HomeMy Public PortalAboutA1999-01-26 LRA_sp � � �
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� { ����Z LYNWOOD REDEVELOPMENT AGENCY
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� �� 17330BULLISROAD LYNWOOD.CALIFORNIA90262-3845 (310)603-0220
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� AGENDA cE vE�
, cin� oF �rwwoou I
: " CITY CLERKS OFFICE
LYNWOOD REDEVELOPMENT AGENCY JAN 2 5 19y�
JANUARY 26, 1999 AM �
7i8�9��1�11il2i1i2i8i4
SPECIAL MEETING �`�„�}�- � �, (�
� 9:00 A.M. .��",j �1.�<�
LYNWOOD CITY HALL,11330 BULLIS ROAD �.Q-C✓�`�'
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RICARDO SANCHEZ
CHAIRMAN
LOUIS BYRD ARMANDO REA
ViCE CHAIRMAN MEMBER
ARTURO REYES PAUL H. RICHARDS, II
MEMBER MEMBER
- EXECUTIVE DIRECTOR AGENCY COUNSEL
RALPH W. DAVIS, III SHAN K. THEVER
" OPENING CEREMONIES
A. `Call Meeting to Order.
B. Roll Call (BYRD-REA -REYES-RICHARDS-SANCHEZ)
C. Certification of Agenda Posting by Secretary.
� PUBLIC ORAL COMMUNICATION
PUBLIC ORAL COMMUNI
(Regarding Agenda Items Only)
ITEMS FOR CON$IDE�2ATION
1. WORKSHOP/TOUR - REDEVELOPMENT SITES
A� Recess to tour
. B) 405- Warner / Bullwinkles
C) Spectrum, project presentation
D) Tour of Spectrum
E) Lunch
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� • ADJOURNMENT
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DATE: JANUARY 19, 1999
T0: HONORABLE CHAIRMAN AND MEMBERS OF THE AGENCY
FROM: Ralph Davis, Interim Executive Director _
BY: Gary Chicots, Community Development Direct
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SUBJECT: -BEST.PACKAGING.LOAN REQUEST
PURPOSE
To have the Agency conduct a public hearing pursuant to Section 33444.6 (b) of
Community Redevelopment Law to consider a proposed agreement between the
Agency and Best Packaging relative to a$100,000 rehab loan in connection with
a proposed business.
FACTS:
1. On October 15, 1998 staff received a proposal from Mr. Reg E. Adamson I
of Best packaging requesting a$100,000 grant or loan from the Agency. i
2. On December 15, 1998, the Agency met in closed session and was
presented with two loan versions so that the Agency would be able to ,
select from one of the options presented or perhaps create and pursue �
another option. i
3. Section 33444.5 of Community Redevelopment Law allows for the Agency
to establish a program under which it loans funds to owners or tenants for
the purpose of rehabilitating commercial buildings or structures within the
project area. +
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4. The Agency opted to pursue a loan agreement in the amount of $100,000 I
divided 80/20 where 20% will be for financing facilities or capital
equipment and the 80% for the development or rehabilitation of the I
property (Sec. 33444.6 (a).
5. Attached for Agency review is a draft loan agreement. (
DISCUSSION: j
The City Attorney's office has provided a Business Loan Agreement that includes �
the option selected by the Agency and has made the necessary adjustments to
comply with Community Redevelopment Law.
RECOMMENDATION• �
Staff recommends that after review and public testimony that the Lynwood
Redevelopment Agency make a determination on the proposed $100,000 loan to
Best Packaging. In the event the Agency chooses to approve the proposed in its
current form, attached is a resolution that may be adopted.
H: word/redevelp/Imorales/bstpak3. sH
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� AGENDA ITEDL
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LRA RESOLUTION NO.
A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY _
APPROVING A LOAN AGREEMENT BETWEEN THE AGENCY AND BEST
PACKAGING IN THE AMOUNT OF $100,000 AND AUTHORIZING THE
TRANSFER OF FUNDS FROM THE UNAPPROPRIATED FUND BALANCE
(FUND 14) OF PROJECT AREA "A" TO COVER THE COST OF THE LOAN
OF $100,000 TO.BEST PACKAGING
WHEREAS, the Lynwood Redevelopment Agency (the "Agency") is a
redevelopment agency duly formed, organized and existing pursuant to and
under the provisions of the State Community Redevelopment Law (the "Law")
(codified Health and Safety Code Sections 33000 et sea.); and
WHEREAS, the Agency pursuant to Community Redevelopment Sections
33444.5 and 33444.6 is able to establish to loan funds for the purpose of
rehabilitation of commercial buildings or structures within the project area; and
WHEREAS, the Agency is engaged in carrying out a redevelopment
project(s) in Project Area "A"; and
WHEREAS, Best Packaging proposes to relocate into the project area.
WHEREAS, the rehabilitation of property will be in the best interest of the
Agency and City and in furtherance of the goals and objectives of the
Redevelopment Plan for Project Area "A" to reduce blight and promote business I
activity within the project area(s).
NOW, THEREFORE, IT IS RESOLVED by the Lynwood Redevelopment
Agency as follows:
e ti 1. The Agency hereby finds and determines that the loan is '
necessary to facilitate the development of the business. �
e ti 2. The Agency transfer from the Agency unappropriated fund
balance from Project Area "A" Tax increment Fund.
FROM TO
Unappropriated Agency Project Area "A"
Fund 14 Fund 12
$100,000 $100,000
Section 3. This resolution shall go into effect immediately upon its
adoption.
PASSED, APPROVED and ADOPTED this 19th day of January, 1999
. RICARDO SANCHEZ, CHAIRMAN I
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ATTEST:
Andrea L. Hooper, Secretary Ralph Davis, Interim
Executive Director
Agency Special Counsel Gary Chicots, Director
Community Development
H:word/redeve I pAmora les/bestpa k. res
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� Business Loan Agreement
THIS BUSINESS LOAN AGREEMENT between Best Packaging, Inc., a California corporation,
("Borrower") and the City of Lynwood ("Lender'�, and guaranteed by Reg Adams, an
individual, and Ken Mukogowa, an individual, is made and executed on the following terms and
conditions. Borrowet has applied to Lender for a One Hundred Thousand Dollaz ($100,000.00) `
loan. Borrower understands and agrees that: (a) in granting, reviewing, or extending any loan,
Lender is relying upon the representations, wazranties, and agreements of the Borrower and
Guarantors Reg Adamson and Ken Mukogowa as set forth in this Agreement; (b) the granting,
renewing, or extending of any Loan by Lender at al] times shall be subject to Lender's sole
judgement and discretion; and (c) such Loan shall be and shall remain subject to the following
terms and conditions of this Agreement.
TERMS. This Agreement shall be effective as of , 1999 (hereinafter the "Effective I �
Date"), and shall continue thereafter until all terms of the Agreement have been performed in full
or the parties terminate this Agreement in writing.
1. Dicb�rsement of The Loan i
The loan proceeds shall be disbursed by Lender as follows: i
a. Up to 520,000 will be disbursed to assist in the finance of facilities and capital
equipment. Lender shall pay this amount directly to the venders or lessors of such equipment.
Lender will pay invoices for such leased or purchased equipment, not to exceed $20,000 in total,
within thiny (30) days of the Borrower submitting invoices for this equipment.
b. Up to 58Q000 will be disbursed for the purpose of the devetopment and rehabilitation
of the property and buildings induding but not limited to capital equipment and employment I
trainine. I
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2 Interest and Late har ec
The Loan shall beaz an interest rate of 7% (simple) interest, payable interest only,
quarterly, with interest payments due the first day of each calendaz quarter after disbursement of
any funds. If this interest payment is not made within ten days of the beginning of the calendaz
quarter, Borrower will be assessed a late chazge of 5% of the payment amount, and this late
charge will be then due and payable. This Agreement shall be in default when Borrower is
delinquent in making one or more interest payments for a period of thirty (30) days or more. �
3. Payback of the Loan I
A. Payback Through Job Formation (
The Borrower may repay up to $25,000 of the Loan principal in the form of ` job i
formation" credits for jobs it has created beyond the "Best Packaging Employee Staffing Levels"
print-out attached hereto as Attachment "A." I
"Job formation" credits shall be calculated within thirty (30) days following a pazriculaz I
calendar quarter (hereinafter the "Triggering Calendaz Quarter") based upon a payroll tabulation I
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- submitted to the Lender by the Borrower. The Boaower will add up its weekly payroll records
for each week ended during the Triggering Calendar Quarter and the immediately prior calendaz
quarter. Borrower will then calculate the average number of "labor;' "line," "of�"ice staff' and
"foreman" posirions it had during those two calendar quarters. The Borrower's average stafling
levels for each of these types of positions during the two quarters will then be compazed with the
highest average staffing level for the position which Borrower has achieved during any prior two -
consecutive calendar quarters.
For each type of position, Borrower will receive a"credit' according to the following
matnx for every job whereby the average staffing level during the Triggering Calendar Quarter
and the immediately prior calendar quarter exceeds the lvghest average sta�ng level which
Borrower has achieved during any prior two consecutive calendaz quarters:
Position Hourly Wage Credit to Loan
Labor $5.75 $2,500
Line $8.00.$10:00 $3,500
Office Staff $7.00 $3,000
Foreman $14.50 $4,000 �
This "Job Formation" credit will then be applied against the Loan principal. �
Additionally, the loan principal shall be credited $1,000 for each Lynwood resident who is i
employed by the company for a period of two consecutive calendaz quarters. �
The ma�cimum "Job Formation" credits for new jobs created by Borrower and for the
Borrower's employment of Lynwood residents shail be Twenty-five Thousand Dollus
(525,000.00).
B Payback Through Inh Trainino
Borrower shall pay back Twenty-five Thousand Dollacs ($25,000.00) of the
principal loan amount through "Job Training" which it provides residents of the Ciry of i
Lynwood. The number of hours of instruction, curriculum and standazds for this Job Training
will be mutually agreed-upon by Lender and Borrower, but will include instruction in basic job
readiness skills and general shipping and packaging functions.
The number of City of Lynwood residents to receive this Job Training will be mutually
agreed-upon by Lender and Borrower.
Borrower will create and maintain adequate documentation that these Ciry of Lynwood I
residents have received tivs Job Training, and that llus Job Training adhered to the hours of '
instruction, curriculum and standazds mutually ageed-upon by Lender and Borrower. I
C'.�P yback of the Remainder of the Princinal I
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- The loan principal not paid back through Job Training and Job Formation credits
(hereinafter the "Loan Amount to Be Repaid") shall be due and payable December , 2003,
five years after the effective date of this Agreement. Depending on the amount of Job Formation
and Job Training credits obtained by Borrower during the term of tkris Agreement, the Loan
Amount to Be Repaid will not exceed One Hundred Thousand Dollars ($100,000.00) and will
not be less than Fifty Thousand Dollars ($SQ000.00). The minimum Loan Amount to Be �
Repaid, Fifry Thousand Dollars ($50,000.00), is evidenced by, and secured in part by the
Promissory Note attached hereto as Attachment "C."
4. Relocation Condition
The Loan is contingent on the Borrower relocating its business operations wiUun one
hundred and twenry (120) days of the Effective Date of this Agreement to a facility wittun the
City of Lynwood which is mutually-agreed upon by the Lender and the Borrower (hereinafter ,
referred to as the "Facility"). The Facility shall be a 12,000-15,000 squaze foot wazehouse with
standard docking facilities and pazking for a minimum of thirty (30) cars. The Facility shall be
extemallv-alarmed.
Within Ninety (90) days of the Effective Date of this Agreement, Lender shall enter into a
lease agreement for the Facility whereby it leases the Facility from the Facility lessor for a lease-
term of at least one year (hereinaRer the "Lease Term"). The Lease Term is to commence within
one hundred and twenty (120) days of the Effective Date of this Agreement.l'he rental rate for
this Facility lease is to be mutually agreed-upon by the Lender and the Borrower.
Also within Ninery (90) days of the Effective Date of this Agreement, Lender and j
Borrower shall emer into a sublease agreement for the Facility whereby Lender is the sublessor j
of the Facility and the Borrower is the sublessee of the facility during the Lease Term. The I
rental rate for this sublease shall be the same rate which Lender pays the Facility lessor for the I
Lender's renta] of the Faciliry during the Lease Term. All of the terms, conditions and duties �
imposed upon the Lender by the lease between the Faciliry lessor and Lender shall be
incorporated into and imposed upon the Borrower sublessee in the sublease. Borrower shall
maintain its business operations at the Facility during the Lease Term. i
Borrower shall maintain its business operations within the Ciry of Lynwood for the entire
period commencing one hundred and twenty (120) days after of [he Effective Date of this I
Agreement and ending five years after the Effective Date of this Agreement. I
The Borrower must immediately repay any loan principal it has received together with I
interest thereon if it fails to:
a. Enter into a sublease agreement for the Facility with Lender within Ninety (90) days of �
the Effective Date of this Agreement: I
b. Relocate its business operations to the Facility within one hundred and twenty (120)
days of the Effective Date of this Ageement; I
c. Adhere to all of the terms and conditions of the sublease for the Facility; or
d. Maintain its business operations within the Ciry of Lynwood for the entire period �
commencing one hundred and twenty (120) days after of the Effective Date of this
Agreement and ending five yeazs after the Ef�'ective Date of this Agreement. ,
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Concurrently with its execution of this Agreemeqt, Boaower and the Guarantors will
make, execute and deliver to Lender the following:
a. The "Commercial Security AgreemenY' attached hereto as Attachment "B." -
b. The Promissory Note attached hereto as Attachment "C."
c. The Personal Guarantee of Reg Adamson of this Agreement and the attached
Promissory Note.
d. The personal Guazantee of Ken Mukogowa of this Agreement and the attached
Promissory Note.
In addition, Borrower witl make, execute and deliver to Lender such promissory notes,
mongages, deeds of trust, security agreements, financing statements, instruments, documents and
other agreements as Lender or its attomeys may reasonably request evidence and secure the
Loans and to perfect all security interests and liens.
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DEFINITIONS. The following words shalf have the following meanings when used in this
Agreement: '
AgreemenL The word "AgreemenP' means this Business Loan Agteement, together with
all exhibits and schedules attached to this Business Loan Agreement from time to time, if
any.
Borrowec The word "Borrower" means each and every person or entity receiving the I
loan proceeds pursuant to this Agreement, including without limitation Best Packaging, I
Inc., a California corporation owned by Reg Adamson and Ken Mukogowa. �
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Event of Default. The words "Event of DefaulY' mean and inciude any of the Events of �
Default set forth below in the section entided "Events of Default." �
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Grantor. The word "Grantor" means and includes each and every person or entiry I
granting a security interest in any collateral for the indebtedness. The words °security �
interest" mean and include without limitation any type of collateral securiry, whether in
the form of a lien, chazge, mortgage, deed of trust, assignment, pledge, chattel mortgage,
chattel trust, factors lien, equipment trust, conditional sale, trust receipt, lien or title
retention contract, lease or consignment intended as a security device, or any other
security or lien interest whatsoever, whether created by law, contract, or otherwise. I
Guarantors. The words "Guarantor" and "Guarantors" mean and include without
limitation all guarantors, securities, and accommodation parties, including Reg Adamson
and Ken Mukogowa. i
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� Indebtedness. The word "Indebtedness" means and includes without limitation all
Loans, together with all obligations, debts and liabiliries of Borrower to Lender, as well
as all claims by Lender against Botrower, whether now or hereafter existing, voluntary or
involuntary, due or not due, absolute or contingent,�liquidated or unliquidated, whether
Borrower may be liable individually or jointly with others; whether Botrower may be
obligated as a guarantor, surety, or otherwise; whether recovery upon such indebtedness '
may be or hereafter may become paired by any statute of limitations; and whether such
indebtedness may be or hereafter may become otheiwise unenforceable.
Lender. The word "Lender" means Ciry of Lynwood, its successors or assigns.
Loan. The word "Loan" or "Loans" means and includes any and all loans and financial
accommodations from Lender to Borrower, whether now or hereafter existing, and
however evidenced, including without limitation those loans and financial
accommodations described above or described on any e�chibit or schedule attached to this
Agreement. �
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Related Documents. The words "Related Documents" mean and include without
limitation all promissory notes, credit agreemenu, loan agreements, guazantees, security
agreements, mortgages, deeds of trust, and all other documents, whether now or hereaRer
existing executed in connection with Borrower's indebtedness to lender.
Tangible Net Worth. The words "Tangible Net Worth" mean total assets (exduding
good will) less total debt (including subordinated debt)
REPRESENTATIONS AND V1'ARRANTIES: Borrower and Guazantors represent and
warrants to Lender as of the date of this Agreement and as of the date of the disbursement of
Loan proceeds: '
Orgaoization. Borrower is a corporation which is duly organized, formed, existing, and
in good standing under the laws of the State of Califomia. Borrower has the full power
and authority to own its properties and to transact the businesses in which it is presently
engaged or presently proposed to engage. Borrower has the full power and authority to
enter into this Agreement and al] Related Documents. Borrower is entirely owned by
Reg Adamson and Ken Mukogowa.
Aut6orization. The execution, delivery, and perfoimance of this Agreement by
Borrower have been duly authorized by all �ecessary actions by Bonower and do not
conflict with, tesult in a violation of, or constitute a default under (a) any provision of its
artides of incorporation or organization, or bylaws; or any ageement or other instrument �
binding upon Borrower or (b) any law, govemmental regulation, court decree, or order I
applicable to Borrower. �
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Financial Information. Any financial statements Borrower has supplied to Lender truly I
and completely disclosed Boaower's financial condirion as of the date of the statement,
and there has been no material adverse change in Boaower's financial conditions I
subsequent to the date of the most recent financial statement supplied to Lender. Any I
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� financial statements Guarantors supplied to Lender �truly and completely disclosed
Guazantors' financial condition as of the date of the statement, and there has been no
material adverse change in Guarantors' financial conditions subsequent to the date of the
most recent financial statement supplied to Lender. �
Properties. Except as contemplated by this Ageement or as heretofore disclosed in -
Borrower's financial statements or in writing to Lender, Borrower owns all its properties
free and clear of all securiry interests, mortgages, liens, encumbrances, claims and
chazges, and has not executed any security docutnenu or financing statements relating to
such properties. All of Borrower's properties are titled in Borrower's legal name.
Except as contemplated by this Agreement or as heretofore disclosed in Guarantors'
financial statements or in writing to Lender, Guazantors own all of their properties free
and clear of all securiry interesu, mortgages, lien, encumbrances, claims and chazges, and
have not executed any security documents or financing statements relating to such
properties.
Litigation. No litigation or claim (including unpaid taxes) against Borrower is pending
or threatened, and no other event has occurred which materially may adversely affect
Borrower's financial condition. No litigation or claim (including unpaid taxes) against
Guazantors is pending or [hreatened, and no other event has occurred which materially
may adversely affect Guarantors' financial condition. -
Tangible Net Wort6. Guarantor Reg Adamson and Guazantor Ken Mukogowa each
have an individual Tangible Net Worth in excess of Five Hundred Thousand Dollars
(5500,000.00).
AFFIRMATIVE COVENANTS. Borrower and Guaran[ors covenant and agree with Lender
that, while this Agreement is in effect:
Litigation. Borrower will promptly inform Lender of (a) all material adverse changes in
the financial condition of the Borrower or of any Guazantor, and (b) all litigation and
claims and all ihreatened litigation and claims affecting Borrower or any Guazantor of
Borrower which could materially affect the financial condition of Borrower or the
financial condition of any Guazantor.
Financial Records. Borrower will maintain its books and records in accordance with I
generally accepted accounting principles, applied on a consistent basis, and pertnit
Lender to examine and audit Borrower's books and records during normal business
hours.
Financial Statemenu. Borrower will fiunish Lender with, as soon as available, but in no
event later than 30 days after the end of each fiscal yeaz, Borrower's balance sheet and
income statement for the yeaz ended, compiled by a certified public accountant
satisfactory to Lender, and, as soon as available, but in no event later than 30 days after
the end of each fiscal quarter, Borrower's balance sheet and profit and loss statement for
the period ended, prepazed and certified as correct to the best knowledge and belief by a
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- person knowledgeable as to boaower's financial affairs. All financial reports required to
be provided under this Agreement shall be prepared� in accordance with generally
accepted accounting principles applied on a consistent basis, and certified by Borrower as
being true and correct. �
Additional Info�mation. Bonower will furnish such additional information and -
statements, payrol] records, lists of assets and liabilities, budgets, forecasts, tax retums,
and other reports with respect to Boaower's financial condition and business operations
as Lender may request &om time to time. Guarantors will fiunish such additional
:� information and statements, lisu of assets and liabiliries, budgeu, forecasts, t� retums,
and other reports with respect to Guarantors' financial con@irion as Lender may request
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Insurance. Borrower will maintain fire insu�rance, public liability insurance, and
such other insurance as Lender may require with respect to Borrowet's properties and
operations, in form, amounts, coverages and with insurance companies reasonably
acceptable to Lender. Borrower upon request of Lender, will deliver to Lender from time
to time the policies or certificates of insurance in foim satisfactory to Lender, including
stipulations that coverages will not be canceled or diminished without at least ten (]0)
days prior written notice to Lender. In connection with all policies covering assets in
which Lender holds or is offered a security interest for the Loans, Borrower will provide
Lender with such loss payable or other endorsements as Lender may r�quire.
Insurance Reports. Borrower wiil furnish to Lender upon request of Lender, reports on
each existing insurance policy showing such information as Lender may reasonably
request, including without limitation the following: ,(a) the name of the insurer; (b) the �
nsks insured; (c) the amount of the policy; (d) the pioperties insured; (e) the then current ,
property values on the basis of which insurance has �been obtained, and the manner of
determining those values; and (� the expiration date of the policy. In addition, upon
request of Lender (however not more often than annually), Borrower will have an I
independent appraiser satisfactory to Lender determine as applicable, the actual cash �
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vatue or replacement cost of any collateral. �
Other Agreements. Borrower will comply with all terms and conditions of all other
agreements, whether now or hereaRer existing, between Borrower and any other party
and notify Lender immediately in writing of any default in connection with any other
such agreements.
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Loan Proceeds. Borrower will use all Loan proceeds solely for Borrower's business
operations, unless specifically consented to the contrary by Lender in writing.
Taxes, Charges and Liens. Borrower will pay and dischazge when due all of its
indebtedness and obligations, including without limitation all assessments, taxes,
� govemmental charges, levies and liens of every kind and nature, imposed upon Borrower
_ or its properties, income or profits, prior to any case on which penalties would attach, and
all lawful claims that, if unpaid might become a lieri or charge upon any of Borrower's
properties, income, or profits. Provided howevei, Borrower will not be required to pay
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and dischazge any such assessment, taac, chazge, levy, lien or claim so long as (a) the
legality of the same shall be contested in good faith� by appropriate proceedings, and (b)
Boaower shall have established on its books adequate reserves with respect to such
contested assessment, tax, charge, levy, lien or claim m accordance with generally
� accepted accounting practices. Borrower, upon demand of Lender, will fumish to Lender
evidence of payment of the assessmenis, taxes, charges, levies, liens and claims and will -
authorize the appropriate govemmental official to deliver to Lender at any time a written
statement of any assessments, taxes, chazges, levies, liens and claims against Borrower's
properties, income, or profits. +
Performance. Borrower and Guarantors will perfortn and comply with all terms,
conditions and provisions set forth in this Agreement and in all other insmiments and
agreements berNeen Borrower and Lender. �
Operations. Borrower will conduct its business affairs in a reasonable and prudent
manner and in compliance with all applicable federal, state and municipal laws,
ordinances, rules and regulations respecting its properties, charters, businesses and
operations. �
Compliance Certificate. Unless waived in writing by Lender, Boaower and Guazantors
will provide Lender at least annually with a certificate executed by Borrower and
Guarantors certifying that the representations and warranties set forth in this Agreement
aze true and correct as of the date of the certificate and further certifying that, as of the =
date of the certificate, no Event of Default exists under this Agreement.
Additional Assurances. Borrower and Guazantors will make, execute and deliver to
lender such promissory notes, mortgages, deeds of trust, securiry agreements, financing
statements, instruments, documents and other agreements as Lender or its attomeys may �
reasonably request evidence and secure the Loans and to perfect all security interests and '
liens. �
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NEGATNE COVENANTS. Borrower covenants and agiees with lender that while this �
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Agreement is in effect, Borrower shall not, without prior written consent of Lender:
Indebtedness and liens. (a) incur indebtedness for borrowed money, (b) mortgage,
assign, pledge, lease, grant a secunty interest in, or encumber any of Borrower's assets, or
(c) seil with recourse any of Borrower's accounts, except to Lender.
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Coatinuity of Operations. (a) Sell any of Borrower's assets used or useful in
Borrower's business except in the regulaz course of!business, (b) engage in any business
activities substantially different than those in which Bortower is presently engaged, or (c)
liquidate, merge or consolidate with any other entity.
Loans, Acquisitions and Guarantees. (a) Loan money or assets, (b) purchase or acquire
any interest in any other enterprise or entiry, or (c) incur any obligation as surety or
guarantor other than in the ordinary course of business.
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EVENTS OF DEFAULT. Each of the following shall co i ritute an Event of Default under this
Agreement. •
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. Default on Indebtedness. Failure of Boaower to make any payment when due on the
Loan. I =
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Failure to Conduct the Agreed-Upon Job Training. Failure of the Borrower to
provide Job Training to the number of residents af the City Lynwood agreed-upon by
Lender and Borrower, and failure of the Job Training to adhere to the hours of
instruction, curriculum and standazds mutually agreed-upon by Lender and Borrower.
Failure to Relocate and Maintain Business Operations in Lynwood.
Failure of the Borrower to relocate its business operations to the Facility within one
hundred and twenry (120) days of the Effective Date of this Agreement. Failure of the
. Borrower to adhere to all of the terms and conditions of the sublease between Lender and
Borrower for the Facility. Failure of the Borrower to maintain its business operations
within the Ciry of Lynwood for the entire period coinmencing one hundred and twenty
' (120) days after of the Effective Date of this Agreement and ending five yeazs after the
Effective Date of this Agreement. !
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Other Defaults. Failure of Borrower, any Guazantor or any Grantor to compiy with or to
perform any other term, obligation, covenant or condition contained in this Agreement or
in any of the Related Documents, or failure of borrower to comply wiffi or to perform any
other term, obligation, covenant or donatio� contained in any other agreement between
Lender and Borrower. If any failure, other than a failure to pay money, is curable and if
Borrower, the Guarantor or Grantor, as the case may be has not been given a notice of a
_ similaz breach within the preceding twelve (12) months, it may be cured (and no Event of
Default will have occurred) if Borrower, the Guarantor or Grantor, as the case may be,
after receiving written notice from Lender demanding cure of such failure; (a) cures the
� failure within fifteen ( I S) days; or (b) if the cure requires more than fifteen (15) days,
immediately initiates steps sufficient to cure the failure and thereafter continues and '
completes all reasonable and necessary steps sufficient to produce compliance as soon as
reasonably practical. � ,
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False Statements. Any wazranry, representation, oi statement made or furnished to
Lender by or on behalf of Borrower, any Guazantor�or any Grantor under this Agreement ;
or the Related Documents is false or misleading in any material respect, either now or at I
the time made or fiunished.
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Defective Cotlateralization. This agreement or any of the Related Documents ceases to
be in full force and effect (including failure of any collateral document to create a valid
and perfected security interest or lien) at any time j d for any reason.
Insolvency. The dissolution or termination of Borrower's existence as a going business, '
insolvency, appointment or a receiver for any part of Borrower's property, any
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' assignment for the benefit of creditors, any rype of credit or workout, or the
commencement of any proceeding under any banlQUptcy or insolvency laws by or against
Borrower. I
Creditor Proceedings. Commencement of foreclosure, whether by judicial proceeding,
self-help, repossession or any other method, by any creditor of Boaower or any creditor -
of any Grantor against any collateral securing indetitedness. This includes a garnishment,
attachment, or lery on or of any of Borrower's deposit accounts with Lender. However,
the Event of Default shall not apply if there is a good faith dispute by Borrower or
Grantor, as the case may be, as to the validity or reasonableness of the claim which is the
' basis of the creditor proceeding, and if Borrower or Grantor gives lender written notice of
the creditor proceeding and fiunishes reserves or a;surety bond for the creditor proceeding
satisfactory to Lender. !
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Eveuts Affecting Guarantor. Any of the preced'ig events occurs with respect to any
Guarantor of any of the indebtedness or such Guazantor dies or becomes incompetent,
Lender, as its option, may, but shall not be required to, permit the Guazantors estate to
- assume unconditionally the obligations arising und'er the guaranty in a manner
satisfactory to Lender, and, in doing so, cure the E ient ofDefault. ,
EFFECT OF AN EVENT OF DEFAULT. If any Eventiof Default shall occw, all
commitments of Lender under this Agreement immediately will terminate, (including any
• obligation to make Loan disbursements or advances) arid all Loans immediaiely wil] become due
and payable, all without notice of any kind to Borrower, ati�e option of Lender, except for an
� Event of Default described in the "insolvency" subsection above, in which case such acceleration
shall be automatic and not optionaL �(
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MISCELLANEOUS PROVISIQNS. The following miscellaneous provisions are a part of this
' Agreement: j
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Amendmeots. This Agreement, together with anyiRelated Documents, constitutes the
entire understanding and agreement of the partieslas to the matters set forth in this
; Agreement. No alteration ofor amendment to this Agreement shall be effective unless
given in writing and signed by the party or parties sought to be chazged or bound by [he
alteration or amendment. � i
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Applicable Law. This Agreement has been delivered to lender and accepted by Lender
in the State of California. If there is a lawsuit, Borrower agrees to submit to the
jurisdiction of the Superior Court of Los Angeles�County, the State of Califomia. This �'
Agreement shall be governed by and construed in!accordance with the laws of the State of
California. !
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Caption Headings. Caption headings in this Agre� ment aze for convenience purposes
„ only and aze not to be used to interpret or define the provisions of this Agreement.
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Costs and Expenses. BorroweT agrees to pay upo I demand all of Lenders out-of-pocket
, expenses, including attomeys' fees, incurred in connection with this Agreement or in
- connection with the Loans made pursuant to this A�eement. Lender may pay someone
else to help collect the Loans and to enforce this .Agreement, and Boaower will pay that
amount. This includes, subject to any limits undei applicable law, Lender's attomeys'
fees and legal expenses, whether or not there is a lawsuit, including attomeys' fees for -
bankruptcy proceedings (including efforts to modi� or vacate any automatic stay or
injunction), appeals, and any anticipated post judg�ment collection services. Boaower
also will pay any court costs, in addition to all other sums provided by law.
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Notices. All notices required to be given under thi � Agreement shall be given in writing
. and shall be effective when actually delivered or wlien deposited in the United States
mail, first class, postage prepaid, addressed to the party to whom the notice is to be given
at the following addresses:
a. City of Lynwood
11330 Bullis Road
' Lynwood, California 90262 �
b. Best Packaging Inc.
[Address to be inserted] �
c. Reg Adamson
[Address to be inserted] ,
d. Ken Mukogowa I
[Address to be inserted] I
Any party may change its address for notice under this Agreement by giving formal
written notice to the other parties, specifying that the purpose of ffie notice is to change the I
party's address. For notice ptuposes, Borrower agrees to� k Lender informed at all times of
borrower's current address.
Severability. If a court of competent jurisdiction �finds an rovision of this A eement
YP g
to be invalid or unenforceable as to any person or ciircumstances, such findings shall not
render that ptovision invalid or unenforceable as to any other persons or circumstances,
and atl provisions of this Agreement in all other respects shall remain valid and
enforceable. �
Time is of the Essence. Time is of the essence in_the performance of this Agreement.
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Waiver. Lender shall not be deemed to have wazved any rights under the Agreement
unless such waiver is given in writing and signed by Lender. No delay or omission on
the part of Lender is exercising any right shall operate as a waiver of such right or any
- other right. A waiver by Lender of a provision of�tlie Agreement shall not prejudice or
constitute a waiver of Lender's right otherwise to demand strict compliance with that
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�- provision or any other provision of tliis Agreemen{ . I No prior waiver by Lender, nor any
course of dealing between Lender and Boaower, or�between Lender and any Grantor,
shall constitute a waiver of any of Lender's rights'or of any obligations of Borrower or of
any Grantor as to any future transactions. Whenevei the consent of Lender is required
under this Agreement, the granting of such consent by Lender in any instance shall not
constitute consent in subsequent instances where such consent is required and in all cases =
such consent may be granted or withheld in the sole discretion of Lender.
BORROWER AND GUARANTORS ACKNOWLEDGE HAVING READ ALL OF THE
PROVISIONS OF THIS BUSINESS LOAN AGREEMENT, AND BORROWER AND
GUARANTORS AGREE TO ITS TERMS.
BORROWER:
Best Packaging Inc.
BY:
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GUARANTORS: -
� Reg Adamson, an individual
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Ken Mukogowa, an individual
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LENDER:
Citv of Lvnwood
BY':
Authorized Officer i
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DATE: JANUARY 19, 1999 �
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T0: HONORABLE CHAIRMAN AND MEM �ERS OF THE AGENCY
FROM: Ralph Davis, Interim Executive Director ,
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By: Gary Chicots, Director Community Development���
Louis Morales, Interim Manager � G�
Planning and Redevelopment
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SUBJECT: PROPOSED EXTENSION TO THE EXCLUSNE NEGOTIATING
, AGREEMENT ("ENA") BETWEEN THE LYNWOOD REDEVELOPMENT
AGENCY AND PACIFIC RE7AIL TRUST.
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Purpose: �
To seek Agency approval to extend the ENA with Pacifc Retail Trust ("Developer'), for the
� purpose of developing a retail shopping center at Lynwood Plaza located 3539-3595
Martin Luther King Jr., Boulevard.
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Facts: � ;
1 On March 17, 1998, staff introduced the Developer to the Agency and informed the
Agency that the Developer was seeking to redevelop the Lynwood Plaza shopping
center and would be seeking an ENA to undertake the development.
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2 Lynwood Plaza is comprised of eight (8) sep Irate propeRies and is approximately
12.5 acres (see attached Assessors map). Ttie Developer proposes to redevelop
the center with approximately 127,000 sq. ft. of retail space. The uses will be a full
service market between 50,000 to 60,000 sq. ft.; a 20,000 sq. ft. auto parts store; a
5,000 sq. ft. sit down restaurant; a 2,300 sq. ft. fast food with play area and drive-
thru; and 40,000 sq. ft. of additional retail lease�space (see attached site plan).
3. An ENA was approved by the Agency on April�21, 1998, and was executed by the
parties on July 20, 1998 (See attached ENA)� The ENA was for an initial 90-day
° period and provided for two extensions of 30-days each. The ENA period including
the extensions has expired. Certain studies and appraisals in connection with the
project have not been completed and will be completed with the next 45-days. The
results of the relative studies play a vital role in �the negotiations for the project. As a
result, the Developer is requesting an 90-day extension to the ENA so that the noted
studies may be complete and factored into the project.
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Recommendation '
Staff respectfully requests that after consideration the Agency approve a 90-day extension
to the Exclusive Negotiating Agreement with Pacific Retail Trust for the redevelopment of
Lynwood Plaza located at 3539-3595 Martin Luther King; Jr., Boulevard.
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n AG£sNDA ITEM
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RESOLUTION NO.
A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY APPROVING A
90-DAY EXTENSION TO THE EXCLUSIVE NEGOTIATING AGREEMENT (ENA) WITH
PACIFIC RETAII TRUST (DEVELOPER) TO REDEVELOP LYNWOOD PLAZA, 3539-
3595 MARTIN LUTHER KING, JR., BOULEVARD
WHEREAS, the Agency is implementing the Redevelopment Plan for Project Area
"A" in the City of Lynwood, State of Califomia, adopted by the City Ordinance No. 945 on
July 10, 1973, as amended; and i
WHEREAS, the Agency approved an Exclusive Negotiating Agreement with the
Developer which has expired; and �
WHEREAS, the Developer has been negotia�ing wfth good faith; and
WHEREAS, the proposed extension to the ENA will permft the Developer to obtain
financial commitments from outside public/private re'sources for the proposed project; and
WHEREAS, the pursuit of the proposed pr� ject will assist in 4he elimination of
blight within the Project Area; and
WHEREAS, the proposed project will be in �urtherance of the implementation of
the Redevelopment Plan; and
WHEREAS, the proposed project will provide tax increment and generate sales
tax; and
WHEREAS, the site will be developed pursuant to the General Plan and Municipal
Code requirements; and
NOW, THEREFORE, BE IT RESOLVED by the Lynwood Redevelopment Agency
that:
�. The Lynwood Redevelopment Agency, based on the aforementioned
findings and determinations hereby adopts this resolution and authorizes the Executive
Director to execute an extension to the Exclusive Negotiating Agreement with the
Developec
Section 2. This resolution shall go into effect i i mediately upon its adoption.
PASSED, APPROVED, and ADOPTED this 19th day of January, 1999
RICARDO SANCHEZ, CHAIRMAN
ATTEST:
Andrea L Nooper, Secretary Ralph Davis, Interim
Executive Director
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APPROVED AS TO FORM: APPROVED AS TO CONTENT:
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Agency Special Counsel Gary' Chicots, Director �
Community Development
H:word\redevelplprtena2stf. �
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BUNDY � �
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f! i �I �� DUILnING A
�\: `� 20000 S.F.
. /� � ��� ' � ` � OUILDING 8 12,000 S.F.
� ' , � ��� BUILDING C 55.000 S.F.
`�\ • DUIIDING D . 23 S.F.
� �' � /� Q ' � `� BUILDING � E 6,000 S.F.
�BUIIDING F 2,300 S.F.
•� %' / . �� �� � \ `.� OUILDING G 5.000 S.F. .�
• / j �`� � � , BUILDING H �,500 S.F.
s9 ti ,�, i � ' / � , � � ;� ' �(� \ �. TOT/LL 127,80p S.F.
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MARTIN LUT►IER KING JR. BLVD.
-- ---- -------- ----- --- - -- ---- �Cr�Ll.U�
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• ESCLIISIVE NSGOTIATING AGR88�NT
This Exclusive Negotiating Agreement (the "Agreement"),
dated as of this _�_ day of �, 1998, is made by and
between the Lynwood Redevelopment Agency, a public body, corporate -
and politic (the "Agency) and Pacific Retail Trust, a Maryland Real
Estate Investment Trust (the °Developer°). For and in consideration
of the mutual covenants and promises contained herein, the parties
hereto agree as follows:
_ � RF.C`TTpT�S -
This Agreement is entered into with reference to the
following facts:
A. In furtherance of the objectives of the California
' Community Redevelopment of certain areas within the City, and in
that connection, has undertaken and is now carrying out the
responsibility for the redevelopment of Project Area "A” (the
"Project Area") pursuant to and in furtherance of the Redevelopment
Plar for such Project Area.
B. The subject matter of this Agreement are those
certain real properties owned by the Lynwood Redevelopment Agency
' (tne "Agency"), and located at 3539-3595 Martin Luther King Jr.
Bouievard and 3898 Abbott Road, within the City of Lynwood, State
° of California (the "Site" collectively). The Site is approximately
12.5 acres in land area and will be developed with approximately
127,000 sq.ft. of retail and/or entertainment uses, as deemed
appropriate by the Agency and Developer. It is proposed by the
Developer that the Site be developed with a 50,000 sq.ft. market,
a 16,000 sq.ft. drug store, a 5,000 sq.ft. sit-down restaurant, a
2,30o sq.ft. fast-food restaurant (with a drive-thru window and a �
play area), and 43,700 sq.ft. of additional retail space (which
together with the parking described herein shall hereinafter be
referred to as the "Project"). A proposal with mixed retail and
entertainment uses is also pennissible for the Site. The Developer
shall provide all parking (on-site and/or off-site), as appropriate
, and necessary for the Project, along with appropriate landscaping,
all in accordance with applicable City regulations and standards.
C. As a result of the qualifications, experience and
identity of the Developer, which are of particular concern to the
� ENA-COMMEACIAL.hc(�cpmi�Trw.�p0 P2ge I of 10
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Agency, the Agency desires Eo enter into this Agreement with the
Developer with the objective of subsequently agreeing upon and
entering into a mutually acceptable disposition and development
agreement ("DDA") for the development of the subject Project, as
referenced in Section B herein above, consistent with the terms and
conditions of this Agreement at the earliest practicable date.
D. The Agency anticipates that following the execution
of this Agreement, and through the period of negotiation and
preparation of a DDA with respect to the Project, the staff of the
Agency, as well as certain consultants and attorneys of the Agency,
will devote substantial time and effort to reviewing plans,
contracting and meeting with the Developer and various necessary
third parties, providing other aid and assistance to the Developer
ir. connection with the proposed Project and negotiating and
nreparing a DDA consistent with the basic terms and mutual
understandings established in this Agreement.
E. The Agency and the Developer desire to enter into
�his Agreement in order to set forth�the rights and duties oE the
oarties during the term of this Agreement. _
Section 1. Definitions. The following terms shall have the
- meaning ascribed thereto, unless the context requires otherwise:
"Aaency° means the Lynwood Redevelopment Agency, a public
body, exercising governmental functions and powers and organized
ar.d existing under the Community Redevelopment Law of the State of
California, California Health and Safety Code, Section 33000 ,�
s�. (as amended from time to time, the "Redevelopment Law").
"Agreement" means this Exclusive Negotiating Agreement, dated
as of 1998, by and between the Agency and the
, Developer.
"City" means the City of Lynwood, a municipal corporation,
organized and existing pursuant to the Constitution and laws of the
State of California.
"Developer" means Pacific Retail Trust, a Maryland Real Estate
Investment Trust.
"Exclusive Negotiating Period" means the period of ninety (90)
er:�.mr.nu�xcui.e,or�w,yiT.�. PagC2of 10
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, consecutive days beginning on the date of this Agreement, as
shortened or extended by the provision of Section 4, below.
"Party" means any party to this Agreement.
"Project" means the Developer's proposed development of the -
Site including, but not limited to, the demolition of existing
improvements thereon, the construction of any new buildings or
, improvements thereon along with appropriate parking and
, landscaping, all as contemplated and set forth in Paragraph C
above, and in accordance with plans and specifications subject to
and approved by the City and the Agency.
"Redevelopment Law" means the Community Redevelopment Law
which is codified at California Health and Safety Code Sections
33000, QT sea.
"Site" means those certain real properties located at 3539-
3595 Martin Luther King Jr. Boulevard and 3898 Abbott Road, at the
southeast corner of Martin Luther King Jr. Boulevard and Abbott
Road, within the City of Lynwood, State of Califax which is
generally depicted on Exhibit A, attached hereto and incorporated
herein by reference.
�ection 2. Obligat�ons of Aa n�;. During the Exclusive
Negotiating Period, the Agency shall use its good faith efforts to:
(i) negotiate in good faith with the Developer with respect to the
development of the Project and (ii) not negotiate, discuss or
otherwise communicate with any person or entity, other than the
Developer, regarding the development of the Project. Throughout
� the Exclusive Negotiating Period, Agency staff shall be available
• to meet with the Developer to discuss the Project, the Site Plan
' and the architectural renderings, and any other issues pertinent to
' the preparation of a DDA for the development of the Project.
Section 3. ObTiaat�ons of D v io�er.
(a) Within ninety (90) days after the date of this Agreement,
Developer shall deliver to the Agency all of the following:
(i) a written statement setting forth the Developer's
, financial projections for the Project, including but not limited to
a budget for land acquisition, construction and development of the
ENA-COAAffRCUL-heficqeo�Trvn.�pd Psge 3 of 10
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Project, a proposed schedule for the construction phase of the
Project, a table describing the sources and uaes of funds, a pro
forma analysis of anticipated return on investment and a narrative
° describing the fundamental economics of the Project, all in form
and content reasonably satisfactory to the Agency; and
(ii) evidence of financing, including but not limited
to (A) a cortQnitment letter in form and content satisfactory to the
Agency, from an institutional lender satisfactory to the Agency,
expressing an intent, subject to the Developer's satisfaction of
reasonable conditions, to provide financing for the acquisition,
construction and development of the Project on specified terms; and
(B) written evidence satisfactory to the Agency demonstrating that
the Developer either has committed sufficient equity to the Project
to qualify for the financing and pay all acquisition, construction,
development, marketing and other costs in excess of the anticipated
proceeds of the financing or that the Developer has obtained
written commitment from creditworthy investors setting forth their
intent to invest in the Project; and
(iii) a site plan and basic architectural renderings
of the Project, including but not limited to a well-defined
architectural concept for the Project showing vehicular circulation
• and access points, amounts and location of parking, location and
size of the building (including height and perimeter dimensions),
pedestrian circulation, basic landscaping and architectural
character of the Project, in form and content reasonably
satisfactory to Agency and subject to further review and approval
or disapproval by Agency and the City following execution of a DDA.
(b) Throughout the Exclusive Negotiating Period, the
Developer shall aegotiate ia good faith aith the Agency with
respect to the developmeat of the Project.
Section 4. Fxten �on� x 1 �v N aot�^t�on Agreement.
. AS SET FORTH ABOVE, THE EXCLUSIVE NEGOTIATING PERIOD SHALL
TERMINATE ON THE DATE THAT IS NINETY (90) DAYS AFTER THE DATE
HEREOF. HOWEVER, TFIE EXCLUSIVE NEGOTIATING PERIOD MAY BE EXTENDED
BY THE MUTUAL CONSENT OF THE PARTIES FOR UP TO TWO (2) ADDITIONAL
PERIODS OF THIRTT (30) DAYS EACH, THE AGENCY'S EXECUTIVE DIRECTOR
- MAY GRANT EACH SUCH EXTENSION FOR AND ON BEHALF OF THE AGENCY IN
HIS SOLE AND ABSOLUTE DISCRETION, UNLESS OTHERWISE DIRECTED BY THE
er+�.co�uacu�.e,oruxa.iT,,,,.�a P2ge 4 of 10
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. AGENCY. PRIOR TO GRANTING ANY SUCH EXTENSION, TF� AGENCY'S
EXECUTIVE DIRECTOR SHALL DETERMINE IN HIS SOLE AND ABSOLUTE
DISCRETION, UNLESS OTF�RWISE DIRECTID,BY Tf� AGENCY, WHETHER THE
DEVELOPER HAS OBTAINED Tf� NECESSARY LETTERS OF INTENT AND HAS
PERFORMED ALL OTHER OBLIGATIONS DESCRIBID ZN SECTION 3 HEREIN
ABOVE. _
Initials:
Developer Agency
If, in the sole and absolute discretion of the Agency's
Executive Director, unless otherwise directed by the Agency, the
Developer has performed the obligations described in Section 3
herein above and the Executive Director has granted an extension of
the term of this Agreement, as provided herein above, then the
parties shall, within such extended term,. continue to negotiate a
DDA with respect to the proposed development of the Project.
Section 5. D�nos? �on and D v�opm *+r aroAmont The
Parties hereby acknowledge and agree that during the term of.this
Agreement, as such term may be extended pursuant_to Section 4
herein above, the Parties shall use their respective good faith
efforts to negotiate and enter into a DDA which shall include, but
not limited to, the following: (i) the design of the Project by the
' Developer, which design shall be subject to approval by the Agency
and che City; (ii1 the construction and development of the Project
by the Developer, in accordance with final plans and specifications
tc be provided by the Developer and approved by the Agency and the
,• City and pursuant to a detailed schedule of performance by the
Developer; (iii) the operation and management of the Project by the
Developer in a good and professional manner, (iv) the maintenance
of landscaping, buildings and improvements in good condition and
satisfactory state of repair so as to be attractive to the
residents and to the community, (v) the operation of the Project by
, the Developer in compliance with all equal opportunity standards
established by Federal, State and local law, (vi) the right of the
Agency and the City to inspect the Project from time to time to
assure compliance with the foregoing provisions, (vii) provision by
the Developer to the Agency upon the Agency's request of concepts,
schematics and the final plans and working drawings for the Project
and participation in presentations with respect thereto; and (viii)
that the Project shall be of first class quality and standard.
ENA � COM�¢Rf1AL. hcFlc Msl T�w.rpd P2ge 5 of 10
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, Section 6(a). p v oDer D@ o�. Upon the approval of
this Agreement by the Agency, the Developer shall pay to the Agency
the sum of Thirty Thousand Dollazs i$30,000) as a deposit to the
; Agency securing its obligation to comply with the terms of this
Agreement (the "Deposit").
The deposit shall be in the form of (1) cash; or (2) a
cashier's or certified check.
The proceeds of the Deposit shall be used in accordance with
Section 6(b) of this Agreement.
Section 6(b). B�imbursement/Payment of AqPnr}, Fees
The proceeds of the Deposit shall be used for the following
purooses in the following order: �
1. First, the proceeds of the Deposit (or any portion
thereof) may be applied by the Agency from time to time as
necessary to pay any and all costs incurred by the Agency in
carrying out the purposes of this Agreement, including but not
limited to the cost of appraisals, environmental site assessments,
and fees paid or payable to attorneys and economic consultants;
however, Developer shall pre-approve expenditures over $500.00 and
such approvals will not be unreasonably withheld.
' 2. Second, in the event that this Agreement is texininated
pursuant to Section 9 hereof, any remaining proceeds of the Deposit
(following application of such proceeds for the puxposes specified
in paragraph 1 hereinabove) shall be retained by the Agency as a-
holding fee (in compensation for the Agency's holding the Site off
the market during the elapsed portion of the Exclusive Negotiating
. Period), without prejudice to the Agency's right to obtain monetary
damages and/or other remedies for the Developer's breach of this
Agreement.
� 3. Third, in the event that the Developer and the Agency
enter into a DDA with respect to the Site, any remaining proceeds
of the Deposit (following the application of such proceeds for the
purposes specified in paragraphs 1 and 2 hereinabove) shall be
applied toward the purchase price payable for the Site by the
Developer under the DDA.
er+�.coMMencu�.e.orKx.WiT„e,.., Page 6 of 10
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_ 4. Fourth, in the everit that the Developer complies with
all of its obligations under this Agraement but the Parties do not
enter into a DDA within the.Exclusive Negotiating Period, any
remaining proceeds of the Deposit (following the application of
such proceeds for the purpose specified in paragraph 1 hereinabove)
shall be returned to the Developer. _
Section 7. Schedule of p T orman It is the intention
of the Agency and Developer that the redevelopment of the Site be
completed in a timely and an expeditious manner. Accordingly, the
DDA shall provide in reasonable detail the tasks to be completed by
the Parties in the development process and the projected date of
completion for each such task.
Section B. Environmental. Execution of a DDA by the
Agency shall be subject to the Project's compliance with' the
California Environmental Quality Act ("CEQA"), California Public
Resources Code §§ 21000 g� sea. (as amended, and including any
successor statutes and regulations promulgated pursuant thereto).
In this regard, the Agency may conduct an Initial Study of the
proposed Project pursuant to Section 15063 of CEQB in order to
, determine if an environmental impact report (an a`EIR") will be
necessary to examine potential and significant effects the proposed
Project will have on the environment. The Developer hereby agrees
to provide all assistance to the Agency necessary for the Agency to
car� out its obligations under CEQA.
Section 9. Termination. The Agency may terminate this
Agreement if the Developer shall fail to comply with and perfoxm in
a timely manner all provisions hereof to be performed by the
Developer, or if no progress is being made in the DDA negotiations
as provided for herein due to no fault of the Agency. The Agency
snall give ten (10) days written notice to the Developer specifying
any failure of the Developer to comply with the terms of this
Agreement. The Agency shall not terminate this Agreement if the
- Developer cures the deficiency(ies) specified in the notice within
. said ten (10) day period.
Section lo. �ov rn�no T w, This Agreement and the
legal relations between the parties shall be governed by, construed
and enforced in accordance with laws of the State of California.
en•�.cor.�xaLL.noe�aa,;ir,a,,.�a PSge 7 of 10
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_ Section 11. No.-.Other _AqTeement. This Agreement
constitutes the entire agreement of the parties hereto with respect
to the subject matter hereof. There are no agreements or
, understandings between the parties hereto and no repreaentations by
. either party to the other as an inducement to enter into this
Agreement, except as expressly set forth herein. All prior
negotiations between the parties are superseded by this Agreement.
This Agreement may not be altered, amended or modified except by a
writing executed by both parties. Notwithstanding anything
- provided herein contrary, whether express or implied, neither party
shal'_ have an obligation to enter into a DDA with the other party
and neither party nor its respective officers, members, staff or
agents have made any promises to the other party, other than to
exclusively negotiate in good faith with the other party during the
Exclusive Negotiating Period, and no statements of either party or
i�s officers, members, staff or agents as to future obligations
snali be binding upon said party until a DDA has been approved by
eac'r. of the parties hereto, and by the City, and executed by a duly
authorized director or officer of each party.
Section 12. Psohib�t�on Aga�nst Ass�qnment, This
Aareement shall not be assigned by the Developer except to an
af�iliated entity of Developer as approved by the Agency.
Section 13. Notices. Any notice which is required or
wnich may given hereunder may be delivered or mailed to the party
�o be notified, as follows:
If to the DeveloDer:
PACIFIC RETAIL TRUST.
520 South Grand Avenue, Suite 390
Los Angeles, California 90071
Attention: Mark W. Harrigian, Vice President
If to the Agency:
LYNWOOD REDEVELOPMENT AGENCY
11330 Bullis Road
Lynwood, California 90262
Attention: Faustin Gonzales, Executive Director
� ENA - COMMERfLLL - Pacfic Rqail Trvv vpd Page 8 of 10
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With a copy to:
Shan K. Thever & Asspciates
865 S. Figueroa Street, 24Ch Floor
Los Angeles, California 90017-2566
Attention: Shan K. Thever, Esq. _
Section 15. Public Hearina. Any DDA that may be
negotiated is subject to consideration at a public hearing by the
Agency and the City. Nothing in this Agreement shall cotrnnit or be
construed as cortunitting the Agency or the City to approve any DDA.
Section 16. Counteroarts. This Agreement may be
executed in counterparts, each of which when so executed shall be
deemed an original, and all of which, together, shall constitute
one and the same instrument.
Sec*_ion 17. Attorney's Fees. In the event that either
party nereto brings an action or proceeding against the other party
to enforce or interpret any of the conditions or provisions of this
Agreement, the prevailing party shall be entitled to recover all
reasonable attorney's fees and expenses and court costs associated
with such action or proceeding.
Section 18. Effect of AgrPPmPnt Notwithstanding any -
o�her provision of this Exclusive Negotiating Agreement, the
?ar�ies expressly acknowledge and agree as follows:
None of the matters described in this Agreement as a purported
commitment or obligation of the Agency shall have any effect unless
and only to the extent such matters are expressly set forth in a
DDA or other written agreement duly authorized and approved by the
Agency and the City. Notwithstanding any provision of this
Agreement to the contrary, Developer acknowledges and expressly
agrees as follows: (a) that this Agreement does not obligate the
Agency in any way to approve, in whole or in part, any of the
matters described in this Agreement, including, without limitation,
matters pertaining to land use entitlements or approvals, pennits,
waivers or reduction of fees, development or financing of the Site
or any other matters to be acted on by the Agency, as applicable;
(b) that all such matters shall be considered and processed by the
Agency in accordance with all otherwise applicable Agency and City
ENA�fOMIdERC1AL-PnfcPanlTrw�pC Page 9 of 10
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, requirements and procedures; and (c) that the Agency reserves all
rights to approve, disapprove or approve with conditions all such
matters in its sole discretion.. Developer further acknowledges and
agrees that during the negotiations, the parties shall conduct such
economic analysis and re-use studies as may be necessary to
determine the amount, if any, of public funds needed for the -
redevelopment of the Project as contemplated by this Agreement in
an economically feasible manner.
Upon the execution of a DDA by the parties, this Agreement
shall be null and void and of no effect and shall be superseded by
the terms and conditions of the DDA.
The Agency and the Developer shall promptly commence the good
fai�h neaotiation of a DDA upon execution of this Agreement.
ZN WITNESS WHEREOF, the Agency and the Developer executed
tnis Agreement in the City of Lynwood, Los Angeles County,
California, on the date herein above first set out.
PACIFIC RETAIL TRUST, a Maryland Real
Estate Investment Trust (Developer)
sY: � ��. 14�5 er--
Maric W. Harrigian, Vice President
LYNWOOD REDEVELOPMENT AGENCY,
A body, corporate and politic
(Agency)
By:
Fausti Gonza s, utive Director
APPROVED AS TO FORM:
SHAN K. THEVER & ASSOCIATES
Agency Spec� Counsel
BY . ��i �✓LG
SkYan K. Thever•! Esq.
- EN� � COMME0.fUL - Paific Rnail Trw vptl Page 10 of 10
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�;�:.:.�� �..,
I CITY OF LYNWpO'>
, � CITY CL�:: ' � � ; .,_.-
JAN ? :�. � 1:
AM r,�?
7�8�9�10�lli12�1i2i3�4s5i6
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LYNWOOD REDEVELOPMENT AGENCY ���'"`�`'
ADDENDUM
JANUARY 19, 1999
REGULAR MEETING
6:00 P.M.
LYNWOOD CITY HALL, 11330 BULLIS ROAD
RICARDO SANCHEZ
CHAIRMAN _
LOUIS BYRD ARMANDO REA
. VICE CHAIRMAN MEMBER
ARTURO REYES PAUL RICHARDS
MEMBER MEMBER
. INTERIM EXECUTIVE DIRECTOR AGENCY COUNSEL
RALPH W. DAVIS, III SHAN K. THEVER
PUBLIC HEARING ITEM
4. BEST PACKAGING LOAN REQUEST.
Comments
To have the Agency conduct a public hearing pursuant to Section
33444.6 (b) of Community Redevelopment Law to consider a proposed
agreement between the Agency and Best Packaging relative to a
$100,000 rehab. loan in connection with a proposed business.
Recommendation
� Staff recommends after public testimony the Lynwood Redevelopment
Agency make a determination on the proposed $100,000 loan to Best
Packaging.
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. 5. COMPREHENSNE PUBLIC OUTREACH PROGRAM.
Comments
Staff recommends to have the Agency adopt the attached resolution -
allocating $50,000 from the unappropriated tax increment funds to cover
the costs for a comprehensive public outreach program.
Recommendation
Staff recommends for the Agency to appropriate $50,000 from the
unappropriated tax increment funds to cover the costs of a
comprehensive public outreach program.
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DATE: January 19, 1999
TO: THE CHAIRMAN AND MEMBERS OF THE AGENCY
FROM: Ralph Davis, Interim City Manager _
BY: Gary Chicots, Community Development Directo��
Shirley Wolf, Associate Planner �
SUBJECT: Comprehensive Public Outreach Program
PURPOSE:
Staff recommends that the Agency adopt the attached resolution allocating
$50,000 from the unappropriated tax increment funds to cover the costs for a
comprehensive public outreach program.
BACKGROUND:
Currently the Agency utilizes various tools to provide informatiorr to the public
relative to Agency activities. These tools include the City newsletter, cable,
flyers, waterbilling inserts, and newspaper advertisement. The City also provide
information about City business through City Council meetings and public
hearings. Although, we have done promotions and outreach in the past utilizing
these methods it has not been done in a comprehensive approach. Therefore,
to make the citizens and the development community aware of the City and
Redevelopment Agency activities it is necessary to generate a comprehensive
public relations strategy.
The comprehensive public relations strategy will achieve the following objectives:
bring city government closer to the people and make it more responsive to those
it serves. There are many services that the City offers, some that are utilized to
its fullest, others may not be. �1 comprehensive public relations strategy will
improve public's access to these services. It will also be used to market the City
to potential developers to strengthen the City's economy.
In order to implement this comprehensive public relations strategy, we need to
' appropriate sufficient funds to cover the costs of printing and public outreach.
Staff estimates the cost of this program to be $100,000 with 50% of the funds
coming from the unappropriated property tax increment and the other 50% from
the unappropriated general funds.
RECOMMENDATION:
Staff recommends the Agency appropriate $50,000 from the unappropriated tax
increment funds to cover the costs of a comprehensive public outreach program.
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" LRA RESOLUTION NO.
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE _
CITY OF LYNWOOD APPROPRIATING $50,000 FROM THE
UNAPPROPRIATED (FUND 14) TAX INCREMENT FUND TO TO
COVER THE COSTS FOR A COMPREHENSIVE PUBL{C
OUTREACH PROGRAM
. WHEREAS, currently the City utilizes various toois to provide information to the public
relative to City activities; and
, , WHEREAS, a comprehensive public relations st�ategy will achieve the following
objectives: bring ciry govemment closer to the people and make it more responsive to those it
serves; and
WHEREAS, a comprehensive public relations strategy will also enhance public's access
to city services.
NOW THEREFORE, BE IT RESOLVED THAT THE LYNWOOD REDEVELOPMENT AGENCY
DOES HEREBY RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOW:
SECTION 1. That the Agency authorize the appropriations of $50,000 from the
unappropriated Tax Increment fund to fund 12.
SECTION 2. That this resolution shall take effect immediately upon its adoption.
PASSED, APPROVED AND ADOPTED this day of , 1ggg,
Ricardo Sanchez, Chairman
City of Lynwood
ATTEST:
' Andrea L. Hooper, Secretary Ralph Davis, Interim Executive Director
APPROVED AS TO FORM APPROVED AS TO CONTENT:
Deputy Counsel Gary Chicots, Director
Community Development