HomeMy WebLinkAboutCVRC Agenda Packet 2006/05/11
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CORPORATION
CHULA VISTA
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REGULAR MEETING OF THE
CHULA VISTA REDEVELOPMENT CORPORATION (CVRq
Thursday, May 11, 2006, 6:00 p.m.
COUNCIL CHAMBERS
276 FOURTH AVENUE
CHULA VISTA, CA 91910
CALL TO ORDER
ROLL CALL
Board Members Castaneda, Chavez, Desrochers, Lewis,
McCann, Paul, Rindone, Rooney and Chairman Padilla.
PLEDGE OF ALLEGIANCE, MOMENT OF SILENCE
CONSENT CALENDAR
(Item 1)
1. APPROVAL OF MINUTES - April 27, 2006
PUBLIC COMMENTS
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ACTION ITEMS
2. CONSIDERATION OF EXCLUSIVE NEGOTIATING
AGREEMENTS FOR THREE SITES AND AMENDMENTS
TO EXCLUSIVE NEGOTIATING AGREEMENTS FOR
FOUR SITES WITHIN THE MERGED AND TOWN
CENTRE I REDEVELOPMENT AREAS
Three new Exclusive Negotiating Agreements (ENAs) and
amendments to four existing ENAs to align the ENA
timeline with the proposed date of adoption for the Urban
Core Specific Plan (UCSP).
Staff Recommendation: That the CYRC adopt the following
resolutions:
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a. RESOLUTION OF THE CHULA VISTA REDEVELOPMENT
CORPORATION APPROVING AN EXCLUSIVE
NEGOTIATING AGREEMENT WITH LENNAR-HOMES OF
CALIFORNIA, INC. AND INTERGULF DEVELOPMENT
GROUP FOR DEVELOPMENT OF THE PROPERTY
KNOWN AS THE E STREET TRANSIT VILLAGE
b. RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION
APPROVING AN EXCLUSIVE NEGOTIATING AGREEMENT WITH PUBLIC,
A CALIFORNIA GENERAL PARTNERSHIP, FOR DEVELOPMENT OF THE
CHURCH AND MADRONA NORTHWEST SITE
c. RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION
APPROVING AN EXCLUSIVE NEGOTIATING AGREEMENT WITH
DOUGLAS WILSON COMPANIES FOR DEVELOPMENT OF THE CHURCH
STREET AND DAVIDSON STREET WEST SIDES
d. RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION
APPROVING AN AMENDMENT TO EXCLUSIVE NEGOTIATING
AGREEMENT WITH CITYMARK DEVELOPMENT LLC FOR DEVELOPMENT
OF THE LANDIS AVENUE SOUTHEAST SITE
e. RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION
APPROVING AN AMENDMENT TO EXCLUSIVE NEGOTIATING
AGREEMENT WITH CITYMARK DEVELOPMENT LLC FOR DEVELOPMENT
OF THE THIRD AVENUE AND E STREET NORTHEAST SITE
f. RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION
APPROVING AN AMENDMENT TO EXCLUSIVE NEGOTIATING
AGREEMENT WITH AVION DEVELOPMENT LLC FOR DEVELOPMENT OF
THE THIRD AVENUE AND E STREET SOUTHEAST SITE
g. RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION
APPROVING AN AMENDMENT TO EXCLUSIVE NEGOTIATING
AGREEMENT WITH INTERGULF-MAR (PARK) LLC FOR DEVELOPMENT OF
THE THIRD AVENUE AND G STREET NORTHWEST SITE
OTHER BUSINESS
4. CHIEF EXECUTIVE OFFICER'S REPORTS
5. CHAIRMAN'S REPORTS
6. DIRECTORS' COMMENTS
ADJOURNMENT
The Chula Vista Redevelopment Corporation will adjourn to its next regularly scheduled
meeting on May 25, 2006, at 6:00 p.m.
In compliance with the
AMERICANS WITH DISABILITIES ACT
The Chula Vista Redevelopment Corporation requests individuals who require special accommodations to access, attend,
and/or participate in a CVRC meeting, activity, or service request such accommodation at least forty-eight hours in
advance for meetings and five days for scheduled services and activities. Please contact the Community Development
Department for specific information at (619) 691-5047, or Telecommunications Devices for the Deaf (TDD) at (619) S85-
565S. California Relay Service is also available for the hearing impaired.
Page 2 of 2
CVRC - Agenda - 05/11/06
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CORPORATION
CHULA VISTA
CVRC Board
Staff Report - Page 1
Item No. 2
DATE:
May 11, 2006
TO:
CVRC Board Directors
FROM:
Dana M. Smith, Secretary
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VIA:
David D. Rowlands, Jr., Chief Executive Officer
SUBJECT:
Consideration of Exclusive Negotiating Agreements for Three Sites and
Amendments to Exclusive Negotiating Agreements for Four Sites within the
Merged and Town Centre I Redevelopment Areas
Project Areas: Merged and Town Centre I
Agreement: Exclusive Negotiating Agreements (ENAs)
Developers: New: Public, Intergulf/Lennar & Douglas Wilson Companies
Amended: CityMark, Avion Development & Intergulf/Mar Group
Project Sites: Multiple
Project Types: Mixed-use Residential
Project Descriptions: To Be Determined
BACKGROUND:
On July 26, 2005, the Agency adopted five Exclusive Negotiating Agreements (ENAs) focusing on
key catalyst projects along the Third Avenue corridor. These projects are within the Urban Core
Specific Plan ("UCSP") area. The UCSP is intended to implement the policy direction of the
recently adopted General Plan Update ("GPU") and is a key policy documeni that will, if adopted,
set the development parameters and guidelines in this area of the City. The draft document is
currently available for public review. It is the goal of redevelopment staff to ensure that all new
development is guided by the City's adopted policy documents. As the foundational planning
documents, the adoption of the GPU and UCSP are critical to the timely development of new
projects. Therefore, staff is proposing that an amendment be approved for four of the original five
ENAs to align the ENA Timeline (Attachment B) with the proposed date of adoption for the UCSP.
In addition, the Community Development Department has been looking at new opportunities for
development within the redevelopment project areas and has developed relationships with several
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Staff Report - Item No.2
Page 2
developers. Three new ENAs are being presented. Each is structured to operate in conjunction
with the UCSP and is proposed for the following developers and their respective sites:
1. lennar/lntergulf E Street Transit Village
2. Public Church and Madrona Northwest
3.
Douglas Wilson Companies
Davidson and Church West
As previously discussed, staff is also proposing that four ENAs be amended to extend the
negoti.ation period and update the ENA Timeline. Amendments are proposed for the following
three developers for four sites:
1. CityMark Development landis Avenue South
2. CityMark Development Third Avenue & E Street Northeast
3. Avion Development Third Avenue & E Street Southeast
4. Intergulf and Mar Group Third Avenue & G Northwest
The following staff report provides information about the established developer qualification
process, a description of the Exclusive Negotiating Agreements, and introductions to the proposed
development teams.
RECOMMENDATION:
Staff recommends that the Chula Vista Redevelopment Corporation adopt resolutions approving
and authorizing the Chair to:
a) Execute Exclusive Negotiating Agreements with three qualified developers for three
properties located within the Town Centre I and Merged redevelopment project areas
of the City of Chula Vista; and
b) Execute a First Amendment to the Exclusive Negotiating Agreement for three pre-
qualified developers for four properties located within the Town Centre I and Merged
redevelopment project areas.
DISCUSSION:
Exclusive Negotiating Agreements
Purpose
The established ENA process does not seek development projects; rather it seeks to match highly
reputable developers with the proposed sites. This policy was established because staff believes
that by reviewing and selecting developers who are committed to working cooperatively with the
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Staff Report - Item No.2
Page 3
Agency and the community, the end result will be a development that better meets the goals of the
City, Agency and community. It also allows the CYRC the ability to select a qualified company
with a proven track record versus a particular project.
An Exclusive Negotiating Agreement ("ENAs") is a road map for the evolution of a redevelopment
project. ENAs establish a predictable and agreed upon process, timeline, and parameters for
developers and the staff to cooperatively design and process redevelopment proposals that meet
the goals and objectives of both parties. For the CYRC, the ENA process strategically evolves a
proposal from initial concept to a defined project that is consistent with relevant and applicable
plans and policies (e.g., UCSP, redevelopment plans), aligned with community character, and
designed to meet the City's strategic and economic goals for public amenities and community
revital izati on.
The purposes of the ENA are summed up into following four main objectives:
D Formalize a cooperative relationship with the Developer;
D Define the roles and responsibilities of the Developer and CYRC/Agency;
D Determine the process for development, including a timeline for:
o Predevelopment activities such as design, financials, market study, etc.
o Public input and participation; and
D Provide the timeframe and actions necessary to prepare for consideration by the decision
makers a Disposition and Development Agreement (DDA) or Owner Participation
Agreement (OPA) if required.
In addition to the objectives listed above, ENAs provide a transparent and cooperative process for
the public, CYRC, Developer, and staff to work within. The ENA is one of the tools available to a
Chula Yista Redevelopment Corporation which, when structured properly, provides clarity of
purpose and process that is accessible to all parties, and the public. The ENA process therefore
also provides an early, logical, and effective vehicle for public input and participation.
Public Input & Participation
In conjunction with the Agency/Council's May 24, 2005 approval of the CYRC, the
Agency/Council adopted as formal policy statements three guiding principles for public
participation:
D Public input and participation should occur early and often.
D Public input and participation should be open, inclusive, and accessible.
D Public input and participation should be educational and informative.
In order to facilitate the early integration of public dialogue consistent with the Council/Agency's
adopted policies, the ENA timeline requires two important public meetings as opportunities for
public input and participation. It is anticipated that a community workshop will be scheduled for
the CYRC to discuss public participation in June 2006.
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Staff Report - Item No.2
Page 4
Structure
As crafted, the ENA generally describes the proposed development site, establishes a timeline for
milestones and public participation, defines the negotiation period, and establishes a deposit
amount.
An important component of the ENA is the timeline, which is an attachment to the ENA. This
document provides clear completion dates for various necessary predevelopment tasks. Two main
objectives that this timeline facilitates are:
1. The delineation of the required predevelopment tasks, such as completion of the
market study, site plans and elevations, financing and development analysis, etc.
2. The establishment of opportunities and vehicles for public input and participation early
within the pre-design phases of the project.
Developer Qualification and Criteria
There are many types of developers - each with their own expertise, experience, and financial
capacity. The Agency is interested in finding qualified developers who understand Chula Vista's
interests, history, and vision for the future, developers who have a depth of experience in building
and designing all types of development in an urban market.
In selecting developers for the proposed development sites, the prospective developers were
required to demonstrate that they had the experience and resources needed to design and develop
projects that were appropriate for the site, based upon the UCSP proposed land use and zoning
parameters. Previous direct involvement with projects of exceptional design, financial capacity
and access to financing was also considered critical in evaluating developer qualifications and
experience. The main criteria considered when reviewing a developer's qualifications were:
o Corporate Profi Ie
o Development experience with references
o Types of projects completed or underway
o Financial capacity
o Development team and bios
o Ability and willingness to partner with the City
Qualification Process
Staff has pre-qualified each of the developers in this report based on the qualification criteria
described above and matched the developer's qualifications to the respective development site.
Each site is u,nique in size, location, and constraints. The means by which each developer's
qualifications were introduced to staff also varied - some were submitted through a Request for
Qualifications (RFQ) issued by the Agency for Agency-owned properties, and others through
Statements of Interest independently submitted by the developers. Although each proposal was
introduced in a different manner, the qualifications for each developer was reviewed and evaluated
in the same manner, consistent with the qualification criteria. All three of the sites (the E Street
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Staff Report - Item No.2
Page 5
Village, Davidson and Church West and Church and Madrona Northwest) involve Agency-owned
properties.
E Street Village
On April 1, 2005, the Community Development Department publicly issued and circulated a
Request For Qualifications for the City-owned Public Works Yard as part of the larger E Street
Transit Village. Proposals and statements of qualifications were received from multiple well-
qualified developers possessing intimate knowledge and experience in urban residential and
mixed-use developments. To assist in the selection process, Redevelopment staff formed an eight-
person selection committee, consisting of staff within various City departments. In addition to
developer history, experience, and financial capabilities, a key criteria and focus of the review
committee was the level of commitment of the development teams to creating positive partnerships
and working relationships with CVRC staff, the local community, and other development teams
working with the CVRe. Of the eight applicants, the selection committee unanimously ranked the
top three in the following order: 1) Lennar/ntergulf 2) Douglas Wilson Companies and 3) Langford
and Associates. Based upon their qualifications and experience, Lennar/lntergulf is being
recommended as the developer for the E Street Transit Village.
Church and Madrona Northwest
Public, a planning, engineering and development firm independently submitted a Statement of
Interest for the Church and Madrona Northwest site. Public has designed and developed
numerous buildings, including the Dutra Brown Building, a four-unit rental apartment building in
the Little Italy district, Laurel Court, a twenty-unit modern residential project in West Hollywood,
and the Lee Residence, a single-family home in La Jolla. In addition, Public has received numerous
state and national awards. Based upon their qualifications and experience staff supports their
proposal.
Davidson and Church West
The Agency and Douglas Wilson Companies originally entered into an ENA in July 2005 for the
Landis Avenue Northeast site. The Developer has since determined that the two Agency-owned
parking lots on either side of the intersection of Davidson Street and Church Street are more
compatible with their development concept. Therefore, staff is recommending Douglas Wilson
Compan ies for the site.
Qualified Developers and Proposal Sites
The following are brief overviews of each of the Developers and their proposed development sites
that are being considered for execution or amendment of an ENA. For a complete Developer
biography and more information regarding the proposed development site, please refer to the
Attachments as described below.
New ENAs
LENNAR.
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Lennar Homes of California, Inc. and Intergulf Development Group
are experienced developers of mixed-use urban infill projects, including
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Staff Report - Item No.2
Page 6
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collaborative projects such as Alicante, La Vita, and Breeza. Intergulf
and Len nar are interested in the site known as the E Street Transit
Village, which include 257,860 square feet in area. This site is publicly
owned by the Redevelopment Agency. The conceptual development
includes other parcels under private ownership. 5ee Attachment C.
Public
Public is architecture and planning based development firm based in San
Diego. They are experienced in retail and residential projects including
Cafe on Park, Dutra Brown Building, Laurel Court and the South Bark Dog
Wash. The site, known as Church and Madrona Northwest, is an
approximate 8,794 square foot site situated on two parcels located on the
Northwest corner of Church Street and Madrona Street. These sites are
publicly owned by the Redevelopment Agency, and their current uses are
as metered parking lots. See Attachment D.
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Douglas Wdsoo Canpanies
Douglas Wilson Companies is an experienced developer of mixed-use
urban infill projects in the San Diego area, including Parkloft, The Mark,
and Symphony Towers. The site, known as Church and Davidson West, is
of approximately 25,538 square feet of three separate parcels located on
the northwest and southwest corners of Church Street and Davidson
Street. The sites are publicly owned by the Redevelopment Agency, and
their current uses are as metered parking lots. See Attachment E.
Amendments to ENAs
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CityMark is an urban residential and mixed-use development company
based in San Diego and founded in 2000. CityMark primarily develops
low-rise and mid-rise residential projects, including condominiums and
mixed-use developments incorporating retail and office space. CityMark
is interested in developing the Landis Avenue South site, which
encompasses approximately 46,352 square feet in area. The site is
currently owned by the Redevelopment Agency, and its current use is a
metered parking lot. See Attachment F.
AUSTIN
V E U M
ROBBINS
PARTNERS
Avion Development is an experienced developer of mixed-use urban infill
projects in the San Diego area, including One Library Circle, Santa Fe 6, 17th
& G, Smart Corner (Park Blvd. & Broadway), and 15th & Market. Avion, is
interested in developing the site known as Third Avenue and E Street
Southeast. The subject property is located at 201 Third Avenue and totals
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Staff Report - Item No.2
Page 7
approximately 11,454 square feet in area. This site is publicly owned by the Redevelopment
Agency and is currently vacant. See Attachment G.
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Intergulf Mar (Park) HC are experienced developers of mixed-use
urban infill projects, including Trio @ Kettner, Alicante, La Vita,
Palazzo, as well as numerous others. Intergulf and Mar Group are
interested in the site known as Third Avenue and G Street Northwest
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which total 41,097 square feet in area. This site is owned by the
Developers and is the site of the former Social Security Building. See
Attachment H.
DEYELOPMEIT .Iaup
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Each of the Developers is well qualified and has demonstrated his desire and commitment to
partner with the City and CVRC, to develop a project that meets the objectives and guidelines as
will be set forth by the UCSP, and to work cooperatively with the public in the design of the
project.
CONCLUSION
Since the approval of the original five ENAs, the economy and market have begun to shift, which
has been reflected in rising interest rates, increased construction costs and the slowing in the
absorption of new units. Due to the financial complexity of urban infill projects, a change in any
of these variables has an especially drastic impact on redevelopment and this City's revitalization
activities on the Wests ide. As these factors continue to shift, the opportunities for timely
redevelopment will continue to diminish. It is therefore important that the CVRC expeditiously
capture and take advantage of the current economic and market conditions through the effective
planning of such efforts as the Urban Core Specific Plan and the timely implementation of strategic
redevelopment tools through the Exclusive Negotiation Agreement.
A IT ACHMENTS:
A. Map of Proposal Sites
B1. ENA Timeline
C. Lennar/lntergulf Profile for E Street Transit Village
D. Public Profile for Church and Madrona Northwest
E. Douglas Wilson Companies Profile for Church and Davidson West
F. CityMark Development LLC Profile for Landis Avenue South
G. CityMark Development LLC Profile for Third Avenue & E Street Northeast
H. Avion Development Profile for Third Avenue and E Street Southeast
I. Intergulf Mar {Park} LLC Profile for Third Avenue and G Street Northwest
PREPARED BY:
Diem Do, Senior Community Development Specialist
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I. 3rd & E Northeast Corner I CityMark Deveiopment
2. 3rd & E Southeast Corner I A vion Development
3. Church & Davidson West I Douglas Wilson
4. Landis South I City Mark Development
5. Church & Madrana Northwest I Public
6. 3rd & G Northwest Ilntergulf-Mar (Park) Group
7. E Street Transit Villa e I Lennar-Inter ulf
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Merged Bayfrant / Town Centre I
Project Area
Merged Chula Vista
Project Area
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ATTACHMENT "B"
Revised Exclusive Negotiating Agreement Timeline
MILESTONE DESCRIPTION
Within 30 Days of ENA Execution
Title Report Agency to issue a Preliminary Title Report on the subjed Property to the Developer.
Within 60 Days of ENA Execution
Public Workshop #1 Pre-design workshop to gather input from the public and stakeholders on the design
parameters and framework for the subjed Property.
Within 90 Days of ENA Execution
Market Study Forecast of regional and local real estate market conditions and anticipated
performance of proposed product types.
Within 30 Days of UCSP Adoption
Site Plans and Based on pre-design review with staff and public input received at Public Workshop
Elevations #1, submit preliminary site plans and elevations.
Initial Pro Forma Concurrent with site plans and elevations, submit initial pro forma evaluations for the
proposed development.
Project Development Projeded timeline and schedule for the construction of the proposed development.
Schedule
Site Adequacy Developer shall provide written determination of whether the subjed Property is
physically suitable for development taking into account regulatory and environmental
conditions that are deemed relevant.
Within 45 Days of UCSP Adoption
Workshop #2 Workshop to present proposed development proposals.
Within 90 Days of UCSP Adoption
Final Site Plans and Final site plans and elevations.
Elevations
Final Pro Forma Revisions based on revised site plans and elevations.
Development Partners Identification of investment partners.
and Structure
Funding Partners and Identification of lenders and proof of ability to obtain financing.
Strudure
Within 120-135 Days of UCSP Adoption
CVRC Presentation Presentation of development proposal and DDNOPA for review and consideration.
CVRC adopts advisory recommendations for Agency and/or Council consideration.
Within 135-150 Days of UCSP Adoption
Redevelopment Presentation of development proposal and DDNOPA to Agency and/or Council for
Agency / City Council final review and consideration.
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E STREET TRANSIT VILLAGE
Site Description
Located adjacent to the trolley station at Chula
Vista's E Street gateway, the F Street site is well-
situated to maximize residential densities and
create mixed-use transit-oriented design.
Development at this location will also present
important opportunities to create enhanced
linkages and pedestrian access to and from the
trolley, the Bayfront, surrounding businesses,
and services.
Lennar Intergulf, is interested in developing a
project on the F Street site within the Agency's
Town Centre II Redevelopment Project Area. The
subject property consists of one parcel located
along F Street, between the trolley and
Woodlawn (Assessor's Parcel Number 567-031-
27-00) and totals approximately 5.98 acres in
area.
ATTACHMENT C
Existina Uses & Ownership
The site is owned by the City/Agency and until recently served as the City's corporate
yard. The surrounding land uses include several low-rise motels, an office building, a
restaurant, the Chula Vista Visitors' Center and the E Street trolley station and parking lot.
The current General Plan Update land use designation for the site is Transit Focus Area
(TFA / 60 Dwelling Units per Gross Acre). Projects that are developed near the high end
of the density range will be required to meet pedestrian and transit-oriented design
objectives. The current zoning designation for the site is Limited Industrial (IL).
UCSP
The pending Urban Core Specific Plan proposes mixed-use zoning within the subdistrict
UC- 15 that includes the F Street site.
Developer Qualification & Owner Participation Process
In April 2005, the Community Development Department publicly issued and circulated a
Request for Proposals and Qualifications for the City/Agency's publicly owned property on
F Street, just west of Woodlawn. Proposals and statements of qualifications were received
from multiple well-qualified developers possessing intimate knowledge and experience in
urban residential and mixed-use developments, including Lennar Intergulf. Applications
were reviewed for developer history, experience, and financial capabilities. Also, a key
criteria in the selection process was the level of commitment of the development teams to
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ATTACHMENT C
creating positive partnerships and working relationships with City/Agency staff, the local
community, and other development teams working with the City/Agency.
Based upon Redevelopment staff's review of the develaper's profile, history, and
qualifications for this site, staff is recommending that the Agency enter into an ENA with
Lennar Intergulf for the F Street Site.
Develoaer Profile. History. and Qualifications
The development team of Lennar Intergulf has been building urban residential and
mixed-use developments in San Diego for the past five years. Lennar Corporation,
founded in 1954, is a national developer headquartered in Miami, Florida. Intergulf, and
international firm out of Canada, primarily develops high-rise and mid-rise residential
projects, including condominiums and mixed-use developments. Lennar Intergulf's
portfolio and business plan include high-rise, lofts, podium product town homes.
Notable completed Lennar and/or Intergulf projects in the San Diego region include:
o Alicante. 95 condominium high-rise in the Bankers Hill neighborhood of the
City of San Diego.
o La Vita. 304 condominium high-rise in downtown San Diego.
o Treo at Kettner. 330 condominium high-rise in Little Italy district of San Diego.
Notable current Lennar Intergulf projects in or near the San Diego region include:
o Brezza at North Embarcadero. 155 condominium high-rise on San. Diego's
bayfrant. Construction completion in 2008.
o Astoria. 240 luxury homes in twin 15-story towers in Irvine. Construction
begins in May 2006 with a 24-month completion.
o Anaheim Platinum Trianale. 595 homes in twin 24-story towers. Construction
begins in January 2007 with a 30-month completion.
Fortune Magazine named Lennar Most Admired Company for 2004 in the Homebuilder
Industry group. Intergulf is a three-time recipient of the prestigious Georgie Award as the
"Best Home Builder in British Columbia."
CVRC-Developer Partnership
In addition to their experience and depth as an urban residential developer in San Diego
County, Lennar Intergulf is composed of a small and very close development team that
has emphasized their desire and commitment to creating close partnerships with staff, the
CVRC, and the community to create product types and designs that complement the
urban fabric laid out in the Urban Core Specific Plan. Lennar Intergulf's commitment to
local partnerships was a key factor in their selection during the RFP/Q interview process.
02-(1
Public
CHURCH AND MADRONA NORTHWEST
Site Description
Located on Church Avenue in Chula Visto's
downtown village, this small site offers an
excellent opportunity for showcasing the type of
residential density intended by the Urban Core
Specific Plan and Updated General Plan.
Development at this location will complement
Third Avenue businesses, and benefit from
neighboring parks, ond local community centers.
Public, 0 California General Partnership, is
interested in developing a project on Church
Avenue within the Agency's Town Centre I
Redevelopment Project Area. The subject
property consists of two parcels located along
the western side of Church Avenue, at the
intersection of Madrona Street (Assessor's Parcel
Numbers 568-351-04-00 and 05-00) and totals
approximately 8,795 square feet in area.
ATTACHMENT D
Existino Uses & Ownership
The site is owned by the Agency and is currently used as a metered porking lot. Church
Avenue is a secondary street running parallel to Third Avenue and is characterized by a
mixture of retail, office, multifamily and single family uses. The approved General Plan
Update land use designations for the site is Mixed Use Residential (MURI 28-60+
Dwelling Units per Gross Acre) on both parcels. The current zoning designation for the
site is R3 (Apartment Residential). Surrounding land uses include commercial and office
buildings and a church parking lot.
UCSP
The pending Urban Core Specific Plan proposes residential zoning for the subdistrict that
includes the Church Avenue area.
Developer Qualification & Owner Participation Process
In 2005, the Community Development Department received a Statement of Qualifications
for the Agency's publicly owned parking lot on Church Avenue, just north of Madrona
Street. The developer is well qualified, possessing intimate knowledge and experience in
urban residential developments. In addition to developer's history, experience, and
financial capabilities, there is a commitment to creating positive partnerships and working
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ATTACHMENT 0
relationships with CVRC staff, the local community, and other development teams working
with the CVRe.
Based upon Redevelopment staff's review of the developer's profile, history, and
qualifications for this site, staff is recommending that the CVRC enter into an ENA with
Public for the Church Avenue site.
Developer Profile. History. and Qualifications
Public is an urban residential architecture/development company based in San Diego and
founded in 1989. Public primarily develops low-rise residential projects, including mixed-
use developments incorporating retail and office space. Public's portfolio and business
plan include lofts, town homes, flats, and live/work residences. Typically the firm has
developed rental units, but is now expanding into the for-sale market.
Notable completed Public projects in or near the San Diego region include:
o Dutra Brown Buildina. Four-unit rental apartment building in the Little Italy District
of the City of San Diego -building materials and architectural elements were
reused from the original buildings on the site.
o Laurel Court. Twenty-unit modern residential project in West Hollywood. Homes
are grouped around a series of landscaped courtyards, reminiscent of older
residences in the area.
o Lee Residence. Single family home in La Jolla.
Notable current Public projects in the San Diego region include:
o South block. One hundred and six-unit mixed use building In downtown San
Diego, with apartments above and retail on the ground level.
o Siabee Row. Fourteen market-rate urban condominiums in the Barrio Logan
district of San Diego.
o Baltazar Residence. Single family home in La Jolla.
Public's Dutra Brown Building was the recipient of local, State and national awards by the
American Institute of Architects. The Lee Residence also received an AlA award. The firm
has been published in Architectural Record, San Diego Home and Garden and Dwell
magazine. Public was also short-listed for architectural firm of the year for the entire State
of California last year.
CVRC-Developer Partnership
In addition to their experience and depth as an urban residential developer in San Diego
County, Public is composed of a small and very close development team that has
emphasized their desire and commitment to creating close partnerships with staff, the
CVRC, and the community to create product types and designs that complement the
character and charm of Chula Vista's downtown village. Public's commitment to local
partnerships was a key factor in the decision to move forward with the ENA process.
c2-(3
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Douglas Wilson Companies
CHURCH AND DA VIDSON WEST
Site Description
The sites consist of three square parcels located at
the northwest and southwest corners of Church
Street and Davidson Street. Immediately north of
the subject site is small multifamily property
followed by another Agency-owned public
parking lot. The neighborhood to the east is
primarily residential and small office locations
and directly to the west on Third Avenue are
primarily commercial and residential uses.
Douglas Wilson Companies is interested in
developing a project on the Church and
Davidson West sites within the Agency's Town
Centre I Redevelopment Project Area. The
subject property consists of three parcels located
along the western side of Church Street, between
Davidson and E Streets (Assessor's Parcel
Numbers 568-07-119, 568-07-118, 568-16-125)
and totals approximately 25,538 square feet in
area.
ATTACHMENT E
Existing Uses & Ownership
The property is located on the west side of Church Street, approximately 1(, a block east of
the historic downtown core. Owned by the Agency, all three sites are level and without
structures, and are currently used as metered public parking lots. Church Street is a
secondary street between E Street and F Street that is characterized by a mixture of older
and unique residences, many of which have been converted to professional office and
multifamily residential uses. The approved General Plan Update land use designation for
the site is Retail Commercial, and the zone designation is Central Business Zone (C-B),
respectively.
UCSP
The pending Urban Core Specific Plan currently proposes mixed-use land use designations
within the subdistrict that includes this site.
Developer Qualification & RFQ Process
Douglas Wilson Companies was originally selected as the developer through a publicly
issued and circulated Request for Proposals and Qualifications for the Landis Avenue
Northeast site just north of Davidson Street. The Redevelopment Agency entered into an
ENA with Douglas Wilson for that site in July 2005. Since that time, the Developer has
<::2 -I ~
ATTACHMENT E
determined that their development proposal is more compatible with the Church Street
sites. Based upon Redevelopment staff's review of the developer's profile, history, and
qualifications for this site, staff is recommending that the Agency enter into an ENA with
Douglas Wilson Companies for the west corners of Church and Davidson Streets.
Developer Profile, History, and Qualifications
Douglas Wilson Companies is an experienced developer of mixed-use urban infill projects
in the San Diego area, based in San Diego and founded in 1989. Douglas Wilson
Companies primarily develops low-rise and mid-rise residential projects, including
condominiums and mixed-use developments incorporating retail and office space. Douglas
Wilson's portfolio and business plan include lofts, town homes, flats, and live/work
residences.
Notable completed Douglas Wilson projects in the San Diego region include:
o Parkloft. 120 one- and two-story residential lofts, ranging from 930 to over 3,000
sf. in the East Vi II age of the City of San Diego.
o Symphony Towers. This mixed-use development in downtown San Diego consists
of a 34-story office tower, a 2,255 seat theatre for the San Diego Symphony, a 264-
room hotel and a five-level parking structure.
Notable current CityMark projects in the San Diego region include:
o The Mark. Thirty-two story, 244-residential condominium project in the East
Village of the City of San Diego consisting of 233 condominium units, 11 two-story
town homes, and 8,000 sf of retail ground floor space.
CVRC-Developer Partnership
In addition to their experience and depth as an urban residential developer in San Diego
County, Douglas Wilson Companies is composed of a small and very close development
team that has emphasized their desire and commitment to creating close partnerships with
staff, the CVRC, and the community to create product types and designs that complement
the character and charm of Chula Vista's downtown village.
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LANDIS AVENUE SOUTH
Site Description
Located in the heart of Chula Vista's downtown
village, the Landis South site is situated in an ideal
location for the creation of residential densities to
support and reinvigorate the Third Avenue business
district. Development at this location will also
present important opportunities to create enhanced
linkages and pedestrian access to and from local
residences, Third Avenue businesses, neighboring
parks, and local community centers.
CityMark Development LCC, is interested in
developing a project on the Landis South site within
the Agency's Town Centre I Redevelopment Project
Area. The subject property consists of nine parcels
located along the eastern side of Landis Avenue,
between Davidson and F Streets (Assessor's Parcel
Numbers 568-152-2300 through 568- 152-2700,
568-152-2900, and 568-152-0100 through 568-
152-0300) and totals approximately 46,352 square
feet in area.
ATTACHMENT F
Existina Uses & Ownership
The site is owned by the City/Agency and is currently
used as a metered parking lot. Landis Avenue is a secondary street between E and F
Streets that is characterized by a mixture of older and unique residences, many of which
have been converted to professional office and multifamily residential uses. The adopted
General Pion Update land use designations for the site are Residential High (RH / 18 to
27+ Dwelling Units per Gross Acre) on seven parcels and Retail Commercial (CR) on the
remaining two parcels. Current zoning designations for the site are Administrative and
Professional Zone (C-O) for eight of the parcels and Central Business Zone (C-B) for the
remaining parcel. Surrounding land uses include several medical office buildings and
other miscellaneous commercial retail, service, and office uses.
UCSP
The pending Urban Core Specific Plan currently proposes mixed-use designations within
the subdistrict that includes the Landis Avenue area.
Developer Qualification & Owner Participation Process
CityMark Development LLC was selected through a Request for Proposals and
Qualifications process for the site, and the Redevelopment Agency entered into an ENA
~ -/ (:,
ATIACHMENT F
with the Developer in July 2005. Since that time, the Developer has completed important
predevelopment activities and is poised to continue the public dialogue and development
of the project.
Developer Profile. History. and Qualifications
CityMark Development is an urban residential and mixed-use development company
based in San Diego and founded in 2000. CityMark primarily develops low-rise and
mid-rise residential projects, including condominiums and mixed-use developments
incorporating retail and office space. CityMark's portfolio and business plan include lofts,
town homes, flats, and live/work residences ranging in pricing from the $200,000's to
$800,000's.
Notable completed CityMark proiects in the San Diego region include:
D CitvMark at Cortez Hill. 16 two- and three-bedroom townhouse units in the
Cortez Hill District of the City of San Diego near the newly renovated EI Cortez
Hotel.
D Doma. 121-unit mixed-use development in Little Italy consisting of 66 eight-story
lofts, 40 four-story townhouses, and 15 four-story flats with almost 60 distinct floor
plans.
D Paseo. 18 townhouses and live/work residences in the historic downtown district
of the City of La Mesa.
Notable current CityMark projects in the San Diego region include:
D M2i. Seven-story, 230-unit condominium project in the Ballpark District of the City
of San Diego consisting of townhouses, flats, and live/work units.
D Farenheit. Seven-story, 77 -unit loft project in the Ballpark District of the City of
San Diego that will incorporate ground floor "shopkeeper" units.
D Eavptian. Seven-story, 80-unit mixed-use project in the Hillcrest area of the City of
San Diego.
CityMark's Cortez Hill and doma projects were the recipients of multiple awards at the
2002 and 2003 San Diego Building Industry Association's Sales, Advertising, and
Merchandising Awards, including Best Attached Housing Project Award.
CYRC-Developer Partnership
In addition to their experience and depth as an urban residential developer in San Diego
County, CityMark is composed of a small and very close development team that has
emphasized their desire and commitment to creating close partnerships with staff, the
CYRC, and the community to create product types and designs that complement the
character and charm of Chula Yista's downtown village. CityMark's commitment to local
partnerships was a key factor in their selection during the RFP/Q interview process.
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THIRD A VENUE & E STREET NORTHEAST-
General Location Description
The intersection of Third Avenue and E Street is a
key gateway entrance into Chula Vista's downtown
Third Avenue business district and "the Village"
vision area of the Urban Core Specific Plan. E
Street is a major east-west transportation corridor of
the City between the 1-5 and 1-805 Freeways.
Development of this intersection would provide
critical new opportunities to facilitate
redevelopment of the Urban Core, attract and
encourage private investment along Third Avenue,
and enhance the western entrance to the Third
Avenue business district from a physical, aesthetic,
and economic standpoint.
CityMark Development LCC is interested in
developing a project on the northeast corner of
Third Avenue and E Street within the Agency's
Merged Redevelopment Project Area. The subject
property is located at 295 E Street (Assessor's
Parcel Number 566-240-3000) and totals
approximately 52,906 square feet in area.
ATTACHMENT G
Existing Uses & Ownership
The site is currently used as a leased Bank of America facility and parking lot. Title of the
property is currently held in trust. The approved General Plan Update land use and zoning
designations for the site are Retail Commercial (CR) and Central Commercial Zone (C-C),
respectively. Surrounding land uses include miscellaneous commercial retail, service, and
office uses of the downtown village.
UCSP
The pending Urban Core Specific Plan proposes mixed-use designations within the
subdistrict that includes the intersection of Third Avenue and E Street.
Developer Qualification & Owner Participation Process
On July 12, 2004, Community Development received a "Statement of Interest" from
CityMark Development LLC about opportunities for redevelopment projects in Chula Vista.
The Redevelopment Agency entered into an ENA with the Developer in July 2005. Since
that time, the Developer hos completed importont predevelopment octivities ond is poised
to continue the public diologue ond development of the project.
c2 -I i?
ATTACHMENT G
Developer Profile, History, and Qualifications
CityMark Development is an urban residential and mixed-use development company based
in San Diego and founded in 2000. CityMark primarily develops low-rise and mid-rise
residential projects, including condominiums and mixed-use developments incorporating
retail and office space. CityMark's portfolio and business plan include lofts, town homes,
flats, and live/work residences ranging in pricing from the $200,000's to $800,000's.
Notable completed CityMark projects in the San Diego region include:
o CityMark at Cortez Hill. 16 two- and three-bedroom townhouse units in the Cortez
Hill District of the City of San Diego near the newly renovated EI Cortez Hotel.
o Doma. 121-unit mixed-use development in Little Italy consisting of 66 eight-story
lofts, 40 four-story townhouses, and 15 four-story flats with almost 60 distinct floor
plans.
o Paseo. 18 townhouses and live/work residences in the historic downtown district
of the City of La Mesa.
Notable current CityMark projects in the San Diego region include:
o M2i. Seven-story, 23o-unit condominium project in the Ballpark District of the City
of San Diego consisting of townhouses, flats, and live/work units.
o Farenheit. Seven-story, 77-unit loft project in the Ballpark District of the City of San
Diego that will incorporate ground floor "shopkeeper" units.
o Egyptian. Seven-story, 80-unit mixed-use project in the Hillcrest area of the City of
San Diego.
CityMark's Cortez Hill and Doma projects were the recipients of multiple awards at the
2002 and 2003 San Diego Building Industry Association's Sales, Advertising, and
Merchandising Awards, including Best Attached Housing Project Award.
CVRC-Developer Partnership
In addition to their experience and depth as an urban residential developer in San Diego
County, CityMark is composed of a small and very close development team that has
emphasized their desire and commitment to creating close partnerships with staff, the
CVRC, and the community to create product types and designs that complement the
character and charm of Chula Vista's downtown village.
c:2-/C(
AUSTIN
V E U M
ROBBINS
PARTNERS
THIRD A VENUE & E STREET SOUTHEAST -
General Location Description
The intersection of Third Avenue and E Street is a
key gateway entrance into Chula Vista's downtown
Third Avenue business district and "the Village"
vision area of the Urban Core Specific Plan. E
Street is a major east-west transportation corridor of
the City between the 1-5 and 1-805 Freeways.
Development of this intersection would provide
critical new opportunities to facilitate
redevelopment of the Urban Core, attract and
encourage private investment along Third Avenue,
and enhance the western entrance to the Third
Avenue business district from a physical, aesthetic,
and economic standpoint.
Avion Development LCC (Avion), is interested in
developing a project on the soutAeast corner of
Third Avenue and E Street. The subject property is
located at 201 Third Avenue (APN 568-071-01)
and totals approximately 11,454 square feet in
area.
ATTACHMENT H
Existing Uses & Ownership
The site is currently vacant, and was formerly a
gasoline service station. The City of Chula Vista
Redevelopment Agency currently holds title of the property. The approved General Plan
Update land use designation for the site is Retail Commercial, and the zone designation is
Central Business Zone (C-B), respectively. Surrounding land uses include miscellaneous
commercial retail, service, and office uses.
UCSP
The pending Urban Core Specific Plan currently proposes m.ixed-use land use designations
within the subdistrict that includes the intersection of Third Avenue and E Street.
Developer Qualification & Owner Participation Process
The Agency received an unsolicited proposal from Avion Development LLC for the
redevelopment of the Property. The Agency conducted an Initial Project Analysis (lPA) of
the development proposal and determined that Avion was qualified to plan, design, and
develop the Property. The Redevelopment Agency entered into an ENA with the
d -0:;. 0
ATTACHMENT H
Developer in July 2005. Since that time, the Developer has completed important
predevelopment activities and is poised to continue the public dialogue and development
of the proiect.
Developer Profile & Qualifications
Avion is an experienced developer of mixed-use urban infill projects in the San Diego area,
including One Library Circle, Santa Fe 6, 17th & G, Smart Corner (Park Blvd. & Broadway),
and 15th & Market. Avion is qualified to develop the subject property at a scale and
intensity as conceptualized in the project proposal.
CVRC-Developer Partnership
In addition to their experience and depth as an urban residential developer in San Diego
County, Avion is composed of a small and very close development team that has
emphasized their desire and commitment to creating close partnerships with staff, the
CVRC, and the community to create product types and designs that complement the
character and charm of Chula Vista's downtown village.
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P EVE l C ? MEN T
THIRD AVENUE AND G STREET NORTHWEST
General Location Description
Third Avenue and G Street is a key intersection
located in the heart of .Chula Vista's downtown
business district and "the Village" vision area of the
Urban Core Specific Plan. Third Avenue is a major
transportation corridor and commercial district.
Development at this intersection would facilitate
redevelopment of the Urban Core, attract and
encourage private investment along Third Avenue,
and enhance the Third Avenue business district from
a physical, aesthetic, and economic standpoint.
Intergulf-Mar (Park) LLC are interested in developing
a project on the west side of Third Avenue between
G Street and Park Way. The subject property
includes 380 Third Avenue (APN 568-300-46) and
314 Park Way (APN 568-300-15), which total
41,097 square feet in area.
ATIACHMENT I
Existing Uses & Ownership
The site is currently developed with an office
building, which houses the offices of the Social
Security Administration, and retail space, which
includes a Dominoes Pizza. Intergulf-Mar (Park) LLC
currently holds title to the property. The approved General Plan land use designation for
the site is Retail Commercial, and the zone designation is Central Business Zone (C-B),
respectively. Surrounding land uses include miscellaneous commercial retail, service, and
office uses of the downtown village, multi-family residential to the west, and Memorial Park
to the north.
UCSP
The pending Urban Core Specific Plan proposes mixed-use land use designations within
the subdistrict that includes the intersection of Third Avenue and G Street.
Developer Profile & Qualifications
The Agency received an unsolicited proposal from Intergulf-Mar (Park) LLC for the
redevelopment of the Property and adjacent public right-of-way (alley). The Agency
conducted an initial analysis of the development proposal and determined that the
developer was qualified to plan, design, and develop the Property. The Redevelopment
Agency entered into an ENA with the Developer in July 2005. Since that time, the
02 -07. ~
ATTACHMENT I
Developer has completed important predevelopment activities and is poised to continue
the public dialogue and development of the praject.
Developer Profile, History, and Qualifications
Intergulf Development Group has become one of North America's leading development
companies, building on decades of successful operations in Canada and California, and
now expanding to other states. Intergulf develops low-rise, mid-rise, and high-rise
residential projects, including condominiums and mixed-use developments incorporating
retai I and office space.
Notable completed Intergulf projects in the San Diego region include:
o LAVITA (San Diego)
304 condominium high-rise development
Construction Period: 2002-2004
o TREO AT KETTNER (San Diego)
330 condominium high-rise development
Construction Period: 2000-2002
Notable current Intergulf projects in the San Diego region include:
o ALlCANTE (San Diego)
95 condominium high-rise development
Construction Period: 2004-2006
o BREZZAAT NORTH EMBARCADERO (San Diego)
174 condominium high-rise development
Construction Period: 2005-2007
o PALAZZO (La Jolla)
30 luxury town homes and condominiums of 1500 to 2800 s.f.
o CITYSCAPE (San Diego)
500 condominium high-rise development
Construction Period: 2005-2008
CVRC-Developer Partnership
In addition to their experience and depth as an urban residential developer in San Diego
County, Intergulf-Mar (Park) LLC are composed of a diverse and experienced development
team that have emphasized their desire and commitment to creating close partnerships with
staff, the CVRC, and the community to create product types and designs that complement
the character and charm of Chula Vista's downtown village.
c2 -.;2, 3
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RESOLUTION NO.
RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION
APPROVING AN EXCLUSIVE NEGOTIATING AGREEMENT WITH
LENNAR HOMES OF CALIFORNIA, INC. AND INTERGULF
DEVELOPMENT GROUP FOR DEVELOPMENT OF THE PROPERTY
KNOWN AS THE E STREET TRANSIT VILLAGE
WHEREAS, it is the role and responsibility of the Redevelopment Agency of the City of Chula Vista
("Agency") to promote economic vitality, create market confidence, encourage environmental health and
remediation, create public benefits and amenities, and facilitate the development, reconstruction, and
rehabilitation of residential, commercial, industrial, and retail uses; and
WHEREAS, an Exclusive Negotiating Agreement ("ENA") is an important redevelopment tool to the
Agency to establish a legal and contractual framework for negotiations and provide a defined timeline for
completion of predevelopment activities with a developer about a potential redevelopment project; and
WHEREAS, Lennar Homes of California, Inc. and Intergulf Development Group and ("Developer")
is interested in developing a project at 707 F Street, known as the E Street Transit Village ("Property"),
located in the Agency's Town Centre II Redevelopment Project Area; and
WHEREAS, the Redevelopment Agency has ownership of Property and issued a Request for
Qualifications to develop Property in accordance with all applicable plans and policies of the City of
Chula Vista and the Redevelopment Agency; and;
WHEREAS, staff has determined that Developer is qualified to design and develop a high quality
project at the proposed development site that is consistent with the goals of the Agency's adopted
Redevelopment Plan for the Town Centre II Redevelopment Project Area; and
WHEREAS, the Chula Vista Redevelopment Corporation ("CVRC") became a legal entity on June
15, 2005, and became operational on February 23, 2006; and
WHEREAS, all obligations of the Agency were automatically assigned to the CVRC upon it
becoming operational; and
WHEREAS, it is in the interest of the Chula Vista Redevelopment Agency and the City of Chula
Vista for the Chula Vista Redevelopment Corporation to execute and enter into an ENA with Developer for
the proposed development site based on Developer's qualifications; and
WHEREAS, approval of the ENA is exempt from the California Environmental Quality Act ("CEQA")
pursuant to Section 15061 (b)(3) of the State CEQA Guidelines; and
WHEREAS, state law and locally-adopted owner participation rules provide for the extension of
owner participation rights to all property owners who would be affected by the proposed development;
and
WHEREAS, no owner participation process is required as the Property is owned by Developer or
Agency.
2-24
Page 2
CVRC Resolution No.
NOW THEREFORE BE iT RESOLVED that the Chula Vista Redevelopment Corporation does hereby
approve the Exclusive Negotiating Agreement with Lennar Homes of California, inc. and Intergulf
Development Group for potential development of a real estate project known as the E Street Transit Village
and authorizes the Chair to execute said Agreement.
PRESENTED BY
APPROVED AS TO FORM BY
Dana M. Smith
Director of Community Development
Ann Moore
General Counsel
2-25
EXCLUSIVE NEGOTIATING AGREEMENT
This Exclusive Negotiating Agreement ("Agreement"), dated as of this _day
of , 2006 ("Effective Date"), is made by and between the Chula Vista
Redevelopment Corporation on behalf of the City of Chula Vista Redevelopment
Agency, a California public body, corporate and politic ("Agency"), Lennar Homes of California,
Inc., a California corporation and Intergulf Development Group, a California corporation
("Developer"), with reference to the following facts:
RECITALS
In furtherance of the objectives of the California Community Redevelopment Law, the
Agency has undertaken a program for the redevelopment of certain areas within the City of Chula
Vista ("City"), and in connection therewith is undertaking and carrying out activities for
redevelopment in the Town Center II Redevelopment Project Area ("Project Area") pursuant to and
in furtherance of the redevelopment plan for the Project Area ("Redevelopment Plan").
To assist in the carrying out of planning and redevelopment activities the City of Chula
Vista created the Chula Vista Redevelopment Corporation ("CVRC"). Pursuant to Chula Vista
Municipal Code Section 2.52, the CVRC is authorized to enter into this Agreement on behalf of the
Redevelopment Agency.
The subject matter of this Agreement concerns that certain real property located within
the Project Area as depicted on Exhibit" A" attached hereto ("Property"). The Property is located at
707 F Street, Chula Vista CAPN # 5670312700 (5.92 acres).
The Developer is proposing to develop a mixed-use project possibly including
residential, retail, office and/or visitor/hospitality services ("Project") and desires to negotiate a
Disposition and Development Agreement ("DDA") with the Agency.
After a competitive selection process, the Agency selected the Developer as the entity
with wh ich to negotiate terms for an agreement for development of the property Therefore, the
Agency desires to enter into this Agreement with the Developer with the objective of determining
the feasibility of the proposed project and consideration of entering into a mutually acceptable
DDA for the development of the Property consistent with the terms and conditions of this
Agreement at the earliest practical date.
The Developer anticipates that, following execution of this Agreement and through the
period of negotiation and preparation of a DDA with respect to the Project, it will devote
substantial time and effort in preparing plans, preparing project proformas, contacting financial
institutions, engaging appropriate consultants, and meeting with the City and various other
necessary third parties in connection with the proposed Project, and in negotiating and preparing a
DDA consistent with the basic terms and mutual understandings established in this Agreement.
The CVRC and the Developer ("Parties") desire to enter into this Agreement in order to set
forth the rights and duties of the Parties during the term of the Exclusive Negotiation Period (as
1
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defined in Section 2) subject to the Owner Participation rules and regulations established for the
Project Area.
Now, therefore, the Parties mutually agree as follows:
1. Good Faith Negotiations
A. Agency and Developer agree (for the period stated below) to negotiate in good faith
pursuant to the terms of this Agreement a DDA or other form of agreement or agreements to be
entered into between the Agency and Developer concerning the purchase and development of the
Property. Agency agrees not to negotiate with any other person or entity regarding development of
the Property without the prior written consent of Developer. Said consent shall not be
unreasonably withheld. Nothing in this Agreement shall be deemed a covenant, promise or
commitment by Agency, the City of Chula Vista, or any agency of the City, with respect to the
acquisition of property or the approval of development. Agency's acceptance of this Agreement is
merely an agreement to enter into a period of exclusive negotiations according to the terms hereof,
reserving final discretion and approval by Agency as to any actions required of it.
B. Notwithstanding the foregoing, if the Property incorporates parcels not under
Agency or Developer control, Developer acknowledges that Agency may receive from time to
time, unsolicited alternative proposals for the development of the Property, and Agency reserves
the right to conduct a preliminary evaluation and factor in alternative proposals when considering
whether or not to approve, and/or the terms and conditions upon which to approve, final
agreements with Developer for the actual disposition and development of the Property. Agency
shall endeavor to notify Developer within ten days after receiving an unsolicited alternative
development proposal for all or any portion of the Property. In the event an unsolicited proposal is
received, Developer reserves the right to submit an alternative proposal to match or improve upon
the terms and conditions of the unsolicited alternative.
2. Exclusive Negotiation Period
A. "Exclusive Negotiation Period" shall mean the Initial Negotiation Period and, if
applicable, the Extended Negotiation Period.
B. Agency and Developer agree to negotiate for an initial period of 545 days which
shall commence on the Effective Date unless earlier terminated in accordance with the provisions
hereof ("'nitial Negotiation Period").
C. If, upon the expiration of such Initial Negotiation Period, the Parties have not each
approved and executed a DDA, then the Executive Director, in his sole discretion, on behalf of the
Agency, is authorized to extend the term of this Agreement for up to an additional period of 180
days ("Extended Negotiation Period") provided that at the end of the Initial Negotiation Period, the
Agency has not exercised its right to terminate as herein provided, the Developer is in full
compliance with all terms and conditions hereof, the Developer concurs with such extension of the
Exclusive Negotiation Period, and the Executive Director has determined that there is a reasonable
likelihood that the Developer will agree to terms and conditions for the development of the Project
on the Property required for the development of the Project that Agency staff will be able to
recommend to Agency prior to the expiration of the Extended Negotiation Period.
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D. If, after expiration of the Initial Negotiation Period, or after the Extended Negotiation
Period if this Agreement is extended, the Parties have not each approved and executed a DDA,
then this Agreement shall automatically terminate and Developer shall have no further rights
regarding the subject matter of this Agreement or the Property, and Agency shall be free to
negotiate with any other persons or entities with regard to the Property.
3. Obligations of Developer
A. Schedule
Agency and Developer agree and acknowledge that all submittals required by this
Agreement shall be submitted pursuant to the timeline attached hereto as Exhibit "B." Exhibit "B"
shall include, but is not limited to, submittals of Project plans, pro forma, marketing and feasibility
studies, and evidence of financing that are required by the Agency; and commence good faith
negotiations with Agency designated prospective owner participants in the Project.
The Parties agree and acknowledge that the Executive Director shall have the
authority to reasonably modify submittal dates contained within Exhibit B provided that the Initial
Negotiation Period shall not be modified or extended except as set forth in Paragraph 2 above.
B. Development and Design Plans
During the Exclusive Negotiation Peripd, Developer shall submit development and
design plans for the Project substantially similar to the Developer's proposed project incorporated
herein and made a part hereof by this reference (Exhibit C). Developer shall also furnish such
information to Agency regarding the proposed Project as may be required by Agency to perform an
environmental review pursuant to the California Environmental Quality Act ("CEQA"). All fees and
expenses for engineers, architects, financial consultants, legal, planning or other consultants
retained by Developer to perform Developer's obligations set forth in this Agreement shall be the
sole responsibility of Developer.
Developer also acknowledges that the Project is the target of a SDG&E Innovation
Program ("Program") that will be designed to exceed the energy efficiency targets of Title 24-2006
by 30% or more while meeting the criteria of LEED-ND, the U.S. Green Building Council's
emerging rating system for sustainable neighborhoods. The Program's goal is to achieve a state-of-
the-art model infill development that will produce energy-efficient infrastructure, land uses and
structures while analyzing the risks and opportunities of this type of development.
It is anticipated that the Program will begin in January 2006 and last 36 months. Research,
energy modeling and market analysis will be conducted in Months 1-12 with deployment
scheduled from months 12-24 followed by a 12-month evaluation period. The Project will entail a
combination of green building design and placement (LEE D) and both renewable and hybrid
distribution generation and CCHP technologies.
Developer agrees to work with the Program's primary consultant, the Global Energy Center
for Community Sustainability at the Gas Technology Institute (GTI) during the research,
deployment and evaluation component of the Program.
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C. Reports, Studies and Public Participation
Developer shall make quarterly written reports to the Agency on the Developer's progress
toward meeting its obligations under this Agreement, and if requested by the Agency, Developer
shall make periodic oral progress reports on all matters and all studies being made related to the
acquisition and development of the Project and other matters under negotiation to the extent that
they do not include confidential matters. As Agency deems reasonably necessary or appropriate,
presentations may be requested at public forums to solicit input from citizens, businesses,
stakeholders and relevant interest groups.
It is anticipated the Program would require a set of stakeholder focus groups to examine the
institutional and market barriers to energy efficient development as well as the mechanisms
necessary to advance use of these alternatives.
Developer agrees to allow the Project to participate in the Program for the purpose of
creating a set of metrics and a performance monitoring and evaluation process such that the
transferability of the energy-efficient alternatives employed can be determined.
D. Fi nanci ng
Developer shall, consistent with Exhibit uB, U develop a program of financing that provides
the Agency with reasonably satisfactory evidence that financing will be available for acquisition
and development of the Property.
The Program will solicit funds and in-kind contributions from the u.S. Department of
Energy, the California Energy Commission and other sources to support Project's technology
system designs and proposed installations.
E. Deposit
Within ten (10) days after the Effective Date, Developer shall deposit with Agency $25,000
in immediately available funds (UENA Deposit"). Agency shall have the right to utilize the deposit
to conduct the Project analysis including but not limited to pay third party consultants, City staff
time (at applicable full cost recovery rates), and other reasonable costs incurred by the Agency in
conducting such analysis. As of the date of the ENA Deposit Agency will not be utilizing the ENA
Deposit to recover City staff time costs. Developer hereby acknowledges and agrees that Agency
may modify this policy and begin utilizing the ENA Deposit to recover for City staff time associated
with the processing of this Project. Agency shall provide Developer 1 O-days written notice prior to
beginning charging for City staff time.
Agency shall request additional deposits if the ENA Deposit falls below $7500 and Agency
determines further analysis is required. Agency may cease negotiations and all activities of third
party consultants until such time as ENA Deposit is replenished as reasonably requested by
Agency. Any deposit balance remaining upon the termination of the Agreement shall be returned
to Developer or shall be applied to any deposit required by a subsequent DDA.
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4. Agency Obligations and Due Diligence
A. During the Negotiation Period, the Agency shall conduct a due diligence
investigation of the Developer's ability to purchase, own and/or operate the Project in a
responsible manner. If the Agency Executive Director determines in his sole discretion that
Developer does not have the ability to successfully purchase, own, and/or manage the Project in a
responsible manner, the Agency Executive Director may terminate this Agreement by delivering
written notice thereof to Developer. Agency's due diligence efforts may include, without limitation,
the following:
1. assessment of the proposed financing and the capacity of Developer to
qualify for financing for the Project; and
2. assessment of the capacity of Developer and their principal staff to
effectively own and/or manage the Project, including the ability to carry out any ongoing
management oversight responsibilities
B. Agency agrees to cooperate with Developer in providing equity partner(s) and/or
lender(s) of Developer with appropriate and necessary information for the Developer to fulfill its
obli.gations hereunder, which information is not otherwise privileged.
C. The Agency shall also cooperate with Developer's professional consultants and
associates in providing them with any information and assistance, so far as such information is not
otherwise privileged, reasonably within the capacity of the Agency in connection. with the
preparation of the Developer's submissions to the Agency.
5. DDA
The Parties hereby acknowledge and agree that, during the Negotiation Period of this
Agreement the Parties shall use their respective good faith efforts to negotiate and enter into a DDA
which shall include (but not be limited to) the following: (I) the design of the Project by the
Developer, which design shall be subject to the approval by the Agency and/or City, (Ii) the
construction of the Project by the Developer in accordance with final plans and specifications to be
provided by the Developer and approved by the Agency and/or City, pursuant to a detailed
schedule of performance by the Developer, (Iii) the operation and management of the Project by
the Developer in a good and professional manner and subject to the covenants required by law,
(Iv) the maintenance of landscaping, buildings, and improvements in good condition and
satisfactory state of repair so as to be attractive to the community, (v) the operation of the Project by
the Developer in compliance with all equal opportunity standards established by federal, state and
local law, (vi) provision by each contractor and/or subcontractor (as the case may require and as
appropriate) performing work on the Project of the requisite performance bond and labor and
materials payment bond to assure completion of the Project free of mechanics' liens, (vii) the
Project shall be of the a quality consistent with plans and renderings provided by Developer and
approved by the Agency, (viii) the terms and conditions upon which Developer shall acquire the
parcel(s), and (Ix) the terms and conditions upon which either party may terminate the DDA (e.g.,
the discovery of environmental issues/hazardous substances on the Site, unexpected development
or construction costs, inability to acquire parcels).
5
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6. ADDITIONAL TERMS AND OBLIGATIONS
A. No Competing Development.
Developer shall not commence the construction of any parcels comprising the Property
owned or controlled by the Developer until this Agreement has been properly terminated
according to its terms or the Agency/City has approved the Project.
B. Real Estate Commissions.
Neither Agency nor Developer shall be liable for any real estate commission or brokerage
fees which may arise here from. Agency and Developer represent that they have engaged no
broker, agent or finder separately in connection with this transaction and each party agrees to
indemnify, hold harmless and defend the other against claims for commissions or fees made
through such party.
C. Each Party to Bear its Own Cost.
Each party shall bear its own costs incurred in connection with the negotiation of a DDA,
and the implementation of this Agreement, except as otherwise expressly provided herein or
expressly agreed in writing.
D. Confidentiality.
Agency and Developer recognize that disclosures made by Developer pursuant to this
Agreement may contain sensitive information and that the disclosure of such information to third
parties could impose commercially unreasonable and/or uncompetitive burdens on Developer and,
may correspondingly, diminish the value or fiscal benefit that may accrue to the Agency upon the
redevelopment of the Property by the Developer, if a future DDA is entered into by the Parties.
Developer acknowledges and agrees that Agency is a public entity with a responsibility and, in
many cases, legal obligation to conduct its business in a manner open and available to the public.
Accordingly, any information provided by Developer to Agency with respect to the Property, the
Project or Developer may be disclosed to the public either purposely, inadvertently, or as a result
of a public demand or order. With respect to any information provided that Developer reasonably
deems and identifies in writing as proprietary and confidential in nature, Agency agrees to exercise
its best efforts to keep such information confidential. In addition, if Agency determines that it is
required under applicable law to disclose any information identified by Developer as proprietary
and confidential in nature, Agency shall notify Developer at least three business days before
disclosure of such information which will provide Developer the opportunity to seek a protective
order preventing such disclosure. Notwithstanding the above, Agency's failure to provide said
notice shall not constitute a breach of this agreement or grounds for a claim or cause of action of
any nature against the Agency as a result of the release of said claimed proprietary or confidential
information. .
E. Assignment
1. Agency would not have entered into this Agreement but for Developer's unique
qualifications and experience. Therefore, Developer's rights and obligations under this Agreement
6
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may not be assigned without the prior written approval of Agency in its sole discretion.
Notwithstanding the foregoing, subject to the prior written approval of the Executive Director
,
Developer may assign its rights hereunder to a new entity comprised of the Developer for purposes
of developing the Project. Such new entity may include additional parties provided that the
Developer retains responsibility for fulfilling its obligations hereunder and Developer retains
management control and authority over the entity and the Project.
2. Upon the occurrence of any change, whether voluntary or involuntary, in
membership, ownership, management or control of the Developer (other than such changes
occasioned by the death or incapacity of any individual) that has not been approved by the
Agency, prior to the time of such change, the Agency may terminate this Agreement, without
liability, by sending written notice of termination to Developer.
3. Agency acknowledges that Intergulf and Lennar may form a third entity as the
developer of this project. Agency agrees that all rights, duties, and obligations of Developer under
or pursuant to this Agreement may be transferred or assigned, without the approval or consent of
the Agency, to a partnership or limited liability company in which Lennar and I ntergu If are the sole
members. Developer will provide written notification of the assignment and assumption by the
new entity to Agency.
F. Nondiscrimination
Developer shall not discriminate against nor segregate any person, or group of persons on
account of race, color, creed, religion, sex, marital status, disability, national origin or ancestry in
undertaking its obligations under this Agreement.
G. Owner Participation Requirements
This Agreement and the obligations of the Parties set forth herein are subject to the
applicable Owner Participation rules and regulations established for the Project Area and California
Community Redevelopment Law.
H. Entry Perm it
During the Initial Negotiation Period, and Extended Negotiation Period if authorized,
representatives of Developer shall at all reasonable times have the right of access to and entry upon
the Property for the purpose of obtaining data relevant to its development process and making
surveys and tests necessary to carry out this Agreement. Developer agrees to defend, protect,
indemnify and hold Agency, City and their respective officers, employees, Developers and agents,
harmless from and against any and all claims, liability, loss, damage, costs or expenses (including
reasonable attorneys' fees and court costs) arising out of any work or activity of Developer, its
officers, employees, contractors and agents permitted pursuant to this Agreement. This provision
shall survive the termination of this Agreement.
Prior to entering the Property and throughout the Negotiation Period, Developer must
procure insurance against claims for injuries to persons or damages to property that may arise from
or in connection with the performance of the work under this Agreement and the results of that
7
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work by the Developer, his agents, representatives, employees or subcontractors and provide
documentation of same. (the "Insurance Requirements").
I. Insurance Requirements
Minimum Scope of Insurance
Coverage must be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence Form
CG0001)
2. Insurance Services Office Form Number CA 0001 covering Automobile Liability, code1
(any auto).
3. Workers' Compensation insurance as required by the State of California and Employer's
Liability Insurance.
Minimum Limits of Insurance
Developer must maintain limits no less than:
1. General Liability:
(Including operations,
products and completed
operations, as applicable.)
2. Automobile Liability:
3. Workers' Compensation
Employer's Liability:
$1,000,000 per occurrence for bodily injury, personal injury
and property damage. If Commercial General Liabil ity
insurance with a general aggregate limit is used, either the
general aggregate limit must apply separately to this
project/location or the general aggregate limit must be twice
the required occurrence limit.
$1,000,000 per accident for bodily injury and property
damage.
Statutory
$1,000,000 each acci dent
$1,000,000 disease-policy limit
$1,000,000 disease-each employee
Deductibles and Self.lnsured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the
option of the City, either the insurer will reduce or eliminate such deductibles or self-insured
retentions as they pertain to the City, its officers, officials, employees and volunteers; or the
Developer will provide a financial guarantee satisfactory to the City guaranteeing payment of losses
and related investigations, claim administration, and defense expenses.
Other Insurance Provisions
The general liability, automobile liability, and where appropriate, the worker's compensation
policies are to contain, or be endorsed to contain, the following provisions:
8
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1. The City of Chula Vista, its officers, officials, employees, agents, and volunteers are
to be named as additional insureds with respect to liability arising out of
automobiles owned, leased, hired or borrowed by or on behalf of the Developer,
where applicable, and, with respect to liability arising out of work or operations
performed by or on behalf of the Developer including providing materials, parts or
equipment furnished in connection with such work or operations. The general
liability additional insured coverage must be provided in the form of an
endorsement to the Developer's insurance using ISO CG 2010 (11/85) or its
equivalent. Specifically, the endorsement must not exclude Products / Completed
Operations coverage.
2. The Developer's insurance coverage must be primary insurance as it pertains to the
City, its officers, officials, employees, agents, and volunteers. Any insurance or self-
insurance maintained by the City, its officers, officials, employees, or volunteers is
wholly separate from the insurance of the Developer and in no way relieves the
Developer from its responsibility to provide insurance.
3. Each insurance policy required by this clause must be endorsed to state that
coverage will not be canceled by either party, except after thirty (30) days' prior
written notice to the City.
4. Coverage shall not extend to any indemnity coverage for the active negligence of
the additional insured in any case where an agreement to indemnify the additional
insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code.
5. Developer's insurer will provide a Waiver of Subrogation in favor of the City for
each required policy providing coverage during the life of this contract.
Acceptability of Insurers
Insurance is to be placed with licensed insurers admitted to transact business in the State of
California with a current A.M. Best's rating of no less than A V. If insurance is placed with a
surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines
Insurers (LESlI) with a current A.M. Best's rating of no less than A X. Exception may be made for
the State Compensation Fund when not specifically rated.
Verification of Coverage
Developer shall furnish the City with original certificates and amendatory endorsements effecting
coverage required by this clause. The endorsements should be on insurance industry forms,
provided those endorsements conform to the contract requirements.
All certificates and endorsements are to be received and approved by the City before work
commences. The City reserves the right to require, at any time, complete, certified copies of all
required insurance policies, including endorsements evidencing the coverage required by these
specifications.
Subcontractors
Developer must include all subcontractors as insureds under its policies or furnish separate
certificates and endorsements for each subcontractor. All coverage for subcontractors are subject
to all of the requirements included in these specifications.
9
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7. RETENTION OF DISCRETION
A. By its execution of this Agreement, Agency is not committing itself or agreeing to
undertake any adivity requiring the subsequent exercise of discretion by Agency or City, or any
department thereof including, but not limited to, the approval and execution of a DDA; the
proposal, amendment, or approval of any land use regulation governing the Property; the provision
of financial assistance for the development of any public or private interest in real property; the
authorization or obligation to use the Agency's eminent domain authority; or, any other such
adivity.
B. Consideration of Entitlements and Policy Documents. Developer understands and
agrees that the Agency and City, in their respedive legislative roles, reserve the right to exercise
their discretion as to all matters which the Agency and City are by law entitled or required to
exercise such discretion, including but not limited to, Entitlements for the development of the
Property and adoption of any amendments to policy documents (including the General Plan and
Redevelopment Plans). In addition, Developer understands and agrees that the Entitlements and
any other documents shall be subjed to and brought to the Agency or City, as appropriate, for
consideration in accordance with applicable legal requirements, including laws related to notice,
public hearings, due process and the California Environmental Quality Ad.
C. Developer acknowledges that any plans processed for the Property will be based
upon the current General Plan and Zoning Code of the City. Additionally, Developer
acknowledges that the City is processing an Urban Core Specific Plan ("UCSP"), which includes
the Property. Developer further acknowledges and agrees that the City may consider a number of
development alternatives for the Property for consideration by the City Counci I as part of City's
UCSP process. Developer agrees and acknowledges that the processing and/or adoption of this
plan by the City is not a consideration in its proceeding with this Agreement or the proposed
Projed and Developer may need to request amendments to the General Plan or, if approved,
UCSP. The UCSP is a legislative adion and this Agreement does not limit or in any way interfere
with the City Council's ability to exercise its discretionary authority as it relates to this or any other
legislative adions. The exercise of the City's legislative discretion shall not form the basis of breach
of this Agreement, express or implied, or any other claims against the City.
D. Consideration by the Agency of the final Projed as contained in the DDA. This
Agreement does not constitute a disposition of property or exercise of control over property by
Agency and does not require a public hearing. Agency execution of this Agreement is merely an
agreement to enter into a period of exclusive negotiations according to the terms hereof, reserving
final discretion and approval by Agency as to any proposed DDA and all proceedings and
decisions in connedion therewith. The parties understand that Agency has the complete and
unfettered discretion to rejed a DDA without explanation or cause. The risk of loss of all
processing, design and developmental costs incurred by the Developer prior to DDA approval
shall be absorbed entirely by Developer except unless expressly assumed, by the terms of this
Agreement by the Agency. As to any matter which the Agency may be required to exercise its
unfettered discretion in advancing the Projed to completion, nothing herein shall obligate the
Agency to exercise its discretion in any particular manner, and any exercise of discretion reserved
10
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hereunder or required by law, shall not be deemed to constitute a breach of Agency duties under
this agreement.
8. TERMINATION RIGHTS
Notwithstanding the Initial or Extended Negotiating Periods hereinabove set forth, either
party may terminate this Agreement if the other party has materially defaulted in its obligations
herein set forth, and the terminating party has provided defaulting party with written notification of
such determination, and the defaulting party has refused to cure same. The written notification
shall set forth the nature of the actions required to cure such default if curable. Defaulting party
shall have 15 days from the date of the written notification to cure such default. If such default is
not cured within the 15 days, the termination shall be deemed effective. Any failure or delay by a
party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any
default or of any rights or remedies associated with a default. Each party shall also have the right to
terminate this Agreement in the event that Agency or Developer determines that (a) the Project is
infeasible or not in the public interest; or (b) the parties reach an impasse in their negotiation of the
DDA which cannot be resolved after good faith efforts.
9. GENERAL PROVISIONS
A. Address for Notice.
Developer's Address for Notice:
Jon Spelke
Director of Acquisition
Lennar Homes of California, Inc.
701 B Street, Suite 1400
San Diego, CA 92101
Telephone: (619) 236-3119
Fax: (619) 236-3101
Joe H. Werner
Chief Operating Officer
Intergulf
5040 Shoreham Place, Suite 100
San Diego, CA 92122
Telephone: (858) 875-5999
Fax: (858) 875-5989
Agency's Address for Notice:
Redevelopment Agency of the City of Chula Vista
Community Development Department
276 Fourth Avenue
Chula Vista, CA 91910
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Attn: Director of Community Development
Telephone: (619) 691-5047
Fax: (619) 476-5310
Copy to: City Attorney
B. Authority.
Each party represents that it has full right, power and authority to execute this Agreement
and to perform its obligations hereunder, without the need for any further action under its
governing instruments, and the parties executing this Agreement on the behalf of such party are
duly authorized agents with authority to do so.
C. Counterparts.
This Agreement may be executed in multiple copies, each of which shall be deemed an
original, but all of which shall constitute one Agreement after each party has signed such a
counterpart.
D. Entire Agreement.
This Agreement together with all exhibits attached hereto and other agreements expressly
referred to herein, constitutes the entire Agreement between the parties with respect to the subject
matter contained herein. All prior or contemporaneous agreements, understandings,
representations, warranties and statements, oral or written, are superseded.
E. Further Assurances.
The parties agree to perform such further acts and to execute and del iver such additional
documents and instruments as may be reasonably required in order to carry out the provisions of
this Agreement and the intentions of the parties.
F. No Third Party Beneficiaries.
There are no other parties to this Agreement, express or implied, direct or indirect. Agency
and Developer acknowledge that it is not their intent to create any third party beneficiaries to this
Agreement.
G. Exclusive Remedies.
1. In the event of default by either party to this Agreement, the parties shall have the
remedies of specific performance, mandamus, injunction and other equitable remedies. Neither
party shall have the remedy of monetary damages against the other; provided, however, that the
award of costs of litigation and attorneys' fees shall not constitute damages based I.!pon breach of
this Agreement where such an award is limited to reasonable costs of litigation incurred by the
Parties.
2. Each party acknowledges that it is aware of the meaning and legal effect of
California Civil Code Section 1542, which provides:
12
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A general release does not extend to claims which the creditor does not know or suspect to
exist in his favor at the time of executing the release, which if known by him would have
materially affected his settlement with debtor.
California Civil Code Section 1542 notwithstanding, it is the intention of the Parties to be
bound by the limitation on damages and remedies set forth in this Section 7G, and the Parties
hereby release any and all claims against each other for monetary damages or other legal or
equitable relief related to any breach of this Agreement, whether or not any such released claims
were known to either of the Parties as of the date of this Agreement. The Parties each waive the
benefits of California Civil Code Section 1542 and all other statutes and judicial decisions of
similar effect with regard to the limitations on damages and remedies and waivers of any such
damage and remedies contained in this Section 7G.
H. Indemnity.
Developer shall indemnify, protect, defend and hold harmless Agency, its elected officials,
employees and agents from and against any and all challenges to this Agreement, or any and all
losses, liabilities, damages, claims or costs (including attorneys' fees) arising from Developer's
negligent acts, errors, or omissions with respect its obligations hereunder or the Property,
excluding any such losses arising from the sole negligence or sole willful misconduct of Agency or
the conduct of third parties outside the control of the Developer. This indemnity obligation shall
survive the termination of this Agreement. Notwithstanding the foregoing, in the event of a third
party challenge to the validity of this Agreement, Developer shall have the option to terminate this
Agreement in lieu of its indemnity obligation.
I. Time is of the Essence.
Time is of the essence for each of Developer's obligations under this Agreement.
[NEXT PAGE IS SIGNATURE PAGE]
13
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Signature Page
To
Exclusive Negotiating Agreement
IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date set forth above, thereby Indicating the consent of their principals.
CHULA VISTA
REDEVELOPMENT CORPORATION
By:
Steven C. Padilla
Chair
By:
~
Date:
Date:
5lr/Ob
, I
APPROVED AS TO FORM:
INTERGULF DEVELOPMENT GROUP
A California Corporation
By:
By:
Joe Werner
Chief Operating Officer
Ann Moore
General Counsel
Date:
Date:
AlTEST:
Susan Bigelow
City Clerk
2-39
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o 0.025 0.05
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0.15
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.
Merged Bayfront I Town Centre I
Project Area
Merged Chula Vista
Project Area 2 40
o
E Street Transit Village
Lennar-Intergulf
EXHIBIT 'B'
Exclusive Negotiating Agreement Timeline
Pre-submittal Meeting
#1
Public Workshop #1
Pre-submittal meeting
#2
Site Plans &
Elevations
Initial Pro Forma
Project Development
Schedule
Publ ic Workshop #2
& Conceptual Plan
Approval
CEQA Review
Draft DDA
Market Study
Site Adequacy
Agency to issue a Preliminary Title Report on the subject Property to the Developer.
Within 30 Oays ofOCSP Adoption
Coordination with City Departments on initial project submittal to address issues and
objectives as preparation for Public Workshop #1.
Within 90 Days of UCSP Adoption
Pre-design workshop to gather input from the public and stakeholders on the design
parameters and framework for the subject Property.
Within 120 Days of UCSP Adoption
Developer and Agency or CVRC review public and stakeholder comments from
Public Workshop #1.
Within 180 Days of UCSP Adoption
Based on pre-design review with staff, financial feasibility, and public input received
at Public Workshop #1, Developer submits preliminary site plans and elevations.
Concurrent with site plans and elevations, Developer submits initial pro forma
eval uations for the proposed development.
Projected timeline and schedule for the construction of the proposed development.
Within 210 Days of UCSP Adoption
Workshop to present proposed development plans. Agency, CYRC or Design
Committee grants conceptual plan approval at or immediately following Workshop
#2.
Within 270 - 300 Days of UCSP Adoption
Public review period for environmental document once project design is complete.
Agency or CVRC to deliver draft DDA to Developer.
Forecast of regional and local real estate market conditions and anticipated
performance of proposed product types.
Developer shall provide written determination of whether the subject Property is
physically suitable for development taking into account regulatory and environmental
conditions that are deemed relevant.
Within 330 - 3&0 Days of UCSP Adoption
Final Site Plans and Final site plans and elevations.
Elevations
Final Pro Forma Revisions based on revised site plans and elevations.
Revised Market Study Finalize market study with any updates or revisions.
Within 3&0 - 390 Days of UCSP Adoption
Development Partners Identification of investment partners and development entity.
and Organizational
Documents
1
2-41
CYRC Presentation
With!nj90~~2~Da~C6(UCSP
Presentation of development proposal and DDNOPA for review and consideration.
CYRC adopts advisory recommendations for Agency and/or Council consideration.
Presentation of development proposal and DDNOPA to Agency and/or Council for
final review and consideration.
Redevelopment
Agency / City Council
2
2-42
RESOLUTION NO.
RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION
APPROVING AN EXCLUSIVE NEGOTIATING AGREEMENT WITH PUBLIC
,
A CALIFORNIA GENERAL PARTNERSHIP, FOR DEVELOPMENT OF THE
CHURCH AND MADRONA NORTHWEST SITE
WHEREAS, it is the role and responsibility of the Redevelopment Agency of the City of Chula Vista
(' Agency') to promote economic vitality, create market confidence, encourage environmental health and
remediation, create public benefits and amenities, and facilitate the development, reconstruction, and
rehabilitation of residential, commercial, industrial, and retail uses; and
WHEREAS, an Exclusive Negotiating Agreement ('ENN) is an important redevelopment tool to the
Agency to establish a legal and contractual framework for negotiations and provide a defined timeline for
completion of predevelopment activities with a developer about a potential redevelopment project; and
WHEREAS, Public, A California General Partnership, {'Developer'} is interested in developing a
project known as the Church and Madrona Northwest site ('Property'), located in the Agency's Town
Centre I Redevelopment Project Area located within the Urban Core; and
WHEREAS, the Redevelopment Agency has ownership of Property and the Developer has
submitted a proposal that is consistent with all applicable plans and policies of the City of Chula Vista and
the Redevelopment Agency; and;
WHEREAS, staff has determined that Developer is qualified to design and develop a high quality
project at the proposed development site that is consistent with the goals of the Agency's adopted
Redevelopment Plan for the Town Centre I Redevelopment Project Area; and
WHEREAS, the Chula Vista Redevelopment Corporation ('CVRC*) became a legal entity on June
15,2005, and became operational on February 23, 2006; and
WHEREAS, all obligations of the Agency were automatically assigned to the .CVRC upon it
becoming operational; and
WHEREAS, it is in the interest of the Chula Vista Redevelopment Agency and the City of Chula
Vista for the Chula Vista Redevelopment Corporation to execute and enter into an ENA with Developer for
the proposed development site based on Developer's qualifications; and
WHEREAS, approval of the ENA is exempt from the California Environmental Quality Act ('CEQA*)
pursuant to Section 15061 (b)(3) of the State CEQA Guidelines; and
WHEREAS, state law and locally-adopted owner participation rules provide for the extension of
owner participation rights to all property owners who would be affected by the proposed development;
and
WHEREAS, no owner participation process is required as the Property is owned by Developer or
Agency.
2-43
Page 2
CVRC Resolution No.
NOW THEREFORE BE IT RESOLVED that the Chula Vista Redevelopment Corporation does hereby
approve the Exclusive Negotiating Agreement with Public, a California General Partnership, for potential
development of a real estate project known as Church and Madrona Northwest and authorizes the Chair to
execute said Agreement. .
PRESENTED BY
APPROVED AS TO FORM BY
Dana M. Smith
Director of Community Development
Ann Moore
General Counsel
2-44
EXCLUSIVE NEGOTIATING AGREEMENT
This Exclusive Negotiating Agreement ("Agreement"), dated as of this 11~ day of May,
2006 ("Effective Date"), is entered into by the Chula Vista Redevelopment Corporation ("CVRC")
on behalf of the City of Chula Vista Redevelopment Agency, a public body, corporate and politic
("Agency") and Public, a California General Partnership ("Developer"), with reference to the
following facts:
RECITALS
In furtherance of the objectives of the California Community Redevelopment Law,
the Agency has undertaken a program for the redevelopment of certain areas within the City of
Chula Vista ("City"), and in connection therewith is undertaking and carrying out activities for
redevelopment in the Town Centre I Redevelopment Project Area ("Project Area") pursuant to
and in furtherance of the redevelopment plan for the Project Area ("Redevelopment Plan").
To assist in the carrying out of planning and redevelopment activities the City of
Chula Vista created the Chula Vista Redevelopment Corporation ("CVRC"). Pursuant to Chula
Vista Municipal Code Section 2.52, the CVRC is authorized to enter into this Agreement on
behalf of the Redevelopment Agency.
The subject matter of this Agreement concerns that certain real property located
within the Project Area as depicted on Exhibit "A" hereto ("Property"). The 0.21-acre, Agency-
owned Property is located at 354 Church Avenue.
The Developer is proposing to develop ten (10) residential for-sale homes
("Project") and desires to negotiate a Disposition and Development Agreement ("DDA") with the
Agency.
Agency has received an unsolicited proposal for the redevelopment of the
Property from a qualified and interested developer. Therefore, the Agency desires to enter
into this Agreement with the Developer with the objective of determining the feasibility of the
proposed project and consideration of entering into a mutually acceptable DDA for the
development of the Property consistent with the terms and conditions of this Agreement at the
earliest practical date.
The Developer anticipates that, following execution of this Agreement and
through the period of negotiation and preparation of a DDA with respect to the Project, it
will devote substantial time and effort in preparing plans, preparing project proformas,
contacting financial institutions, engaging appropriate consultants, and meeting with the City
and various other necessary third parties in connection with the proposed Project, and in
negotiating and preparing a DDA consistent with the basic terms and mutual understandings
established in this Agreement.
The CVRC and the Developer ("Parties") desire to enter into this Agreement in order to
set forth the rights and duties of the Parties during the term of the Exclusive Negotiating Period
subject to the Owner Participation rules and regulations established for the Project Area.
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Now, therefore, the Parties mutually agree as follows:
1. Good Faith Negotiations
A. Agency and Developer agree (for the period stated below) to negotiate in
good faith pursuant to the terms of this Agreement a DDA or other form of agreement or
agreements to be entered into between the Agency and Developer concerning the purchase
and development of the Property. Agency agrees not to negotiate with any other person or
entity regarding development of the Property without the consent of Developer. Nothing in
this Agreement shall be deemed a covenant, promise or commitment by Agency, the City
of Chula Vista, or any agency of the City, with resped to the acquisition of property or the
approval of development. Agency's acceptance of th is Agreement is merely an agreement
to enter into a period of exclusive negotiations according to the terms hereof, reserving
final discretion and approval by Agency as to any actions required of it.
B. Notwithstanding the foregoing, Developer acknowledges that Agency may
receive from time to time, unsolicited alternative proposals for the development of the
Property, and Agency reserves the right to conduct a preliminary evaluation and factor in
alternative proposals when considering whether or not to approve, and/or the terms and
conditions upon which to approve, final agreements with Developer for the actual
disposition and development of the Property. Agency shall endeavor to notify Developer
within ten days after receiving an unsolicited alternative development proposal for all or
any portion of the Property. In the event an unsolicited proposal is received, Developer
reserves the right to submit an alternative proposal to match or improve upon the terms and
conditions of the unsol icited alternative.
2. Negotiation Period
A. Agency and Developer agree to negotiate for an initial 300 days which shall
commence on the Effective Date unless earlier terminated in accordance with the
provisions hereof ("Initial Negotiation Period").
B. If, upon the expiration of such Initial Negotiation Period, the Parties have
not each approved and executed a DDA, then the Executive Director, in his sole discretion,
on behalf of the Agency, is authorized to extend the term of this Agreement for up to an
additional 90 days ("Extended Negotiation Period") provided that at the end of the In itial
Negotiation Period, the Agency has not exercised its right to terminate as herein provided,
the Developer is in full compliance with all terms and conditions hereof, the Developer
concurs. with such extension of the negotiation period, and the Executive Director has
determined that there is a reasonable likelihood that the Developer will agree to terms and
conditions for the development of the Project on the Property required for the development
of the Project that Agency staff will be able to recommend to Agency prior to the expiration
of the Extended Negotiation Period.
C. If, after expiration of the Initial Negotiation Period, or after the Extended
Negotiation Period if this Agreement is extended, the Parties have not each approved and
executed a DDA, then this Agreement shall automatically terminate and Developer shall
have no further rights regarding the subject matter of this Agreement or the Property, and
Agency shall be free to negotiate with any other persons or entities with regard to the
Property.
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3. Obligations of Developer
A. Schedule
Agency and Developer agree and acknowledge that all submittals required
by this Agreement shall be submitted pursuant to the timeline attached hereto as Exhibit
"B." Exhibit "B" shall include, but is not limited to, submittals of Project plans, pro forma,
marketing and feasibility studies, and evidence of financing that are required by the
Agency; and commence good faith negotiations with Agency designated prospective owner
participants in the Project.
B. Development and Design Plans
During the negotiation period, Developer shall submit development and
design plans for the Project substantially similar to the Developer's proposed project
incorporated herein and made a part hereof by this reference (Exhibit C). Developer shall
also furnish such information to Agency regarding the proposed project as may be required
by Agency to perform an environmental review pursuant to the California Environmental
Quality Act (CEQA). All fees and expenses for engineers, architects, financial consultants,
legal, planning or other consultants retained by Developer to perform Developer's
obligations set forth in this Agreement shall be the sole responsibility of Developer.
C. Reports, Studies and Public Participation
Developer shall make monthly written reports to the Agency on the Developer's
progress toward meeting its obligations under this Agreement, and if requested by the
Agency, Developer shall make periodic oral progress reports on all matters and all studies
being made related to the acquisition and development of the Project and other matters
under negotiation to the extent that they do not include confidential matters. As Agency
deems reasonably necessary or appropriate, presentations may be requested at public
forums to solicit input from citizens, businesses, stakeholders and relevant interest groups.
D. Financing
Developer shall, consistent with Exhibit "B: develop a program of financing that
provides the Agency with reasonably satisfactory evidence that financing will be available
for acquisition and development of the Property.
E. Deposit
Within ten (10) days after the Effective Date, Developer shall deposit with Agency
$25,000.00 in immediately available funds ("ENA Deposit"). Agency shall have the right to
utilize the deposit to conduct the Project analysis including but not limited to pay third
party consultants, City staff time (at applicable full cost recovery rates), and other
reasonable costs incurred by the Agency in conducting such analysis. Agency shall request
additional deposits if the ENA Deposit is exhausted and Agency determines further analysis
is required. Agency may cease negotiations and all activities of third party consultants until
such time as ENA Deposit is replenished as reasonably requested by Agency. Any deposit
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balance remaining upon the termination of the Agreement shall be returned to Developer
or shall be applied to any deposit required by a subsequent DDA.
4. . Agency Obligations and Due Diligence
A. During the Negotiation Period, the Agency shall conduct a due diligence
investigation of the Developer's ability to purchase, own and/or operate the Project in a
responsible manner. If the Agency Executive Director determines in his sole discretion that
Developer does not have the ability to successfully purchase, own, and/or manage the
Project in a responsible manner, the Agency Executive Director may terminate this
Agreement by delivering written notice thereof to Developer. Agency's due diligence
efforts may include, without limitation, the following:
1. Assessment of the proposed financing and the capacity of Developer
to qualify for financing for the Project; and
2. Assessment of the capacity of Developer and their principal staff to
effectively own and/or manage the Project, including the ability to carry out any ongoing
management oversight responsibilities
B. Agency agrees to cooperate with Developer in providing equity partner(s)
and/or lender(s) of Developer with appropriate and necessary information for the
Developer to fulfill its obligations hereunder, which information is not otherwise
privileged.
C. The Agency shall also cooperate with Developer's professional consultants
and associates in providing them with any information and assistance, so far as such
information is not otherwise privileged, reasonably within the capacity of the Agency in
connection with the preparation of the Developer's submissions to the Agency.
5. DDA
.
The Parties hereby acknowledge and agree that, during the Negotiation Period of
this Agreement the Parties shall use their respective good faith efforts to negotiate and enter
into a DDA which shall include (but not be limited to) the following: (i) the design of the
Project by the Developer, which design shall be subject to the approval by the Agency
and/or City, (Ii) the construction of the Project by the Developer in accordance with final
plans and specifications to be provided by the Developer and approved by the Agency
and/or City, pursuant to a detailed schedule of performance by the Developer, (iii) the
operation and management of the Project by the Developer in a good and professional
manner and subject to the covenants required by law, (Iv) the maintenance of landscaping,
buildings, and improvements in good condition and satisfactory state of repair so as to be
attractive to the community, (v) the operation of the Project by the Developer in
compliance with all equal opportunity standards established by federal, state and local law,
(vi) provision by each contractor and/or subcontractor (as the case may require and as
appropriate) performing work on the Project of the requisite performance bond and labor
and materials payment bond to assure completion of the Project free of mechanics' liens,
(vii) the Project shall be of the a quality consistent with plans and renderings provided by
Developer and approved by the Agency, (viii) the terms and conditions upon which
Developer shall acquire the parcel(s), and (Ix) the terms and conditions upon which either
party may terminate the DDA (e.g., the discovery of environmental issueslhazardous
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substances on the Site, unexpected development or construction costs, inability to acquire
parcel s).
6. ADDITIONAL TERMS AND OBLIGATIONS
A. No Competing Development.
Developer shall not commence the construction of any parcels comprising the
Property owned or controlled by the Developer until this Agreement has been properly
terminated according to its terms or the Agency/City has approved the Project.
B. Real Estate Commissions.
Neither Agency nor Developer shall be liable for any real estate commission or
brokerage fees which may arise here from. Agency and Developer represent that they have
engaged no broker, agent or finder separately in connection with this transaction and each
party agrees to indemnify, hold harmless and defend the other against claims for
commissions or fees made through such party.
C. Each Party to Bear its Own Cost.
Each party shall bear its own costs incurred in connection with the negotiation of a
DDA, and the implementation of this Agreement, except as otherwise expressly provided
herein or expressly agreed in writing.
D. Confidentiality.
Agency and Developer recognize that disclosures made by Developer pursuant to
this Agreement may contain sensitive information and that the disclosure of such
information to third parties could impose commercially unreasonable and/or uncompetitive
burdens on Developer and, may correspondingly, diminish the value or fiscal benefit that
may accrue to the Agency upon the redevelopment of the Property by the Developer, if a
future DDA is entered into by the Parties. Developer acknowledges and agrees that Agency
is a public entity with a responsibility and, in many cases, legal obligation to conduct its
business in a manner open and available to the public. Accordingly, any information
provided by Developer to Agency with respect to the Property, the Project or Developer
may be disclosed to the public either purposely, inadvertently, or as a result of a public
demand or order. With respect to any information provided that Developer reasonably
deems and identifies in writing as proprietary and confidential in nature, Agency agrees to
exercise its best efforts to keep such information confidential.
In addition, if Agency determines that it is required under applicable law to disclose any
information identified by Developer as proprietary and confidential in nature, Agency shall
notify Developer at least three business days before disclosure of such information which
will provide Developer the opportunity to seek a protective order preventing such
disclosure. Notwithstanding the above, Agency's failure to provide said notice shall not
constitute a breach of this agreement or grounds for a claim or cause of action of any nature
against the Agency as a result of the release of said claimed proprietary or confidential
information.
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E. Assignment
1. Agency would not have entered into this Agreement but for Developer's
unique qualifications and experience. Therefore, Developer's rights and obligations under
this Agreement may not be assigned without the prior written approval of Agency in its sole
discretion. Notwithstanding the foregoing, subject to the prior written approval of the
Executive Director, Developer may assign its rights hereunder to a new entity comprised of
the Developer for purposes of developing the Project. Such new entity may include
additional parties provided that the Developer retains responsibility for fulfilling its
obligations hereunder and Developer retains management control and authority over the
entity and the Project.
2. Upon the occurrence of any change, whether voluntary or involuntary, in
membership, ownership, management or control of the Developer (other than such
changes occasioned by the death or incapacity of any individual) that has not been
approved by the Agency, prior to the time of such change, the Agency may terminate this
Agreement, without liability, by sending written notice of termination to Developer.
F. Nondiscrimination
Developer shall not discriminate against nor segregate any person, or group of
persons on account of race, color, creed, religion, sex, marital status, disability, national
origin or ancestry in undertaking its obligations under this Agreement.
G. Owner Participation Requirements
This Agreement and the obligations of the Parties set forth herein are subject to the
applicable Owner Participation rules and regulations established for the Project Area and
California Community Redevelopment Law.
7. RETENTION OF DISCRETION
A. By its execution of this Agreement, Agency is not committing itself or
agreeing to undertake any activity requiring the subsequent exercise of discretion by
Agency or City, or any department thereof including, but not limited to, the approval and
execution of a DDA; the proposal, amendment, or approval of any land use regulation
governing the Property; the provision of financial assistance for the development of any
public or private interest in real property; the authorization or obligation to use the
Agency's eminent domain authority; or, any other such activity.
B. Consideration of Entitlements and Policy Documents. Developer
understands and agrees that the Agency and City, in their respective legislative roles,
reserve the right to exercise their discretion as to all matters which the Agency and City are
by law entitled or required to exercise such discretion, including but not limited to,
Entitlements for the development of the Property and adoption of any amendments to
policy documents {including the General Plan and Redevelopment Plans). In addition,
Developer understands and agrees that the Entitlements and any other documents shall be
subject to and brought to the Agency or City, as appropriate, for consideration in
accordance with applicable legal requirements, including laws related to notice, public
hearings, due process and the California Environmental Quality Act.
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C. Consideration by the Agency of the final Project as contained in the DDA.
This Agreement does not constitute a disposition of property or exercise of control over
property by Agency and does not require a public hearing. Agency execution of this
Agreement is merely an agreement to enter into a period of exclusive negotiations
according to the terms hereof, reserving final discretion and approval by Agency as to any
proposed DDA and all proceedings and decisions in connection therewith. The parties
understand that Agency has the complete and unfettered discretion to reject a DDA without
explanation or cause. The risk of loss of all processing, design and developmental costs
incurred by the Developer prior to DDA approval shall be absorbed entirely by Developer
except unless expressly assumed, by the terms of this Agreement by the Agency. As to any
matter which the Agency may be required to exercise its unfettered discretion in advancing
the Project to completion, nothing herein shall obligate the Agency to exercise its
discretion in any particular manner, and any exercise of discretion reserved hereunder or
required by law, shall not be deemed to constitute a breach of Agency duties under this
agreement.
Developer acknowledges that any plans processed for the Property will be based upon the
current General Plan and Zoning Code of the City. Additionally, Developer acknowledges
that the City is processing an Urban Core Specific Plan ("UCSP"), which includes the
Property. Developer further acknowledges and agrees that the City may consider a number
of development alternatives for the Property for consideration by the City Council as part of
City's UCSP process. Developer agrees and acknowledges that the processing and/or
adoption of this plan by the City is not a consideration in its proceeding with this
Agreement or the proposed Project and Developer may need to request amendments to the
existing General Plan or, if approved, the UCSP. The UCSP is a legislative action and this
Agreement does not limit or in any way interfere with the City Council's ability to exercise
their discretionary authority as it relates to these or any other legislative actions. The
exercise of the City's legislative discretion shall not form the basis of breach of this
Agreement, express or implied, or any other claims against the City.
8. TERMINATION RIGHTS
Notwithstanding the Initial or Extended Negotiating Periods hereinabove set forth,
either party may terminate this Agreement if the other party has materially defaulted in its
obligations herein set forth, and the terminating party has provided defaulting party with
written notification of such determination, and the defaulting party has refused to cure
same. The written notification shall set forth the nature of the actions required to cure such
default if curable. Defaulting party shall have 15 days from the date of the written
notification to cure such default. If such default is not cured within the 15 days, the
termination shall be deemed effective. Any failure or delay by a party in asserting any of its
rights or remedies as to any default shall not operate as a waiver of any default or of any
rights or remedies associated with a default. Each party shall also have the right to terminate
this Agreement in the event that Agency or Developer determines that (a) the Project is
infeasible or not in the public interest; or (b) the parties reach an impasse in their
negotiation of the DDA which cannot be resolved after good faith efforts.
9. GENERAL PROVISIONS
A. Address for Notice.
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.
Developer's Address for Notice:
Public
Architecture + Planning
4441 Park Blvd.
San Diego, CA 92116
Attention: James Brown
Telephone: 619-682-4083
Fax: 619-682-4084
Agency's Address for Notice:
Redevelopment Agency of the City of Chula Vista
Community Development Department
276 Fourth Avenue
Chula Vista, CA 91910
Attn: Director of Community Development
Telephone: (619) 691-5047
Fax: (619) 476-5310
Copy to: City Attorney
B. Authority.
Each party represents that it has full right, power and authority to execute this
Agreement and to perform its obligations hereunder, without the need for any further
action under its governing instruments, and the parties executing this Agreement on the
behalf of such party are duly authorized agents with authority to do so.
C. Counterparts.
This Agreement may be executed in multiple copies, each of which shall be
deemed an original, but all of which shall constitute one Agreement after each party has
signed such.a counterpart.
D. Entire Agreement.
This Agreement together with all exhibits attached hereto and other agreements
expressly referred to herein, constitutes the entire Agreement between the parties with
respect to the subject matter contained herein. All prior or contemporaneous agreements,
understandings, representations, warranties and statements, oral or written, are superseded.
E. Further Assurances.
The parties agree to perform such further acts and to execute and del iver such
additional documents and instruments as may be reasonably required in order to carry out
the provisions of this Agreement and the intentions of the parties.
F. No Third Party Beneficiaries.
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There are no other parties to this Agreement, express or implied, direct or indirect.
Agency and Developer acknowledge that it is not their intent to create any third party
beneficiaries to this Agreement.
G. Exclusive Remedies.
1. In the event of default by either party to this Agreement, the parties shall
have the remedies of specific performance, mandamus, injunction and other equitable
remedies. Neither party shall have the remedy of monetary damages against the other;
provided, however, that the award of costs of litigation and attorneys' fees shall not
constitute damages based upon breach of this Agreement wnere such an award is limited to
reasonable costs of litigation incurred by the Parties.
2. Each party acknowledges that it is aware of the meaning and legal effect of
California Civil Code Section 1542, which provides:
A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by him
would have materially affected his settlement with debtor.
California Civil Code Section 1542 notwithstanding, it is the intention of the Parties
to be bound by the limitation on damages and remedies set forth in this Section 7G, and
the Parties hereby release any and all claims against each other for monetary damages or
other legal or equitable relief related to any breach of this Agreement, whether or not any
such released claims were known to either of the Parties as of the date of this Agreement.
The Parties each waive the benefits of California Civil Code Section 1542 and all other
statutes and judicial decisions of similar effect with regard to the limitations on damages
and remedies and waivers of any such damage and remedies contained in this Section 7G.
H. Indemnity.
Developer shall indemnify, protect, defend and hold harmless Agency, its elected
officials, employees and agents from and against any and all challenges to this Agreement,
or any and all losses, liabilities, damages, claims or costs (including attorneys' fees) arising
from Developer's negligent acts, errors, or omissions with respect its obligations hereunder
or the Property, excluding any such losses arising from the sole negligence or sole willful
misconduct of Agency or the conduct of third parties outside the control of the Developer.
This indemnity obligation shall survive the termination of this Agreement. Notwithstanding
the foregoing, in the event of a third party challenge to the validity of this Agreement,
Developer shall have the option to terminate this Agreement in lieu of its indemnity
obligation.
I. Time is of the Essence.
Time is of the essence for each of Developer's obligations under this Agreement.
[NEXT PAGE IS SIGNATURE PAGE]
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2-53
a5/a4/2a05 15:15
51 %824a84
PUBLIC ARCHITECTURE
PAGE a2
.
Signature Page
To
Exclusive Negotiating Agreement
IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date set forth above, thereby indicating the consent of their principals.
.
CHULA VISTA
REDEVELOPMENT CORPORATION
PUBLIC
A California General Partnership
Steven C. Padilla
Chair
(///;/f/VI
By: "/ /
James Brown
Principal
By:
Date:______________________________
Date:
____~/4{o~_______________
By:
/~.l~k.
Jafnes Gat~s
,
Principal
APPROVED AS TO FORM:
By:
----------------------------
Ann Moore
General Counsel
Date:
------ ~~~~ -----------
Date: ______________________________
ATTEST:
Susan Bigelow
City Clerk
2-54
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0.075
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Miles
-
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:jTI7~j~
Merged Bayfront / Town Centre I
Project Area
o
Church & Madrona - Northwest
Public
EXHIBIT 'B'
Exclusive Negotiating Agreement Timeline
MILESTONE DESCRIPTION
Within 30 Days of ENA Execution
Title Report Agency to issue a Preliminary Title Report on the subject Property to the Developer.
Within 60 Days of ENA Execution
Public Workshop #1 Pre-clesign workshop to gather input from the public and stakeholders on the design
parameters and framework for the subject Property.
Within 90 Days of ENA Execution
Market Study Forecast of regional and local real estate market conditions and anticipated
performance of proposed product types.
Within 30 Days of UCSP Adoption
Site Plans and Based on pre-clesign review with staff and public input received at Public Workshop
E I evati on s #1, submit preliminary site plans and elevations.
Initial Pro Forma Concurrent with site plans and elevations, submit initial pro forma evaluations for the
proposed development.
Project Development Projected timeline and schedule for the construction of the proposed development.
Schedule
Site Adequacy Developer shall provide written determination of whether the subject Property is
physically suitable for development taking into account regulatory and"environmental
conditions that are deemed relevant.
Within 45 Days of UCSP Adoption
Workshop #2 Workshop to present proposed development proposals.
Within 90 Days of UCSP Adoption
Final Site Plans and Final site plans and elevations.
Elevations
Final Pro Forma Revisions based on revised site plans and elevations.
Development Partners Identification of investment partners.
and Structure
Fundi ng Partners and Identification of lenders and proof of ability to obtain financing.
Structure
Within 120-135 Days of UCSP Adoption
CYRC Presentation Presentation of development proposal and DDNOPA for review and consideration.
CVRC adopts advisory recommendations for Agency and/or Council consideration.
Within 135-150 Days of UCSP Adoption
Redevelopment Presentation of development proposal and DDNOPA to Agency and/or Council for
Agency / City Council final review and consideration.
1
2-56
RESOLUTION NO.
RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION
APPROVING AN EXCLUSIVE NEGOTIATING AGREEMENT WITH
DOUGLAS WILSON COMPANIES FOR DEVELOPMENT OF THE
CHURCH STREET AND DAVIDSON STREET WEST SITES.
WHEREAS, it is the role and responsibility of the Redevelopment Agency of the City of Chula Vista
("Agency") to promote economic vitality, create market confidence, encourage environmental health and
remediation, create public benefits and amenities, and facilitate the development, reconstruction, and
rehabilitation of residential, commercial, industrial, and retail uses; and
WHEREAS, an Exclusive Negotiating Agreement ("ENN) is an important redevelopment tool to the
Agency to establish a legal and contractual framework for negotiations and provide a defined timeline for
completion of predevelopment activities with a developer about a potential redevelopment project; and
WHEREAS, Douglas Wilson Company ("Developer") is interested in developing a project at the
west corners of Church Street and Davidson Street ("Property"), located in the Agency's Town Centre I
Redevelopment Project Area; and
WHEREAS, the Redevelopment Agency has ownership of the Property and;
WHEREAS, staff has determined that Developer is qualified to design and develop a high quality
project at the proposed development site that is consistent with the goals of the Agency's adopted
Redevelopment Plan for the Town Centre I Redevelopment Project Area; and
WHEREAS, the Chula Vista Redevelopment Corporation ("CVRC") became a legal entity on June
15, 2005, and became operational on February 23, 2006; and
WHEREAS, all obligations of the Agency were automatically assigned to the CVRC upon it
becoming operational; and
WHEREAS, it is in the interest of the Chula Vista Redevelopment Agency and the City of Chula
Vista for the Chula Vista Redevelopment Corporation to execute and enter into an ENA with Developer for
the proposed development site based on Developer's qualifications; and
WHEREAS, approval of the ENA is exempt from the California Environmental Quality Act ("CEQN)
pursuant to Section 15061 (b)(3) of the State CEQA Guidelines; and
WHEREAS, state law and locally-adopted owner participation rules provide for the extension of
owner participation rights to all property owners who would be affected by the proposed development;
and
WHEREAS, no owner participation process is required as the Property is owned by the Agency.
NOW THEREFORE BE IT RESOLVED that the Chula Vista Redevelopment Corporation does hereby
approve the Exclusive Negotiating Agreement with Douglas Wilson Company for potential development of
a real estate project located at Church Street and Davidson Street West and authorizes the Chair to execute
said Agreement.
2-57
Page 2
CVRC Resolution No.
PRESENTED BY
Dana M. Smith
Director of Community Development
2-58
APPROVED AS TO FORM BY
Ann Moore
General Counsel
EXCLUSIVE NEGOTIATING AGREEMENT
This Exclusive Negotiating Agreement ("Agreement"), dated as of this 11~ day of May
2006 ("Effective Date"), is made by and between the Chula Vista Redevelopment Corporation, a
California nonprofit public benefit corporation ("CVRC), on behalf of and for the City of Chula
Vista Redevelopment Agency, a public body, corporate and politic ("Agency") and Douglas
Wilson Companies, a California corporation ("Developer"), with reference to the following
facts:
RECITALS
In furtherance of the objectives of the California Community Redevelopment Law,
the Agency has undertaken a program for the redevelopment of certain areas within the City of
Chula Vista ("City"), and in connection therewith is undertaking and carrying out activities for
redevelopment in the Town Center I Redevelopment Project Area ("Project Area") pursuant to
and in furtherance of the redevelopment plan for the Project Area ("Redevelopment Plan").
To assist in the carrying out of planning and redevelopment activities the City of
Chula Vista created the Chula Vista Redevelopment Corporation ("CVRC"). Pursuant to
Chula Vista Municipal Code Section 2.52, the CVRC is authorized to enter into this
Agreement on behalf ofthe Redevelopment Agency.
The subject matter of this Agreement concerns that certain real property located
within the Project Area as depicted on Exhibit "A" hereto ("Property"). The Property is situated
on three parcels on the western corners of Church Street and Davidson Street, known as the
Church and Davidson West site (APN 568-07-119, 568-07-118, 568-16-125). The site totals
approximately 25,538 square feet in area.
The Developer is proposing to develop a residential development ("Project") and
desires to negotiate a Disposition and Development Agreement ("DDA") with the Agency.
The Agency selected the Developer as the entity with which to negotiate terms
for an agreement for development of the Property. Therefore, the Agency desires to enter
into this Agreement with the Developer with the objective of determining the feasibility of the
proposed project and consideration of entering into a mutually acceptable DDA for the
development of the Property consistent with the terms and conditions of this Agreement at the
earliest practical date.
The Developer anticipates that, following execution of this Agreement and
through the period of negotiation and preparation of a DDA with respect to the Project, it
will devote substantial time and effort in preparing plans, preparing project proformas,
contacting financial institutions, engaging appropriate consultants, and meeting with the City
and various other necessary third parties in connection with the proposed Project, and in
negotiating and preparing a DDA consistent with the basic terms and mutual understandings
established in this Agreement.
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The CVRC and the Developer ("Parties") desire to enter into this Agreement in order to
set forth the rights and duties of the Parties during the term of the Exclusive Negotiating Period
subject to the Owner Participation rules and regulations established for the Project Area.
Now, therefore, the Parties mutually agree as follows:
1. Good Faith Negotiations
A. Agency and Developer agree (for the period stated below) to negotiate in
good faith pursuant to the terms of this Agreement a DDA or other form of agreement or
agreements to be entered into between the Agency and Developer concerning the purchase
and development of the Property. Agency agrees not to negotiate with any other person or
entity regarding development of the Property without the prior written consent of
Developer. Nothing in this Agreement shall be deemed a covenant, promise or
commitment by Agency, the City of Chula Vista, or any agency of the City, with respect to
the acquisition of property or the approval of development or the proposed General Plan
Update or Urban Core Specific Plan. Agency's acceptance of this Agreement is merely an
agreement to enter into a period of exclusive negotiations according to the terms hereof,
reserving final discretion and approval by Agency as to any actions required of it.
B. Notwithstanding the foregoing, if the Property incorporates parcels not under
Agency or Developer control, Developer acknowledges that Agency may receive from time
to time, unsolicited alternative proposals for the development ofthe Property. Agency shall
notify Developer within ten days after receiving an unsolicited development. proposal for
all or any portion of the Property. Agency and Developer shall confer in good faith to
assess the benefits of the unsolicited proposal.
2. Negotiation Period
A. Agency and Developer agree to negotiate for an initial 300 days, which
shall commence on the Effective Date unless earlier terminated in accordance with the
provisions hereof ("Initial Negotiation Period").
B. If, upon the expiration of such Initial Negotiation Period, the Parties have
not each approved and executed a DDA, then the Executive Director, in his sole discretion,
on behalf of the Agency, is authorized to, in writing, extend the term of tnis Agreement for
up to an additional 90 days ("Extended Negotiation Period") provided that at the end of the
Initial Negotiation Period, the Agency has not exercised its right to terminate as herein
provided, the Developer is in full compliance with all terms and conditions hereof, the
Developer concurs with such extension of the negotiation period, and the Executive
Director has determined that there is a reasonable likelihood that the Developer will agree
to terms and conditions for the development of the Project on the Property required for the
development of the Project that Agency staff will be able to recommend to Agency prior to
the expiration of the Extended Negotiation Period.
C. If, after expiration of the Initial Negotiation Period, or after the Extended
Negotiation Period if this Agreement is extended, the Parties have not each approved and
executed a DDA, then this Agreement shall automatically terminate and Developer shall
have no further rights regarding the subject matter of this Agreement or the Property, and
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Agency shall be free to negotiate with any other persons or entities with regard to the
Property .
3. Obligations of Developer
A. Schedule
Agency and Developer agree and acknowledge that all submittals required
by this Agreement shall be submitted pursuant to the timeline attached hereto as Exhibit
"S: Exhibit "S" shall include, but is not limited to, submittals of Project plans, pro forma,
marketing and feasibility studies, and evidence of financing that are required by the
Agency; and commencement of good faith negotiations with Agency designated
prospective owner participants in the Project.
S. Development and Design Plans
During the negotiation period, Developer shall submit development and
design plans for the Project. Developer shall also furnish such information to Agency
regarding the proposed project as may be required by Agency to perform an environmental
review pursuant to the California Environmental Quality Act (CEQA). All fees and expenses
for engineers, architects, financial consultants, legal, planning or other consultants retained
by Developer to perform Developer's obligations set forth in this Agreement shall be the
sole responsibility of Developer.
C. Reports, Studies and Public Participation
Developer shall make quarterly written reports to' the Agency on the Developer's
progress toward meeting its obligations under this Agreement, and if requested by the
Agency, Developer shall make periodic oral progress reports on all matters and all studies
being made related to the acquisition and development of the Project and other matters
under negotiation to the extent that they do not include confidential matters. As Agency
deems reasonably necessary or appropriate, presentations may be requested at public
forums to solicit input from citizens, businesses, stakeholders and relevant interest groups.
D. Financing
Developer shall, consistent with Exhibit "S," develop a program of financing that
provides the Agency with reasonably satisfactory evidence that financing will be available
for acquisition and development of the Property.
E. Deposit
Within ten (10) days after the Effective Date, Developer shall deposit with Agency
Twenty-Five Thousand Dollars ($25,000) in immediately available funds ("ENA Deposit").
Agency shall have the right to utilize the deposit to conduct the Project analysis including
but not limited to pay third party consultants, City staff time (at applicable full cost recovery
rates), and other reasonable costs incurred by the Agency in conducting such analysis.
Agency shall request additional deposits if the ENA Deposit is exhausted and Agency
determines further analysis is required. Agency may cease negotiations and all activities of
third party consultants until such time as ENA Deposit is replenished as reasonably
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.
requested by Agency. Any deposit balance remaining upon the termination of the
Agreement shall be returned to Developer or shall be applied to any deposit required by a
subsequent DDA.
4. Agency Obligations and Due Diligence
A. During the Negotiation Period, the Agency shall conduct a due diligence
investigation of the Developer's ability to purchase, own and/or operate the Project in a
responsible manner. If the Agency Executive Director determines in his sole discretion that
Developer does not have the ability to successfully purchase, own, and/or manage the
Project in a responsible manner, the Agency Executive Director may terminate this
Agreement by delivering written notice thereof to Developer. Agency's due diligence
efforts may include, without limitation, the following:
1. assessment of the proposed financing and the capacity of Developer
to qualify for financing for the Project; and
2. assessment of the capacity of Developer and their principal staff to
effectively own and/or manage the Project, including the ability to carry out any ongoing
management oversight responsibilities
B. Agency agrees to cooperate with Developer in providing equity partner(s)
and/or lender(s) of Developer with appropriate and necessary information for the
Developer to fulfill its obligations hereunder, which information is not otherwise
privileged.
C. The Agency shall also cooperate with Developer's professional consultants
and associates in providing them with any information and assistance, so far as such
information is not otherwise privileged, reasonably within the capacity of the Agency in
connection with the preparation of the Developer's submissions to the Agency.
5. DDA
.
The Parties hereby acknowledge and agree that, during the Negotiation Period of
th is Agreement the Parties shall use their respective good faith efforts to negotiate and enter
into a DDA which shall include (but not be limited to) the following: (i) the design of the
Project by the Developer, which design shall be subject to the approval by the Agency
and/or City, (ii) the construction of the Project by the Developer in accordance with final
plans and specifications to be provided by the Developer and approved by the Agency
and/or City, pursuant to a detailed schedule of performance by the Developer, (iii) the
operation and management of the Project by the Developer in a good and professional
manner and subject to the covenants required by law, (iv) the maintenance of landscaping,
buildings, and improvements in good condition and satisfactory state of repair so as to be
attractive to the community, (v) the operation of the Project by the Developer in
compliance with all equal opportunity standards established by federal, state and local law,
(vi) provision by each contractor and/or subcontractor (as the case may require and as
appropriate) performing work on the Project of the requisite performance bond and labor
and materials payment bond to assure completion of the Project free of mechanics' liens,
(vii) the Project shall be of the a quality consistent with plans and renderings provided by
Developer and approved by the Agency, (viii) the terms and conditions upon which
Developer shall acquire the parce/(s), and (ix) the terms and conditions upon which either
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.
party may terminate the DDA (e.g., the discovery of environmental issueslhazardous
substances on the Site, unexpected development or construction costs, inability to acquire
parcels).
6. ADDITIONAL TERMS AND OBLIGATIONS
A. No Competing Development.
Developer shall not commence the construction of any parcels comprising the
Property owned or controlled by the Developer until this Agreement has been properly
terminated according to its terms or the Agency/City has approved the Project.
B. Real Estate Commissions.
Neither Agency nor Developer shall be liable for any real estate commission or
brokerage fees, which may arise here from. Agency and Developer represent that they
have engaged no broker, agent or finder separately in connection with this transaction and
each party agrees to indemnify, hold harmless and defend the other against claims for
commissions or fees made through such party.
C. Each Party to Bear its Own Cost.
Each party shall bear its own costs incurred in connection with the negotiation of a
DDA, and the implementation of this Agreement, except as otherwise expressly provided
herein or expressly agreed in writing.
D. Confidentiality.
Agency and Developer recognize that disclosures made by Developer pursuant to
this Agreement may contain sensitive information and that the disclosure of such
information to third parties could impose commercially unreasonable and/or uncompetitive
burdens on Developer and, may correspondingly, diminish the value or fiscal benefit that
may accrue to the Agency upon the redevelopment of the Property by the Developer, if a
future DDA is entered into by the Parties. Developer acknowledges and agrees that Agency
is a public entity with a responsibility and, in many cases, legal obligation to conduct its
business in a manner open and available to the public. Accordingly, any information
provided by Developer to Agency with respect to the Property, the Project or Developer
may be disclosed to the public either purposely, inadvertently, or as a result of a public
demand or order. With respect to any information provided that Developer reasonably
deems and identifies in writing as proprietary and confidential in nature, Agency agrees to
exercise its best efforts to keep such information confidential. In addition, if Agency
determines that it is required under applicable law to disclose any information identified by
Developer as proprietary and confidential in nature, Agency shall notify Developer at least
three business days before disclosure of such information which will provide Developer the
opportunity to seek a protective order preventing such disclosure.
In addition, if Agency determines that it is required under applicable law to disclose any
jnformation identified by Developer as proprietary and confidential in nature, Agency shall
notify Developer at least three business days before disclosure of such information which
will provide Developer the opportunity to seek a protective order preventing such
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disclosure. Notwithstanding the above, Agency's failure to provide said notice shall not
constitute a breach of this agreement or grounds for a claim or cause of action of any nature
against the Agency as a result of the release of said claimed proprietary or confidential
information.
E. Assignment
.
1. Agency would not have entered into this Agreement but for Developer's
unique qualifications and experience. Therefore, Developer's rights and obligations under
this Agreement may not be assigned without the prior written approval of Agency in its sole
discretion. Notwithstanding the foregoing, subject to the prior written approval of the
Executive Director, Developer may assign its rights hereunder to a new entity comprised of
the Developer for purposes of developing the Project. Such new entity may include
additional parties provided that the Developer retains responsibility for fulfilling its
obligations hereunder and Developer retains management control and authority over the
entity and the Project.
.
2. Upon the occurrence of any change, whether voluntary or involuntary, in
membership, ownership, management or control of the Developer (other than such
changes occasioned by the death or incapacity of any individual) that has not been
approved by the Agency, prior to the time of such change, the Agency may terminate this
Agreement, without liability, by sending written notice of termination to Developer.
F. Nondiscrimination
Developer shall not discriminate against nor segregate any person, or group of
persons on account of race, color, creed, religion, sex, marital status, disability, national
origin or ancestry in undertaking its obligations under this Agreement.
.
G.
Owner Participation Requirements
This Agreement and the obligations of the Parties set forth herein are subject to the
applicable Owner Participation rules and regulations established for the Project Area and
California Community Redevelopment Law.
7. RETENTION OF DISCRETION
A. By its execution of this Agreement, Agency is not committing itself or
agreeing to undertake any activity requiring the subsequent exercise of discretion by
Agency or City, or any department thereof including, but not limited to, the approval and
execution of a DDA; the proposal, amendment, or approval of any land use regulation
governing the Property; the provision of financial assistance for the development of any
public or private interest in real property; the authorization or obligation to use the
Agency's eminent domain authority; or, any other such activity.
B. Consideration of Entitlements and Policy Documents. Developer
understands and agrees that the Agency and City, in their respective legislative roles,
reserve the right to exercise their discretion as to all matters which the Agency and City are
by law entitled or required to exercise such discretion, including but not limited to,
Entitlements for the development of the Property and adoption of any amendments to
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policy documents (including the General Plan and Redevelopment Plans). In addition,
Developer understands and agrees that the Entitlements and any other documents shall be
subject to and brought to the Agency or City, as appropriate, for consideration in
accordance with applicable legal requirements, including laws related to notice, public
hearings, due process and the California Environmental Quality Act.
C. Developer acknowledges that any plans processed for the Property will be based
upon the current General Plan and Zoning Code of the City. Additionally, Developer
acknowledges that the City is processing an Urban Core Specific Plan ("UCSP"), which
includes the Property. Developer further acknowledges and agrees that the City may
consider a number of development alternatives for the Property for consideration by the
City Council as part of City's UCSP process. Developer agrees and acknowledges that the
processing and/or adoption of this plan by the City is not a consideration in its proceeding
with this Agreement or the proposed Project and Developer may need to request
amendments to the existing General Plan or, if approved, the UCSP. The UCSP is a
legislative action and this Agreement does not limit or in any way interfere with the City
Council's ability to exercise their discretionary authority as it relates to these or any other
legislative actions. The exercise of the City's legislative discretion shall not form the basis of
breach of this Agreement, express or implied, or any other claims against the City.
D. Consideration by the Agency of the final Project as contained in the DDA.
This Agreement does not constitute a disposition of property or exercise of control over
property by Agency and does not require a public hearing. Agency execution of this
Agreement is merely an agreement to enter into a period of exclusive negotiations
according to the terms hereof, reserving final discretion and approval by Agency as to any
proposed DDA and all proceedings and decisions in connection therewith. The parties
understand that Agency has the complete and unfettered discretion to reject a DDA without
explanation or cause. The risk of loss of all processing, design and developmental costs
incurred by the Developer prior to DDA approval shall be absorbed entirely by Developer
except unless expressly assumed, by the terms of this Agreement by the Agency. As to any
matter, which the Agency may be required to exercise its unfettered discretion in advancing
the Project to completion, nothing herein shall obligate the Agency to exercise its
discretion in any particular manner, and any exercise of discretion reserved hereunder or
required by law, shall not be deemed to constitute a breach of Agency duties under this
agreement.
8. TERMINATION RIGHTS
Notwithstanding the Initial or Extended Negotiating Periods hereinabove set forth,
either party may terminate this Agreement if the other party has materially defaulted in its
obligations herein set forth, and the terminating party has provided defaulting party with
written notification of such determination, and the defaulting party has refused to cure
same. The written notification shall set forth the nature of the actions required to cure such
default if curable. Defaulting party shall have , 5 days from the date of the written
notification to cure such default. If such default is not cured within the , 5 days, the
termination shall be deemed effective. Any failure or delay by a party in asserting any of its
rights or remedies as to any default shall not operate as a waiver of any default or of any
rights or remedies associated with a default. Each party shall also have the right to terminate
this Agreement in the event that Agency or Developer determines that (a) the Project is
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infeasible or not in the public interest; or (b) the parties reach an impasse in their
negotiation of the DDA which cannot be resolved after good faith efforts.
.
9. GENERAL PROVISIONS
A. Address for Notice.
Developer's Address for Notice:
Douglas Wilson Companies
Attn: David Kieffer
450 B Street, Suite 1900
San Diego, CA 92101
Telephone:
Fax:
(619) 641-1141
(619) 641-1150
Agency's Address for Notice:
Redevelopment Agency of the City of Chula Vista
Community Development Department
Attn: Director of Community Development
Copy to: City Attorney
276 Fourth Avenue
Chula Vista, CA 91910
Telephone: (619) 691-5047
Fax: (619) 476-5310
B. Authority.
Each party represents that it has full right, power and authority to execute this
Agreement and to perform its obligations hereunder, without the need for any further
action under its governing instruments, and the parties executing this Agreement on the
behalf of such party are duly authorized agents with authority to do so.
C. Counterparts.
This Agreement may be executed in multiple copies, each of which shall be
deemed an original, but all of which shall constitute one Agreement after each party has
signed such a counterpart.
D. Entire Agreement.
This Agreement together with all exhibits attached hereto and other agreements
expressly referred to herein, constitutes the entire Agreement between the parties with
respect to the subject matter contained herein. All prior or contemporaneous agreements,
understandings, representations, warranties and statements, oral or written, are superseded.
E. Further Assurances.
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The parties agree to perform such further acts and to execute and deliver such
additional documents and instruments as may be reasonably required in order to carry out
the provisions of this Agreement and the intentions of the parties.
F. No Third Party Beneficiaries.
There are no other parties to this Agreement, express or implied, direct or indirect.
Agency and Developer acknowledge that it is not their intent to create any third party
beneficiaries to this Agreement.
G. Exclusive Remedies.
1. In the event of default by either party to this Agreement, the parties shall
have the remedies of specific performance, mandamus, injunction and other equitable
remedies. Neither party shall have the remedy of monetary damages against the other;
provided, however, that the award of costs of litigation and attorneys' fees shall not
constitute damages based upon breach of this Agreement where such an award is limited to
reasonable costs of litigation incurred by the Parties.
2. Each party acknowledges that it is aware of the meaning and legal effect of
California Civil Code Section 1 S42, which provides:
A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by him
would have materially affected his settlement with debtor.
California Civil Code Section 1542 notwithstanding, it is the intention of the Parties
to be bound by the limitation on damages and remedies set forth in this Section 7G, and
the Parties hereby release any and all claims against each other for monetary damages or
other legal or equitable relief related to any breach of this Agreement, whether or not any
such released claims were known to either of the Parties as of the date of this Agreement.
The Parties each waive the benefits of California Civil Code Section 1542 and all other
statutes and judicial decisions of similar effect with regard to the limitations on damages
and remedies and waivers of any such damage and remedies contained in this Section 7G.
H. Indemnity.
Developer shall indemnify, protect, defend and hold harmless Agency, its elected
officials, employees and agents from and against any and all challenges to this Agreement,
or any and all losses, liabilities, damages, claims or costs (including attorneys' fees) arising
from Developer's negligent acts, errors, or omissions with respect its obligations hereunder
or the Property, excluding any such losses arising from the sole negligence or sole willful
misconduct of Agency or the conduct of third parties outside the control of the Developer.
This indemnity obligation shall survive the termination of this Agreement. Notwithstanding
the foregoing, in the event of a third party challenge to the validity of this Agreement,
Developer shall have the option to terminate this Agreement in lieu of its indemnity
obligation.
I. Time is of the Essence.
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Time is of the essence for each of Developer's obligations under this Agreement.
[NEXT PAGE IS SIGNATURE PAGE]
.
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......
Signature Page
To
Exclusive Negotiating Agreement
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date set forth above,thereby indicating ~ consent of their principals.
Steven C. Padilla
Chair
DOUGlAS WILSON COMPANIES
A California Corporation
&l~
Douglas Wilson -;
Chairman/CEO
By:
CHULA VISTA
REDEVELOPMENT CORPORATION
By:
Date:
Date:
APPROVED AS TO FORM:
By:
Ann Moore
General Counsel
Date:
ATTEST:
Susan Bigelow
City Clerk
2-69
o 0.0125 0.025
0.05
0.075
0.1
Miles
,
II
Merged Bayfront / Town Centre I
Project Area
Merged Chula Vista
Project Area 2 70
o
Church & Davidson - West
Douglas Wilson Companies
EXHIBIT 'B'
Exclusive Negotiating Agreement Timeline
MILESTONE DESCRIPTION
Within 30 Days of ENA Execution
Title Report Agency to issue a Preliminary Title Report on the subject Property to the Developer.
Within 60 DayS of ENA Execution
Public Workshop #1 Pre-design workshop to gather input from the public and stakeholders on the design
parameters and framework for the subject Property.
Within 90 Days of ENA Execution
Market Study Forecast of regional and local real estate market conditions and anticipated
performance of proposed product types.
Within 30 Days of UCSP Adoption
Site Plans and Based on pre-deslgn review with staff and public input received at Public Workshop
Elevations #1, submit preliminary site plans and elevations.
Initial Pro Forma Concurrent with site plans and elevations, submit initial pro forma evaluations for the
proposed development.
Project Development Projected timeline and schedule for the construction of the proposed development.
Schedule
Site Adequacy Developer shall provide written determination of whether the subject Property is
physically suitable for development taking into account regulatory and environmental
conditions that are deemed relevant.
Within 45 Days of UCSP Adoption
Workshop #2 Workshop to present proposed development proposals.
Within 90 Days of UCSP Adoption
Final Site Plans and Final site plans and elevations.
Elevations
Final Pro Forma Revisions based on revised site plans and elevations.
Development Partners Identification of investment partners.
and Structure
Funding Partners and Identification of lenders and proof of ability to obtain financing.
Structure
Within 120-135 Days of UCSP Adoption
CVRC Presentation Presentation of development proposal and DDAlOPA for review and consideration.
CVRC adopts advisory recommendations for Agency and/or Council consideration.
Within 135-150 Days of UCSP Adoption
Redevelopment Presentation of development proposal and DDAlOPA to Agency and/or Council for
Agency / City Council final review and consideration.
2-71
RESOLUTION NO.
RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION
APPROVING AN AMENDMENT TO EXCLUSIVE NEGOTIATING
AGREEMENT WITH ClTYMARK DEVELOPMENT LLC FOR DEVELOPMENT
OF THE LANDIS AVENUE SOUTHEAST SITE.
WHEREAS, it is the role and responsibility of the Redevelopment Agency of the City ofChula Vista
("Agency") to promote economic vitality, create market confidence,encourage environmental health and
remediation, create public benefits and amenities, and facilitate the development, reconstruction, and
rehabilitation of residential, commercial, industrial, and retail uses; and
WHEREAS, the Redevelopment Agency entered into an ENA with Developer on July 26,2005; and
WHEREAS, the Chula Vista Redevelopment Corporation ("CVRC") became a legal entity on June
15,2005, and became operational on February 23, 2006; and
WHEREAS, the Exclusive Negotiating Agreement ("ENA") recognizes that all obligations of the
Agency were automatically assigned to the CVRC upon it becoming operational; and
WHEREAS, the Redevelopment Agency entered.into an ENA with Developer on July 26, 2005; and
WHEREAS, Section 2A of the ENA outlines an initial negotiation period ("Initial Negotiation
Period") between the Agency and Developer of 300 days. This Initial Negotiation Period ends on May 23,
2006; and
WHEREAS, Citymark Development LLC ("Developer") desires to continue to work cooperatively
with the CVRC in the development of a project at the southeast site of Landis Avenue and Davidson Street
("Property"), located in the Agency's Town Centre I Redevelopment Project Area; and
WHEREAS, it is in the interest of the Chula Vista Redevelopment Agency and the City of Chula
Vista for the Chula Vista Redevelopment Corporation to execute and enter into a First Amendment to the
ENA with Developer for the proposed development site based on Developer's qualifications; and
WHEREAS, approval of the First Amendment to the ENA is exempt from the California
Environmental Quality Act ("CEQA") purstJant to Section 15061 (b)(3) of the State CEQA Guidelines; and
NOW THEREFORE BE IT RESOLVED that the Chula Vista Redevelopment Corporation does hereby
approve the First Amendment to the Exclusive Negotiating Agreement with Citymark Development LLC for
potential development of a real estate project located at Landis Avenue and Davidson Street Southeast and
authorizes the Chair to execute said Agreement.
PRESENTED BY
APPROVED AS TO FORM BY
Dana M. Smith
Director of Community Development
Ann Moore
General Counsel
2-72
FIRST AMENDMENT TO
EXCLUSIVE NEGOTIATING AGREEMENT
CityMark Development LLC
This FIRST AMENDMENT TO EXCLUSIVE NEGOTIATING AGREEMENT ("First Amendment") is
entered into as of May 11, 2006 ("Date of First Amendment") by and between the CHULA VISTA
REDEVELOPMENT CORPORATION, a California nonprofit public benefit corporation ("CVRC"),
on behalf of and for the Chula Vista Redevelopment Agency, a public body corporate and politic
("RDA") and ClTYMARK DEVELOPMENT LLC, a California Limited Liability Company
("Developer").
WHEREAS, on July 26, 2005, the Redevelopment Agency and the Developer entered into
an Exclusive Negotiating Agreement ("ENA"); and
WHEREAS, the Chula Vista Redevelopment Corporation became a legal entity on June 15,
2005, and became operational on February 23, 2006; and
WHEREAS, the ENA recognizes that all obligations of the Agency pursuant to the ENA were
automatically assigned to the CVRC upon it becoming operational; and
WHEREAS, the ENA relates to development of a mixed-use project known as Landis
Avenue Southeast in the Town Centre I Redevelopment Project Area. The subject property consists
of nine parcels located along the eastern side of landis Avenue, between Davidson and F Streets
(Assessor's Parcel Numbers 568-152-2300 through 568-152-2700, 568-152-2900 and 568-152-
0100 through 568-152-0300) and totals approximately 46,352 square feet in area; and
WHEREAS, Section 2A ofthe ENA outlines an initial negotiation period ("Initial Negotiation
Period") between the Agency and Developer of 300 days. Th is Initial Negotiation Period ends on
May 23, 2006; and
WHEREAS, the Developer desires to continue to work cooperatively with the CVRC in the
development of a mixed-use project; and
WHEREAS, the Developer has in good faith completed significant predevelopment tasks.
NOW THEREFORE, in consideration of the recitals and mutual obligations of the parties
herein, the CVRC and Developer agree as follows:
1. Section 2 of the ENA, entitled Negotiation Period, is hereby amended as follows:
2.A. Agency and Developer agree to negotiate for an initial period of
300 days unless earlier terminated. Said 300 days shall commence on the date
of final execution of this First Amendment.
2. Exhibit "B" of the ENA shall be substituted with the Revised Exhibit B as attached
hereto.
3. Except as expressly provided herein all other provisions of the ENA shall remain in
fu II force and effect.
[NEXT PAGE IS SIGNATURE PAGE]
2-73
Signature Page
To
Exclusive Negotiating Agreement
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date set forth above, thereby i ndicati ng the consent ofthei r pri nci pals.
CHULA VISTA
REDEVELOPMENT CORPORATION
CITYMARK DEVELOPMENT
California Limited Liability Company
By:
By:
~~-
Richard V. Gustafson
President
Steven C. Padilla
Chair
.
Date:
Date:
p~&'
.
APPROVED AS TO FORM:
By:
Ann Moore
General Counsel
.
Date:
A TIEST:
Susan Bigelow
City Clerk
2-74
"
o 0.025 0.05
0.1
0.15
~
.
Merged Bayfront I Town Centre I
Project Area
Merged Chula Vista
Project Area 2 75
o
Landis South
City Mark Development
RESOLUTION NO.
RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION
APPROVING AN AMENDMENT TO EXCLUSIVE NEGOTIATING
AGREEMENT WITH CITYMARK DEVELOPMENT LLC FOR DEVELOPMENT
OF THE THIRD AVENUE AND E STREET NORTHEAST SITE.
WHEREAS, it is the role and responsibility of the Redevelopment Agency of the City of Chula Vista
("Agency") to promote economic vitality, create market confidence, encourage environmental health and
remediation, create public benefits and amenities, and facilitate the development, reconstruction, and
rehabilitation of residential, commercial, industrial, and retail uses; and
WHEREAS, the Redevelopment Agency entered into an ENAwith Developer on July 26,2005; and
WHEREAS, the Chula Vista Redevelopment Corporation ("CVRC") became a legal entity on June
15,2005, and became operational on February 23, 2006; and
WHEREAS, the Exclusive Negotiating Agreement ("ENN) recognizes that all obligations of the
Agency were automatically assigned to the CVRC upon it becoming operational; and
WHEREAS, the Redevelopment Agency entered into an ENA with Developer on July 26,2005; and
WHEREAS, Section 2A of the ENA outlines an initial negotiation period ("Initial Negotiation
Period") between the Agency and Developer of 300 days. This Initial Negotiation Period ends on May 23,
2006; and
WHEREAS, Citymark Development LLC ("Developer") desires to continue to work cooperatively
with the CVRC in the development of a project at the northeast site of Third Avenue and E Street
("Property"), located in the Agency's Merged Redevelopment Project Area; and
WHEREAS, it is in the interest of the Chula Vista Redevelopment Agency and the City of Chula
Vista for the Chula Vista Redevelopment Corporation to execute and enter into a First Amendment to the
ENA with Developer for the proposed development site based on Developer's qualifications; and
WHEREAS, approval of the First Amendment to the ENA is exempt from the California
Environmental Quality Act ("CEQA") pursuant to Section 15061 (b)(3) of the State CEQA Guidelines; and
NOW THEREFORE BE IT RESOLVED that the Chula Vista Redevelopment Corporation does hereby
approve the First Amendment to the Exclusive Negotiating Agreement with Citymark Development LLC for
potential development of a real estate project located at Third Avenue and E Street Northeast and
authorizes the Chair to execute said Agreement.
PRESENTED BY
APPROVED AS TO FORM BY
Dana M. Smith
Director of Community Development
Ann Moore
General Counsel
2-76
FIRST AMENDMENT TO
EXCLUSIVE NEGOTIATING AGREEMENT
CityMark Development LLC
This FIRST AMENDMENT TO EXCLUSIVE NEGOTIATING AGREEMENT ("First Amendment") is
entered into as of May 11, 2006 ("Date of First Amendment") by and between the CHULA VISTA
REDEVELOPMENT CORPORATION, a California nonprofit public benefit corporation ("CVRC"),
on behalf of and for the Chula Vista Redevelopment Agency, a public body corporate and politic
("RDN) and CITYMARK DEVELOPMENT LLC, a California Limited Liability Company
("Developer").
WHEREAS, on July 26, 2005, the Redevelopment Agency and the Developer entered into
an Exclusive Negotiating Agreement ("ENN); and
WHEREAS, the Chula Vista Redevelopment Corporation became a legal entity on June 15,
2005, and became operational on February 23,2006; and
WHEREAS, the ENA recognizes that all obligations of the Agency pursuant to the ENA were
automatically assigned to the CVRC upon it becoming operational; and
WHEREAS, the ENA relates to development of a mixed-use project known as Third Avenue
and E Street Northeast in the Merged Redevelopment Project Area. The subject property consists
of one parcel located along the eastern side of Third Avenue at E Street (Assessor's Parcel Number
566-240-3000) and totals approximately 52,906 square feet in area; and
WHEREAS, Section 2A of the ENA outlines an initial negotiation period ("Initial Negotiation
Period") between the Agency and Developer of 300 days. This Initial Negotiation Period ends on
May 23, 2006; and
WHEREAS, the Developer desires to continue to work cooperatively with the CVRC in the
development of a mixed-use project; and
WHEREAS, the Developer has in good faith completed significant predevelopment tasks.
NOW THEREFORE, in consideration of the recitals and mutual obligations of the parties
herein, the CVRC and Developer agree as follows:
1. Section 2 of the ENA, entitled Negotiation Period, is hereby amended as follows:
2.A. Agency and Developer agree to negotiate for an initial period of
300 day unless earlier terminated. Said 300 days shall commence on the date
of final execution of this First Amendment.
2. Exhibit "B" of the ENA shall be substituted with the Revised Exhibit B as attached
hereto.
3. Except as expressly provided herein all other provisions of the ENA shall remain in
fu II force and effect.
[NEXT PAGE IS SIGNATURE PAGE]
2-77
Signature Page
To
Exclusive Negotiating Agreement
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date set forth above, thereby i ndi cati ng the consent of the; r pri nci pals.
CHULA VISTA
REDEVELOPMENT CORPORATION
CITYMARK DEVELOPMENT
California Limited Liability Compapy
By:
Steven C. Padilla
Chair
By:
~~-
Richard V. Gustafson
President
Date:
Date:
p~t'
.
APPROVED AS TO FORM:
By:
Ann Moore
General Counsel
Date:
ArnST:
Susan Bigelow
City Clerk
2-78
o 0.025 0.05
0.1
0.15
0.2
Miles
-
,
.
Merged Bayfront I Town Centre I
Project Area
Merged Chula Vista
Project Area 2 7 9
o
3rd Avenue & E Street - Northeast Corner
CityMark Development
RESOLUTION NO.
RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION
APPROVING AN AMENDMENT TO EXCLUSIVE NEGOTIATING
AGREEMENT WITH AVION DEVELOPMENT LLC FOR DEVELOPMENT OF
THE THIRD AVENUE AND E STREET SOUTHEAST SITE.
WHEREAS, it is the role and responsibility of the Redevelopment Agency of the City of Chula Vista
("Agency') to promote economic vital ity, create market confidence, encourage environmental health and
remediation, create public benefits and amenities, and facilitate the development, reconstruction, and
rehabilitation of residential, commercial, industrial, and retail uses; and
WHEREAS, the Redevelopment Agency entered into an ENA with Developer on July 26,2005; and
WHEREAS, the Chula Vista Redevelopment Corporation ("CVRC) became a legal entity on June
15, 2005, and became operational on February 23, 2006; and
WHEREAS, the Exclusive Negotiating Agreement ("ENA') recognizes that all obligations of the
Agency were automatically assigned to the CVRC upon it becoming operational; and
WHEREAS, the Redevelopment Agency entered into an ENA with Developer on July 26,2005; and
WHEREAS, Section 2A of the ENA outlines an initial negotiation period ("Initial Negotiation
Period') between the Agency and Developer of 300 days. This Initial Negotiation Period ends on May 23,
2006; and
WHEREAS, Avion Development LLC ("Developer') desires to continue to work cooperatively with
the CVRC in the development of a project at the southeast site of Third Avenue and E Street ("Property'),
located in the Agency's Town Centre I Redevelopment Project Area; and
WHEREAS, it is in the interest of the Chula Vista Redevelopment Agency and the City of Chula
Vista for the Chula Vista Redevelopment Corporation to execute and enter into a First Amendment to the
ENA with Developer for the proposed development site based on Developer's qualifications; and
WHEREAS, approval of the First Amendment to the ENA is exempt from the California
Environmental Quality Act ('CEQA') pursuant to Section 15061 (b)(3) of the State CEQA Guidelines; and
NOW THEREFORE BE IT RESOLVED that the Chula Vista Redevelopment Corporation does hereby
approve the First Amendment to the Exclusive Negotiating Agreement with Avion Development LLC for
potential development of a real estate project located at Th ird Avenue and E Street Southeast and
authorizes the Chair to execute said Agreement.
PRESENTED BY
APPROVED AS TO FORM BY
Dana M. Smith
Director of Community Development
Ann Moore
General Counsel
2-80
FIRST AMENDMENT TO
EXCLUSIVE NEGOTIATING AGREEMENT
Avion Development LLC
This FIRST AMENDMENT TO EXCLUSIVE NEGOTIATING AGREEMENT nirst Amendment") is
entered into as of May 11, 2006 ("Date of First Amendment") by and between the CHULA VISTA
REDEVELOPMENT CORPORATION, a California nonprofit public benefit corporation '"CVRC"),
on behalf of and for the Chula Vista Redevelopment Agency, a public body corporate and politic
("RDA") and AVION DEVELOPMENT LLC, a California Limited Liability Company ("Developer").
WHEREAS, on July 26, 2005, the Redevelopment Agency and the Developer entered into
an Exclusive Negotiating Agreement ("ENA"); and
WHEREAS, the Chula Vista Redevelopment Corporation became a legal entity on June 15,
2005, and became operational on February 23, 2006; and
WHEREAS, the ENA recognizes that all obligations of the Agency pursuant to the ENA were
automatically assigned to the CVRC upon it becoming operational; and
WHEREAS, the ENA relates to development of a mixed-use project known as Third Avenue
and E Street Southeast in the Town Centre I Redevelopment Project Area. The subject property
consists of one parcel located along the eastern side of Third Avenue at E Street (Assessor's Parcel
Number 568-071-01) and totals approximately 1 i ,454 square feet in area; and
WHEREAS, Section 2A of the ENA outlines an initial negotiation period ("Initial Negotiation
Period") between the Agency and Developer of 300 days. This Initial Negotiation Period ends on
May 23, 2006; and
WHEREAS, the Developer desires to continue to work cooperatively with the CVRC in the
development of a mixed-use project; and
WHEREAS, the Developer has in good faith completed significant predevelopment tasks.
NOW THEREFORE, in consideration of the recitals and mutual obligations of the parties
herein, the CVRC and Developer agree as follows:
1. Section 2 of the ENA, entitled Negotiation Period, is hereby amended as follows:
2.A. Agency and Developer agree to negotiate for an initial period of
300 days unless earlier terminated. Said 300 days shall commence on the date
of final execution of this First Amendment.
2. Exhibit "B" of the ENA shall be substituted with the Revised Exhibit B as attached
hereto.
3. Except as expressly provided herein all other provisions of the ENA shall remain in
full force and effect.
[NEXT PAGE IS SIGNATURE PAGE]
2-81
Signature Page
To
First Amendment to Exclusive Negotiating Agreement
IN WITNESS WHEREOF the parties hereto have executed this First Amendment to
the Exclusive Negotiating Agreement as of the date set forth above, thereby indicating
the consent of the principals.
CHULA VISTA
REDEVELOPMENT CORPORATION
AVION DEVELOPMENT LLC
By:
-------------------------------
~
By:
. D ug s stin
Chairman/CEO
Stephen C. Padilla
Chair
Date: _______________________________
Date: j'<\D~ '-I J J DQ1p
APPROVED AS TO FORM:
By:
-------------------------------
Ann Moore
General Counsel
.
Date: _______________________________
ATTEST:
--------------------------------------
Susan Bigelow
City Clerk
2-82
.
-~
o 0.025 0.05
,
.
0.1
0,15
0.2
Miles
Merged Bayfront I Town Centre I
Project Area
Merged Chula Vista
Project Area 2 83
o
3rd A venue & E Street - Southeast Corner
Avion Development
RESOLUTION NO.
RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION
APPROVING AN AMENDMENT TO EXCLUSIVE NEGOTIATING
AGREEMENT WITH INTERGULF-MAR (PARK) LLC FOR DEVELOPMENT
OF THE THIRD AVENUE AND G STREET NORTHWEST SITE.
WHEREAS, it is the role and responsibility of the Redevelopment Agency of the City of Chula Vista
("Agency") to promote economic vitality, create market confidence, encourage environmental health and
remediation, create public benefits and amenities, and facilitate the development, reconstruction, and
rehabilitation of residential, commercial, industrial, and retail uses; and
WHEREAS, the Redevelopment Agency entered into an ENA with Developer on July 26,2005; and
WHEREAS, the Chula Vista Redevelopment Corporation ("CVRC) became a legal entity on June
15,2005, and became operational on February 23,2006; and
WHEREAS, the Exclusive Negotiating Agreement ("ENN) recognizes that all obligations of the
Agency were automatically assigned to the CVRC upon it becoming operational; and
WHEREAS, the Redevelopment Agency entered into an ENA with Developer on July 26, 2005; and
WHEREAS, Section 2A of the ENA outlines an initial negotiation period ("Initial Negotiation
Period") between the Agency and Developer of 300 days. This Initial Negotiation Period ends on May 23,
2006; and
WHEREAS, Intergulf-Mar (Park) LLC ("Developer") desires to continue to work cooperatively with
the CVRC in the development of a project at the northwest site of Third Avenue and G Street ("Property"),
located in the Agency's Town Centre I Redevelopment Project Area; and
WHEREAS, it is in the interest of the Chula Vista Redevelopment Agency and the City of Chula
Vista for the Chula Vista Redevelopment Corporation to execute and enter into a First Amendment to the
ENA with Developer for the proposed development site based on Developer's qualifications; and
WHEREAS, approval of the First Amendment to the ENA is exempt from the California
Environmental Quality Act ("CEQN) pursuant to Section 15061 (b)(3) of the State CEQA Guidelines; and
NOW THEREFORE BE IT RESOLVED that the Chula Vista Redevelopment Corporation does hereby
approve the First Amendment to the Exclusive Negotiating Agreement with Intergulf-Mar (Park) LLC for
potential development of a real estate project located at Third Avenue and G Street Northwest and
authorizes the Chair to execute said Agreement.
PRESENTED BY
APPROVED AS TO FORM BY
Dana M. Smith
Director of Community Development
Ann Moore
General Counsel
2-84
FIRST AMENDMENT TO
EXCLUSIVE NEGOTIATING AGREEMENT
Intergulf-Mar (Park) LLC
This FIRST AMENDMENT TO EXCLUSIVE NEGOTIATING AGREEMENT ("First Amendment') is
entered into as of May 11, 2006 ("Date of First Amendment') by and between the CHULA VISTA
REDEVELOPMENT CORPORATION, a California nonprofit public benefit corporation ("CVRC'),
on behalf of and for the Chula Vista Redevelopment Agency, a public body corporate and politic
("RDN) and INTERGULF MAR PARK LLC, a California Limited Liability Company ("Developer').
WHEREAS, on July 26, 2005, the Redevelopment Agency and the Developer entered into
an Exclusive Negotiating Agreement ("ENN); and
WHEREAS, the Chula Vista Redevelopment Corporation became a legal entity on June 15;
2005, and became operational on February 23,2006; and
WHEREAS, the ENA recognizes that all obligations of the Agency pursuant to the ENA were
automatically assigned to the CVRC upon it becoming operational; and
WHEREAS, the ENA relates to development of a mixed-use project known as Third Avenue
and G Street Northwest in the Town Centre I Redevelopment Project Area. The subject property
consists of two parcels located along the western side of Third Avenue, between G Street and Park
Way (Assessor's Parcel Number 568-300-46 end 568-300-15) and totals approximately 41,097
square feet in area; and
WHEREAS, Section 2A of the ENA outlines an initial negotiation period ("Initial Negotiation
Period') between the Agency and Developer of 300 days. This Initial Negotiation Period ends on
May 23, 2006; and
WHEREAS, the Developer desires to continue to work cooperatively with the CVRC in the
development of a mixed-use project; and
WHEREAS, the Developer has in good faith completed significant predevelopment tasks.
NOW THEREFORE, in consideration of the recitals and mutual obligations of the parties
herein, the CVRC and Developer agree as follows:
1. Section 2 of the ENA, entitled Negotiation Period, is hereby amended as follows:
2.A. Agency and Developer agree to negotiate for an initial period of
300 days unless earlier terminated. Said 300 days shall commence on the date
of final execution of this First Amendment
2. Exhibit "8' of the ENA shall be substituted with the Revised Exhibit B as attached
hereto.
3. Except as expressly provided herein all other provisions of the ENA shall remain in
fu II force and effect.
[NEXT PAGE IS SIGNATURE PAGE]
2-85
Signature Page
To
Exclusive Negotiating Agreement
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date set forth above, thereby indicating the consent of their principals.
.
CHULA VISTA
REDEVELOPMENT CORPORATION
By:
INTERGULF-MAR (PARK) LLC
A California Limited Liability Company
BY:~
Steven C. Padilla
Chair
Juan-Pablo Mariscal
President
Date:______________________________
Date: _____E1L:iLq~____________
APPROVED AS TO FORM:
By:
------------------------------
.
Ann Moore
Legal Counsel
Date: ______________________________
ATTEST:
Susan Bigelow
City Clerk
2-86
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