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 April 2008 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.
F . 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 Assignment 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 21st
day of September, 2009, by the following vote:
DIRECTORS:
AYES: Diane McNutt, Joe Pirzynski, Steve Rice, Barbara Spector, Mayor Mike Wasserman
NAYS: None
ABSENT:
AB STAIN:
SIGNED: .X/a;/104--
ATTEST:
C2„,)„._
CHAIR OF THE REDEVELOPMENT AGENCY
TOWN OF LOS GATOS
ARY OF THE REDEVELOPMENT AGENCY
TO OF LOS GATOS
FINAL
ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR
PURCHASE 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 individual 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 Escrow Instructions, dated June 25 and June 29, 2009, and that certain Second
Addendum to Agreement for Purchase and Sale of Real Property and Escrow Instructions, dated
August 27 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 defined in this Agreement shall have the meanings
given in the Purchase Agreement.
B. Assignor and Assignee desire to evidence the assignment of the interest of "Buyer"
under the 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 in this
Agreement.
NOW, THEREFORE, in consideration of the Recitals, the promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Assignment. 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 leading thereto.
2. Assumption. Subject to satisfaction of the conditions set forth in Section 3 below,
Assignee hereby assumes all of Assignor's obligations under the Purchase Agreement, whether such
obligations frst 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, howeyer, that
Assignor shall remain responsible for any obligations of Buyer accruing pursuant to Section 3.4 of
the Purchase Agreement resulting from entry on the Property by Assignor or Assignor's agents,
employees, and contractors.
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EXHIBIT A
3. Conditions to Effectiveness. The terms of this Agreement and the assignment and
• assumption of rights, interests and obligations contemplated hereby shall become effective only
upon satisfaction of all of the following conditions:
a. Assignor (at its sole cost) shall have delivered to Assignee, by not later than
September 22, 2009, (1) the Reports received by Seller pursuant to Section 3.1.1 of the Purchase
Agreement, and (2) a Phase I Environmental Site Assessment for the Property prepared by a
licensed consultant reasonably acceptable to Assignee, and Assignee shall have determined in its
sole discretion, based on the Phase I Environmental Site Assessment, an inspection of the residential
units on the Property by a Town of Los Gatos ("Town") building inspector, and other information
available to Assignee, that the Property is in physical condition acceptable toAssignee, such that the
Assignee is prepared to provide a Feasibility Approval Notice pursuant to Section 3,1.2 of the
Purchase Agreement;
b. Assignee shall have.prepared such studies as it deems appropriate (at its sole
cost) and shall have determined in its sole discretion that the potential costs of relocation of
occupants of the Property under any applicable federal and state relocation requirements 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 have accepted as Peuuitted Exceptions pursuant to
Section 3.2.4 of the Purchase Agreement, and Assignee shall have determined in its sole
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 Agreement to Assignee pursuant to Section 8.12 of the Purchase Agreement, in
forin acceptable to Assignee in 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 form 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
for the benefit of Assignor and may 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 its occupants by Assignee, the Town, and their respective agents and
consultants.
After consulting with Assignor with respect to the condition set forth in
subsection e. above, and if such be the case, Assignee shall provide written notice to Assignor
(the "Effectiveness Notice") of the satisfaction of all conditions set forth in this Section 3 (or
waiver thereof by the benefited party) and the effectiveness of the terms of this Agreement
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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.m. local time on September 25, 2009, then this Agreement shall
not take effect, unless the parties agree otherwise in writing.
4. Notification to Seller. Promptly following receipt of the Effectiveness Notice,
Assignor shall formally notify Seller of the assignment contemplated by this Agreement.
5. Amendment of Purchase Agreement. Assignor shall not cause and permit a
further amendment of the Purchase Agreement without the prior written consent of Assignee,
which shall not be unreasonably withheld, conditioned, or delayed. Assignee shall not cause and
permit a further amendment of the Purchase Agreement effectuating one or more of the
following without the prior written consent of Assignor, which shall not be unreasonably
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
in which the Property will be transferred to Assignor; or another 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 Fifty 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. This Agreement may be executed in any number of counterparts,
provided each of the parties hereto executes at least one counterpart; each such counterpart hereof
shall be deemed to be an original instrument, but all such counterparts together shall constitute but
one agreement.
8. Entire Agreement. This Agreement constitutes the entire agreement among the
parties pertaining to the assignment of the Purchase Agreement from Assignor to Assignee as of
the date hereof and supersedes all prior and contemporaneous agreements and understandings of
the parties in connection 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 necessary for either party to file 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 addition to all other remedies or damages,
reasonable attorney's fees and costs incurred in such suit,
10. Authority. Each party represents and warrants to the other that the signatory
below. has full authority to execute this Agreement on behalf of such party, and that this
Agreement constitutes the valid and binding obligation of such party.
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11511011736885.4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
APPROVED AS TO FORM:
ASSIGNOR:
ROEM DEVELOPMENT CORPORATION, a
California corporation
By:
By:
Jonathan Emami
Vice President
Marcus Griffin
Chief Financial Officer and Treasurer
ASSIGNEE:
REDEVELOPMENT AGENCY OF THE
TOWN OF LOS GATOS, a public body,
corporate and politic
By: By:
Orry Korb Greg Larson
Agency Counsel Executive Director
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FINAL
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 the
Town of Los Gatos, a public body, corporate and politic (the "Agency"), and Dittos Lane Family
Housing, L.P., a California 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 following facts:
RECITALS
A. The Town Council (the "Town Council") of the Town of Los Gatos (the "Town")
has adopted and the Agency is responsible for implementation of the Redevelopment Plan for the
Central Los Gatos Redevelopment Project (the Redevelopment Plan") to redevelop the Central
Los Gatos 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 the Project Area.
B. Roern Development Corporation ("Buyer") has entered into a purchase and sale
agreement (the "Purchase Agreement") for the acquisition of an approximately 1.58-acre
property located at 20 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 has 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 residential
development, including an appropriate mix of affordable housing units, consistent with the
requirements of the Redevelopment Plan, the General Plan, and the California Community
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 fully set forth
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EXUIIIIT 13
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 Project, except for the actions and negotiations contemplated by
this Agreement.
. AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein and for other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties mutually agree as follows:
ARTICLE L
EXCLUSIVE NEGOTIATIONS RIGHT
Section 1.1 Good Faith Negotiations. The Agency and the Developer shall negotiate
diligently and in good faith, during the Negotiating Period described in Section. 1.2, the 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,
financing of the Project, marketing and management of the Project, and the provision of public
improvements related to the Project. The amount, timing, method, source and other terms of any
Agency financial assistance toward development of the Project shall be determined through the
negotiating process for the DDA.
Section 1.2 Negotiating Period. Subject to earlier termination pursuant to specific
provisions of this Agreement, the negotiating period (the "Negotiating Period") under this
Agreement shall be two hundred seventy (270) days, conunencing on the Effective Date (as set
forth in the Opening Paragraph of this Agreement). The Negotiating Period may be extended or
modified by formal amendment of this Agreement approved by the Agency Board and executed
by the Executive Director on behalf of the Agency and the Developer.
If, despite their respective diligent good faith efforts, the parties are unable to reach
agreement and execute and deliver a DDA by the expiration of the Negotiating Period, then this
Agreement shall terminate and 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 3.5 shall survive any termination. 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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In addition to termination of this Agreement as described above, if the assignment of the
Developer's rights as "Buyer" under the Purchase Agreement does not become effective due to a
failure to timely satisfy one or more 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 earned thereon to the Developer), 3.3 and 3.5 shall survive 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 1.4 Good Faith Deposit. In consideration for this Agreement, the Developer.
shall, concurrently 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 earring 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 any
interest earned thereon shall be refunded promptly to the Developer.
If this Agreement 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 fully provided in Section 3.6.
If performance of this Agreement results in 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) Negotiating Representatives. The Developer's representatives to negotiate
the DDA with the Agency are Jonathan Emami and Marcus Griffin . The Developer's
negotiating representatives may be changed by written notice to the Agency.
(b) Development Team. The parties' acknowledge that the identity and
quality of the Developer's team for the Project is irnportant to the coinpletion 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 for the Project:.
Architect
Legal Counsel
KTGY
Cox, Castle & Nicholson LLP
As part of the Preliminary Proposal submitted pursuant to Section 2.3, the
Developer shall.identify and seek Ageney approval of its proposed civil engineer for the Project,
which approval shall not be unreasonably withheld, conditioned or delayed. The architect and
legal counsel identified above and the civil engineer approved in accordance with Section 2.3
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shall comprise the "Development Team" for the Project. The Developer may 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 staff 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 representatives may be changed by written notice to the
Developer.
ARTICLE 2.
NEGOTIATION TASKS AND DDA PROVISIONS
Section 2.1 Overview; ERNA 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 Period. The
ERNA Schedule may be 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 formal amendment of this
Agreement approved by the Agency Board in accordance with Section 1.2.
In addition, Section 2.2 sets forth 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 contain provisions to the following effect:
(a) Physical Condition.. The physical condition in whieh the Agency conveys
the 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 Purchase 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 obtaining 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,
encumbrances, 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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(c) Reports, At the time of conveyance of the Property by the Agency to the
Developer, the Agency shall 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; Proposed 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 shallserve 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 the
Developer with:
(a) fouual comments regarding the Preliminary Proposal, taking into account
the input received at the Initial Community 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") containing proposed
business and 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 the Project (the "Refined Proposal"). The Refined
Proposal shall: (a) be a focused refinement of Preliminary Proposal; (b) contain the elements set
forth in the attached Exhibit D; and (c) take into account the results of the Initial Community
Workshop and any Agency Board comments regarding the Preliminary Proposal, the comments
of Agency staff and consultants regarding the Preliminary 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 defined in Section 2.5
below).
During the course of preparation of the Refined 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 Refined Proposal. To facilitate
preparation of the Refined Proposal, the Agency shall convene a meeting or meetings between
the Developer and knowledgeable representatives of the Town departments that would review
any formal development application for the Project, to obtain input from such representatives of
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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. Within the time set forth
in the ERNA Schedule, Agency staff shall provide the Developer with formal comments
regarding the Refilled Proposal, taking into account the input received at the Second Community
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.
Section 2.5 Community Engagement. The Agency and Developer shall confer and
seek agreement on an appropriate strategy to obtain input from community members regarding
both the Preliminary Proposal and the Refined Proposal. At a minimum, the Developer shall
take the lead in noticing and conducting an initial public workshop (the "Initial Community
Workshop") 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 Community Workshop") to solicit community input following
submittal of the Refined Proposal in accordance with Section 2.4 and within the time set forth in
the ERNA Schedule. The Initial Community Workshop and the Second Community Workshop
shall be noticed to all property owners and occupants in the vicinity of the Property.
Section 2.6 Purchase Price for the Property; Agency Financial 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 contained in the Preliminary 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 form or forms authorized for funding by the Agency pursuant to the
California Cornrnunity Redevelopment Law. The proposed purchase price shall be subject to
confirmation and refinement pursuant to the formal reuse valuation and the noticed hearing and
Town Council finding process to be conducted in accordance with Health and Safety Code
Section 33433, as further described in Section 2.9 below.
Section 2.7 Reports; Treatment of Documents Upon Termination.
(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 proposed Project (including, without
limitation the financial information to be contained in the Preliminary Proposal (as further
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