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HomeMy WebLinkAboutContracts & Agreements_10-06 RDA_CCv0001.pdf THIRD AMENDMENT TO ACQUISITION FUNDING AGREEMENT REDLANDS LAND HOLDING L.L.C. This Third Amendment to Acquisition Funding Agreement (this "Amendment"), dated as of June 6, 2006, is entered into by and between the Redevelopment Agency of the City of Redlands, a public body corporate and politic (the "Agency") and Redlands Land Holding L.L.C., a Delaware limited liability company(the "Developer"). The Agency and the Developer are sometimes herein individually referred to as a "Party"or, together, as the "Parties". RECITALS A. The Agency has undertaken a program for the rehabilitation and development of blighted areas within the City of Redlands (the "City") by adopting a Redevelopment Plan for the geographical area of the City designated as the Agency's Redevelopment Project Area No. 1 (the "Project Area"). B. The Agency and Redlands Land Acquisition Company L.P., a Delaware limited partnership (the "Developer's Affiliate") previously entered into an Exclusive Right to Negotiate Agreement dated September 7, 2004, which expired June 4, 2005, (the "First ERN-)to facilitate negotiations leading to the development of a project on a site as defined therein within the Project Area, and the execution of an Owner Participation Agreement and a Disposition and Development Agreement to achieve the goal of redevelopment of such site. C. The Agency and the Developer's Affiliate also previously entered into an Acquisition Funding Agreement dated as of January 4, 2005 (the "Original Acquisition Funding Agreement") to further implement the First ERN and move forward to complete such steps in furtherance of the Project (as defined in the Agreement (as defined herein)) as may be carried out in accordance with law, including establishing a more specific agreement with respect to funding the preliminary steps for site asser..bly and California Environmental Quality Act compliance. D. The Parties previously entered into a second Exclusive Right to Negotiate Agreement dated as of September 20, 2405 (the `Second ERN"), which expired March 20, 2006, establishing a period during which the Developer had the right to exclusively negotiate with the Agency for the purposes described above. E. Concurrently with execution of the Second ERN, the Parties and the Developer's Affiliate entered into an Amendment to Acquisition Funding Agreement (the "First Amendment/AFA"), and the Developer became the successor to the Developer's Affiliate under, the Original Acquisition Funding Agreement, as so amended, to reflect its purpose to further implement the Second ERN. F. The Parties subsequently have entered into a third Exclusive Right to Negotiate 334498.4 001663.0006 5.311046-4:58 PM t Agreement dated as of March 21, 2006 (the "Third ERN"), establishing a period during which the Developer again shall have the right to exclusively negotiate with the Agency for the purposes described above. G. Concurrently with entry into the Third ERN, the Parties entered into a Second Amendment to Acquisition Funding Agreement (the "Second Amendment/AFA") to reflect its purpose to further implement the Third ERN. H. The Parties desire to further amend the Original Acquisition Funding Agreement, as amended by the First Amendment/AFA and the Second Amendment/AFA, as provided herein. NOW, THEREFORE, in consideration of the mutual promises made by the Parties herein, the Parties agree as follows: AGREEMENT Section 1. The Original Acquisition Funding Agreement, as amended by the First Amendment/AFA, the Second Amendment/AFA and this Amendment, is referred to as the "Acquisition Funding Agreement". All references in the Acquisition Funding Agreement to the "Agreement" shall be deemed to refer to the Acquisition Funding Agreement as so amended. The Acquisition Funding Agreement is hereby further amended as follows: 1.01 Section 1 of the Acquisition Funding Agreement is hereby deleted in its entirety and replaced with the following: "1. Develoument Actions. The Parties agree that it is in the best interest of the Project to take any or all development actions in furtherance thereof as pennitted by Iaw prior to the completion of the CEQA process and consideration of the DDA, including, without Iimitation, acquisition by the Developer of any or all of the parcels comprising the Site in accordance with section 2.03 of the ERN; retention of one or more appraisers to appraise real property interests; retention of one or more consultants to appraise furniture/fixtures/equipment and/or loss of goodwill; retention of one or more consultants to assess relocation benefits; retention of one or more environmental consultants to conduct the studies and analysis required by CEQA; and retention of a consultant to prepare a replacement housing plan, if necessary (the "Development Actions")." 1.02 The first paragraph of Section 2 of the Acquisition Funding Agreement is hereby deleted in its entirety and replaced with the following: "Unless otherwise agreed in writing, subject to the Developer's prior written approval of all contracts and the timing and limits of expenditures, the Developer shall be solely responsible for, and/or shall pay all Agency costs for third party professional, services or consultant costs relating 334468.4 001663.0006 3.31.2006-4:58 PM 2 to the Development Actions and the Project. The Developer shall deposit cash or cash equivalent with the Agency in the amounts required by the Agency, for a portion of the Agency- estimated costs of each of the third party consultants and professional services retained by the Agency for Development Actions and for the Agency's actual costs for administering such third party consultant and professional services contracts as provided for in Section 2.01 of the ERN, subject to the Developer's prior written approval of all contracts and the timing and limits of expenditures." 1.03 Section 3 of the Acquisition Funding Agreement shall be supplemented by the addition of the following paragraph immediately below the existing paragraph thereof. "The Parties understand and acknowledge that the Agency is permitted by law to make written offers to purchase to the respective owners of the various portions of the Site (and any current tenants thereon), as requested by the Developer, in advance of entry into the DDA as contemplated by the ERN in an attempt to enter into contracts for acquisition of the Site. The Developer understands and acknowledges that although such offers would be made by the Agency subject to a number of conditions (e.g., compliance with CEQA before purchase, ratification of acceptance of any offer by the Agency's governing board, etc.) and no owner or tenant would be directed or encouraged by the Agency to relocate from the subject property prior to the purchase thereof, the possibility exists that claims for relocation benefits could be made to the Agency by such owners and tenants. Therefore, prior to the Agency making such an offer, the Developer shall deposit cash or cash equivalent with the Agency in the amount of the Agency's relocation consultant's-estimated potential relocation costs associated with such offer, or such other sum as may be mutually agreed upon by the Agency and the Developer. Such deposit shall be placed in an interest-bearing escrow or trust account mutually acceptable to the Parties, and any interest thereon shall accrue for the benefit of the Developer. The Agency promptly shall notify the Developer of any claim made for relocation benefits related hereto. No relocation benefits shall be paid or committed to be paid by the Agency from such deposit except as required by law and only with reasonable prior notice to and consultation with the Developer; expenditures by the Agency shall be subject to the standards and procedures set forth in Sections 3.01.1 and 3.01.3 of the ERN. Upon the termination of this Agreement, any remaining unexpended deposit shall be returned to the Developer within thirty(330) days." Section 2. All other provisions of the Acquisition Funding Agreement shall remain unchanged and in full force and effect. 334488.4 001663.0006 5.31.2006-4:58 Pit 3 IN WITNESS WHEREOF, the Parties have executed this Amendment on the date and year first-above written. The "Agency" REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, a public body corporate and politic By: r�zz Jon H son, C airperson ATTEST: By: LorgOoyzer, y ecretary T ije "Developer" REDLANDS LAND HOLDING L.L.C., a Delaware limited liability company By: Redlands Land Acquisition Company L.P., a Delaware limited partnership, its sole member By: Redlands Land Acquisition Company L.L.C., a Delaware limited liability company, its general partner By: Name: onald L. Germ Its: 334US.4 001663.0006 5.31.2006-4:58 PM a MINUTES of a regular meeting of the Board of Directors of the Redevelopment Agency of the City of Redlands held in the City Council Chambers, Civic Center, 35 Cajon Street, at 4:38 P.M. on June 6, 2006. PRESENT .ion Harrison, Chairperson Pat Gilbreath, Vice Chairperson Gilberto Gil, Boardmember Mick Gallagher, Boardmember Pete Aguilar, Boardmember ABSENT None STAFF John Davidson, Executive Director; Daniel J. McHugh, Agency Attorney; Michael Reynolds, Agency Treasurer; Don Gee, Redevelopment Agency Director; Jeffrey L. Shaw, Community Development Director; and Lorrie Poyzer, Agency Secretary CONSENT CALENDAR Minutes - The minutes of the regular meeting of May 16, 2006, were unanimously approved as submitted on motion of Mrs. Gilbreath, seconded by Mr. Gil. Subordination Agreement - First Time Home Buyer Program - On motion of Mrs. Gilbreath, seconded by Mr. Gil, the Agency Board unanimously approved a subordination agreement with Tracy Bowden in order to allow her to secure a new home mortgage loan and authorized the Chairperson to execute, and Secretary to attest to, the document on behalf of the Agency. Promenade Project - On motion of Mrs. Gilbreath, seconded by Mr. Gil, the Agency Board unanimously approved the third amendment to the acquisition funding agreement with Redlands Land Holding L.L.C. for the proposed Promenade Project and authorized the Chairperson to execute, and the Secretary to attest to, the document on behalf of the Agency. Agreement Amendment - Replacement Housing Plan - On motion of Mrs. Gilbreath, seconded by Mr. Gil, the Agency Board unanimously approved an amendment to the March 21, 2006, agreement with GRC Redevelopment Consultants, Inc, to include development and production of a limited Replacement Housing Plan at a cost not to exceed $2,800.00 and authorized the Chairperson to execute, and the Secretary to attest to, the document on behalf of the Agency. NEW BUSINESS Redevelopment Agency June 6,2006 Page 1