HomeMy WebLinkAboutResolution No. 365RESOLUTION No. 365
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
REDEVELOPMENT AGENCY OF THE CITY OF AZIISA
APPROVING THAT CERTAIN AGREEMENT ENTITLED
"EXCLUSIVE NEGOTIATION AGREEMENT BY AND
BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY
OF AZIISA AND UNITED LAND GRANGE
THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE
CITY OF AZUSA HEREBY RESOLVES AS FOLLOWS:
SECTION 1. The Board of Directors of the Redevelopment
Agency of the City of Azusa does hereby find, determine and
declare that:
A. The City of Azusa and the Redevelopment Agency of the
City of Azusa have adopted a redevelopment plan for the
Central Business District Redevelopment Project Area by
which the City and the Agency seek to redevelop the Project
Area;
B. The Agreement approved by this Resolution is necessary
to effectuate and implement the Redevelopment Plan and to
redevelop the Site and the Project Area in accordance with
the adopted Rules Governing Owner Participation for the
Central Business District Redevelopment Project Area.
SECTION 2. The Board of Directors of the Redevelopment
Agency of the City of Azusa hereby approves that certain
agreement entitled "Exclusive Negotiation Agreement by and
between the Redevelopment Agency of the City of Azusa and United
Land Grange" dated as of June 1, 1987 and hereby authorizes the
Chairman to execute said agreement on behalf of the Agency in
substantially the form as is attached hereto as Exhibit "A".
SECTION 3. The Secretary shall certify the adoption of
this Resolution.
PASSED, APPROVED AND ADOPTED this lst day of June
1987.
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I HEREBY CERTIFY that the foregoing Resolution was duly
adopted by the Board of Directors of the Azusa Redevelopment
Agency of the City of Azusa, at a regular meeting thereof held on
the 1st day of June , 1987.
AYES: BOARD MEMBERS:
NOES: BOARD MEMBERS:
ABSENT: BOARD MEMBERS:
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AVILA, COOK, CRUZ, LATTA, MOSES
NONE
NONE
EXCLUSIVE NEGOTIATION AGREEMENT BETWEEN
THE REDEVELOPMENT AGENCY OF THE CITY OF
AZUSA AND UNITED LAND GRANGE
This Exclusive Negotiating Agreement ("Agreement") is
entered into by and between the Redevelopment Agency of the City
of Azusa, a public body, corporate and politic ("Agency") and
United Land Grange, a California limited partnership
("Developer"), and for the convenience of the parties shall be
dated as of June 1, 1987. In consideration of their mutual
covenants and obligations as set forth herein, the parties hereto
agree as follows:
RECITALS
The parties hereto acknowledge that:
A. The Agency desires to have certain property within the
Azusa Central Business District Redevelopment Project Area
developed in accordance with the Redevelopment Plan for said
project area, which property is specifically described on
Exhibit "A" which is attached hereto and incorporated herein
by reference ("Property");
B. Developer desires to redevelop and or rehabilitate said
Property;
C. This Agreement is an agreement to negotiate only and
nothing contained herein binds either party to enter into a
disposition and development agreement with respect to the
Property;
D. The Agency's power and authority to acquire and
redevelop property derives from the Community Redevelopment
Law (Health & Safety Code Sections 33000, et seq.) and the
Agency must comply with all procedural requirements of the
Community Redevelopment Law in carrying out its
redevelopment activities.
IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:
I [S100] NEGOTIATIONS
A. [S101] Exclusive Negotiations
Agency and Developer hereby agree to negotiate in good faith
a disposition and development agreement for the Property
conditioned upon redevelopment of the Property by Developer.
Agency agrees that it will not negotiate with any other
developer for development of the Property during the term of
this Agreement; provided, however, that nothing in this
Agreement shall preclude the Agency from negotiating with
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the owners and tenants of the Property in accordance with
the rights of said owners and tenants to participate in the
redevelopment of the Property pursuant to applicable law.
B. [S102] Period of Negotiations
The Agency agrees to negotiate with the Developer until
August 31, 1987. If by September 30, 1987, the Developer
has not signed and submitted a disposition and development
agreement to the Agency (together with a deposit, the amount
of which is to be negotiated), then this Negotiation
Agreement shall automatically terminate unless the
negotiation period has been mutually extended by the Agency
and the Developer. The parties hereto may mutually
terminate this Agreement at any time by written agreement.
C. [S103] Deposit
Developer shall post a deposit in the amount of Ten
Thousand Dollars ($10,000) to be held by the Agency during
the term of this Agreement. If the negotiations culminate
in the approval of a disposition and development agreement
for the Property, then the $10,000 deposit shall be refunded
(without interest) to the Developer, or the deposit will be
applied (without credit for interest) to the deposit which
will be required by the disposition and development
agreement for the property. In the event that this
Agreement expires without the execution of a disposition and
development agreement for the Property for any reason other
than Developer's bad faith, the deposit shall be refunded to
the Developer without interest. IN THE EVENT THAT THIS
AGREEMENT EXPIRES WITHOUT THE EXECUTION OF A DISPOSITION AND
DEVELOPMENT AGREEMENT FOR THE PROPERTY DUE TO DEVELOPER'S
BAD FAITH NEGOTIATION, THE AGENCY SHALL HAVE THE RIGHT AND
OPTION TO RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES AND/OR AS
COMPENSATION FOR ITS EXPENSES, TIME AND EFFORT, AND FOR
HAVING KEPT THE PROPERTY OUT OF THE REDEVELOPMENT MARKET
DURING THE PENDENCY OF THIS AGREEMENT. EACH OF THE PARTIES
ACKNOWLEDGES AGREEMENT TO THE FOREGOING PROVISION AND THE
REASONABLENESS THEREOF UNDER THE CIRCUMSTANCES BY SEPARATELY
SIGNING BELOW:
AGENCY:
Chairman
DEVELOPER:
Louis Scalise II
William Billotti Dwayne Dier
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[5200] PROPOSED DEVELOPMENT
A. [S201] Development Concept
The proposed development concept consists of a coordinated
program for revitalizing/restoring a central block of
downtown Azusa. Developer proposes to restore existing
structures owned or to be acquired by Developer in
accordance with architectural plans to be approved by the
Agency. Developer also proposes to rehabilitate the subject
structures to conform to all applicable building, health and
safety codes of the City.
The Agency's proposed role shall be to purchase certain
residential properties fronting on San Gabriel Avenue.
Said properties shall be utilized for parking area and for
specialty retail uses if subsequently conveyed by the Agency
to Developer in accordance with a disposition and
development agreement. Developer shall prepare plans for
the use of said properties.
Agency shall confer with area property owners and merchants.
The Agency shall cooperate with area owners and merchants to
incorporate their properties into a comprehensive
revitalization program. Among possibilities to be discussed
are reciprocal parking easements; facade loans or grants;
rehabilitation loans or grants; parking, landscaping,
business improvement districts.
B. [5202] Developer's Findings, Determinations,
Studies and Reports
The Developer agrees to make periodic written reports
advising the Agency on all matters and all studies being
made. The Developer further agrees to supplement such
written reports with oral progress reports as requested from
time -to -time by the Agency. The Developer shall be
responsible for providing appropriate information concerning
studies for utility capacities, traffic volumes and other
environmental surveys. In the event negotiations do not
result in a disposition and development agreement, the
Developer shall submit to the Agency all findings and
determinations regarding the proposed development, and
copies of all studies and reports made specifically for this
proposed development.
[5300] PLANNING RESPONSIBILITIES
A. [5301] Developer
During the term of this Agreement,
provide the following:
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Developer agrees to
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1. Prepare Site Plans, Elevations, Renderings as
necessary to accurately portray the proposed
revitalization concept. Said plans shall illustrate
proposed parking layout, ingress/egress, landscaping,
lighting and related improvements. Said plans shall
also consider possible inclusion of properties at the
cooperative request of adjoining property owners.
2. Identification of structures owned by Developer
and the proposed uses for those structures upon
rehabilitation.
3. Identification of properties proposed for purchase
by Agency and conveyed to Developer and description of
proposed rehabilitation work. Developer shall also
identify intended tenants for said structures.
4. Description of proposed rehabilitation program for
the structures to achieve conformance with applicable
City codes and requirements.
5. A development pro -forma which includes the
following:
- detailed development costs
pre-tax and after-tax cash flows with line items
for revenues, expenses, net operating income and
debt service
- amount and source of debt and equity financing
- anticipated rents per square foot, sales per
square foot
- expected lease -up period
- evidence of tenant commitments
requested Agency assistance
6. A schedule of performance which includes
construction starting and completion dates.
B. (5302] Agency
During the term of this Agreement, Agency agrees to
provide or undertake the following:
1. Provide all available planning, building,
engineering, design review assistance information.
2. Coordinate with area property owners and merchants
to establish cooperative relationships and to encourage
broader participation.
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3. Contact property owners of properties proposed
for purchase to discuss opportunities for voluntary
sales.
4. If necessary, extend owner participation
opportunities for all applicable property owners and
merchants.
5. Conduct preliminary analysis of utility system
capacities.
IV [5400] PURCHASE PRICE AND/OR OTHER CONSIDERATION
The purchase price and/or other consideration to be paid by
the Developer for Property pursuant to a disposition and
development Agreement shall be established by the Agency
after negotiations with the Developer. The purchase price
and/or other consideration will be based upon such factors
as market conditions, density of development, cost of
development, risks incurred, estimated or actual profit,
estimated or actual sales and/or rental prices of the
facility to be developed, public purpose, and other matters
relevant to establishing the fair value for the use to be
developed.
V [5500] FINANCIAL CAPACITY OF THE DEVELOPER
A. [5501] Financial Statement
As soon as possible after the execution of this Negotiation
Agreement, Developer shall provide Agency with its last
financial statement. Developer shall update such statement
as new information becomes available during the course of
the negotiations.
B. [5502] Full Disclosure and Approval
The Developer shall make full disclosure to the Agency of
all principals, officers, stockholders, partners, joint
venturers, employees and other associates of the Developer,
who are participants or principals in this project.
VI [5600] JOINT RESPONSIBILITIES
A. [5601] California Environmental Ouality Act
The California Environmental quality Act and the Natural
Environmental Policy Act (NEPA) are applicable to the
proposed development. The Developer agrees to supply
information and otherwise assist the Agency as requested to
determine the environmental impacts of the proposed
development.
APPROVED AS TO FORM
Peter M. Thorson, Agency Counsel
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A California limited Partnership,
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Louis Scalise II
By
William Billotti
Dwayne Dier
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AZUSA
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B. [5602) Assistance and Cooperation
The parties shall cooperate fully in providing one another
with appropriate information and assistance.
C. [56033 Public Nearing
If the negotiations hereunder culminate in a disposition and
development agreement, such agreement becomes effective only
if and when such agreement has been considered and approved
by the Agency and the City Council after public hearings in
accordance with applicable law.
VII [5700) REAL ESTATE COMMISSION
The Agency shall not be liable for any real estate
commission or brokerage fees which may arise herefrom. The
Agency represents that it has engaged no broker, agent or
finder in connection with this transaction, and the
Participant agrees to hold the Agency harmless from any
claim by any broker, agent or finder retained by the
Developer.
VIII [5800] ASSIGNMENT
This Agreement shall not be assigned by the Developer
without the prior written consent of the Agency.
VIIII[5900] PRIOR AGREEMENTS
This Agreement supersedes all prior agreements with the
Developer.
IN WITNESS WHEREOF the Agency -and Developer have each
signed this Agreement as of the date first set forth above.
Dat , 1987
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REDEVELOPMENT AGENCY OF THE
CITY OF AZUSA
By zG !-�
Eug e F. idoses, Chairman