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HomeMy WebLinkAbout89-300 - Resolutions RESOLUTION NO. 89-300 A ~ESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, REGARDING A PROJECT BENEFITING THE RANCHO REDEEVELOPMENT PROJECT AND MAKING CERTAIN FINDINGS IN REGARD THERETO A. Recitals. (i) The Community Redevelopment Law of the State of California (Health and Safety Code Sections 33000, et seq.), among other provisions granting powers to redevelopment agencies, contains Section 33445 which provides that a redevelopment agency, with the consent of the legislative body, may pay all or part of the value of the land for and the cost of the installation and construction of any building, facility, structure or other improvement which is publicly owned, either within or without a project area, upon a determination by such agency and such legislative body by resolution that such building, facility, structure or other improvement is of benefit to such project area and that no other reasonable means of financing the same are available to the community. (ii) The officially adopted redevelopment plan as heretofore amended of Rancho Cucamonga Redevelopment Project provides in part for the construction of community facilities to serve said project area, including facilities described below. (iii) Attached as Appendix "1" is a document which provides for the Agency's funding of public improvements to Milliken Avenue and Sixth Street from tax increment resources in a specified amount ("the Public Project" hereinafter). (iv) All legal prerequisites to the adoption of this Resolution related to the Public Project have occurred. B. Resolution. NOW, THEREFORE, the City Council of the City of Rancho Cucamonga does hereby find, determine and resolve as follows: 1. This Council hereby finds that the facts set forth in the Recitals, Part A, of this Resolution are true and correct. 2. The City of Rancho Cucamonga hereby consents to the Rancho Cucamonga Redevelopment Agency's partial funding of the costs and expenses related to the Public Projects specified in Appendix "1" hereto pursuant to Health and Safety Code Section 33445. 3. This Council hereby specifically finds and determines that the construction of the Public Project by and through Agency's partial funding will be of benefit to the Agency's Rancho Redevelopment Project. Resolution No. 89-300 Page 2 4. This Council hereby specifically finds and determines that no other reasonable means of financing is available to the community to construct the Public Project other than through the Agency's partial funding thereof as specified in Appendix "1" hereto. 5. Pursuant to California Health and Safety Code Section 33421.1, this Council hereby finds that Agency's provision of public improvements which the owners or operators of the site within the Rancho Redevelopment Project Area may have been required to provide as specified in Appendix "1" hereto is necessary to effectuate the Rancho Redevelopment Plan. 6. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED, and ADOPTED this 5th day of July, 1989. AYES: Alexander, Brown, Stout, Wright NOES: None ~~~~ ABSENT: Buquet Dennis L. Stout, Mayor ATTEST: '~erl~A. Auth~et, ~ity Cler~ I, BEVERLY A. AUTHELET, CITY CLERK of the City of Rancho Cucamonga, California, do hereby certify that the foregoing Resolution was duly passed, approved, and adopted by the City Council of the City of Rancho Cucamonga, California, at a regular meeting of said City Council held on the 5th day of July, 1989. Executed this 6th day of July, 1989 at Rancho Cucamonga, California. ~ ff~ve~ly ~Aut~elet; Ci%i 61d~k - ~ Resolution No. 89-300 Page 3 Appendix "1" OWNER PARTICIPATION AGREEMENT This Owner Participation Agreement is made and entered into by and between RANCHO CUCAMONGA REDEVELOPMENT AGENCY ("Agency" hereinafter) and GENESIS REAL ESTATE GROUP I, a California Joint Venture ("Developer" hereinafter). W I T N ~K~: A. Recitals. (i) Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California and having its office at 9320 Baseline, suite C, Rancho Cucamonga, California 91701. (ii) Developer is a California Joint Venture having its office at 139 East Huntington Drive, Monrovia, California 91016. (iii) Developer is presently purchasing and will own fee title in and to that real property specifically described in Exhibit "A" attached hereto and incorporated herein by this reference, generally located at the southeast corner of Milliken Avenue and Sixth Street within the City of Rancho Cucamonga and within Agency's Rancho Redevelopment Project and hereinafter referred to as "the site." (iv) The purpose of this Owner Participation Agreement is to implement the Redevelopment Plan for the development of the 1 Resolution No. 89-300 Page 4 site on the terms and conditions contained herein. The development of the site pursuant to this Owner Participation Agreement is in the vital and best interests of the City of Rancho Cucamonga and the health, safety and welfare of its residents and is in accord with the public purposes and provisions of applicable state and local law. Specifically, the site shall be developed with a complex designed to house 1,000 or more employees thereby providing substantial employment opportunities within the City of Rancho Cucamonga. B. Aareement. NOW, THEREFORE, in consideration of the covenants contained in this Owner Participation Agreement, the parties hereto agree as follows: 1. In consideration of Agency's covenants herein contained, Developer hereby agrees to construct and develop or cause to be constructed and developed on the site a development which contains at least approximately 50,000 square feet of office space, capable of housing at least 990 employees on a 24- hour, multi-shift basis ("the development" hereinafter). Developer further agrees that the development shall be complete and occupied on or before September 1, 1990. Said date referenced hereinabove in this paragraph I hereinafter is referred to as the "scheduled completion date." Developer shall be entitled to extensions of the scheduled completion date as are equal to delays in the construction on and development of the 2 Resolution No. 89-300 Page 5 site which are due to acts of God, acts of the public enemy, fires, floods; epidemics, quarantines, strikes, lockouts, freight embargoes, unusually severe weather, or from any other cause, whether of the same type as the foregoing, or not, but only if any such delay from any of the foregoing specific or general causes is beyond the control and without the fault or negligence of Developer. If Developer contends that any such delay or delays has or necessarily will occur, Developer shall give written notice of such contention and the contended period of delay to Agency with sufficient documentation and data to support such contention. Should Agency desire to dispute such contention, it shall do so in writing within thirty (30) days of its receipt of Developer,s written notice. If Agency fails to so notify Developer, Agency will be estopped from later disputing Developer's contention. If Developer and Agency agree as to any such contention and as to the amount of time to be encompassed by any such extension, Developer and Agency shall reduce said agreement to writing and shall execute the same as an addendum to this Agreement. Any and all disputes relating to any such contention regarding a claimed extension of the scheduled completion date shall be settled and decided by arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as then in effect. Any such arbitration shall be held and conducted before three arbitrators who shall be 3 Resolution No. 89-300 Page 6 selected in accordance with the provisions set forth in said Rules. Moreover, the prevailing party in any arbitration shall be awarded reasonable counsel fees, expert and non-expert witness costs and expenses and all other costs and expenses incurred, directly or indirectly, in connection with said arbitration, and all costs and fees of said arbitrators shall be borne exclusively by the non-prevailing party. The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. The provisions of Title 9 of Part 3 of the California Code of civil Procedure, including Section 1283.05 thereof permitting expanded discovery proceedings, shall be applicable to all matters which are arbitrated pursuant to this paragraph 1. This agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. Notice of the demand for arbitration shall be filed in writing by Developer at the nearest office of the American Arbitration Association to the City of Rancho Cucamonga. The demand for arbitration shall be made by Developer within thirty (30) days after Developer's receipt of Agency's written dispute Of Developer's contention for extension of the scheduled completion date. 2. Agency agrees that if the development is complete and occupied on or before the scheduled completion date or any extension thereof determined in accordance with the provisions of paragraph 1 above, Agency shall within thirty (30) days of such 4 Resolution No. 89-300 Page 7 completion remit to Developer the sum of $170,000.00 as and for Agency's contribution to the construction of the public improvements to Milliken Avenue and Sixth Street upon which the developmentlhas been conditioned. Due to Agency's defraying costs related to said public improvements, Developer shall cause the same to be bid, contracted for and completed in compliance with the provisions of the California Public Contracts Code and the California Labor Code applicable to public projects. 3. Attached hereto as Exhibit "B" are Sections 33445 and 33436 of the California Health and Safety Code. The provisions and requirements thereof are hereby made a part of this contract and Developer agrees to fully carryout all of the provisions of those sections, including, but not limited to, refraining from any acts of discrimination therein set forth and including the insertion in any deeds or leases of the provisions therein set forth and to require in every such deed or lease that its grantee or lessee and their respective grantees, lessees and sublessees, whether immediate or mediate, insert like provisions in any further deed, lease or sublease. 4. This Agreement shall not be assigned in whole or in part by Developer without Developer first obtaining the prior written consent to any such assignment by Agency. 5. Any and all notices, requests or other communications required or permitted to be given under this Agreement or by reason of this Agreement shall be in writing and 5 Resolution No. 89-300 Page 8 shall be deemed to have been given when delivered in person, or five (5) business days after mailing by certified or registered mail, return receipt requested, first-class postage prepaid, if mailed in the State of California, or seven (7) business days after so mailing elsewhere in the continental portion of the United States of America, or the date of actual receipt as indicated on the return receipt, whichever date first occurs; or ten (10) hours after the time dispatched by telegram or cable; in every case addressed to the parties hereto as follows: A. If to Agency, to: RANCHO CUCAMONGA REDEVELOPMENT AGENCY 9320 Baseline, Suite C Rancho Cucamonga, California 91701 Attention: Ms. Linda Daniels and MARKF~N, ARCZYNSKI, HANSON & GOLDMAN Number One Civic Center Circle Post Office Box 1059 Brea, California 92621 Attention: Mr. James L. Markman B. If to Developer, to: GENESIS REAL ESTATE GROUP I 139 East Huntington Drive Monrovia, California 91016 Attention: or such other address or addresses as the party addressed may, from time to time, designate in writing in the manner herein specified. Any notice dispatched by telegram or cable shall be 6 Resolution No. 89-300 Page 9 reaffirmed by the sender within twenty-four (24) hours by mailing a confirming letter in the manner hereinabove specified. 6. In the event that either party hereto brings any action at law or suit in equity in relation to this Agreement, or to declare such party's rights under this Agreement, the prevailing party in such suit or action, on trial or appeal, in addition to all other sums to which it may be entitled, may call upon the non-prevailing party to pay a reasonable sum for its attorneys' fees and to pay all other costs and expenses that have been incurred by the prevailing party, either directly or indirectly, in connection with said action or suit, as shall be fixed by the court. 7. Nothing in this Agreement, whether expressed or implied, is intended to confer any rights or remedies under or by reason of the terms and provisions hereof on any person other than the parties to it and their respective successor and permitted assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third person to any party to this Agreement, nor shall any provision hereof give any third persons any right of subrogation or action over or against any party to this Agreement. 8. Unless otherwise required by a specific provision of this Agreement, time hereunder is to be computed by excluding the first day and including the last day, unless the last day is a Sunday or a legal holiday, and then it is to be excluded. 7 Resolution No. 89-300 Page 10 9. Each party to this Agreement agrees to cooperate by performing any further acts and by executing and delivering any and all additional documents which may be reasonably necessary to carry out the terms and provisions of this Agreement, and each party to this Agreement agrees that it will not act in any manner whatsoever which would hinder, impede, interfere with or prohibit or make more onerous or difficult the performance of the other party hereto under this Agreement. 10. To the best knowledge and belief of the parties to this Agreement, this Agreement contains no provision that is contrary to any federal, state or local law or to any regulatory rec~irement or other ruling or regulation of a federal, state or local agency or that would be in breach of the obligations of either or both of the parties hereto under the terms and provisions of any legally binding a~reement; however, if any provision of this Agreement, or any part thereof, shall at any time be held to be invalid, in whole or in part, under any applicable federal, state or local law by a court of competent jurisdiction, or by arbitrators or an administrative agency of the federal, state or local government with proper jurisdiction, then such provision or a portion thereof, as appropriate, shall remain in effect only to the extent permitted, and the remaining provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated, unless the Resolution No. 89-300 Page 11 invalidated provision(s) shall uniquely, materially and~ adversely affect the rights and obligations of a party to this Agreement. 11. No delay or omission to exercise any right, power or remedy accruing to either party to this Agreement upon any breach or default of the other party to this Agreement shall impair any right, power or remedy of the non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or acquiescence therein or thereto, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default by either party to this Agreement be deemed to be a waiver of any other breach or default theretofore or thereafter occurring. All remedies, either under this Agreement or by law, equity or otherwise, shall be cumulative and not alternate. 12. This Agreement and the instruments particularly referenced herein contain the entire and exclusive agreement between the parties to it, and no promise, representation, warranty or covenant not included in this Agreement have been or are being relied upon by any party to this Agreement. All obligations of Agency and Developer under this Agreement are expressly state4, and no other obligations, conditions or covenants are to be implied hereunder. Each party to this Agreement has relied or is relying upon its own examination of the terms and provisions of this Agreement, the counsel of its own advisors, and the warranties, representations, duties and 9 Resolution NO. 89-300 Page 12 covenants contained in this Agreement. Moreover, the terms and provisions of this Agreement may not be changed orally, but only by an ~greement in writing duly executed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. 13. This Agreement and any amendment thereto may be executed in one or more counterparts, with the same legally binding effect as if all signatory parties were signatories to the same counterpart. If requested, any signatory party hereto will furnish the other party hereto with a duplicate original counterpart of this Agreement or any amendment thereto, bearing said signatory's signature. 14. The terms and provisions of this Agreement shall not cause the parties hereto to be construed in any manner whatsoever as partners, joint venturers or agents of each other in the performance of their respective duties and obligations under this Agreement, or subject either party to this Agreement to any obligation, loss, charge or expense of the other party unless the party to be held responsible has independently contracted with the claimant so as to make it directly responsible for the performance and/or payment, as appropriate, of the pertinent obligation, loss, charge or expense. 15. Should any provision of this Agreement require interpretation, it is agreed that the person or persons interpreting or construing the same shall not apply a presumption 10 Resolution No. 89-300 ~. ~. Page 13 that the terms of this Agreement shall be more strictly construed against one pgrty by reason of the rule of construction that a document is to be construed more strictly against the party thereto who itself or through its agents or counsel prepared the same or caused the same to be prepared; it being agreed that the agents and counsel of all of the parties hereto have participated equally in the negotiation and preparation of this Agreement. The language in all parts of this Agreement shall be in all cases construed simply, fairly, equitably and reasonably, according to its plain meaning and not strictly for or against any of the parties hereto. 16. Time is expressly made of the essence of each and every provision of this Agreement. 17. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. 18. No remedy or election hereunder shall be deemed to be exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 19. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. Resolution No. 89-300 Page 14 IN WITNESS WHEREOF, the parties hereto have executed and entered into this Agreement as of the date set forth below opposite the name of each such party. GENESIS REAL ESTATE GROUP I, a California Joint Venture RANCHO CUCAMONGA REDEVELOPMENT AGENCY Chairm~n S~cretar~ -- $~ X35 ~OP~ENSXS ~RC 18.8 12 Resolution No. 89-300 Page 15 LEGAL DESCRIPTION OF SITE Parcels 2 and 4 of Parcel Map No. 9896, in the City of Rancho Cucamonga, County of San Bernardino, State of California, as shown by Map on file in Book 109, page(s) 41 to 43 inclusive of Parcel Maps, Records of San Bernardino County, California. Resolution No. 89-300 Page 16 EXHIBIT "B" § 33435. Obligation of lessees and purchasers to refrain from discrimination; nondiscrimina- tion and nonsegregation clauses Agencies shall obligate lessees and purchasers of real property acquired in redevelopment projects end owners of property improved as a part of a redevelopment project to refrain from restricting the rental, sale, or lease of the property on the basis of race, color, religion, eex~ marital statoe~ ancestry, or national origin of any person. All deeds, leases, or contracts for the sale, lease, sublease, or other ~raasfer of any land in a redevelopment project shall contain or be subject to the nondiscrimination or nonsegregation clauses hereafter prescribed. (Amended by Stats.1976, c. 659, p. 1557, § 2.) § 33436. Form of nondiscrimination anti nonsegregation clauses Express provisions shall be included in all deeds, leases and contracts which the agency proposes to enter into with respect to the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of any ]and in a redevelopment project in substantially the following form: (a) In deeds the following language shall appear--"The grantee herein covenants by and for himself or herself, hie or he~: heirs, executors, administrators, and assigns and all persons claiming under or--them, that there she be no discrimination against or segregation of, any person or group of person~ on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee ° ° ° or any person claiming under or through him or her, establish or permit any ~uch practice or practices of discrimination or segregation with reference.to the ~election, location, number, use or occupancy of tenants, lessees, subtenants, eubleseees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." Co) In leases the following language shall sppea~--"The lessee herein covenants by and for hlmeelf or herse]f, hie or her heirs, executors administrators, and assigns, and al persons c]aiming under or ~ m or her, and this lease is made and accepted upon and subject to the following condition~: That there shall be no discrimination against or segregation of any per, on or group of persons, on account of r~ce, color, creed, religion, sex, marital statue, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, ase, or occupancy, of tenants, lessees, eubleeasee, subtenants, or vendees in the premises herein leased." (c) In contracts entered into by the agency relating to the sale, transfer, or leasing of land or any interest therein acquired by the agency within any survey area or redevelopment project the foregoing provisions in substantially the forms set forth shall be included and ' ' ' the contracts shall further provide that the foregoing provisions shall be binding upon and shall o-o-~ligata tho contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. (Amended by Ststs.1976, c. 689, p. 1557, § 3; Ststs.19$1, c. 714, p. 2687, § 240.!