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HomeMy WebLinkAboutResolution No. 6620 0 RESOLUTION 662 RESOLUTION OF THE AZUSA REDEVELOPOMENT AGENCY BOARD OF DIRECTORS APPROVING AN EXCLUSIVE NEGOTIATION AGREEMENT BETWEEN THE AGENCY AND TRAMMELL CROW COMPANY FOR CERTAIN PROPERTY LOCATED WITHIN THE CENTRAL BUSINESS DISTRICT REDEVELOPMENT PROJECT AREA WHEREAS, the Agency is authorized by the Community Redevelopment Law and other applicable law to undertake redevelopment projects in order to best accomplish the purposes and goals of the redevelopment plans for various project areas; WHEREAS, The Agency desires to redevelop the property set forth in the agreement as attached in order to best accomplish the goals and purposes of the Redevelopment Plan of the Central Business District Redevelopment Project Area, and the Developer, Trammell Crow Company desires to redevelop said property; NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the Redevelopment Agency of the City of Azusa as follows: SECTION 1. That certain Exclusive Negotiation Agreement by and between the Redevelopment Agency of the City of Azusa and Trammell Crow Company, dated as of November 20, 1989, is hereby approved and the Chairman of the Agency is hereby authorized to sign and execute said Agreement on behalf of the Agency in substantially the form as attached hereto and incorporated herein by reference. SECTION 2. The Secretary shall certify the adoption of this Resolution. APPROVED AND ADOPTED this 4th day of DP(--Pmherl989. Eugeq� F. Moses, Chairman I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Azusa at a regular meeting thereof, held on the gi,hday of December , 1989. AYES: DIRECTORS: AVILA, NARANJO, LATTA, MOSES NAYES: DIRECTORS: NONE ABSENT: DIRECTORS: NONE ABSTAIN: D�IRECTOORRS: S�TEEMRICH Secretary 0 • EXCLUSIVE NEGOTIATION AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AND TRAMMEL CROW COMPANY This Exclusive Negotiation Agreement ("Agreement") is entered into by and between he Redevelopment Agency of the City of Azusa, a public body, corporate and politic ("Agency") and Crow Los Angeles Developm nt, Inc. a Texas corporation ("Developer"), and for the convenience of the parties shall be dated as of December 4, 1989 In consideration of their mutual covenants and obligations as set forth herein, the parties hereto agree as follows: RECITALS The parties hereto ack#adledge A. Tq'e Agen d si,�res to have certain property within the Aa��sa Ce al B siness District Redevelopment Project Aneel� dev5lope n accordance with the Redevelopment Pl�t1 fqqr sai project area, which property is specifi ally described on Exhibit "A" which is attached heeto and incorporated herein by reference ("�roperty"); B. De*eloper desires to develop 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 reqirements of the Community Redevelopment Law in carrying out its redevelopment activities. IT IS HEREBY MUTUALLY AGREED AS FOLLOWS: I. [5101] NEGOTIATIONS A. [5101] Exclusive Negotiations Agency and Developer hereby agree to negotiate diligently and in good faith a disposition and development agreement for the Property conditioned upon 0 0 redevelopment of the Property by Developer. Agency agrees that it will not negotiate with any other entity 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 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. [5102] Period of Negotiations The Agency agrees to negotiate with the Developer until April 1, 1990. If by April 1, 1990, 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. [5103) 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 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 DUE SOLELY TO DEVELOPER'S BAD FAITH NEGOTIATIONS, THE AGENCY SHALL HAVE THE RIGHT AND OPTION TO RETAIN THE $10,000 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 HEREBY AGREES THAT THE AGENCY'S RIGHT TO RETAIN THE $10,000 DEPOSIT SHALL BE THE AGENCY'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT THAT A DISPOSITION AND DEVELOPMENT AGREEMENT IS NOT ENTERED INTO SOLELY DUE TO DEVELOPER'S BAD FAITH NEGOTIATIONS. EACH OF THE PARTIES ACKNOWLEDGES AGREEMENT TO THE FOREGOING PROVISION AND THE REASONABLENESS THEREOF UNDER THESE CIRCUMSTANCES BY SEPARATELY SIGNING BELOW: 2 `J 0 0 CITY OF AZUSA REDEVELOPMENT AGENCY Chairman CROW LOS ANGELES DEVELOPMENT, INC. Authorized Agent II. [5200] PROPOSED DEVELOPMENT A. [5201] Development Concept The proposed development to be negotiated hereunder shall consist of a neighborhood commercial shopping center. Residential uses may be proposed for a residual portion of the site if determined by Agency and Developer to be necessary and appropriate. Nothing herein shall prevent Agency and Developer from discussing land use alternatives to a neighborhood shopping center. B. [5202] Scope and Schedule of Development Developer shall confer with Agency staff then prepare and submit to Agency as reasonably requested: 1. Evidence of any tenant commitments obtained by Developer for the site. 2. A schedule of the estimated construction timeframe and estimated development costs; 3. An estimate of project income and a proforma statement of project return adequate to enable the Agency to evaluate the project's economic feasibility; 4. Evidence of the ability to finance the project; and 5. Such other information as Agency reasonably determines necessary to conduct meaningful negotiations. 3 C. [5203] Developer's Findings, Determinations, Studies and Reports The Developer agrees to make monthly written reports advising the Agency on all material matters and all material 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. 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; provided, however, that Developer shall not be required to submit to the Agency any marketing projections, studies, sales research, architectural work or other similar items which Developer reasonably deems to be of a proprietary nature. D. [5204] Additional Steps and Procedures Both Agency and Developer acknowledge that the following steps and procedures may need to be studied and/or implemented during the negotiations contemplated by this Agreement. 1. Preparation of environmental documentation necessary to comply with the California Environmental Quality Act ("CEQA"). The Agency agrees to use reasonable efforts to satisfy the requirements of CEQA by means of a negative declaration. 2. Consideration of possible zoning changes and general plan amendments necessary to support proposed development. III. [5300] PURCHASE PRICE AND/OR OTHER CONSIDERATION The purchase price and/or other consideration to be paid by the Developer for the Property pursuant to a disposition and development agreement shall be established by the Agency after negotiations with and subject to the agreement of 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. 4 0 0 IV. [5400] FINANCIAL CAPACITY OF DEVELOPER A. [5401] Evidence of Financing Capacity At Agency's request, Developer shall provide Agency with evidence of its capacity to finance the project. Developer shall update such evidence as new information becomes available during the course of the negotiations. B. [5402] Full Disclosure and Approval The Developer shall make full disclosure to the Agency of all employees and other associates of the Developer, who are participants or principals in this project. V. [5500] JOINT RESPONSIBILITIES A. [5501] California Environmental Quality Act The California Environmental Quality Act is applicable to the proposed development. Pursuant to the Act, an Environmental Impact Report was certified for the Second Amendment to the Redevelopment Plan for the Azusa Central Business District Redevelopment Project. The Developer agrees to supply information reasonably available to Developer and otherwise assist the Agency as reasonably requested to determine the environmental impacts of the proposed development. The Developer shall bear the expense of any subsequent environmental impact reports necessitated by the proposed project exceeding the scope of the Environmental Impact Report in effect. B. [5502] Assistance and Cooperation The parties shall cooperate fully in providing one another with appropriate information and assistance. C. [5503] Public Hearing 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. VI. [5600] REAL ESTATE COMMISSION The Agency shall not be liable for any real estate commission or brokerage fees which may arise herefrom. The 5 0 0 Agency represents that it has engaged no broker, agent or finder in connection with this transaction, and the Developer agrees to hold the Agency harmless from any claim by any broker, agent or finder retained by the Developer. VII. [5700] ASSIGNMENT This Agreement shall not be assigned by the Developer without the prior written consent of the Agency, except that Developer shall have the right to assign this Agreement to any partnership in which J. Scott Nesbit is a general partner ("Crow Partnership") or to any partnership in which the Crow Partnership is a General Partner. VIII.[5800] PRIOR AGREEMENTS This Agreement supersedes all prior agreements with the Developer. IN WITNESS WHEREOF the Agency and Developer have each signed this Amended Agreements as of the date first set forth above. CITY OF AZOSA REDEVELOPMENT AGENCY Eugene F. Moses, Chairman ATTEST: Adolph Solis, Secretary APPROVED AS TO FORM: Peter M. Thorson, Agency Counsel CROW LOS ANGELES DEVELOPMENT, INC. a Texas corporation J. Scott Nesbit Vice President 3 Dated: Dated: 1) 508 3 0 7 sHE[T l9, J < /1 LEI- — 00" ` I` j S91H r ST.E L � q r 2045 Po e0Z 'f i0 wll �2 13 ;� IS 6 C _ o esinFia, T�:e .lute.-. g O o c i y m=ec. SHEET/•I w 0 =q a ,eo �n oO l 0 5 sD p N 9 16� n /IO 9f rM �,I 8TH400 R S O ` t' I/J7 R4 F 4 e � ", EIK. 8625 1 ' /_QC _ erllrl GXO U .', Oc,/mJ fl Nr/'PO y),'/Zsnlnoeeoy RY. o 'i �rl5f� < /1 1 i1I c O � q I y a o C /3 g ST 87 o c i y m=ec. Q 176f7r /38,3 'soi O Z ' 10 O 116 Mf soar a ill 7 •8 T 112 iB 90G) dB33 $ FOOTHILL 1 I 2045--8619 Ori RANCHO AZUSA FINALLY CONFIRMED TO HENRY DALTON P 2 _106-107 CODE - - 2045 AZUSA M.R. 15- 93 - 96 8820 SUBDIVISION NO.2 AZUSA LAND AND L 2007 WATER CO. M.R.43 -94 (-FOR THE LEMON TRACT M.B.11 -108 %. 900 PREY. ASSM'T SEE: 8507.1.m♦n EiK 8625 BLVD. g I I w 8919—y--8820 �0 Q F v�? BK 0 6612 All 900 so,ies parcels on this p0gc arc assess "ll ssessell 10 ReAeve'e" en t Agency of the City of Azuso, unless CONDOMINIUM otherwise noted. TRACT NO. 4_2109_ M. B. 1014- 1 - 2 PARCEL MAP P. M.188-25-26 ... �- ..:. h'v.i�...en n.tN:++/wit+�+t.+»wra.l�Wb%4�w:.tui..w+.,.1-wIF�.YtYr:��w.riw•'�iu:w.w ,Y.u.2•: .Jt;.•.. 1 Ei • ASSESSOR'S MAP COUNTY OF LOS ANGELES, CALIF.