HomeMy WebLinkAboutOrdinances_2297_CCv0001.pdf ORDINANCE NO. 2297
AN ORDINANCE OF THE CITY OF REDLANDS APPROVING A DEVELOPMENT
ENT
AGREEMENT WITH KRIKORIAN PREMIERE THEATRES, INC. AND AUTHORIZING THE
MAYOR TO EXECUTE THE SAME
THE CITY COUNCIL OF THE CITY OF REDLAI^ S does ordain::
SECTION The Development Agreement dated, September19, 1995, with Krikorian
Premiere Theatres, Inc,,, is hereby approved in the farm attached hereto as Exhibit "A" and
incorporated`by this reference
SECTION TWO: The Mayor shall sign this ordinance and the City Clerk shall certify to the
adoption of this ordinance and shall cause it, or a summary of it, to be published once in the
Redlands Daily Facts, a newspaper of general, circulation within the City, and thereafter, this
ordinance shall take effect in accordance with. law.
Mayor of the City of Redlands
ATTEST:
pity lerk
, Lo 'e Poyzer, City Clerk, City of Redlands, hereby certify that the foregoing;ordinance was duly
adopted by the City Council at a regular meeting thereof held on the 3rd day of October, 1995, by
the following vote:
AYES; Cou icilmemb rs Foster, Cunningham, Gilbreath, Gil
ABSTAIN: Mayor Naso
NOES None
ABSENT: tone
City Clery
Recording Requested By Exhibit "A"
and When Recorded Mail to: ordinance No 2297
City Clerk
City of Redlands
PO Box 3005
Redlands, California 92373
DE ET QE T AMEEMENT
This Development Agreement is made and entered into this 19th day of September, 1995,
by and between Krikorian Premiere Theatres, Inc., a California corporation (the "Developer"
and the City of Redlands, a municipal corporation (the "City") (sometimes collectively referred
to herein as the "Parties")pursuant to the authority of Sections 65864 through 65869.5 of the
California Government Code.
Cl PALS`
A: In order to strengthen the public planning process, encourage private
participation in comprehensive planning and reduce the economic costs of development, the
Legislature of the Mate of California enacted Sections 65864 et SgQ. of the California
Government Code (the "Development Agreement Legislation") which authorize the City o
.Redlands and any person having a legal or equitable interest in real property to enter into a
development agreement establishing certain development rights in: the property which is the
subject of the development- project application. Pursuant to the Development Agreement
Legislation, the City Council: of City (the "City Council") has adopted regulations establishing
procedures and requirements for the consideration of development agreements which are
contained in Chapter 18.2of the Redlands Municipal Code (the "Development Agreement
Regulations").
B. Developer has a legal or equitable interest in approximately four(4) acres of real
property located within the City of Redlands which is more particularly described. in Exhibit
"A," attached hereto and incorporated herein by this reference (the "Property"). The Property is
also located within the project area of the Redevelopment Agency (the "Agency.:" of the City of
Redlands (the "Redevelopment Project Area").
C. Developer wishes to construct a twelve to fourteen screen theater complex., a
restaurant and related parking improvements entailing major investment in public facilities and
substantial front-end investment in cin-site and off-site improvements on the property (the
"Project").
l
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D. On September 5, 1995, the City Council approved, as adequate and complete
under the California Environmental Quality Act,a Mitigated Negative Declaration for the Project.
E. The following development approvals and policies have been adopted by the
City and which apply to the PrQject:
1: The General 'Plan of City which allows for commercial development and
related improvements upon the Property, The Project is consistent with the General Plan.
2. Specific Plan No. 45 of City adopted June 21, 1994 which allows for
commercial development and related improvements upon the Property. The Project is consistent
with Specific Plan No, 45.
3. A Disposition and Development Agreement dated September 5, 1995 by and
between City and Developer.
4. A Purchase and Sale Agreement dated September 5, 1995 by and between
City and Developer.
5, A Lease Agreement with Option to Purchase dated September 5, 1995 by and
between City and Developer.
6. Conditional Use Permit No. 630 approved for the Project by City's Planning
Commission on September 12, 1995.
T The approvals and development policies described above shall be
referred to herein as the "Existing Approvals."
F. City and Developer have taken all actions mandated by, and fulfilled all
requirements set forth in, the Development Agreement Regulations.
G. Development of the Project and the Property in accordance with the terms and
conditions of this Development Agreement will ensure orderly growth and development of
the Redevelopment Project Area in accordance with the policies and goals set forth in the
redevelopment plan for the Redevelopment Project Area and City's General Plan.
H, On September 12, 1995 the Planning Commission of City considered this
Development Agreement after a duly-noticed public hearing and has made written findings and
recommended its adoption to the City Council.
1, For the reasons recited herein, City and Developer have determined that the
Project is a development project for which this Development Agreement is appropriate. This
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Development Agreement will int eliminate uncertainty in planning for and securing
orderly development of the Property, installation of necessary improvements, the provision of
public services appropriate to each stage of development of the Project, and otherwise achieve the
goals and purposes for which the Development Agreement Legislation was enacted.
1 The City Council has reviewed and hereby approves the provisions of this
Development Agreement. It adopts the findings of the Planning Commission and her finds that
this Development Agreement is in conformance with City's General Plan and applicable specific
plans and that its implementation is in the best interest of City and the health, safety and welfare of
its residents.
NOW. THEREFORE, in consideration of the mutual covenants contained herein, and such
other good and valuable consideration, the receipt of which is hereby acknowledged, the City of
Redlands and Krikorian Premiere Theatres, Inc. hereby agree as follows:
Article 1. Pro 12cM,-,-and-Term
1.1. Pro perM Subject to thia Dgvelopment -AgmgnmuL
All of the Property shall be subject to this Development Agreement. The Parties
intend that the provisions of this Development Agreement shall constitute covenants which
shall =run with the Property, and the benefits and burdens hereof shall bind and inure to all
the successors in interest and assigns of the Parties hereto.
1.2. Lem
The term of this Development Agreement shall commence upon the effective date of
the ordinance approving this Development Agreement (the "Effective Date")and shall continue
until September 19, 1997 unless extended or earlier terminated as provided in this Development
Agreement (the "Term").
Article 2. Develo-12=1 of the EmpgM.
2.1 Vested Elements.
The permitted use of the Property, the density and intensity of use, the maximum
height and size of the proposed buildings, the provisions for the reservation or dedication of
land for public purposes, and provisions for public improvements', and other terms and
conditions of development applicable to the Property as set forth in:
(a) City's General Plan as of the Effective Date of this Development Agreement;
and
(b) City's Specific Plan No, 45 as of the Effective Date of this Development Agreement.
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c The Parking Requirements specified within City's Ordinance No. 2294,
(d) The Disposition and Development Agreement dated September 5, 1995 by and
between City and Developer..
(e) The Purchase and Sale Agreement dated September 5, 1995 by and between Cite and
Developers
(f) The Lease Agreement with Option to Purchase dated September 5, 1995 by and
between City and Developer,,
(g) Conditional Use Permit No. 630 approved for the Project by City's Planning;
Commission on September 12, 1995,
are hereby vested subject to the provisions of this Development Agreement (herein the
"Vested Elements").
2. Rue e ulati s and Qfficial'. 1'
(a) Development of the Property shall be subject to all standards of City's General
Plan, applicable specific plans, City's Municipal Code, and other rules, regulations, ordinances
and official policies applicable to such development on the Effective Date of this
Development Agreement except as otherwise provided. herein. Except as otherwise provided
in this Section ` .2, to the extent any changes in City's General Plan, applicable specific plans
City's Municipal Cade or other rules, ordinances, regulations or policies are in conflict with
the 'tested Elements, the Vested Elements shall prevail, To the extent any provisions of
future general plans, specific plans, the City's Municipal Code or other rules, ordinances,
regulations or policies, adopted on a City-wide Basis, are applicable to the Property and are
not in conflict with the Vested Elements, such general plan, specific plans, Municipal Code
provisions or other rules; ordinances, regulations or policies shall be applicable.
Notwithstanding this Section 2.2 or any other provision of this Development Agreement, nothing
in this Development Agreement shall be construed as prohibiting City from; imposing upon
Developer any existing or future fees, taxes, assessments,charges, or rates in the amounts, and at the
times such fees,taxes, assessments, charges, or rates would be due and payable to City, but for this
Development Agreement.
(b) This Section shall not preclude the application to development of the Project or
Property of changes in Cite laws, regulations, plains or policies, the terms of which are
specifically= mandated and required by changes in State or Federal laws or regulations. In
the event State or Federal, laws or regulations enacted after the Effective .Bate of this
Development Agreement or action by any governmental jurisdiction other than City prevent
or preclude compliance with one or more provisions of this Development Agreement or
require changes in plans, maps or permits approved by City, this Development Agreement
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shall be modified, extended or suspended as may be necessary to comply with such State
or Federal laws or regulations or the regulations of such other governmental jurisdictions,
provided such changes do not substantially adversely change the type of use contemplated
by Developer.
(c) Codes, ordinances and regulations relating to construction standards or permits
shall apply as of the time of grant of each applicable construction permit.
Article 3. QbfigatiQ s of the Pgdiga,
3.1 12=1mr.
3.1.1. U!�vJopmot- ofthe ,PrpjggL Development of the Project on the Property
shall be in conformance with all of the terms, covenants and requirements of this
Development Agreement.
3.2. Cily.
3.2.1. City shall accept, process and review,
in good faith, all applications for subdivision approval, building permits or other entitlements
for the Project, in accordance with the terms of this Development Agreement. The scope of
City's review of remaining or supplementary applications for development approvals shall be
confined to the issue of conformance to the terms of this Development Agreement.
Article 4. De-&-ull. tie relics, Termination.
4.1. GcngraL-,PEgyj5ign5.
Subject to extensions of time by mutual consent in writing, or as otherwise provided
herein, failure or delay by either party to perform any term or provision of this Development
Agreement constitutes a default under this Development Agreement. In the event of default
under this Development Agreement or any of its terms or conditions, the party alleging such
default shall give the alleged defaulting party not less than thirty (30) days' notice in writing,
measured from the date of certified mailing, specifying in detail the nature of the alleged
default and., when appropriate, the manner in which said default may be satisfactorily cured.
During any such thirty (30)day period of curing, the party charged shall not be considered
in default for purposes of termination or the institution of legal proceedings.
After proper notice and expiration of said thirty (30) day cure, period without cure,
or if such cure cannot be accomplished within such thirty (30) day period, without
commencement of cure within such period and diligent effort to effect cure thereafter, the
other party to this Development Agreement, at its option, may institute legal proceedings to
enforce this Development Agreement or give notice of termination of this Development
Agreement. Such notice of termination shall be by certified mail, return receipt requested.
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Failure or delay in giving notice of default pursuant to this Section 4.1 shall not
constitute a waiver of any default, nor shall it change the time of default. Except as
otherwise expressly provided in this Development Agreement, any failure or delay by either
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 such rights or remedies or deprive either such party of its
right to institute and maintain any actions or proceedings which it may deem necessary to
protect, assert or enforce any such rights or remedies.
4.2. A_nngal Review.
During the Tenn of this Development Agreement, City shall, each year at the first
regular City Council meeting of September, review the extent of good faith compliance by
Developer under this Development Agreement in accordance with the Development Agreement
Legislation. The costs of such annual review shall be home by Developer. At such meeting,
Developer shall be required to demonstrate, at Developer's expense, its good faith compliance
with the terms of this Development Agreement. If, as a result of such annual review, City
finds and determines, on the basis of substantial evidence that Developer has not complied
in good faith with the terms and conditionsof this Development Agreement, City may
terminate this Development Agreement.
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_3. A11212licable Law/Attomeys'. Fees.
This Development Agreement shall be governed by and construed in accordance with
the laws of the State of California. Should any legal action be brought by either party
because of breach of this Development Agreement , or to enforce or interpret any provision
of this Development Agreement, the prevailing party shall be entitled to reasonable attorneys'
fees (including reasonable in-house counsel fees of City and Developer at private rates
prevailing in San Bernardino County), court costs and such other costs as may be imposed
by the Court.
Article 5. Fie fitted L) °s; S-uperatdgr
.e- by Su
iNeqLiont Lams.
5.1 Permitted 12glays.
In addition to any specific provisions of this Development Agreement, performance by
either party of its obligations hereunder shall be excused during any period of delay, caused
at any time by reason of acts of God or civil commotion, riots, strikes, picketing, or other
labor disputes, shortage of materials or supplies, or damage to work in process by reason of
fire, floods. earthquake, or other casualties, the failure, delay or inability of the other party
to act, provided, however that each party shall promptly notify the other party of any delay
hereunder as soon as possible after the same has been ascertained. The Term of this
Development Agreement shall be extended by the period of time that Developer is actually
delayed as a result of such cause.
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5.2. Su=edure by Suh5gqi=1 Laws.
If any agency other than the City imposes any law or regulation ("Latex") after the
Effective Date of this Development Agreement which prevents or precludes compliance with
one or more provisions of this Development Agreement, then the provisions of this
Agreement shall, to the extent feasible, be modified or suspended as may be necessary to
comply with such new Law. Immediately after enactment of any such new Law, the Parties
shall meet and confer in gond faith to determine the feasibility of any such modification or
suspension based on the effect such modification or suspension would have on the purposes
and intent of this Development Agreement. In addition, Developer shall have the right to
challenge the new Law preventing compliance'with the terms of this Development,Agreement,
and, in the event such challenge is successful, this Agreement shall remain unmodified and
in full force and effect.
Article 7
7.1 MojUaug Protection
This Development Agreement shall be superior and senior to any lien placed upon the
Property, or any portion thereof after the date of recording this Development Agreement,
including the lien of any deed of trust or mortgage ("Mortgage"). Notwithstanding the
foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any
Mortgage made in goad faith and for value, but all of the terms and conditions contained
in this Development Agreement shall be binding upon and effective against any person or
entity, including any deed of trust beneficiary or mortgagee("Mortgagee") who acquires title
to the Property; or any portion thereof, by foreclosure. trustee's sale, deed in lieu of
foreclosure, or otherwise.
T2, MortuNot Obligated:
Notwithstanding the provisions of Section 7.1 above, no Mortgagee shall have any
obligation or duty under this Development Agreement to construct or complete the
construction of the Project or it related improvements, or to guarantee such construction or
completion; provided, however, that a Mortgagee shall not be entitled to devote the Property
to any uses or to construct any project or improvements thereon other that the Project or
improvements provided for or authorized:. by this Development Agreement.,
7. ; Nbtice of Default to MQUgggg.
If City receives notice from a Mortgagee requesting a copy of any notice of default
given Developer hereunder and specifying the address for service thereof, then City shall
deliver to such Mortgagee, concurrently with service thereon to Developer, any notice given
to Developer with respect to any claim by City that Developer has committed an event of
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default, and if City makes a determination of noncompliance hereunder, City shall likewise
serve notice of such noncompliance on such Mortgagee concurrently with service thereof on
Developer. Each Mortgagee shall have the right during the same period available to
Developer to cure or remedy, or to commence to cure or remedy, the event of default
,Claimed or the areas of noncompliance set forth in City's notice.
Article 8. Transfers and Assignments_.
8.1. lei ht—to Au
Developer shall have the right to sell, assign or transfer this Development Agreement,
and all of its rights, duties and obligations hereunder, to any person or entity at any time
during the Tenn of this Development Agreement;provided,however,in no event shall the rights,
duties and obligations conferred upon Developer pursuant to this Development Agreement be
at any time so transferred or assigned except through a transfer of Developer's interest in the
Property, or portion thereof transferred.
8.2 Release U12Qn Transfer.
Upon the sale, transfer or assignment of Developer's rights and interests under this
Development Agreement under Section 8.1 above, Developer shall be released from its
obligations under this Development Agreement with respect to the Property, or portion thereof,
so transferred arising subsequent to the effective date of such transfer (i) if Developer is not
then in default under this Development Agreement, (ii) Developer has provided to City notice
of such transfer, and (iii) the transferee executes and delivers to City a written agreement in
which(A) the name and address of the transferee is set forth and (B) the transferee expressly
and unconditionally assumes all of the obligations of Developer under this Development
Agreement with respect to the Property, or portion thereof, transferred.
8.3. Covenants Rjjn With The Land,
All of the provisions, agreements, rights, powers, standards, terms, covenants and
obligations contained in this Development Agreement shall be binding upon the Parties and
their respective heirs, successors (by merger, consolidation, or otherwise) and assigns,
devisees, administrators,representatives, lessees, and all other persons or entity acquiring the
Property. or any portion thereof, or any interest therein, whether by operation of law or in
anv manner whatsoever, and shall inure to the benefit of the Parties and their respective heirs,
successors (by merger,consolidation or otherwise) and assigns. All of the provisions of this
Development Agreement shall be enforceable as equitable servitudes and constitute covenants
running with the land pursuant to applicable law, including, but not limited to, Section 1468
of the Civil Code of the State of California. Each covenant to do or refrain from doing
some act on the Property hereunder, or with respect to any City-owned property, (i) is for
the benefit of such properties and is a burden upon such Property, (ii) runs with such
DIM437PW 8
properties, and (iii) is binding upon each party and each successive owner during its
ownership of such properties or any portion thereof, and each person or entity having any
interest therein derived in any manner through any owner of such properties, or any portion
thereof, and shall benefit each party and its property hereunder, and each other person or
entity succeeding to an interest in such properties.
Article 9. Q==J Provisions,
9.1, Emiza is a, Private Und-utaking.,
It is specifically understood and agreed by the Parties that the Project subject to this
Development Agreement is a private development; that City has no interest in or
responsibility for or duty to third persons concerning any of the improvements associated with
the Project; that Developer shall have full power over and exclusive control of the Property
herein described, subject only to the limitations and obligations of Developer under this
Development Agreement. Developer hereby agrees to and shall defend, indemnify and hold
City,and its elected officials, officers, employees and agents free and harmless from any liability
for damage or claims for age for personal injury, including death, as well as from claims
for property damage which may arise from Developer's willful misconduct or negligent acts or
omissions under this Development Agreement, excepting suits and actions brought by the
Developer for default of this Development Agreement or arising from the negligence or
willful misconduct of City.
9.2. Notices. Demods-and CQ=unicatioasBetweea !he Partig&
Any written notices, demands, correspondence and communications between City and
Developer contemplated or required by this Development Agreement shall be sufficiently given
if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the
offices of City and Developer indicated below, Such written notices, demands,
correspondence and communications may be sent in the same manner to such other persons
and addresses as either party may from time-to-time designate by mail as provided in this
section.
City: Developer:
City of Redlands Krikorian Premiere Theatres, Inc.
35 CaJJon Street 119 W. Torrence, Suite I
Redlands, CA 92373 Redondo Beach, California 90277
9.3. jNQ Joint, Vent=- Qr-EarIngrahip,
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City and Developer agree that nothing contained in this Development Agreement or
in any document executed in connection with this Development Agreement shall be construed
as making City and Developer joint venturer's or partners.
9.4 indenity
Developer shall defend, indemnify and hold harmless City, its elected officials, officers,
employees and agents from and against any and all claims,losses,damages,causes of action,injuries
and actions, including costs and attorneys' fees, arising out of,or in connection with, any negligent
act or omission, or willful misconduct of Developer, its officers, employees, agents and licensees;
or arising out of, or in connection with, City and Developer's entry into and execution of this
Development Agreement, and any of the agreements attached as Exhibits to this Development
Agreement.
9-5 Seysrff—bl-ty.
City and Developer agree that if any provision of this Development Agreement is
held invalid, the remainder of this Development Agreement shall not be affected and shall
remain in full force and effect unless amended or modified by mutual consent of the Parties.
9.6 Amen-dmg!nt.
This Development Agreement may be amended only by mutual written consent of the Parties
as provided for in the Development Agreement Legislation.
9.7 Attorneys' Fees
In the event any action is commenced to enforce or interpret the terms or provisions of this
Development Agreement the prevailing shall, in addition to any costs or other relief, be entitled to
recover itss reasonable attorneys' fees,
9,8 VY—aiye
The failure by either party to this Development Agreement to insist upon the strict
performance of any of the provisions of this Development Agreement by the other party, and failure
by a party to exercise its rights upon a default by the other party hereto,shall not constitute a waiver
of such party's right to demand strict compliance by such other party in the future.
9.9 Entire Ag-rtgmenL
This Development Agreement is executed in two (2)duplicate originals, each of which
is deemed to be an original. This Development Agreement consists of eleven (1 1) pages,
DJM437PW to
including the recitals and three (3) exhibits, which constitute the entire understanding and
agreement of the Parties as to the matters described herein. The exhibits are as follows:
L Disposition and Development Agreement dated September 5. 1995,by and
between the Redevelopment Agency of the City of Redlands and Krikorian
Premiere Theatres, Inc.
2. Lease with Option to Purchase Agreement dated September 5, 1995, by and
between the Redevelopment Agency of the City of Redlands and Krikorian
Premiere Theatres, Inc.
3. Purchase and Sale Agreement dated September 5, 1995, by and between the
Redevelopment Agency of the City of Redlands and Krikorian Theatres, Inc.
Upon completion of performance by the Parties or revocation of this Development
Agreement, a written statement acknowledging such completion or revocation, signed by the
appropriate representatives of the City and Developer shall be recorded in the Official
Records of San Bernardino County, California.
Executed the day and year first written above.
CITY OF REDLANDS, a municipal corporation
B
Mayor, City of Redlands
ATTEST.
City Clerk, City of Redlands
KRIKORIAN PREMIERE THEATRES, INC.
a California corporation
By
President of the corporation
ATTEST:
Secretary of the corporation
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EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
The property to be developed is more particularly described as follows:
So-u–thw—est comer of Oriental and Eureka(APN 169-272-20 and 22
That certain real property situated n the City of Redlands, County of San Bernardino, State
of California described as Parcel Number 2 of Parcel Map No. 11197 on file in Book 140 of
Parcel Maps,Pages 93 through 95, official records of said county.
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