AGREEMENT TO NEGOTIATE EXCLUSIVELY WITH FOLLIS- CLIFFORD ALTADENA LLC TO DEVELOP A BUSINESS PARK COMPLEX IN THE WEST ALTADENA PROJECT AREA

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1 July 16, 2002 Honorable Board of Commissioners Community Development Commission County of Los Angeles 383 Hahn Hall of Administration 500 West Temple Street Los Angeles, California Dear Commissioners: AGREEMENT TO NEGOTIATE EXCLUSIVELY WITH FOLLIS- CLIFFORD ALTADENA LLC TO DEVELOP A BUSINESS PARK COMPLEX IN THE WEST ALTADENA PROJECT AREA (5) (3 Vote) IT IS RECOMMENDED THAT YOUR BOARD: 1. Approve a 180-day Agreement to Negotiate Exclusively between the Community Development Commission and Follis- Clifford Altadena LLC, presented in substantially final form, to prepare an Owner Participation Agreement (OPA) for the development of an approximately 48,000 square foot office and light industrial development at the southwest corner of Windsor Avenue and Woodbury Road, within the West Altadena Community Redevelopment Project (WACRP) area. 2. Authorize the Executive Director of the Commission to execute the Agreement to Negotiate Exclusively, to be effective following approval as to form by County Counsel and execution by all parties. 3. Authorize the Executive Director of the Commission to execute amendments to extend the Agreement to Negotiate Exclusively for up to 180 days, as necessary to complete the negotiations, following approval as to form by County Counsel.

2 Honorable Board of Commissioners July 16, 2002 Page 2 JUSTIFICATION/PURPOSE OF THE RECOMMENDED ACTION: The purpose of this action is to authorize the Commission to execute an Agreement to Negotiate Exclusively with Follis-Clifford Altadena LLC, to negotiate an OPA for the construction of an office and light industrial development in the WACRP. FISCAL IMPACT/FINANCING: There is no impact on the County general fund. Following successful negotiations, recommended financing for the project will be contained in the OPA that will be presented to your Board for approval. FACTS AND PROVISIONS/LEGAL REQUIREMENTS: The Commission wishes to enter into an Agreement to Negotiate Exclusively with Follis-Clifford Altadena LLC to develop an approximately 48,000 square foot office and light industrial development at the southwest corner of Windsor Avenue and Woodbury Road in the WACRP. The development site is bounded by Oak Grove Drive to the north, Windsor Avenue to the east, Yucca Lane to the west, and a Jack-in-the-Box restaurant property to the south. The project has the potential to be expanded to 58,000 square feet, provided Yucca Lane can be vacated. The proposed Agreement to Negotiate Exclusively will enable the Commission and Follis-Clifford Altadena LLC to negotiate an OPA that defines terms and conditions for development of the project, including financing, conveyance of the assembled parcels to the developer, design, entitlements, environmental review, development schedule, and other related matters. For the period set forth in the Agreement to Negotiate Exclusively, both parties agree not to negotiate with any other person or entity regarding development or transfer of the site. Upon completion of successful negotiations, the Commission will return to your Board for approval to execute an OPA with the developer. The Agreement to Negotiate Exclusively is being presented in substantially final form, and will be effective following approval as to form by County Counsel and execution by all parties. If necessary, the agreement may be extended by the Executive Director for up to 180 days. CONTRACTING PROCESS: In August 1999, the Commission received a proposal from Simms Commercial Development for a retail project encompassing ten acres at the southwest and

3 Honorable Board of Commissioners July 16, 2002 Page 3 southeast corners of the intersection of Windsor Road and Woodbury Avenue. Property owners and tenants within the proposed development site were notified of the Commission s receipt of a development proposal and, in accordance with California Redevelopment Law, were informed of their right to submit competing proposals for consideration. Competing proposals were received from property owners Grant Follis and James Liang. Mr. Follis, in a limited partnership with The Clifford Companies called Follis- Clifford Altadena LLC, submitted a proposal for the development of an office and light industrial project. Mr. Liang, a principal of Pasadena Rosebowl Motel L.L.C., submitted a proposal for a hotel project. In September 2000, the Commission initiated the developer selection process. A Selection Committee was formed consisting of three WAPAC members, two Commission staff members and one consultant. The Selection Committee s recommendation to select the Simms Commercial Development proposal was rejected by the WAPAC. At the request of the WAPAC, three community visioning meetings were held to give community members an opportunity to express ideas for future development in the WACRP. At the conclusion of the community visioning process, the three development teams were provided with a report of the results of the community meetings. The developers were given an opportunity to re-submit proposals incorporating the ideas expressed in the report. The Commission and WAPAC developed a set of selection criteria to be used in the final evaluation of the proposals. The criteria included project viability, the developer s ability to successfully build and finance the project, and conformance with Redevelopment Plan goals and the results of the community meetings. In addition, the WAPAC voted to have all WAPAC members act as the selection committee. Follis-Clifford Altadena LLC and Simms Commercial Development submitted revised project plans, renderings, financial information, and developer qualifications. Pasadena Rosebowl Motel L.L.C was unresponsive and did not provide requested information by the submittal deadline, so the WAPAC voted to eliminate them from the competition at their February 25, 2002 meeting. At the same meeting, Follis-Clifford Altadena LLC and Simms Commercial Development made public presentations of their proposed developments. On March 25, 2002, the WAPAC recommended that the Commission seek the approval of the Board of Supervisors to enter into an Agreement to Negotiate Exclusively with Follis-Clifford Altadena LLC to develop an office and light industrial complex.

4 Honorable Board of Commissioners July 16, 2002 Page 4 IMPACT ON CURRENT SERVICES: Following successful negotiation of an OPA, the proposed development will eliminate blighting influences within the WACRP, encourage diversification of the local commercial base, and provide up to 400 new job opportunities. Respectfully submitted, CARLOS JACKSON Executive Director CC:PJ:nc/brdltr-wa

5 AGREEMENT TO NEGOTIATE EXCLUSIVELY by and between COMMUNITY DEVELOPMENT COMMISSION OF THE COUNTY OF LOS ANGELES and FOLLIS-CLIFFORD ALTADENA LLC WEST ALTADENA COMMUNITY REDEVELOPMENT PROJECT

6 AGREEMENT TO NEGOTIATE EXCLUSIVELY THIS AGREEMENT TO NEGOTIATE EXCLUSIVELY (the "Agreement") is entered into this day of, 2002, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE COUNTY OF LOS ANGELES, a public body, corporate and politic (the "Commission"), and Follis-Clifford Altadena LLC, a California Limited Liability Company (the "Developer"), on the terms and conditions set forth below. THE COMMISSION AND THE DEVELOPER HEREBY AGREE AS FOLLOWS: I. [100] Negotiations A. [101] Good Faith Negotiations The Commission and the Developer agree for the Negotiation Period set forth below to negotiate diligently and in good faith to prepare an Owner Participation Agreement (the "OPA") to be considered for execution between the Commission and the Developer, in the manner set forth herein, with respect to the development as described in Section 201 hereof of certain real property owned by the Developer and properties currently owned by others (collectively the Site ), located within the boundaries of the West Altadena Community Redevelopment Project Area (the "Project").. The Site is shown on the "Map of the Site", attached hereto as Exhibit A and incorporated herein by reference. The Site is to be assembled by the Developer or the Commission and is to be conveyed to the Developer pursuant to the terms of the OPA. The Commission agrees, for the period set forth below, not to negotiate with any other person or entity regarding development or transfer of the Site. In the event the Developer has not continued to negotiate diligently and in good faith as determined by Commission in its discretion, the Commission shall give written notice thereof to the Developer who shall then have ten (10) days to commence negotiating in good faith to the satisfaction of the Commission. Following the receipt of such notice and the failure of the Developer to thereafter commence negotiating in good faith within said ten (10) days, this Agreement may be terminated by the Commission. In the event of such termination by the Commission, neither party shall have any further rights against or liability to the other under this Agreement. Except as provided in the preceding paragraph, upon termination of this Agreement on or before the expiration of the Negotiation Period (which may include any authorized extension of the original 180-day period), neither party shall have any further rights against or liability to the other under this Agreement. If an OPA is executed by the Commission and the Developer, the OPA shall thereafter govern the rights and obligations of the parties with respect to the development of the Site, and shall supersede this Agreement.

7 B. [102] Redevelopment Plan This Agreement and the OPA are subject to the provisions of the Redevelopment Plan for the West Altadena Community Redevelopment Project that was approved and adopted by the Board of Supervisors of the County of Los Angeles by Ordinance No on August 12, C. [103] Duration of this Agreement The duration of this Agreement shall be a period of one hundred and eighty (180) days from the date of execution of this Agreement by the Commission plus any extensions mutually agreed to by the Executive Director of the Commission and the Developer ("Negotiation Period"). If upon expiration of the Negotiation Period, the Developer has not signed and submitted an OPA to the Commission, then this Agreement shall automatically terminate unless this Agreement has been mutually extended by the Executive Director of the Commission and the Developer. The Board of Commissioners extends to the Executive Director of the Commission the authority to extend this Agreement for the Commission for an additional period of up to 180 days. D. [104] Deposit Prior to the execution of this Agreement by the Commission, the Developer shall submit to the Commission a good faith deposit (the Deposit ) in the amount of TEN THOUSAND DOLLARS ($10,000). The Deposit shall be in the form of cash or an irrevocable letter of credit that is satisfactory to the Commission to ensure that the Developer will proceed diligently and in good faith to negotiate and perform all of the Developer s obligations under this Agreement. If the Deposit is paid in cash, the Commission shall deposit it in an interest-bearing account and such interest, when received by the Commission, shall become part of the Deposit. If the Deposit is in the form of an irrevocable letter of credit, the Developer shall maintain such letter of credit in full force and effect for the entire Negotiation Period hereunder, and, if applicable, the Developer shall have the letter of credit maintained during any extension period of this Agreement. In the event the Developer has not continued to negotiate diligently and in good faith, the Commission shall give written notice thereof to the Developer who shall then have ten (10) working days to commence negotiating in good faith to the satisfaction of the Commission. Following the receipt of such notice and the failure of the Developer to thereafter commence negotiating in good faith within said ten (10) working days, this Agreement may be terminated by the Commission. In the event of such termination by the Commission, the Commission shall retain the Deposit, and any interest earned thereon, if applicable. Upon execution of an OPA by the Developer and the Commission, the Deposit shall be applied toward the purchase price of the Site required under the OPA. If an OPA has been executed by the Commission and the Developer, the OPA shall thereafter govern the rights and obligations of the parties with respect to the development of the Site.

8 II. [200] Development Concept A. [201] Scope of Development The negotiations between the Developer and Commission hereunder shall be based on a development concept on the Site by the Developer for a business park consisting of approximately 48,000 square feet of flexible office/light industrial space, with craftsman-style architectural features, and required parking. The Developer will be responsible for all on-site and off-site improvements required to complete the Project. The Developer shall submit site plans, design and architecture that are acceptable to the Commission during the Negotiation Period as provided herein. III. [300] Purchase Price and/or Other Consideration The purchase price for properties acquired by the Commission on the Site, and/or other consideration to be paid to the Commission by the Developer under the OPA, will be established by the Commission after negotiation with the Developer. Such purchase price and/or other consideration will be based upon such factors as market conditions, density of development, costs of development, risks of the Developer, estimated or actual Developer profit, public purpose and/or fair value for the uses permitted to be developed, and financial requirements of the Commission, and will be subject to approval by the Board of Commissioners after a noticed public hearing, as required by law. IV. [400] The Developer A. [401] Nature of the Developer The Developer is Follis-Clifford Altadena LLC, a California Limited Liability Company. B. [402] Office of the Developer The principal office of the Developer is: 927 Weimar Avenue Altadena, CA ATTENTION: Grant Follis C. [403] Full Disclosure Within ten (10) days of the date of this Agreement, the Developer shall make full disclosure to the Commission of its principals, officers, major stockholders, major partners, joint venture partners, key managerial employees, other associates (collectively, the principals ), and all other material information concerning the Developer and its principals whose identities are of great importance to the Commission and the basis for the Commission to enter into this Agreement. Any material change of the principals of the Developer is subject to the approval of the Commission in its discretion.

9 V. [500] The Developer Financial Capacity A. [501] Financial Ability Prior to execution of the OPA, the Developer shall submit to the Commission satisfactory evidence of its ability to finance and complete the development. B. [502] Construction Financing The Developer s proposed method of obtaining construction financing for the development of the Site shall be submitted to the Commission concurrently with execution and delivery by the Developer of an OPA to the Commission for approval. C. [503] Long-Term Financing The Developer s proposed method of obtaining long-term development financing shall be submitted to the Commission concurrently with execution and delivery by the Developer of an OPA to the Commission for approval. D. [504] Full Disclosure The Developer shall make and maintain full disclosure to the Commission of the methods of financing it will use to develop the Site. VI. [600] Developer Pre-development Activities A. [601] Public Participation During the Negotiation Period, the Commission and West Altadena Project Area Committee ( WAPAC ) will hold public meetings to obtain community comment on the future development of the Site within the Project. As requested by the Commission, the Developer shall submit its plans, elevations and architectural renderings for the development of the Site for review and comment by the WAPAC and community at these meetings. B. [602] Design Development The Developer shall make good faith and diligent efforts to create a site plan, a landscaping plan, and design the improvements on the Site that are consistent with the predominant design and architectural theme for the Site that have emerged from community meetings and the Town Hall visioning process. C. [603] Entitlements The Developer shall determine if it will be able to obtain all permits and approvals from all applicable governmental agencies that are necessary to construct, develop and operate the development contemplated by this Agreement with satisfactory and acceptable conditions of approval.

10 D. [604] Schedule Within thirty (30) days of the date of this Agreement the Developer shall submit to the Commission a schedule indicating the time-frame for all pre-development activities including governmental approvals. E. [605] Developer's Findings, Determinations, Studies and Reports Upon reasonable notice, as requested by the Commission in its discretion, the Developer shall provide written progress reports to the Commission on matters and studies being made by the Developer related to the development of the Site. Additionally, the Developer shall provide written reports to the Commission concerning its progress in preparing the site plan, floor plans, elevations, and time schedules for development of the Site. VII. [700] The Commission A. [701] Office of the Commission The principal office of the Commission is: Community Development Commission County of Los Angeles 2 Coral Circle Monterey Park, CA ATTENTION: Corde Carrillo, Director Economic/Redevelopment Division VIII. [800] Commission Activities A. [801] Commission Assistance and Cooperation The Commission shall cooperate in providing the Developer with appropriate information and assistance for development of the Site. B. [802] Land Assembly As needed to assemble the Site, the Commission will cooperate with the Developer in negotiating with property owners for the purchase of the parcels that comprise the Site. C. [803] Public Hearing An OPA resulting from the negotiations hereunder shall become effective only after the OPA has been approved by the Board of Commissioners of the Commission at a noticed public hearing called for such purpose as required by law.

11 D. [804] Environmental Clearance The Commission will investigate the need for an environmental impact report (EIR) under CEQA and an environmental impact statement (EIS) under NEPA for the project. If an EIR/EIS is required the Commission shall cooperate with the Developer in producing the necessary documents. IX. [900] Limitations of this Agreement This Agreement does not constitute a commitment of any kind by the Commission to sell or transfer all or any part of the Site. Execution of this Agreement by the Commission is merely an agreement to enter into a period of exclusive negotiations according to the terms hereof, reserving final discretion and approval by the Commission as to any OPA and all proceedings and decisions in connection therewith. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set below their signatures. The effective date of this Agreement shall be the date following execution of this Agreement by the Executive Director of the Commission and the Developer. FOLLIS-CLIFFORD ALTADENA LLC COMMUNITY DEVELOPMENT COMMISSION OF THE COUNTY OF LOS ANGELES By: TITLE: By: Carlos Jackson, Executive Director DATE: DATE: APPROVED AS TO PROGRAM: COMMUNITY DEVELOPMENT COMMISSION OF THE COUNTY OF LOS ANGELES By: Corde Carillo, Director Economic Redevelopment Division DATE: APPROVED AS TO FORM: LLOYD W. PELLMAN County Counsel By: Deputy DATE:

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