HomeMy WebLinkAboutCIM/Huntington, LLC - aka CIM Group, LLC - 1998-06-15Q
10, #& CITY OF HUNTINGTON BEACH
2000 MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CriY CLERK
ETTER OF TRANSNUTTAL OF ITEM APPROVED BY THE CITY COUNCIL/
REDEVELOPMENT AGENCY OF THE CITY OF HUNTrNGTO-T BEACH
DATE: hex—v? I I c% 17P
TO: el%!L_ (o �o��� LL-l� _ ATTENTION:
Name DEPARnIENT: ?Y'il?L'/DQ.G
street roo
REGARDLNG: X�:e/Isi �✓ 2 ,1� �s:Y�
City, State. Zip dd
Ah% i /�1_tQm�t fJ
See Attached Action Agenda Item / 'V Date of Approval �QF
Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item.
Remarks:
6xxt&- 40
Connie Brockway 4t'y
City Clerk
Attachments: Action Agenda Page
Agreement
Bonds
Insurance
}}�� ,,QQ
CC: "b4ill� ILJ/r'S
RCA
Deed
/
✓
Other
N e
z U�nr
Deparrrn
e%
RCA
Agrcemerr:
Insurance
Other
Name
,Ee .7
Department
RCA
Agreement
Insurance
Other
Name
Department
RCA
Agreement
Insurance
Other
Name
Departmrnt
RCA
Agreement
Insurance
Other
Risk Management Dept.
Insurance
G:Follow uplcoverltr
Received by Name - Company Name - Date
(Telephone: 714536-52Z7)
U
�.J t-1/ �
�l6G3 - Eav
d�,eft,✓- ieC.o�✓.
Council/Agency Meeting Held: D
G'/ (ooD • o
Deferred/Continued to:
11 Approved O Co i:3onalAEApprov d Denied
.b440 Ci lerk's Signature
Council Meeting Date: October 19, 1998
Department ID Number: ED 98-41
XDCl/Lx1..OP"177 i4(pway "D
,q,U 5 ,a move AH&,4d ` SIPITY OF HUNTINGTON BEACH
R1L �r�Ps Rt ovl�cla Tb Ca�vs,
smjnet;r boln6;M REQUEST FOR REDEVELOPMENT AGENCY ACTION
aid an'aenEY srrar�o
2LP&-tr" APn+CAISA�.S J91QB }��Ed�A.
SUBMITTED TO: HONORABLE CHAIRMAN AND REDEVELOPMENT AGENCY
MEMBERS
SUBMITTED BY: RAY SILVER, Executive Director Py f
PREPARED BY: DAVID C. BIGGS, Economic Development Director 0
SUBJECT: Extension of Exclusive Right to Negotiate with CIM Group
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status,
Statement of Issue: The Redevelopment Agency of the City of Huntington Beach entered
into an Exclusive Right to Negotiate (ENA) with CIM Group on .tune 11, 1998 for an 120 day
period, to formulate a Disposition and Development Agreement for the redevelopment of
downtown Blocks 1041105. Due to site development constraints, diverse property ownership,
and parking issues, the Agency and developer are in need of additional time in which to
complete a workable project development scheme. Developer and staff are requesting the
extension of the ENA for 180 days.
Funding Source: None as a result of this action.
Recommended Action: Motion to:
Approve and authorize the Chairman and Agency Clerk to execute an extension to the
Exclusive Right to Negotiate Agreement for an additional 180 days between CIM Group and
the Redevelopment Agency for the development of Blocks 1041105.
Altemat'ive Action(s): Do not approve the extension.
Analysis: On June 15, 1998, the Redevelopment Agency approved the Exclusive Right
to Negotiate between CIM Group and the Redevelopment Agency. The purpose of the
ENA was to provide CIM 120 days to formulate and negotiate a Disposition and
Development Agreement for the redevelopment of Blocks 104 and 105 in the downtown
redevelopment area.
5S.I d t l 130ml
V3'H3V38 N019l1JINnH t
30 Alt0
U8313 Alto
0 3,11303?
REQUEST'FOR REDEVELOPMENT AGEACY ACTION
MEETING DATE: October '19, 1998
DEPARTMENT ID NUMBER: ED 98-41
Staff has been working with the CIM Group the past few months in order to formulate a
development scheme that could complement existing developments in the downtown area,
as well as enhance the overall downtown/beach environment. Staff and the developer have
been working diligently on a weekly basis to define the mix of uses which would accomplish
this in the most economically viable manner.
During this initial 120 period we have been able to accomplish a number of important items:
1. A framework for the ultimate financial transaction has been developed;
2. A strategy to provide sufficient on -site parking within the context of the Downtown
Parking Master Plan has been identified;
3. While an environmental initial study has not yet been completed, a process for the
appropriate level of environmental review has been identified;
4. CIM/Federal have made offers to purchase the remaining property required and met
with the property owners, though no agreements have been reached.
It is requested that an extension of an additional six months be granted to resolve many of
the design and planning issues associated with the development of this site. At the end of
this period we will be ready to move forward with the public hearing process on a proposed
Disposition and Development Agreement and the initial elements of the entitlement process
including the appropriate level of environmental review.
This remains the best opportunity to develop an exciting mixed -use project with the retail,
restaurant, and hospitality uses needed to achieve our goals for the Downtown core. As
such, additional time to allow for the further evolution of the project's design and financial
terms is warranted in order to achieve these goals.
Environmental Status: NIA
Attachmentisi:
RCA Author. BiggstDuran at extensions 590911S29.
ENAEXTEN.DOC 4- 10/09/98 8:28 AM
Q
Exclusive Right to Negotiate Agreement Extension
ATTACHMENT #1
V
U
FIRST EXTENSION TO
EXCLUSIVE NEGOTIATION AGREEMENT
Between the Redevelopment Agency of the
City of Huntington Beach and
CIM Group, LLC
for a Development within the
Huntington Beach Redevelopment Project
(Blocks 104 and 105)
This First Extension To Exclusive Negotiation Agreement is entered into this 19th day of
October 1998, by and between the Huntington Beach Redevelopment Agency (hereinafter
referred to as "Agency") and CIM Group, a California Limited Liability Corporation (hereinafter
referred to as "Developer").
WHEREAS, in furtherance of the objectives of the Community Redevelopment Law of
the State of California (Health and Safety Code Section 33000, et sq.), the Agency and
Developer enter into an Exclusive Negotiation Agreement, dated June 15, 1998 (the "ENA') to
redevelop a portion of the two block area bounded by Main and Sixth Streets, and PCH and
Walnut Avenues, known as Blocks 104 and 105 (the "Site'); and
The ENA allowed for a 120 day period for the parties to negotiate a Disposition and
Development Agreement ("DDA") for the purpose of redeveloping the Site, subject to the
Agency extending the negotiation period; and
The Agency recognizes and acknowledges that a six month extension of time of the
tggq
ENA, through April 19,118, is reasonable, because 1) Developer is still negotiating the
purchase of several properties within the Site; and 2) the design concepts for Site redevelopment
will have to be further developed and conceptualized due to financial, parking, view, and scale
issues of the proposed project;
Sr/s: 98AgrceTICRIDOC
RlS 9"50
M
U
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. EXTENSION
A. The Agency hereby grants to Developer, and Developer hereby accepts
this First Extension to the Exclusive Negotiation Agreement for a period of six months;
consequently, inclusive of this extension of time, the ENA drill terminate on April 19,
14QR
14)99. Agency shall not unreasonably withhold approving a further extension of the
ENA, if necessary, to permit the processing of environmental documentation for the
project and provided that the parties are making substantial progress in negotiating a
proposed DDA.
B. During this extension, the Agency and the Developer shall negotiate in
conformance with the revised Schedule of Performance for the ENA, attached hereto and
incorporated herein as Exhibit B, which revised Schedule replaces the Schedule attached
to the ENA.
2
SF/s: 98Agra:PSER2.D0C
RLS 9"50
V
U
2. ENTIRETY
Except for this extension of the ENA, and the revised Exhibit "B" attached hereto, all the
terms of the ENA between the parties, shall remain the same.
r
The parties hereto have executed this agreement on the date and year first written above.
C1M GROUP, LLC, REDEVELOPMENT AGENCY OF THE
a California limited liability company CITY OF HUNTINGTON BEACH, a
California public body
By: Its Manager,
ORCHARD CAPITAL CORPORATION,
a California corporation
By (02n��
Richard S. Ressler
President
October 19,1998
By.
Richard S. Ressler
SOcF=y C- F.0.
October 19,1999
ORCHARD CAPITAL CORPORATION
REVIEWED AND APPROVED:
ExecZive Director
3
SF/s: 98Agrce:P1EK2.D0C
RLS 98-650
iairman
ATTEST:
Agency Clerk-.-. !o/atl4p
APPROVED AS TO FORM: ' .
For Agency Counsel
1
INITIATED AND APPROVED:
Director of Economic Development
V
Exhibit B
Schedule of Performance During this ENA
Within 15 days following the effective date of
the ENA.
January 4, 1999
February 15, 1999
April 19, 1999
4
SFIs: 98Agmc PISRIDOC
RLS 98-650
Agency will transmit to the Developer for the
Developer's review and comment:
a) A list and anticipated schedule of
expenditures by the Agency which may
be reimbursed by the Developer's
deposit, as set forth in Section 4.A.2.
b) A projected budget and schedule of
expenditures which may be required to
complete planning, traffic, parking and
environmental fundings as described in
Section 4.11.
Completed by the Agency in August 1998.
Developer shall prepare and submit to Agency
a more detailed development plan identifying
the scale and scope of development. This
development plan shall be submitted to and
comply with the standards imposed by the City
Planning Department for Environmental
Review. Developer shall cooperate with City
Planning Department to ascertain the need for
zoning and General Plan amendments, if any.
Developer shall complete and submit to
Agency a business plan and proforma
identifying its proposed building schedule,
detailed cost estimates for development and
operation of the Site, sales price and absorption
projections, and evidence of its sources of
funds.
Agency will transmit the draft DDA to
Developer for its review and comment.
Developer shall submit an executed proposed
DDA to Agency by the end of the ENA period.
Lid li
RCA ROUTING SHEET
INITIATING DEPARTMENT:
Economic Development
SUBJECT:
Extension of ENA with CIM Group
COUNCIL MEETING DATE:
October 19, 1998
Ordinance (w/exhibits & legislative draft if applicable)
Not ApLficable
Resolution (w/exhibits & legislative draft if a2plicable)
Not Applicable
Tract Map, Location Map_andlor other Exhibits
Not Appricable
Contract/Agreement (w/exhibits if applicable)
(Signed in full b E the City A ttorny)
Attached
Subleases, Third Party Agreements, etc.
(Aaroved as to form PX at Attomey)
Not Applicable
Certificates of Insurance LApproved PZ the Cif y Attomg)
Not ApClicable
Financial Impact Statement (Unbudget, over $5,000)
Not Applicable
Bonds if apRlicable)
Not Applicable
Staff Report if applicable)
Not Applicable
Commission, Board or Committee Report If applicable)
Not Applicable
Findings/Conditions for Approval and/or Denial
Not Applicable
EXPLANATION FOR MISSING ATTACHMENTS
EXPLANATION FOR RETURN OF: ITEM,%...:
Author. Biggs/Duran
i
OCT-20-98 06:17 AM 8 8 ASSOCIATES
Q
7143746717
V
P.02
October 19, 1998
Honorable Chairwoman and Redevelopment Agency Members
City of Huntington Beach
2000 Main Street
Huntingtion Beach, CA 92648
Subject: Extension of Exrlustve Right to Negotiate with CIM Group
(Agenda Item F-3)
Dear Chairwoman Detioff and Agency Members:
On'behalf of Block 104 Main Street property owners Mr. Gary Mulligan (117 Main
Street), Mr. George Draper (121 Main Street) and Mr. & Mrs. Ron Mase (123 Main
Street) it is respectfully requested that the Redevelopment Agency deny the
recommended 180day extension of the CIM ENA.
We believe the subject action should be denied for the following reasons:
1. CIM has not demonstrated the ability to perform over the original 120 day
ENA.
2. After stating It was desirous to work with any and all of the existing
property owners CIM has not made a credible effort to work with the
Block 104 property owners:
a. CINI had only one (1) meeting with said property owners in mid June
of this year and have not even had the professional courtesy to return
several follow-up phone calls.
b. C1MFederal have not made any legally binding offers to purchase
property from the above described o-Amers.
3. CIMFederal has not closed escrow on the Mr. Frank Alfonso (119 Main
Street) property that they entered into escrow for more than one year ago
to qualify to respond to the "Request for Owner Participant Development
Qualifications" issued by the Agency in August of 1997.
TER'vAT1VE AGENCY ACTION
Should the Redevelopment Agency decide to approve the subject action, we are
requesting that the Agency amend the action to allow for CIM to exclusively negotiate
for all properties within Block 104 & 105 with the exception of those located on Main
Street. These property owners have proceeded as promised and have filed for a
Conditional Use Permit that if approved conforms to all Downtown Specific plan code
requirements and would allow for the development of these properties in first quarter of
1999. This requested amendment would not deny CIM from having the opportunity to
a
OCT-20-99 06:18 AM B B ASSOCIATES 7143746717 P.03
negotiate (only the exclusivity) with the Agency or perform as they have planned over
the next 180 days, Yet, it removes another 180 days of additional "cloud" that currently
hangs over the existing property o%mers. This would allow the Main Street owners at a
minimum the possibility to negotiate at some point with the Agency over the next 180
days.
Further, we believe it would be a matter of fair and due diligence for the Agency to
require CIM/Federal to present to the Agency for public review, updated documentation
demonstrating their current financial ability to perform. How will they provide the
necessary capital to finance the proposed project given the current lack of funding from
Wall Street for REIT's? It would also be encouraging to see strong letters of interest
from the proposed tenants (e.g. Large Book Store and Specialty Market) stating they
would locate within the proposed project with only subterranean parking on -site.
We thank you in advance for your consideration of our request(s). We also thank David
Biggs and his staff for their always kind and professional assistance. if the Agency or
staff have any questions, please do not hesitate to contact me at (714) 960-7286.
Sincerely,
Keith B. Bohr
Property Owner Representative
Xc: Ray Silver, Executive Director
David Biggs, Director of Economic Development
10-19-99 12:19PM FRO1f III
TO CITY CLEF
.E
u
P01/01
October I7,1998
GRAND PACIFIC Rb0RTS
Mayor Shirley Dettloff'
and Councilmenibcrs
CITY OF HUN INGTON BEACH
2000 Main Street
Huntington Beach, CA 92648
Dear Mayor Detloff and Couneilmembers:
cnfl+ -fi
o
n
We have recently learned that CIM is In the process of requesting a six-month extension for their
Exclusive Negotiating Agreement for Blocks 104 and 105 with the Redevelopment Agency of
Huntington Beach.
The purpose of this letter is to inform you that our Company, Grand Pacific Resorts, Inc., is still
interested in pursuing a high -end hospitality timeshare project on this site, should that be
acceptable to the City.
Additionally, based on the analysis presented by David Biggs on April 6, 1998 at the Public
Hearing, the combination of our project's revenues, along with the Block 105's current and
redeveloped revenues, would produce more revenue to the City Redevelopment Agency than
would the proposal for CIM's development. While we arc well aware of the Council/Agency
enthusiasm for the exciting high -end retail/restaurant uses described in CIM's prior proposals,
the financial viability of these commercial uses should be closely scrutinized. We look forward
to any opportunity to revisit the timesharetretail concepts we have discussed with your staff
previously.
Very truly yours,
RAND PACIFIC SOR S, INC.
mothy J. Stri
Cc -President
TJS/cj
cc: John Erskine
1Y111k V(4W 0 CAKI NHAU CA 02018 ♦ '1111ar X x t ON-411-11--iM ♦ I-H N.N1 I t,!<L-J iF4930
RECEIVED FROM rxL�.�i
AND MADE A PART OF THE CO D E
COUNCIL MEErING OF
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY, CITY CLERK
Extension of Exclusive Right
to Negotiate with CIM Group
S
B1bCks`'f O41106 n:
Exc_ Iusive.Right to Negotiate
■ CIM Grouffederal selected for
-negotfatfons of a Disposition and
Development Agreement.
In Visitor -serving project with retail,
restaurant, entertainment, and
. hospitality uses.
r Exclusive Right to Negotiate..
f _•� }� s*`(ENA�'}:r:�, :3Y fir T
.. ■ ENA was entered Mta an June 1.91
i' x ENA was for 120•day
1
` 120-Dad Accorriplishments" y _
i a A framework for the ultimate financial
-transaction has been developed.'
w A strategy to provide sufficient o_nsite
_ parking within the context of the
= Downtown Parking Master Plan has
been identified.
120-Day.Accomppsiiments" ;
i A process for the appropriate..
environment al review has been -
Identified.
a ClMlpederal have met with and '
made proposals to purchase private
• properties. s
see. s .s
- Adtllbcinaf Timels: Needed f"
■ To tesohre s,lte development, diverse', ' r
property ownership and parking!
service Issues.
L.; 0 Agency and Developer to formulate s';A r
%workable project scheme.
i tacten '1 'n of 180 days 6 being '
requested.
2
f' :Add_ Itiona(Time* did z.
w At the end of the extension period, , `• r
' ':.-public hearings on a proposed '
Mposftlon and Development
' Agreement will be held. ,
sae. i'
I
L
Council/Agency Meeting Held:
to:
�D/eferredlContinued
qd App� ved (3 Conditionally Approved D Denied
,a
� f.City Clerlc'S Signature
Council Meeting Date: June 15, 1998
Department ID Number. ED 98-16
CITY OF HUNTINGTON BEACH
REQUEST FOR REDEVELOPMENT AGENCY ACTION
SUBMITTED TO: HONORABLE CHAIRMAN AND REDEVELOPMENT AGEN& �C,�
vi
MEMBERS �� '
�arf
SUBMITTED BY: RAY SILVER, Executive Director 02R,J D �-�►
:L
PREPARED BY: DAVID. C. BIGGS, Director of Economic Developme LJ
$1'C:) Y
SUBJECT: Exclusive Negotiation Agreement for Blocks 104 & 105
Statement of Issue, funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachrnent(s)
Statement of Issue: The terms under which the CIM Group and staff will negotiate a
Disposition and Development Agreement for Blocks 104 and 105 have been resolved and set
forth in the attached Exclusive Negotiation Agreement. Approval of this agreement will allow
staff and the developer to begin discussions as to the terms and conditions under which
development will take place.
Funding Source: None as a result of this action.
Recommended Action: Motion to:
Approve and authorize the Chairman and the Agency Clerk to execute an Exclusive
Negotiation Agreement for between CIM Group and the Redevelopment Agency for Blocks
104 and 105.
Alternative Action(J:
1) Do not approve the Exclusive Negotiation Agreement in its existing form and direct staff
to revise this agreement.
Analysis: On April 6, 1998, after reviewing the responses to the Request for Proposal for
Blocks 104 and 105, the Redevelopment Agency Board directed staff to prepare a 120 day
Exclusive Negotiation Agreement between the Redevelopment Agency and CIM Group.
Under the terms of the agreement, the staff and CIM Group will have 120 days from the
signing of the agreement to negotiate a Disposition and Development Agreement for the
development of the subject site.
REQUESYFOR REDEVELOPMENT AGEfJCY ACTION
MEETING DATE: June 15, 1998
DEPARTMENT ID NUMBER: ED 98-16
Upon approval of the Exclusive Negotiation Agreement by the Agency, CIM will deposit
$40,000 with the Agency. Twenty-five thousand dollars ($25,000) may be used by the
Agency at its discretion to pay for consultants and studies needed to negotiate the
Disposition and Development Agreement. After the ninetieth (90) day from the signing of the
Agreement, the remaining fifteen thousand dollars ($15,000) will become a non-refundable
payment to the Agency in consideration of the Agency negotiating with the developer.
Environmental Status: NIA
Attachment{sl:
RCA Author. D. Biggs x59Q9
104105.DOC -2- 06110t98 7:53 AM
Exclusive Negotiation Agreement
ATTACHMENT #I-
U
EXCLUSIVE NEGOTIATION AGREEMENT
Between the Redevelopment Agency of the
City of Huntington Beach and
CIM Group, LLC
for a Development within the
Huntington Beach Redevelopment Project
(Blocks 104 and 105)
This Exclusive Negotiation Agreement (ENA) is entered into this 15th day of
,7= - 1998, by and between the Huntington Beach Redevelopment Agency (hereinafter
referred to as "Agency") and CIM Group, a California Limited Liability Corporation (hereinafter
referred to as "Developer').
WHEREAS, in furtherance of the objectives of the Community Redevelopment Law of
the State of California (Health and Safety Code Section 33000, et se .), the Agency desires to
redevelop a portion of the two block area bounded by Main and Sixth Streets, and PCH and
Walnut Avenues, known as Blocks 104 and 105; and
Blocks 104 and 105 are located within the Huntington Beach Redevelopment Project
(that portion of the Project formerly known as the Main -Pier Redevelopment Project Area); and
That portion of Blocks 104 and 105 shown on the map attached hereto as Exhibit "A"
and incorporated herein by this reference are hereinafter referred to as the "Site;" and
The parties desire to negotiate a Disposition and Development Agreement ("DDA") for
the purpose of redeveloping the Site; and
The parties recognize and acknowledge that the purpose of this Agreement is to seek to
negotiate the terms of a DDA which will include without limitation, the economics of the
sr/s:1 MAgmeTiermain
RL5 98-0061
516198 - NS
IN
IN
development, and the other terms of a DDA toward the disposition and redevelopment of the
Site.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. GENERAL
The purpose of this ENA is to provide for the negotiation of a Disposition and
Development Agreement (DDA) providing for, among other things, the following:
A. The sale by the Agency to Developer of those properties currently owned, or to be
acquired, by the Agency within the Site.
B. The coordination of the design and construction of the development including off -
site improvements, in order to maximize its compatibility with the abutting
commercial uses and to minimize traffic and other impacts on the adjacent uses.
C. Such other provisions regarding tax increment financing, participation (profit-
sharing), and responsibilities of the Developer and the responsibilities of the
Agency to further the purpose of causing the Site to be developed, as well a
provisions for processing the approvals and permits.
2. S1TE
The location and approximate boundaries of the Site are those portions of Blocks 104 and
105 as illustrated on the Site Map attached hereto as Exhibit A and incorporated herein.
3. DEVELOPER
Developer is CIM Group, LLC, a California Limited Liability Corporation.
Sr/s: MAgrecTiermain
RLS 98-0061
5/6/98 - #8
Q V
4. EXCLUSIVE RIGHT TO NEGOTIATE
The Agency hereby grants to Developer, and Developer hereby accepts this Exclusive
Negotiation Agreement for a period of one hundred twenty (120) days, commencing on the date
signed by the Agency, and continuing in full force and effect until expiration or earlier
termination. Agency shall not unreasonably withhold approving an extension of such 120-day
period, if necessary, to permit the processing of environmental documentation for the project and
provided that the parties are making substantial progress in negotiating a proposed DDA. Daring
the term of this Agreement, Agency shall not negotiate for the development of the Site with
parties other than Developer, nor shall the Agency approve or conduct a public hearing for any
other purpose for the development of the Site other than consistent '" ith this ENA and
Developer's development of the Site. During the term of this ENA, Developer agrees as partial
consideration for this ENA not to negotiate with any other party at any other property for uses
similar to those contemplated for the Site.
The Agency and Developer hereby agree to the following terms:
A. Concurrent with execution and delivery of this ENA by Developer to the Agency,
Developer shall pay a negotiating fee in the amount of $40,000 to the Agency to
compensate the Agency for holding the Site off the market and for the Agency's
costs of preparing the DDA. Agency shall retain these funds in a separate interest
bearing account. Said fee and any earned interest shall be applied by the Agency
in the following manner:
3
SFIs: MAgree:Piermain
RIS 9"061
516M -#8
1. After the 90th day following the effective date of this ENA, Fifteen
Thousand Dollars ($15,000) shall be non-refundable compensation for
holding the Site off the market. If the parties fail to reach agreement in
negotiating a DDA, the Agency shall retain this fee and accrued interest, if
any, as compensation to it for negotiating exclusively with Developer.
Notwithstanding this provision, in the event that a DDA is negotiated and
approved, Agency hereby agrees to apply this portion of the negotiating
fee and accrued interest, if any, towards the good faith deposit that
Developer may be required to provide to Agency through the DDA, which
will be returned to Developer upon filing of a Certificate of Completion by
Agency pursuant to the terms of the DDA.
2. Twenty -Five Thousand Dollars ($25,000) shall be applied towards the
Agency's costs of negotiating a DDA. Said funds shall be applied towards
all related Agency out-of-pocket consultant costs for the development of
the Site, other than the costs of the Planning, Traffic and other Consultants
whose expenses shall be reimbursed pursuant to Paragraph 4.H of this
Agreement. Within 15 days after the effective date of this ENA, Agency
will provide Developer a list of anticipated expenditures from the fee for
Developer's advise and comments. Agency shall maintain adequate
records to document the expenditures charged to this account. If this ENA
is terminated, regardless of cause, or if no DDA for the development of the
Site is approved and executed between Agency and Developer, all funds
4
SF/s:PMAgrec Pimnain
RLS 9M61
5/6/98 - 99
V
A
remaining of the original $25,000, plus interest accrued on the remaining
principal in this account shall be returned to Developer by Agency within
thirty (30) days of the official termination by Agency.
3. Agency shall not require a negotiating fee in addition to the $40,000
referred to above for extending the 120-day term of this ENA.
B. The Agency reserves the right, during the term of the ENA, to request additional
information and data from Developer necessary for review and evaluation of the
proposed development. Developer agrees to provide such additional information
or data as requested in a timely manner. All information regarding the
Developer's business practice which may be provided to the Agency, shall remain
confidential to the extent permissible by law.
C. During the effective period of the ENA, Developer and its agents shall have the
right (at the sole cost and risk of Developer and subject to execution of a License
Agreement approved by the Executive Director of the Agency and the provision
of a Certificate of Insurance in a form satisfactory to Agency counsel), to enter the
Site to conduct any and all test and studies necessary for Developer to determine
the suitability of the Site for the intended use.
D. The Agency and the Developer shall negotiate in conformance "ith the Schedule
of Performance for the ENA period, attached hereto and incorporated herein as
Exhibit B.
E. Nothing herein shall obligate or be deemed to obligate the Agency to approve or
execute a DDA or sell the Site to Developer, it being understood and agreed that
5
S r'!s: PCD: A grm Picrma i n
RIS 98-0061
SI6/98 - N8
the Agency cannot be obligated to approve or execute a DDA or convey the Site
to Developer unless and until a DDA satisfactory to the Agency is first negotiated,
executed by Developer, approved by the Agency and the City Council of the City
of funtington Beach in their sole discretion after noticed public hearing in the
manner required by law and executed by the Agency. Developer acknowledges
and agrees that the City of Huntington Beach is not a party to this Agreement.
F. Developer acknowledges receipt of all Agency held environmental site
assessment reports regarding the collection and analysis of property use data for
hazardous materials related conditions and any Soils Sampling Activities Report
for the Site. The list of said reports is attached as Exhibit C.
G. If the DDA contemplated by this Agreement is timely executed by Developer and
delivered to the Agency by the expiration date of this Agreement, this ENA shall,
without payment of any additional negotiating fees, be further extended for forty-
five (45) days from the date of such submission for the purpose of enabling the
Agency and City Council of the City of Huntington Beach to publish notices,
make documents available for public review, hold public hearings, consider
statutorily required findings and consider all other discretionary or legally
required actions necessary or appropriate to decide whether or not to approve the
DDA. If the Agency has not executed the DDA by such 45th day, this ENA shall
automatically terminate without further notice unless the 45-day period has been
extended by prior written agreement of the Agency and Developer.
0
Srls: PCD:Agrce:Picrmain
RLS 98.0061
516198 - #8
M
H. As set forth in the Schedule of Performance (Exhibit B), the City shall engage the
services of planning, traffic and other consultants to enable the City to comply
vrith the requirements of the City Zoning and Subdivision Ordinance, and the
California Environmental Quality Act (including, causing any required
environmental impact report, negative declaration, or mitigated negative
declaration to be prepared and issued) in connections with the Site and the
development of the Site. Agency will prepare for discussion and Developer's
comments as anticipated budget and schedules of expenditures for the scope of
work described herein. Developer shall enter into a reimbursement agreement
with the City providing for reimbursement of one hundred percent (100%) of the
cost of all the consultants engaged by the City, including the cost of a parking
demand and traffic and noise study. The City shall be responsible for having said
study prepared concurrent with the term of this ENA. Developer shall cooperate
fully and in a timely manner for requests for information from City's planning,
traffic and other consultants. In the event that any of Developer's obligations
under this ENA are terminated, Developer shall not be liable for any costs
described in this Paragraph 4.11, and incurred subsequently to any such
termination.
I. Developer understands that the Agency is entering into this ENA based on the
prior experience and qualification of Developer. Therefore, Developer shall not
assign, sell or otherwise transfer its rights under the ENA, without the prior
written approval of the Agency at its sole discretion.
7
Sr/stMAgm:Piermain
RLS 9"061
5/6/98.98
U
k. j
J. It is the understanding and intent of the Agency and the Developer that the City
shall have no contractual obligations or other liabilities whatsoever pursuant to
this ENA or otherwise related to the proposed project or the Developer.
Except with respect to the Agency's obligation pursuant to Paragraph 4.A.2, the
Developer agrees to and hereby does release and discharge the Agency, the City
and each of the officers, agents and employees, from any and all liability, claims,
judgments, and damages, which are or may be suffered by the Developer,
(hereinafter collectively "damages') for any negligent act or negligent omission
on the part of the Agency, the City and each of their officers, agents and
employees that might result from performance or nonperformance Under this
ENA, or otherwise; provided however that the Agency is not hereby released and
discharged from the nonperformance of its obligations under this ENA.
Developer agrees and understands that all expenses and costs of Developer arising
from this ENA or from the performance of Developer's obligations hereunder
shall be the sole responsibility of Developer, with no reimbursement from Agency
of any kind whatsoever.
The Developer agrees to and hereby does defend, hold harmless and indemnify
the Agency, the City and each of their officers, agents and employees from
damages arising from Developer's acts or omissions.
8
S F/s:PCQ:Agrcc: Picrmain
RLS 9M061
5/6198 - M8
u
In the event that the Agency fails to perform any obligation herein, or in the event
the Developer reasonably believes the Agency is not negotiating diligently and in
good faith, the Developer shall provide written notice of same to the Agency who
then shall have ten (10) days %%ithin which to respond to the notice.
In the event that the Developer fails to perform any obligation herein, or in the
event the Agency reasonably believes the Developer is not negotiating diligently
and in good faith, the Agency shall provide written notice of same to the
Developer who then shall have ten (10) days within which to respond to the
notice.
In the event Developer defaults relative to any applicable terms of this ENA, as
determined by the Agency, the Agency shall provide written notice of such
default to the Developer which then shall have ten (10) business days within
which to cure such default and, failing to complete cure by the Developer, the
Agency shall have the right to draw down on the negotiating fee as liquidated
damages for Developer's default and to terminate this Agreement.
K. The Agency shall not be liable for any costs associated with the planning
and development of the Site, and shall not be liable for any real estate commission
or brokerage fees which may arise from this ENA or from Developer's efforts to
acquire this Site.
9
SHO'CD:AgmeTiennain
RL.S 9"051
5/6198 - #8
�j V
5. TERMS TO BE NEGOTIATED
The Agency and Developer shall meet regularly with each other in order to negotiate a
proposed DDA to include, without limitations, the following provision:
A. A single plan that is functional, aesthetic, and minimizes conflicts with, and is
sensitive to adjoining and adjacent properties. Architectural and site design issues
to be resolved shall include but not be limited to acceptable architectural and
landscape architectural duality, the initial size and maturity of plantings,
recreational/open space areas, access and circulation determination of parcel
boundaries, on and off -site improvements, site perimeter treatment, landscaped
buffers, parking, signage, lighting, and easements, if applicable.
B. The manner in which the edges of the development are designed to maximize
compatibility with the abutting and adjacent uses.
C. The purchase price reflective of fair reuse value to be paid, if any, by Developer
to the Agency for the Site.
D. Agency assistance to be provided in the timely processing and approval of project
entitlements, building permits, and the timing and conditions precedent for the
conveyance of the Site or portions thereof.
E. A clear delineation of the legal entities constituting the Developer and their
respective roles, economic interests, financial commitments, and responsibilities
in the planning and development and operation/maintenance of the Site.
F. The performance guarantees, amount of liquidated damages, and good faith
deposit to be required. The proposed DDA shall require that Developer provide a
10
Sr/s: MAgree:Picrrnain
RLS 98-0061
5/6198 - 98
V
substantial good faith deposit in an amount to be negotiated, and in form and
substance satisfactory to the Agency, which the Agency shall then have the right
to retain as its property in the event the Developer defaults in the performance of
any of its obligations under the DDA. Such deposit shall be returned to
Developer upon the completion of the Project as evidenced by a Certificate of
Completion issued by the Agency.
G. A Schedule of Performance encompassing appropriate and necessary legal,
administrative, financial, and construction milestones to be met by the appropriate
Pay
11. During the ENA period, Developer shall submit to the Agency evidence
satisfactory of the Agency demonstrating that Developer can obtain the necessary
debt and equity financing in an amount sufficient to pay for acquisition,
development and initial operation of the project.
The responsible party to prepare a subdivision tract map subdividing the
Site into parcels as appropriate and necessary.
The responsible party for all costs associated with the removal of any
potential hazardous materials from the Site and demolition of all improvements on
the Site.
K. Ownership of all plans, drawings and specifications prepared by
Developer in the event of termination of the DDA.
L. Appropriate controls to limit use of the Site.
SFATMAgrce:Piermain
RLS 98-006 [
5/6M - # 8
NA
Q
M. An operational maintenance plan for the development including
the common/open space areas and streets.
6. DEVELOPMENT TEAM
Developer agrees that Development Team shall include the following key
members:
CIM Principals: Shaul Kuba c:: Avraham Shemesh
Development: John Given, Maurice Kurtz
Leasing: Christopher Bruck
Finance: Doug Haigh
Construction: Yuval Bar-Zemer
Financial Partner: Federal Realty Investment Trust
Charlie Gamer, President, Street Retail Inc.
Legal Counsel: Matt Fragner, Sonnenshein, Nath & Rosenthal
7. TERMINATION BY AGENCY
Agency shall have the right to terminate this Agreement in the event:
A. Developer fails to timely perform any of its obligations hereunderor is
other%%ise in default under this Agreement;
B. Developer proposes provisions for inclusion in the proposed DDA
which materially varies from their proposal as identified in paragraph LA.
of this Agreement.
The Agency right of termination shall be subject to the ten-day notice and
other provisions set forth in Paragraph U hereinabove.
12
SF/s:i MAgree:Piermain
RLS 98-0061
516148 - N8
8. EFFECTIVE DATE AND TERM OF THIS AGREEMENT
The effective date of this ENA is the date the Agency approves this ENA. This
ENA shall terminate 120 days after its effective date, unless extended as provided for herein.
9. COVENANT AGAINST DISCRIMINATION
The parties hereto shall not discriminate against nor segregate, any person, or group of
persons on account of sec, race, color, age, marital status, religion, handicaps, creed, national
origin or ancestry in the sate, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the
Site, nor shall the parties establish or permit any such practice or practices of discrimination or
segregation in the selection, location, number, use, or occupancy of tenants, lessees, subtenants,
sublessess or vendees of the land.
10. COMPLIANCE WITFI APPLICABLE LAWS
The parties hereto acknowledge and agree that under the DDA, should it be adopted, they
shall be required to comply urith all applicable federal, state and local laws and regulations
concerning the displacement and relocation, if such occurs, of persons and/or businesses on and
from the Proposed Development Site, including without limitation, compliance with the
Relocation Assistance Law, Govemment Code Section 7260, et seq.
13
5F/s:l MAgrceTicrmain
RIS 98-0061
5/6198 - 98
U
I1. NOTICES
All notices required or permitted herein under shall be delivered in person or by
registered or certified mail to an authorized representative of the party to whom delivery is to be
made, at the folloiiing place, or to any other place designated in writing by such party:
Agency
Developer
Mr. David Biggs Shaul Kuba, Principal
Director of Economic Development CIM Group, LLC
2000 Main Street I0960 Wilshire Blvd., Suite 500
Huntington Beach, CA 92648 Los Angeles, CA 90024
With copies to:
Ms. Connie Brockway
City Clerk
2000 Main Street
Huntington Beach, CA 92648
and
Gail Hutton
City Attorney
2000 Main Street
Huntington Beach, CA 92648
I4
SF/s:l MAgrecTiermain
RLS 93-M 1
SIGN$ - p S
V
U
12. ENTIRETY
This Agreement, and the Exhibits "A" and "B" attached hereto, represents the
entire agreement between the parties.
The parties hereto have executed this agreement on the date and year first written above
CIM GROUP, LLC
a California limited liability company
By: Its Manager,
ORCHARD CAPITAL CORPORATION,
By
Richard S. RessIer
President
June 11,1998
By
Richard S. Ressler
Secretary
June 11, 1998
REVIEWED AND APPROVED:
:,�restive Director
15
REDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH, a
California public body
ai
ATTEST:
Agency Clerk
APPROVED AS TO FORM:
F—p— '
I-jtI(as
.for Agency Counsel
INITIATED AND APPROVED:
AMWc _
Director of Economic Development
L
Exhibit A
Site Asap
ATTACHMENT TO EXCLUSIVE NEGOTIATION AGREEMENT (ENA)
WALNUT
PACMC COAST HIGHWAY
r,
io7s•
a-
u7s•
28
27
r L.•.
• 6
25
'
•124
2.3 5
- 22
21 17 u� s•
c •• •
110•
-1-9 18 Rio•' .-
__.:_���.2
_17
7nr it -`r
21 H
��
is • P.7u 275�l-.
-'
712
11
1 a 25-1 25- 6 5. 41 .32
1
'� L 110 23 ' .l
AL 274-1
.'BEACH
r 1.
b
0
6r
16
kJ
Exhibit B
Schedule of Performance During this ENA
Within IS days following the effective date of
this ENA.
Within forty-five (45) days of the effective date
of this ENA
Within sixty (60) days of the effective date of
this ENA.
Agency will transmit to the Developer for the
Developer's review and comment:
a) A list and anticipated schedule of
expenditures by the Agency which may
be reimbursed by the Developer`s
deposit, as set forth in Section 4.A.2.
b) A projected budget and schedule of
expenditures which may be required to
complete planning, traffic, parking and
environmental fundings as described in
Section 4.H.
Developer shall prepare and submit to Agency
a more detailed development plan identifying
the scale and scope of development. This
development plan shall be submitted to and
comply with the standards imposed by the City
Planning Department for Environmental
Review. Developer shall cooperate with City
Planning Department to ascertain the need for
zoning and General Plan amendments, if any.
Developer shall complete and submit to
Agency a business plan and proforma
identifying its proposed building schedule,
detailed cost estimates for development and
operation of the Site, sales price and absorption
projections, and evidence of its sources of
funds.
Within ninety (90) days of the effective date of Agency will transmit the draft DDA to
this ENA, following review of Developers Developer for its review and comment.
business and financing plans.
17
3Fls:i MAgreeTiermain
RLS 98-0061
516/98 - N8
Developer shall submit an executed proposed
DDA to Agency by the end of the ENA period.
To: Chris Clete
From: Pat Dapkus
Cc:
Bcc:
Subject: re: Need Signature Page
Attachment:
Date: 7/7/98 11:10 AM
Chris,
This is the Hennesey item I spoke with you about this AM. Gus in Economic
Development is working on it.
Pat Dapkus
Administration
Original text
From Chris Cleary@CivicCenter, on 7/7/98 9:37 AM:
I'm waiting for an original signature page from you for the exclusive
negotiating agreement for development of Blocks 104 and 105 - CIM Group -
Redevelopment Agency. It was item E-23 June 15, 1998.
Would you give me the status -on that. Thanks. Chris
G
co
,�
Y �
Ca
C]O,nM
rn��CZ
�
r
T
V
Q
12. ENTIRETY
This Agreement, and the Exhibits "A" and "B" attached hereto, represents the entire
between the parties.
The arties hereto have executed this agreement on the date and year first written above.
CIM GROUP, LLC
a California Limited Liability Corporation
By
Print or Type Name
Its (circle one) Chairman of the Board,
Anv Vier Prreid—#
Print or Type Name
Its (circle one) Secretary, Any Assistant Secretary
Chief Financial Officer, Any Assistant
Treasurer
REVIEWED AND APPROVED:
Ek6cutive Director
15
SFA MAgme:Piermain
ILLS 98-0061
516/98 -#8
REDEVELOPMENT AGENCY OF
THE CITY OF HUNTINGTON
BEACH, a California public body
Chairman
ATTEST:
Agency Clerk
APPROVED AS TO FORM:
►gency Counsel
S.6
INITIATED AND APPROVED:
Director of
is Development
06/11/98 THU 09:42 F.4-1 ORCIURD
t
Z 002
12. ENTIELTY
This Agreement, and the Exhibits "A" and "B" attached hereto, represents the
entire agreement between the parties.
The parties hereto have executed this agrecment on the date and year first written above.
CLNI GROUP, LLC
a California limited liability company
.By: Its Manager,
ORCI AItD CAPTIAL CORPORATION,
a California corporation
By
ichard S. Ressler
President
>3y
0—�" --
Richard S. Ressler
Secretary
REVIEN�TD AID APPROVED:
Executive Director
REDEVELOPMENT AGENCY OF THE
CITY OF HLfiTTINGTON BEACH, a
California public body
ATTEST:
Chairman
Agency CIerk
APPROVED AS TO FORM:
?111 ,6�1rf f4
-ftr Agency Counsel f%
INUTIATED AND APPROVED:
Director of Economic Development
15
3
(rl
12. ENTIRETY
This Agreement, and the Exhibits "A" and "B" attached hereto, represents the entire
agreement between the parties.
The parties hereto have executed this agreement on the date and year first written above.
CIM GAO C REDEVELOPMENT AGENCY OF
a Califomia 'mited Le i t , orporation THE CITY OF HUNTINGTON
BEACH, a California public body
�9 j
Print or Type Name
Its (circle one) Chairman of the Hoard, President
Any Vice President
��
By
Print or Type Name
Its (circle one) Secretary, Any Assistant Secretary
Chief Financial Officer, Any Assistant
Treasurer
REVIEWED AND APPROVED:
Executive Director
15
SF/s;I MAgrec Picnnain
RLS 9M061
5/6/98 -98
Chairman
ATTEST:
Agency Clerk
APPROVED AS TO FORM:
egency Counsel
INITIATED AND APPROVED:
Mw
Director Economic Development
V
MA
CITY OF HUNTINGTON BEACH
2000 MAIN STREET
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CRY CLERK
CALIFORNIA 92648
LETTER OF TRANStiIITTAL OF ITEAI APPROVED BY THE CITY COUNCIL/
REDEVELOPMENT AGENCY OF THE CITY OF fIUNTINGTON BEACII
DATE:
TO: G / /1' 1 G i-r� ��a- .�- �C._G ATTENTION:
Name T .
/ D `- 4e D A%% der 6 A-V4-2lvd . DEPART&IEN-r:
Street
REGARDP'G:
City, State, Zip 9 G a A y
See Attached Action Agenda Item E —9 3 Date of Approval L i 1 S-19 7
Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item.
Remarks:
Connie Brockway �~
City Clerk
Attachments: Action Agenda Page ✓ Agreement ✓ Bonds
RCA Deed
CC: 2 .tom
Name (7 Department RCA Agreement
Name
Department RCA Agreement
Name Department
Name
RCA Agemeen?
Department RCA
Risk Management Dept.
Insurance
Other
!-I p
Insurance Other
Insurance Other
Insurance Other
Agreement Insurance Other
Insurance
Received by Name - Company Name - Date
G:Fot1owup1cover1tr
(Telephone: 714-536-5227)
V
(13) 06/15198 - Council/Agency Agenda - Page 13
E-22. (City Council) Accept The Completed Street Revalrs On Castle. Catalina And Trident (MSC-
3891- Notice Of Completion - Nobest. Inc. (600.90) - Accept the project for a total contract cost
of $427,593.95 and authorize the City Clerk to file the Notice of Completion with the Orange
County Recorder. Submitted by the Public Works Department.
[Accepted 7-01
E-23. (Redevelopment Aciencv) Approve Exclusive Necrotiating Agreement Between Anencv &
CiM Group, Limited Liability Company For Blocks 104 & 105 (Main Streetl6th Streetl5th
Street/Walnut Avenue (600.30) -Approve and authorize the Chairman and the Agency Clerk to
execute an Exclusive Negotiation Agreement between CIM Group and the Redevelopment
Agency for Blocks 104 and 105. Submitted by the Economic Development Director,
[Approved 7-01
E-24. (City Council) Adopt Resolution No. 98_53 -'A Resolution of the City Council of the City of
Huntington Beach Authorizing Street Closure for the Fourth of July.' Submitted by the Chief of
Police.
[Approved 7-OJ
E-25. (City Council) Well No.12 Waterline Identification And Fundina Of Work Necessary To
Design Pipeline - (Relative To Water Facilities Agreement Between CityB_McDonnell
Douglas Company - Approved On 7121197) - Authorize the city Public Works Director to
proceed with the work described in Attachment No. 2 to the Request for Council Action dated
.tune 15, 1998 and appropriate the sure of $50,000 to design the pipeline described therein.
Submitted by the Acting Public Works Director and the City Attorney.
[Approved 7-01
F. Administrative items
F-1 (Redevelopment Anencv) Support And Approve Option Agreement For Section 202
Application- Bowen Court Senior A artments Lake StreetlYorktown Avenue - Resolution
No.287 - Authorizes Funding Support For Retirement Housing Foundation To Construct
An Affordabfe Housing Pro ect _Approve Option Agreement Between Agency And
Retirement Housing Foundation -Approve Modification To Liability insurance (600.30)
Communication from the Economic Development Director informing that as part of an ongoing
effort to identify funding sources for the construction of the Bowen Court Project at the corner of
Lake Street and Yorktown Avenue, staff recommends supporting a second application for federal
funds by a nonprofit housing sponsor. Section 202 Capital Advance and Rental Assistance
Program ("Section 202") funds are administered by HUD and are available only for senior
projects. Applications for the highly competitive program are due on July 7, 1998.
Recommended Action:
1. Adopt Redevelopment Agency Resolution No. 287 authorizing funding support by the
Huntington Beach Redevelopment Agency with a grant, or reduced sales price, of Agency -
owned land acquired at a cost of $885,000 and a loan of $215,000 in Redevelopment
Housing Set Aside Funds for the construction of senior apartments by Retirement Housing
Foundation (RHF) - 'A Resolution of the Redevelopment Agency of the City of Huntington
Beach Authorizing Funding Support for Retirement Housing Foundation to Construct an
Affordable Housing Project,
2. Approve and authorize the Agency Chairman and Agency Clerk to execute the Option
Agreement with Retirement Housing Foundation (RHF);
(Continued on nextpage)
(13)
11% 0
U
RCA ROUTING SHEET
INITIATING DEPARTMENT:
Economic Development Department
SUBJECT:
ENA with CIM/Federal for Blocks 104 & 105
COUNCIL MEETING DATE:
June 15, 1998
Ordinance (w1exhibits & le2islative draft if applicable)-
Not Applicable
Resolution (wlexhibits & legislative draft if applicable)
Notpp Licable
Tract Map, Location MaLandlor other Exhibits
Not Applicable
Contract/Agreement (wlexhibits if applicable)
(Sig ne d in full b y the City A Hom ey)
Attached
Subleases, Third Party Agreements, etc.
(Approved as to form by City Attomey)
Not Applicable
Certificates of Insurance (Aaroved PX the gLtZ Attomey)
Not Ap2licable
Financial Impact Statement (Unbudget, over $5,000)
Not Appricable
Bonds If apRlicable)
Not Applicable
Staff Report If applicable)
Not Applicable
Commission, Board or Committee Report If appricable)
Not Applicable
Findings/Conditions for Approval and/or Denial
Not Applicable
... .. .. .. 'EXPLANATION FOR MISSING ATTAcHMENTS::-;;--;...
REVIEWED'
RETURNED;�::
FORWARDED
Administrative Staff
Assistant City Administrator (initial)
City Administrator InitialcJ
City Clerk
EXPLANATION FOR RETURN OF ITEM: