2009-105-Parcel Acquirement 20 Dittos LaneRESOLUTION 2009-105
RESOLUTION OF THE BOARD OF DIRECTORS OF THE LOS GATOS
REDEVELOPMENT AGENCY APPROVING ASSIGNMENT AND ASSUMPTION
AGREEMENT AND EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT FOR
ACQUISITION OF AND EVENTUAL DEVELOPMENT OF
20 DITTOS LANE (APN 529-29-034)
WHEREAS:
A. On March 13, 2009, ROEM Development Corporation, a developer of affordable
housing, hereafter referred to as "ROEM," entered into an Agreement for Purchase and Sale of
Real Property and Escrow Instructions, hereafter referred to as the "Purchase Agreement,"
regarding 20 Dittos Lane, (APN 529-29-034), hereafter referred to as the "Property." ROEM
desires to develop an affordable housing project on the Property.
B. The Property is approximately 1.58 acres in size, is located in the Central Los
Gatos Redevelopment Project Area, has a General Plan designation of Medium Density
Residential, is Zoned R-1D, and is currently used as rental housing, including residential units.
The Property is owned by Nicholas Gera, who offered it for sale on the open market.
C. In Apri12008 the Town's Redevelopment Agency was approached by ROEM
regarding possible development of affordable housing on the Property. ROEM subsequently
offered to assign the Purchase Agreement to the Agency so long as the Agency enters into an
agreement granting ROEM an exclusive right to negotiate with the Agency regarding the
development of the Property.
D. The proposed use of the project would be consistent with the Town's General Plan
and the Redevelopment Plan for the Project Area. Subject to future planning and approvals,
acquisition for eventual redevelopment of the Property would help to eliminate current blighting
conditions in the Project Area and would provide an opportunity to develop an appropriate
number of low and moderate income affordable housing units for the benefit of the community
and in satisfaction of various Community Redevelopment Law affordable housing requirements.
E. The Board of Directors of the Agency wishes to acquire the Property for purposes
of developing affordable housing consistent with the General Plan, Zoning and the Central Los
Gatos Redevelopment Project Area Plan.
l~ . The proposed Assignment and Assumption Agreement regarding the Purchase
Agreement, and the proposed Exclusive Right to Negotiate Agreement are attached hereto as
Exhibits "A and B," respectively and incorporated herein by this reference.
RESOLVED:
The Assigmnent and Assumption Agreement and Exclusive Right to Negotiate Agreement
are approved and the Executive Director is hereby authorized to execute the agreements in
substantially the form of Exhibits "A and B" hereto.
PASSED AND ADOPTED at a regular meeting of the Town Council/Agency Board of
Directors of the Town of Los Gatos/Los Gatos Redevelopment Agency, California held on the 21S`
day of September, 2009, by the following vote:
DIRECTORS:
AYES: Diane McNutt, Joe Pirzynslci, Steve Rice, Barbara Spector, Mayor Milce Wasserman
NAYS: None
ABSENT:
ABSTAIN:
SIGNED: `~~ `~~~~ G%~
CHAIR OF THE REDEVELOPMENT AGENCY
TOWN OF LOS GA'I'OS
ATTEST:
~~
ECRE ARY OF THE REDEVELOPMENT AGENCY
TO OF LOS GATOS
FINAL
ASSIGNMENT AND ASSUMPTION OF AGREENII•;NT FOR
PURCIASE AND SALE AND ESCROW INSTRUCTION
THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR PURCHASE AND
SALE AND ESCROW INSTRUCTIONS (this "Agreement"), is made and entered into as of
September 21, 2009, by and between ROEM DEVELOPMENT CORPORATION, a California
corporation ("Assignor"), and the REDEVELOPMENT AGENCY OF THE TOWN OF LOS
GATOS; a public body corporate and politic ("Assignee").
RECITALS
A. Assignor, as Buyer,. and Nicholas Gera, an i~.dividual as Seller, have entered into
that certain Agreement for Purchase and Sale of Real Property and Escrow Instructions, dated as of
March 23, 2009, as amended by that certain Addendum to Agreement for Purchase and Sale of
Real Property and Esert~w Instillctions, dated June 25 and June 29, 2009, and that certain Second
Addendum to Agreement for Purchase and Sale of Real Property and Escrow Instttiictions, dated
August 2'7 and August 28, 2009, and as may be subsequently amended in the manner set forth in
Section 5 below (the "Purchase Agreement"), regarding certain improved real property located 'at
20 Dittos Lane, Los Gatos, California, and more particularly described in Exhibit .A to the Purchase
Agreement. Capitalized terms used but not detilled in this Agreement shall have the meanings
given ui the Purchase Agreement.
B. Assignor and Assignee desire to evidence the •assignment of the iutcrest of "Buyer"
under t11e Purchase Agreement by Assignor to Assignee, and the assumption by Assignee of all of
the obligations of Assignor under the Purchase Agreement, except as otherwise provided u1 tl>is
Agreement.
NOW, THEREFORE, in consideration of the Recitals, the proiniscs contauied herein and
other good and valuable consideration, the receipt and sufficiency of which a1•e hereby
acknowledged, the parties hereto agree as follows:
1. Assi went. Subject to satisfaction of the conditions set forth in Section 3 below,
Assignor hereby assigns to Assignee all of the right, title and interest of the "Buyer" under the
Purchase Agreement and (1) all of the right, title and interest of Assignor in and to the Purchase
Agreement, including, without limitation, Assignor's interest in the Deposits and the Reports, and
(2) any claim, right, demand or remedy that Assignor may now or hereafter have or be entitled to on
account of the Purchase Agreement or the negotiations leaduig thereto.
2. Asstun tp ion. Subject to satisfaction of the conditions set forth in Section 3 below,
Assignee hereby asstunes all of Assignor's obligations under the Purchase Agreement, whether such
obligations fYrst arise or accrue before or after the date of this Agreement, and Assignee agrees that
it shall be bound. by the terms and provisions of the Purchase Agreement; provided, however, that
Assignor shall remail responsible for any obligations of Buyer accruing pursuant to Section 3.4 of
the Purchase Agreement resulting fioln entry on the Property by Assignor or Assignor's agents,
employees, and contractors. ,
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3. Conditions to Effectiveness. 'The terms of this Agreement and the assigzunent and
assumption of rights, interests and obligations contemplated hereby shall become effective only
upon satisfaction of all ofthe following conditions:
a. Assignor (at its sole cost} shall have delivered to Assignee, by not later flea-n
September 22, 2009, (1) the Reports received by Seller pursuant to Section 3.1.1 of the Purchase
Agreement, and (2) a Phase I Ezavirozmlental Site Assessment for the Property prepared by a
licensed consultant reasonably acceptable to Assignee, and Assignee shall have- determined ii its
sole discretion, based an the Phase I Environmental Site Assesszxzent, an inspection of the residential
ulrits on the 'Property by a Town of Los Gatos {"Town") building inspector, and other i-lformation
available to Assignee, that the Property is in physical condition acceptable ta~Assignee, such that the
Assignee is prepared to provide a Feasibility Approval Notice pursl.Yant to Section 3.1.2 of t11e
Purchase Agreement;
b. Assignee shall have.prepared such studies as it deems appropriate (at its sole
cost) and shall have detez7nirzed in its sole discretion that the potential costs of relocation of
occupants of the Property under any applicable federal and state relocation requirernenis is
acceptable to Assignee;
c. Assignor shall have provided a Preliminary Title Report for the Property
and a description of all liens, easements, encumbrances, covenants, conditions, and restrictions
that Assignor has accepted or is deemed to leave accepted as Permitted Exceptions pursuant to
Section 3.2.4 of the Puuchase Agreement, and Assignee shall have determined in its sale
discretion that the condition of title to the Property to which the Property will be subject at the
Close of Escrow is acceptable to Assignee; and
d. ~ Assignor shall have provided Seller's approval of Assignor's rights under
the Purchase Agreezr~ent to Assignee pursuant to Section 8.12 of the Purchase Agreement, in
farm acceptable to Assignee i1 its sole discretion..
e. An affiliate of Assignor and Assignee shall have executed and delivered to
each other an Exclusive Right to Negotiate Agreement in fermi and content reasonably
satisfactory to Assignor.
The conditions set forth in subsections a., b., c. and d. above are for the benefit of
Assignee and may be waived only by Assignee. 'The condition set forth in subsection e. above is
far the benefit of Assignor and lnay be waived only by Assignor.
In order to enable Assignee to consider satisfaction of the conditions set forth in
subsections a., b., c., and d. above, Assignor shall arrange with Seller for reasonable and timely
access to the Property and ifs occupants by Assignee, the Town, and their respective agents and
consultants.
Ai~;er consulting with Assignor with respect to the condition set fortli in
subsection e, above, and if such be the case, Assignee shall provide wzitten notice to Assignor
(the "Effectiveness Notice") of the satisfaction of ale conditions set Earth in this Section 3 (or
waiver thereof by the benefited party) and the effectiveness of the terms of this Agreenrzent
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L l51\011736885.4
promptly following satisfaction of all conditions but no later than 5:00 pan. local time on .
September 25, 2009.
If all conditions set forth in this Section 3 have not been satisfied (or waived by
the benefited party) by 5:00 p.rn. local tirrxe on September 25, 2009, then this Agreement shall
not take effect, unless the parties agree otherwise in writing.
4. Notification to Seller. Promptly fallowing receipt of the Effectiveness Notice,
Assi•g-nor shall formally notify Seller of the assignment contemplated by this Agreement.
5. Amendment of Purchase Agreement. Assignor shall not cause and permit a
fiirther aincndment of the Purchase Agreement without the prior written consent of Assignee,
which shall not be unreasonably withheld, conditioned, or delayed. Assignee shall not cause al~zd
permit a fiirther ainendlnezlt of the Purchase Agreement effeet~.lating one or more of the
following wiiliout the prior written consent of Assignor, which shall not be tzl~reasonably
withheld, conditioned, or delayed: an increase in the Purchase Price; a change in the physical
condition in which the Property will be transferred to Assignor; a change in the condition of title
izz which the Property will be transferred to Assignor; or a~lother change that would materially
impair the redevelopment potential of the Property.
6. Reimbursement of Deposits. Within five (5) business days after delivery of the
Effectiveness Notice, Assignee shall reimburse to Assignor the amount of Fii~y Thousand
Dollars {$50,000), which constitutes the amount of the Deposits made by Assignor pursuant to
the Purchase Agreement. Assignee shall have no other monetary obligation to Assignor under
this Agreement.
7. Counterparts. Tlus Agreement .may be executed in auy number of counterparts,
provided each of the parties 1lereta executes at least one counterpart; each such counterpart hereof
shall be deemed to be an original iistlument, but all such counterparts together shall constitute but
one agreemez~zt.
$. Entire Agreement. This Agreement constitutes the entire agreement among the
parties pertaiiung to the assignment of the Purchase Agreement from Assignor to Assignee as of
the date liercof and supersedes all prior and contemporaneous al,~reements and understandings of
the parties in connectYan therewith. No representation, warranty, covenant, agreement or
condition not expressed in this Agreement shall be binding upon the parties to this Agreement.
9. Attorney's Fees, If it becomes nccessa~y for either party to fzle a suit to enforce
this Agreement or any provisions contained in this Agreement, or to seek damages for a breach,
the prevailing party shall be entitled to recover, in addit7on to all .other remedies or damages,
reasonable attozliey's fees and costs incurred ii such suit,
10, Authoi7ty. Each party represents and wa1~•ants to the other that the signatory
below. has full autl~arity to execute this Agreement on behalf of such party, and that this
Agreement constitutes the valid and binding obligation of such party.
l 1511011736885.4
3
IN WITNESS WHEREOF, the parties hereto Dave executed this Agreement as of the date
first above written.
ASSIGNOR:
ROEM DEVELOPMENT CORPORATION, a
California corporation
By;
Jonathan Emanni
Vice President
By:
Marcus Griffin
Chief Financial Officer and Treasurer'
ASSIGNEE:
REDEVELOPMENT AGENCX OF' TIIE
APPROVED AS TO FORM: TOWN OF LOS GATOS, a public body,
corporate and politic
By:
Orry Korb
Agency Counsel
By:
Greg Larson
E~cecutive Director
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1I51\Ol\736885.4
TINAL
EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT
(20 DITTOS LANE DEVELOPMENT)
This Exclusive Right To Negotiate Agreement (this °Agreement") is entered into as of
September 21, 2009 (the "Effective Date"), by and between the Redevelopment Agency of tl~ze
Town of Los Gatos, a public body, corporate and politic (the "Agency"), and Dittos Lane Fanuly
Housing, L.P., a Califaz7iia limited partnership (the "Developer"). The Agency and the
Developer {sometimes collectively referred to as the "parties") have entered into this Agreement
on the basis of the followhig facts:
RECITALS
A. The Town Council (the "Town Council") of the Town of Los Gatos (the "Town")
leas adopted and the Agency is responsible for implementation of the Redevelopment Plan for the
Central Los Gatos Redevelopment Praject (the Redevelopment Plan") to redevelop the Central
Los Gates Redevelopment Project Area (the "Project Area"), consistent with the policies and
standards of the Redevelopment Plan and the General Plan of the Town {the "General Plan").
The goals for the Redevelopment Plan include alleviation of blighting conditions and the
provision of affordable housing in tlZe Project Area.
B, Roern Development Corporation {"Buyer") leas entered into a purchase and sale
agreement (the "I'tzrchase Agreement") for the acquisition of an approximately 1.58-acre
property located at 2U Dittos Lane (APN 529-29-034) within the Project Area, and more
particularly described in the attached Exhibit A (the "Property").
C. In turn, the Buyer and the Agency have entered into an assignment and
assumption agreement (the "Assignment Agreement"}, dated as of September 21, 2009, whereby
the Developer his assigned and the Agency has assumed (subject to satisfaction of specified
conditions) the rights of the "Buyer" under the Purchase Agreement, giving the Agency the right
and obligation to purchase the Property in accordance with the Purchase Agreement.
D. The Agency desires to cause development on the Property of a residexitial
development, including an appropriate mix of affordable housing units, consistent with. the
requireixients of the Redevelopment Plan, the General Plan, and the California Connnunity
Redevelopment Law (the "Project").
E. The development of the Project in the Project Area will further the Agency's goals
of providing affordable housing and will assist in ameliorating blighting influences in the Project
Area.
E. The purpose of this Agreement is to establish procedures and standards for the
negotiation by the Agency and the Developer of a disposition and development agreement (a
"DDA") pursuant to which the Agency would convey the Property to the Developer and the
Developer would develop, own and operate the Project on the Property. As more fii11y set forth
N:\[v1GR\AdminWork['ileslGonfidenlial19-21-09 Dittos Agrecmcut2.DUC
I;x~l><~IT r~
in Section 3.1, the Developer acknowledges and agrees that this Agreement in itself does not
grant the Developer the right to develop the Project, nor does it obligate the Developer to any
activities or costs to develop the Proj ect, except for the actions and negotiations contemplated by
this Ateement. .
AGIZ EEMEN'I'
NOW, THEREFORE, in consideration of the n1utLlal covenants and promises contained
herein and for other valuable considez°ation, the receipt and sufficiency of which is hereby
acknowledged, the parties mutually agree as follows:
ARTICLE 1.
EXCLUSIVE NEGOTIATIONS RIGHT
Section 1.1 Good Faith Negotiations. The Agency and the Developer shall negotiate
diligently acid in good faith, during the Negotiathng Period described in Section. I.2, tl~e terms of
a DDA for the development of the Project on the Property. During the Negotiating Period, the
parties shall use good faith efforts to accomplish the respective tasks outlined in Article 2 to
facilitate the negotiation of a mutually satisfactory DDA.
Among the issues to be addressed in the negotiations are the purchase price for the
Property, appropriate number of affordable units and affordability levels, design, parking and
aesthetic considerations of the Project (including appropriate means of access), the development
schedule for the Project, responsibilities for relocation of existing occupants of the Property,
fYrlancing of the Project, marketing and management of the Project, and the provision of public
improvements related to the Project. The asnoimt, timing, method, source and other terms of any
Agency financial assistance toward development of the Project shall be determined through the
negatiathig process far the DDA.
Section 1.2 Negotiating Period. Subject to earlier termination pursuant to specific
provisions of tins Agreement, the negotiating period (the "Negotiating Period"} under this
Agreement shall be two hundred seventy (270) days, conunencing on tl~e Effective Date (as set
forth in the Opening I?aragraph of this Agreement). The Negotiating Period maybe extended or
modified by formal amenchnent of this Agreement approved by the Agency Soard and executed
by the Executive Director on behalf of the Agency and the Developer.
If, despite their respective diligent good faith effot~s, the paI•ties are unable to reach
agreement and execute and deliver a DDA by the expiration of the Negotiating Period, then this
Agreement. shall terminate anti neither party shall have any further rights or obligations under
this Agreement; except that the provisions of Sections 1,4 (regarding refunding of the Deposit
and any interest earned thereon to the Developer), 3.3 and 3.S shall survive any terininatron. If a
DDA is executed by the Agency and the Developer then, upon such execution, this Agreement
shall terminate, and all rights and obligations of the parties shall be as set forth in the executed
DDA.
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Iu addition to termination of this Agreement as described above, if the assigzunent of the
Developer's rights as "Buyer" under the Pw•chase Agreement does not become effective due to a
failure to timely satisfy one or mare of the conditions set forth in Section 3 of the Assignment
Agreement, then either party may terminate this Agreement by written notice to the other party.
Upon such termination, neither party shall have any further rights or obligations under this
Agreement, except that the provisions of Section 1.4 (regarding refunding of the Deposit and any
interest Darned thereon to the Developer), 3.3 and 3.5 slz.all stuvive such termination.
Section 1.3 Exclusive Negotiations. During the Negotiating Period, the Agency shall
not negotiate with any entity,. other than the Developer, regarding development of the Property,
or solicit or entertain bids or proposals to do so.
Section l.4 Good Faith Deposit. In consideration for this Agreement, the Developer.
s11a11, concuzi ently with the execution of this Agreement by the Agency, provide to the Agency a
cash deposit of Twenty-Five Thousand Dollars (.$25,000} (the "Deposit")..During the term of
this Agreement, the Agency shall invest the Deposit for purposes of earning interest thereon.
If this Agreement is terminated without execution of a DDA other than as the result of the
occurrence of an uncured.Developer's default pursuant to Section 3.6, the Deposit and aziy
interest earned thereon shall be refunded promptly to the Developer.
If tlis Egreement is terminated by the Agency due to the occurrence of an uncured
Developer's default, the Deposit and any interest earned thereon shall be retained by the Agency,
as more fiilly provided in Section 3.6.
If performance of this Agreement results iz1 execution of a DDA, the disposition of the
Deposit and any interest earned thereon shall lie as set forth in the DDA,
Section 1.5 Identification of Developer Representatives and Development Team.
(a) Ne otg_, iating Representatives. The Developer's representatives to negotiate
the DDA with the Agency are Jonathan Einaini and Marcus Griffin . The Developer's
negotiating representatives maybe changed by written notice to the Agazley.
(b} Development Team. The parties' acknowledge that the identity and
quality of the Developer's team for the Project is important to the completion of the tasks set
forth in Article 2 below, and in seeking to negotiate a mutually acceptable DDA. The following
shall constitute initial members of the Developer's team far the Project:.
Architect KTGY
Legal Counsel Cox, Castle & Nicholson LLP
As part of the Preliminary Proposal submitted pursuant to Section 2.3, the
Developer shall.hdentify and seel~ Agency approval of its proposed civil engineer for the Project,
which approval shall not be tu~reasonably withheld, conditioned or delayed. The arclitect and
legal counsel identified above and the civil engineer approved in accordance with Section 2.3
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N;\v[GR\AdminWorkFiles\Contidentia119-21-09 Dittos Agreement2,DOC
shall comprise the "Development Team" for the Project. The Developer inay replace one or
more members. of the Development Team upon receipt of Agency approval, which approval shall
not be unreasonably withheld, conditioned or delayed.
Section 1,6 identification of Agency Representatives. The Agency's representatives to
negotiate the DDA with the Developer are Bud Lortz and Greg Larson. Greg Larson, as Agency
Executive Director, has ultimate Agency sta~`f authority to make decisions related to this
Agreement that can be made at the staff level, and to make staff recommendations to the Agency
Board in connection with decisions related to this Agreement to be made at the Agency Board
level. The Agency's negotiating representatYVes maybe changed by written notice to the
Developer.
ARTICLE 2.
NEGOTIATION TASKS AND DDA PROVISIONS
Section 2.1 Overview ERICA. Schedule. To facilitate negotiation of the DDA, the
parties shall use reasonable good faith efforts to accomplish the tasks set forth in this Article 2
within the specific times set forth in the milestone schedule set forth in the attached Exhibit B
(the "ERNA .Schedule"}, and within an overall timeframe that will support negotiation and
execution of a mutually acceptable DDA prior to the expiration of the Negotiating Pel-iod. The
ERNA Schedule maybe modified from time to time (including modification of dates for
completion of specified actions and/or addition of further actions) without formal amendment of
this Agreement by written document executed by the Developer and the Agency Executive
Director or the Executive Director's designee; provided, however, in no event shall the overall
duration of the Negotiating Period by modified other than by fo>7na1 amendment of tlris
Agreement approved by the Agency Board in accordance with Section 1.2.
In addition, Section 2.2 sets Earth certain general terms that the parties intend to
incorporate in any mutually acceptable DDA..
Section 2.2 Certain DDA Provisions. The parties acknowledge and agree that any
mutually acceptable DDA shall co~atain provisions to the following effect,
(a) Ph, s~~l Condition.. 1'he physical condition in which the Agency conveys
tl~e Property to the Developer (provided the Developer is otherwise entitled to such conveyance
under the terms of the DDA) will be the same physical condition in which the Agency receives
the Property pursuant to the Puuchase Agreement, namely "AS IS, WITH .ALL FAULTS", as
further described in Sections 4.2.3 and 4.3 of the Purchase Agreement; provided, however, that
the Agency may, in its .sole discretion after obtaiiung the prior written consent of Developer,
which consent shall not be unreasonably withheld, conditioned or delayed, remove'any physical
improvements currently located on the Property.
{b) Title Condition. The condition of title {including liens, easements,
enc>.unbrances, covenants, conditions, and restrictions) in which the Agency conveys the
Property to the Developer will be the same condition in which the Agency receives the Property
pursuant to the Purchase Agreement.
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N:~IV1GRWdminWorkl^ileslConfidentiall9-21-09 Dittos A~~eement2.DOC
(c) Retorts, At th,e time of conveyance of the Property by the Agency to the
Developer, the Agency sl~all assign, by instrument reasonably acceptable to the Developer, the
Agency's rights, title and interest in and to the Reports. (as defined in the Purchase Agreement),
which rights, title and interest have previously been assigned by the Buyer to the Agency
pursuant to the Assignment Agreement,
Section 2.3 Preliminary Proposal; Pr~osed Term Sheet. Within the time set forth in
the ERNA Schedule, the Developer shall prepare and submit to the Agency a preliminary
proposal (the "Preliminary Proposal") that contains the elements set forth in the attached
Exhibit C.
The design components of the Preliminary Proposal shall. serve as the basis for the Initial
Community Workshop (as defined and described in Section 2.5 below) and for input by the
Agency Board. During the course of preparation of the Preliminary Proposal, the Developer and
the applicable members of the Development Team shall confer with and consider in good faith
the input of Agency staff regarding the scope and content of the Preliminary Proposal.
Within the time set forth in the ERNA Schedule, Agency staff shall provide t11e
Developer with:
(a) formal comments regarding the Preliminary Proposal, taking into account
the input received at the Initial Cozntnunity Meeting and from the Agency Board, as well as the
technical input from the Agency's consultants for the Project;
(b) a proposed term sheet (the "Proposed Tenn Sheet") contaizung proposed
busizless aucl financial terms as a starting point for negotiation of the DDA; and
(c) approval or disapproval of the proposed civil engineer and landscape ,
architect for the Development Team, for which the Agency's approval shall not be unreasonably
withheld.
Section 2.4 Refined Proposal. Within the time set forth in the ERNA .Schedule, the
Developer shall submit a refined proposal for t11e Project (the "Refined Proposal"). The Refined
Proposal shall; (a} be a focused refinement of Preluninaiy Proposal; (b) contain the elements set
forth in the attached Exhibit D; and (c) take into account the results of the Initial Communty
Workshop and. any Agency Board comments regarding the Preliminary Proposal, the continents
of .Agency staff and consultants regarding the Prelizninazy Proposal, the Developer's response to
the Proposed Term Sheet, and the negotiations to date. The design elements of the Refined
Proposal shall serve as the basis for the Second Community Workshop (as de#ined in Section 2.5
below).
During the course of preparation of the Relined Proposal, the Developer and the
applicable members of the Development Team shall confer with and consider in good faith the
input of Agency staff regarding the scope and content of the Refned Proposal To facilitate
preparation of the Refined :Proposal, the Agency shall convene a meethlg or meetings between
the Developer and kziowledgeable representatives of the Town departments that would review
any formal development application for t11e Project, to obtain input from such representatives of
N:\~VIGR\AdmuiWoild~iles\Confidentinll9-21-09 Dittos A~-eement2.DOC
illustrative types of general Town development standards and conditions that would typically
apply to projects of a scope and nature similar to the proposed Project. W'itlrui the time set forth
in the ERNA Schedule, Agency staff shall provide the Developer with formal coininents
regarding the Refined Proposal, taking into account the input received at the Second Cornintriuty
Workshop and from the Agency Board, as well as the technical input from the Agency's
consultants for the Project.
The Refined Proposal and the Agency's comments thereon shall serve as the basis for
further negotiations of the DDA.
Sectian 2.5 Coznmuruty Enga ems. The Agency and Developer shall confer and
seek agreement on an appropriate strategy to obtain input fiom community members regarding
both the Preliminary Proposal and the Refined Proposal. At a minimum, the Developer s1ia11
take the lead in noticing and conducting an initial public workshop (the "Initial Coininunity
VJorlcshop") to solicit community input following submittal of the Preliminary Proposal in
accordance with Section 2.3 and within the time set forth in the ERNA Schedule, and a second
public workshop (the "Second Carnrnunity Workshop") to solicit coznrnurrity input following
subzn.ittal of the Refined Proposal in accordance with Section 2.4 and within the three set forth in
the ERNA Schedule. The Initial Community Workshop and the Second Community Workshop
shall be noticed to all property owners acrd occupants in the vicinity of the Property.
Section 2.6 Purchase Price for the Prol~erty• Agenc~I~inancial Contribution. The
Agency and the Developer shall seek to agree upon the purchase price for the Property, and the
nature, tuning and amount of any Agency financial contribution to the Project. The Agency and
the Developer shall seek to agree upon a purchase price and any Agency financial contribution
based on an "open book" pro forma financial analysis of the Project, using the financial
information contaned in the Preliri~inary Proposal and the Refined Proposal, as well as analysis
of such financial information by Agency staff and consultants, and other relevant information. It
is the parties' intent that any mutually acceptable Agency financial contribution to be included in
a DDA shall be in a faun or forms authorized for funding by the Agency pursuant to the
California Carninunity Redevelopment Law. The praposed purchase price shall be subject. to
coirfirination and refinement pursuant to the formal reuse valuation and the noticed hearing and
Town Council finding process to be conducted in accordance with I-Iealth and Safety Code
Section 33433, as further described in Section 2.9 below.
Section 2.7 Reports; Treatment of Documents UL~on'Terinination.
(a) Reports. Unless otherwise waived by the Agency, the Developer shall
provide the Agency with copies of all reports, .studies, analyses, plans, correspondence and
similar documents, but excluding financial or confidential or proprietary information, prepared
or commissioned by the Developer with respect to this Agreement and the Project, promptly
upon their completion.
While desiring to preserve its rights with respect to treatment of certain.
information on. a confidential or proprietary basis, the Developer acknowledges that the Agency
will need sufficient, detailed information about the praposed Project (including, without
limitation the financial information to be contained in the Preliminary Proposal (as fiarthez•
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