfield (this totals$3,600,000 of assistance). This assistance, however, includes mortgage assistance program payments so that not all of the assistance is directly to the developer. In addition,it imputes value to the Agency owned property so that contributing the land would reduce the cash assistance required. Staff calculates that proposal values the Agency's property at$1,660,000 so that the remaining cash cost of the assistance is $1,930,000. As mentioned this includes some level of mortgage assistance that goes to buyers in the form of soft seconds. In an earlier letter the developer suggested he would need $750,000 in direct assistance for his 34 lots, which is $22,000 per lot. At that rate a$458,000 cash contribution would be needed in addition to the land contribution for the development. In addition,there would be $1,482,000 current cash cost for mortgage assistance which might eventually by recovered through"soft seconds". All of the above are subject to negotiation of a development agreement and mortgage assistance is likely to become a part of any of the above proposals. CURRENT ISSUE The attached 180-day Exclusive right to Negotiate agreement will allow for a period of mutual planning and negotiation of a Disposition and Development Agreement to be brought back to the Council and Commission at an advertised joint public hearing. IBH:lag:99-02-15 Arrow Vista Proposal COMMISSION MEETING AGENDA Meeting Date: 02/15/1999 Agenda Item Number: R2 9 CDC/99-7 Economic Development Agency Staff Report Arrow Vista Proposal February 4, 1999 Page Number-5- --------------------------------------------------------------------------------------------------------------------- NORTHWEST PAC RECOMMENDATION Staff met with the new Northwest PAC officers on Saturday,January 23, 1999. These officers were elected at the preceding PAC meeting and met for the first time on Saturday to review this project. Based upon this review they plan to suggest that the PAC adopt a recommendation during its next meeting (February 8 ) in favor of Century Homes. Staff will have a verbal report on the action taken by the PAC. While discussing the project,the PAC officers pointed out several concerns. First they pointed out, and staff agrees,that it is very important for the surrounding neighborhood to present well to prospective buyers. It will be difficult to attract new residents if the neighborhood looks run down. Also,there are some items in the general area, such as the fence on the west side of California Avenue,that need repair and restoration. Secondly,there were concerns over the risk of creating more vacant housing if 62 houses were built and did not sell. The staff reviewed the probable phasing of construction(starting with no more than 6 to 12 units initially) and some of the expected provisions of the development agreement regarding the time of transfer of the property (simultaneous with building permits for individual phases). STAFF RECOMMENDATION Based upon the above, staff recommends that the Community Development Commission adopt the attached Resolution to authorize the execution of an Exclusive Right to Negotiate Agreement with Century Crowell Communities. onald EAVinkler, Director Development Department ------ ----------------------------------------------------------------------------------------------------------- --------------------- JBH:lag:99-02-15 Arrow Vista Proposal COMMISSION MEETING AGENDA Meeting Date: 02/15/1999 Agenda Item Number: —9,2L RESOLUTION NO. 2 3 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO 4 APPROVING A CERTAIN AGREEMENT FOR THE EXCLUSIVE RIGHT TO NEGOTIATE FOR PROPERTY 5 ACQUISITION AND DEVELOPMENT ASSISTANCE BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY 6 OF SAN BERNARDINO AND CENTURY CROWELL COMMUNITIES, LP 7 8 WHEREAS, the Community Development Commission of the City 9 of San Bernardino (the "Commission") is the governing body of the 10 Redevelopment Agency of the City of San Bernardino (the "Agency") , 11 a public body of the State of California, organized and existing 12 pursuant to the Community Redevelopment Law (Health and Safety Code 13 Section 33000, gL1 aeq• ) ; and 4 15 WHEREAS, the Agency desires to enter into that certain 16 Exclusive Right to Negotiate for Property Acquisition and 17 Redevelopment Assistance (the "Agreement") with Century Crowell 18 Communities, LP, a California limited partnership (the "Developer") 19 for the coordination of mutual planning and consideration of the 20 acquisition, reuse and redevelopment of certain real property 21 presently under the control of the Agency, as more fully described 22 therein (the "Site") ; and 23 24 WHEREAS, the Site is situated in the redevelopment 25 project area of the Northwest Redevelopment Project Area and 26 consists of an assembly of lands including approximately fourteen 27 and sixty eight hundredths (14 . 68) acres; and 28 - 1 - I WHEREAS, the Developer and the Agency believe that 2 consideration of the final logistical details of the disposition of 3 the Site by the Agency to the Developer is necessary and 4 appropriate at this time. 5 6 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION 7 ACTING ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN 8 BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS : 9 10 section 1 . The Agreement with the Developer in the form 11 attached hereto as Exhibit "A" and incorporated herein by this 12 reference is hereby approved. 13 '4 Section 2 . The Executive Director of the Agency is 15 hereby authorized to execute the Agreement on behalf of the Agency 16 in substantially the form attached hereto, together with such 17 changes therein as may be approved by Agency Special Counsel . The 18 Executive Director or such other designated representative of the 19 Agency is further authorized to do any and all things and take any 20 and all actions as may be deemed necessary or advisable to 21 effectuate the purposes of the Agreement. 22 23 24 25 26 ?7 28 - 2 - I RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING A CERTAIN AGREEMENT FOR THE EXCLUSIVE 2 RIGHT TO NEGOTIATE FOR PROPERTY ACQUISITION AND DEVELOPMENT ASSISTANCE BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF 3 SAN BERNARDINO AND CENTURY CROWELL COMMUNITIES, LP 4 5 Section 3 . This Resolution shall take effect upon the 6 date of its adoption. 7 8 I HEREBY CERTIFY that the foregoing Resolution was duly 9 adopted by the Community Development Commission of the City of 10 San Bernardino at a meeting thereof, held on 11 the day of February, 1999, by the following vote, to wit : 12 Commission Members : BYES NAYS ABSTAIN ABSENT 13 ESTRADA LIEN '4 McGINNIS SCHNETZ 15 DEVLIN ANDERSON 16 MILLER 17 18 Secretary 19 The foregoing Resolution is hereby approved this day of 1999 • 20 21 Judith Valles, Chairperson Community Development Commission 22 of the City of San Bernardino 23 Approved �fo form apd e a content: 24 By: Agency Counsel 25 SBEO/0001/DOC/3999 26 2/5/99 1000 Ct �7 28 - 3 - CDC/99-7 EXCLUSIVE RIGHT TO NEGOTIATE FOR PROPERTY ACQUISITION AND REDEVELOPMENT ASSISTANCE BETWEEN CENTURY CROWELL COMMUNITIES, LP AND THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO THIS EXCLUSIVE RIGHT TO NEGOTIATE FOR PROPERTY ACQUISITION AND REDEVELOPMENT ASSISTANCE, is dated as of February 1999 (the "Agreement") and entered into by and between Century Crowell Communities, LP, a California limited partnership (the "Developer") and the Redevelopment Agency of the City of San Bernardino (the "Agency") with respect to the coordination of mutual planning and consideration of the acquisition, reuse and redevelopment of certain real property presently under the control of the Agency (the "Site") , as more fully described below, upon the following terms and conditions : -- RECITALS -- The Site is situated in the redevelopment project area of the Northwest Redevelopment Project Area and consists of an assembly of lands including approximately fourteen and sixty eight hundredths (14 . 68) acres, more or less . The Developer and the Agency believe that consideration of the final logistical details of the disposition of the Site by the Agency to the Developer on the terms outlined in the Agency Staff memorandum dated January 28 , 1999 (the "Agency Staff Memorandum") is necessary and appropriate . 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." THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE AGENCY RELATING TO THE IMPLEMENTATION OF THE REDEVELOPMENT PLAN FOR THE NORTHWEST REDEVELOPMENT PROJECT AND THE COVENANTS AND PROMISES OF THE PARTIES RELATING TO THE SITE AS SET FORTH HEREIN THE DEVELOPER AND THE AGENCY AGREE AS FOLLOWS : 1 . Developer Receipt of Agency Staff Memorandum. The Developer hereby acknowledges its receipt from the Agency Executive Director of the Agency Staff Memorandum, which relate to the general economic terms on which the Developer may hereafter acquire the Site from the Agency. The Developer further acknowledges and agrees that no provision of the Agency Staff Memorandum shall be SBEO/0001/DOC/3447 2/4/99 420 ct 1 Exhibit "A" r /o. ..CDC/99-7 deemed to be an offer by the Agency to convey any interest in the Site to the Developer. Each of the various studies relating to the Site which may be undertaken by the Developer in its discretion with respect to any matter relating to the Agency Staff Memorandum 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 Agreement . The rights and duties of the parties established by this Agreement shall commence within seven (7) calendar days . following the date of approval of the Agreement by the Agency upon the acceptance of this Agreement by the Developer as provided in Paragraph 22, and thereafter this Agreement shall terminate and be of no further force or effect one hundred and eighty (180) days after such 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 by the Developer in accordance with the terms of the Agency Staff Memorandum, the other relevant affordable housing development community redevelopment covenants acceptable to the Agency and such other terms and conditions acceptable to the parties; or (ii) the parties each agree to further 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 on terms which are acceptable to the Agency in its sole and absolute discretion. 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 . Exclusive Right to Negotiate Charge Payable by the Developer to the Agency. a. By a date no later than 4 : 30 p.m. on the seventh (7th) calendar day following the date of approval of this Agreement by the Agency, the Developer shall deliver to the Agency the sum of Ten Thousand Dollars ($10, 000) (the "Exclusive Right to Negotiate Charge") which sum shall upon receipt be the property of SBEO/0001/DOC/3447 2/4/99 420 ct 2. Exhibit "A" CDC/99-7 the Agency. The Agency shall use and apply the Exclusive Right to Negotiate Charge as provided under either Paragraph 3 (b) or Paragraph 3 (c) , below. b. Provided that the draft Site DDA which has been executed by the Developer and submitted to the Agency Executive Director prior to the expiration of the Negotiation Period, and thereafter the Site DDA is accepted and approved by a resolution duly adopted by the Agency, in its sole and absolute discretion, the Exclusive Right to Negotiate Charge shall be applied as a credit purchase price payable by the Developer to the Agency for the acquisition of the Site. c. Provided that the Developer has negotiated diligently and in good faith to carry out its obligations hereunder, and thereafter the Agency may fail to approve the final form of the Site DDA before the end of the Negotiation Period, then in such an event, the Exclusive Right to Negotiate Charge shall be returned by the Agency to Developer promptly following written request from the Developer. d. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO DETERMINE PRIOR TO THE EXECUTION OF THIS AGREEMENT THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY THE AGENCY IF THE DEVELOPER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AFTER THE DATE OF ACCEPTANCE BY THE DEVELOPER. THEREFORE, EXCEPT AS PROVIDED IN PARAGRAPH 3 (c) , UPON THE DATE OF ACCEPTANCE OF THIS AGREEMENT BY THE DEVELOPER, THE AGENCY SHALL BE ENTITLED TO THE REMEDY OF LIQUIDATED DAMAGES IN THE AMOUNT OF TEN THOUSAND DOLLARS ($10, 000) AND UPON PAYMENT OF SUCH SUM TO THE AGENCY, THE DEVELOPER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO THE AGENCY EXCEPT AS TO THE INDEMNITY COVENANTS OF THE DEVELOPER IN FAVOR OF THE AGENCY AS MAY ARISE UNDER PARAGRAPH 7 (b) OF THIS AGREEMENT. Initials of Developer Initials of Agency 4 . The Project. The Developer hereby agrees to take all reasonable actions required or necessary for determining the j 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 Agency Staff Memorandum. It is the responsibility of the Developer during the Negotiation Period to present further refinement of this general description of the SBEO/0001/DOC/3447 2/4/99 420 ct 3 Exhibit "A" CDC/99-7 Project to the Agency for its review and consideration. In this respect the parties each acknowledge that the task of further refinement of the general description of the Project is in the nature of an iterative process which involves a number of different factors . The parties further acknowledge that the completion of this iterative process as it relates to the Site and the Project may require that the parties consider various alternate structures for the payment of the purchase price to the Agency for the Site in order to promote the affordable single family housing budget goals for the Project on terms which are economically feasible and mutually satisfactory to the parties . 5 . Obligations 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 draft Site DDA by a date no later than one hundred eighty (180) days after the approval of this Agreement by the Agency (or such later date which corresponds with an authorized extension of the Negotiation Period under Paragraph 2 (ii) ) , which incorporates the relevant provisions of the Agency Staff Memorandum and such other terms and conditions acceptable to the Developer and the Agency staff (in the sole and absolute discretion of the parties, and which is subject to no conditions or contingencies on the part of the Developer except final approval by the governing board of the Agency and the completion of the customary 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 may, in its discretion, believe are indicated; c. Keep the Agency advised as to the progress of the matters noted above on a regular basis . 6. Agency Not To Negotiate With Others . The Agency acknowledges that it deems the disposition and 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 acquisition, reuse and redevelopment of the Site in a manner which is compatible with the redevelopment objectives of the Redevelopment Plan. SBEO/0001/DOC/3447 2/4/99 420 ct 4 Exhibit "A" CDC/99-7 During the Negotiation Period, the Agency shall not negotiate with any other person or entity for the purpose of considering either the disposition of the Site or considering 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 proposal from third parties to either acquire any interest in the Site (in whole or in part) or from accepting any other development proposal affecting the Site from persons or entities other than the Developer, 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 other persons or entities unrelated to the Developer information in the possession of the Agency relating to the Redevelopment Plan for the Northwest Redevelopment Project, and the implementation of the Redevelopment Plan, shall remain within the sole and exclusive purview of the Agency to administer. The Agency may also provide any other information in its possession which would customarily be furnished to persons requesting information from the Agency concerning its activities, goals, and matters of a similar nature. 7 . Agency 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 which are in the possession or reasonably available to the Agency and provide appropriate comment to the Developer with respect to one or more conceptual development plans as may be proposed by the Developer for the Project and the 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 which SBEO/0001/DOC/3447 2/4/99 420 ct 5 Exhibit "A" CDC/99-7 protect the interests of the Agency in a form approved by the Executive Director. 8 . Neap is ; on of Site DDA. During the Negotiation Period the Agency and Developer shall negotiate diligently and in good faith to prepare and enter into the Site DDA and each of the parties shall exert best efforts to complete discussions relating to the final logistical terms and conditions of a draft Site DDA and such other matters as may be mutually acceptable to the parties for the reuse and redevelopment of the Site and the Project. 9 . Consideration for Agreement and Reservation of Rights . In consideration for the Agency' s entering into this Agreement, the Developer will, on a best efforts and good faith basis, undertake its obligations pursuant to this Agreement. The parties agree that in the event this Agreement may terminate or that the Agency may fail to extend the Negotiation Period or in the event that a Site DDA may not be finally approved by the Agency for any reason, neither party shall be under any further obligation to the other, except as may arise under Paragraph 7 (b) . 10 . Planninc and Design - Related Acknowledaments 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 Agency development and architectural standards and to the objectives and controls established in the Redevelopment Plan. 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 fully cooperate with the Developer' s professional associates in providing information and assistance in connection with the Developer' s preparation of drawings, plans and specifications . 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 acquisition of the Site on the terms designated by the Developer. The parties recognize that such financial disclosures may contain sensitive information relating to other business transactions of the Developer and that the disclosure of such information to third parties could impose commercially unreasonable and/or anticompetitive burdens on the Developer, and correspondingly diminish the value or fiscal benefit which may accrue to the Agency upon the disposition of the Site. Accordingly, the Agency agrees to maintain the confidentiality of SBEO/0001/DOC/3447 2/4/99 420 ct p Exhibit "A" CDC/99-7 any business records described in Government Code Section 6254 . 15 as may be provided by the Developer to the Agency and 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 has first consented to such a disclosure in writing or unless a court of competent jurisdiction has compelled such a disclosure. 12 . Developer Aca ,ires No Tnt-ereat in property— in the Site from the Agency. The Developer hereby acknowledges that it has not acquired, pursuant to this Agreement, any legal or equitable interest in real property or in the Site from the Agency. 13 . Nondiscrimination. The Developer shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site or the Project nor shall the Developer establish or permit any such practice of discrimination or segregation with selection, location, number, use, or occupancy of tenants, lessees, subleases, subtenants, or vendees of the land. 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 fifteen (15) 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 which may claim that a default has occurred shall give written notice of default to the party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice as specified herein. Any failure to delay by a party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a SBEO/0001/DOC/3447 2/4/99 420 ct 7 Exhibit "A" CDC/99-7 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 fifteen (15) 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 TEXT1 . 16. Compliance with Law. The Developer acknowledges that under the Site DDA 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 . 17 . No Assianment Assignment of Agreement . 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 prior written approval of the Agency, which the Agency may grant or refuse at its sole discretion. 18 . Agency Support. The Agency shall cooperate in providing Developer with appropriate information in its possession as it relates to the Site provided that the Agency shall not be obligated to incur any cost or expense therefor. 19 . Reauired 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 arrangement for the disposition of land to the Developer until the terms and conditions of the Site DDA have been 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 a designated Agency representative prior to publication in order to assure accuracy and consistency of the information. SBEO/0001/DOC/3447 2/4/99 420 ct 8 Exhibit "A" CDC/99-7 21 . Notice All notices required hereunder shall be presented in person or by FAX and confirmed by First Class United States mail with return receipt requested. Notice shall be deemed confirmed by United States mail effective the second business day after deposit with the United States postal service. Notice by personal service shall be deemed effective upon receipt. Either party may change their address for receipt of notice by notifying the other party. TO DEVELOPER: Century Crowell Communities, LP 1535 South "D" Street, Suite 200 San Bernardino, California 92408 Attn: John Pavelak, President (909) 381-6007 TO AGENCY: Redevelopment Agency of the City of San Bernardino 201 North "E" Street, Suite 301 San Bernardino, California 92401 Attn: Executive Director (909) 384-5081 22 . Acceptance of Agreement by the Developer. The Developer shall acknowledge its acceptance of this Agreement by delivering the Exclusive Right to Negotiate Charge in cash or available funds to the Agency by no later than 4 : 30 p.m. on the seventh (7th) calendar day following the approval of the Agreement by the Agency, together with two (2) counterpart executed copies of this Agreement siged by an authorized officer of the Developer. 23 . Authority. Each signatory to this Agreement represents and warrants that he or she has the authority to execute this Agreement on behalf of the principal who he or she represents . This Agreement may be executed by the parties in counterpart. SBEO/0001/DOC/3447 2/4/99 420 ct 9 Exhibit "A" CDC/99-7 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the dates indicated next to each of their signatures as appear below. DEVELOPER Date : Century Crowell Communities, LP a California limited partnership By: AGENCY Redevelopment Agency of the City of San Bernardino Date : By: Gary Van Osdel Executive Director APPROV aAS FORM: 1 - 4 •4°1 Ag ncy Special Counsel SBEO/0001/DOC/3447 2/4/99 420 ct 10 Exhibit "A" CDC/99-7 1 COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO 2 3 AGENDA 4 5 February 15, 1999 6 7 Item: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING A CERTAIN 8 AGREEMENT FOR THE EXCLUSIVE RIGHT TO NEGOTIATE FOR PROPERTY ACQUISITION AND DEVELOPMENT ASSISTANCE BY 9 AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND CENTURY CROWELL COMMUNITIES, LP 10 11 Action to be Taken: Adopt Exhibit "A" to Resolution; Adopt Resolution 12 13 14 Certified copy of Resolution and executed Exclusive Right to Negotiate Agreement to be returned to Sabo & Green. 15 16 17 18 19 20 21 22 23 24 �/ 25 26 27 SBEO/0001/DOC/3999 28 C I T Y OF S A N B E R N A R D I N O INTEROFFICE MEMORANDUM CITY CLERK'S OFFICE DATE: February 17, 1999 TO: Barbara Lindseth, EDA, FROM: Josie Alvarez, Clerk III/Liens SUBJECT: Transmittal for signatures to return to City Clerk for filing with Resolution No. CDC/99-7 COPIES: file Attached are the following: Two original Exclusive Right to Negotiate for Property Acquistion to be filed with Res. CEDC/99-7 to be executed by Gary Van Osdel, Executive Director and Century Crowell Communities, PD a California limited partnership. Please obtain signatures on all documents and return one (1) fully executed original to the City Clerk' s office for filing with said resolution. If you have any questions, please do not hesitate to call the undersigned at 5102 . Thank you. Josie Alvarez, Account Clerk III I hereby aqAnowle dge receipt of the above mentioned documents. i DateEr.. ja enclosures