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Home My WebLink AboutOctober 16, 1990i A G E N D A CITY OF ARCADIA JOINT CITY COUNCIL /PLANNING COMMISSION STUDY SESSION OCTOBER 16, 1990 5:00 P.M. ROLL CALL: Council Members Ciraulo, Fasching, Gilb, Harbicht and Young Planning Commission Members Amato, Clark, Hedlund, Szany and Papay Items for discussion: 1. Commercial building setbacks from adjacent streets 2. Vacant commercial lots 3. Preservation of large lot neighborhoods 4. Parking requirements for multiple - family residential projects (i.e., relating the parking requirements to the number of bedrooms /unit) 5. Modifications for developments on 50 -foot wide multiple- family zoned lots 6. Distance between existing and new streets (i.e., traffic concerns created by parallel streets separated by one lot and their intersection with the perpendicular street 9 A G E N D A CITY OF ARCADIA JOINT CITY COUNCIL /PLANNING COMMISSION STUDY SESSION OCTOBER 16, 1990 5:1t 00 P.M. ROLL CALL: Council Members Ciraulo, Fasching, Gilb, Harbicht and Young u All Present Planning Commission Members Amato,. Clark, Hedlund, Szany and Papay All Present. Items for discussion: �f 1. Commercial building setbacks from adjacent 'streets Staff rep Staff recommendation 2. Vacant commercial lots- Staff report and recommendation for landscaping requirements and cost estimates for City -owned property;.survey other cities, 3. Preservation "of large lot neighborhoods Staff report and recommendation for zone changes and minimum distance between streets 4. Parking requirements for multiple- family residential projects (i.e., relating the parking requirements to' the number of bedrooms /unit`,) . Send staff recommendation to Planning Commission 5. Modifications for developments on 50 -foot wide multiple-family-zoned lots 5. Keep same policy V 6. Distance between existing and new streets (i.e., traffic concerns created by parallel streets separated by one lot and their intersection with the perpendicular street See #3 i� Ii (4 A Gli E N D A ARCADIA CITY iP COUNCIL MEETING OCTOBER 16, 1990 o 7:30 P.M. INVOCATION E ACTION PLEDGE OF ALLEGIANCE ,ROLL CALL: Council/Agency memb�rs Ciraulo,,Fasching, Gilb, Harbicht and Young All 'Present MINUTES of adjourned and regular meetings of ,October 2, 1990 . Approved MOTION: Read all ordinances and resolutions by title only and waive readinglin full. Adopted JOINT MEETING OF THE CITY COUNCIL AND REDEVELOPMENT AGENCY 1. PUBLIC HEARING Consideration of a Disposition and Development Agreement between the Arcadia Redevelopment Agency and Robert,K. and Denise..A.11 Brown, approval of Negative Declaration of project proposed at 124- Public Hearing Closed N. First Avenue (KBC Project), and sale of 124 N. First Avenue by the City" of Arcadia and purchase by the Arcadia Redevelopmefit Agency. RESOLUTION NO. 5552, approving a certain Disposition and Development Agreement by and between the Arcadia Redevelopment Agency and Robert k.'and Denise A.I�Brown (KBC Project). Adopted RESOLUTION NO. 5553, agr ee ing to sell the f I property located at 124N. First Avenue (former Indiana Street) for $165,,000 to the Arcadia Redevelopment Agency for] redevelopment pur- p oses.. Adopted RESOLUTION NO. ARA-162i approving a Negative Declaration prepared in connection with the proposed sale, disposition and development of AGENDA 10/16/90 Es i9 • 1. JOINT CITY COUNCIL /ARA MEETING (continued) certain property and approving a certain Dispo- sition and Development�'Agreement by and between the Arcadia Redevelopment Agency and Robert K. and Denise A. Brown (KBC Project). RESOLUTION NO. ARA -163;; agreeing to purchase the property located at 124 N. First Avenue (former Indiana Street) from the City of Arcadia for $165,000 for redevelopment pur- poses. 2. Ratification of Set tlement�Agreement - Arcadia Redevelopment Agency vs. Kiewit. 3. Time reserved for those in,the audience who wish to address the City Council (five- minute time limit per person). 4. RECESS CITY COUNCIL 5. MEETING OF THE ARCADIA REDEVELOPMENT AGENCY a. MINUTES of the meeting"'lof October 2,'1990 b. Design Review for K.B.i; i 0. 1 7• CONSENT ITEMS (continued),; b. Report and recommendation to adopt updated. Urban Water Managements Plan (PUBLIC HEARING TO BE SCHEDULED). C. Consideration of Finali Map 48268 for a'6-unit condominium project a6752 W. Huntington Drive (Alexander Catansia Development, owner/ developer). f ACTION' Public Hearing 11/6/90 Approved d. Recommendation for acceptance of Subdivision Improvements, Parcel Map No. 19235 - La Sierra Drive. it Approved e. Recommendation for ap 21189 (TPM 89 -009) an easement and street r Lane. oval of Parcel Map No. acceptance of drainage ht -of -way on Melanie f.. Recommendation'for approval .of proposed agree Approved ment for 1990 791 employment training with Liebert, Cassidy and Frierson. Approved g. Report and recommendation regarding temporary Christmas.tree storagej' tents. Approved h. Recommendation to extend leave without pay for Parking Control. Specialist: Approved 8. CITY MANAGER Mayor.to send better. to Vons; Johnson - Request for speed bumps onPortola Drive between increase selective Cortez Road and Golden West Avenue. enfewe6menti -6epe2 additional report on, i suggestions 9. CITY ATTORNEY a. RESOLUTION NO. 5551, denying an appeal and ' upholding both the Planning Commission's and the Santa Anita Village Homeowners Association's denial of a two -story with an attached garage at 711 Cortez Road. Adopted ,welling b. RESOLUTION NO. 5554, supporting Proposition'149 regarding the California Park, Recreation And Wildlife Enhancement Act of 1990. Adopted C. Claim of C.A. Payne Denied' -3- AGENDA 10/16/90 i 10. MATTERS FROM STAFF i 11. MATTERS FROM ELECTED OFFICIALS 12. ADJOURN to 7:00 p.m, November 6, 1990 Miller - Prepare press release re: Kiewit r Lopez - Report re: street lighting City -wide ji Kinnahan - Take First /Huntington circulation proposal to ABA US-da - /5• October 16, 1990 TO: ARCADIA CITY COUNCIL FROM: ARCADIA PLANNING DEPARTMENT DONNA L. BUTLER, ASSISTANT PLANNING DIRECTOR SUBJECT: PRESERVATION OF LARGE LOT NEIGHBORHOODS Concern has been expressed regarding new single-family subdivisions and lot splits proposed in areas generally zoned R-1 7,500 sq. ft. which are characterized by predominantly larger single-family lots, i.e., the Baldwin Stocker area and areas between Holly and Baldwin Avenues, etc. Last year the City Council, in response to concerns expressed by residents in certain neighborhoods within the Lower Rancho and the Oaks areas, rezoned two areas developed with lots larger than the underlying R-0 and D 15,000 zoning to R-0 and D 22,000. The Planning Commission in reviewing the General Plan has expressed a desire to further preserve the large lot neighborhoods. Staff suggested that the following be added to the General Plan: Objective: Discourage the subdividing of predominantly large lot neighborhoods into smaller lots incompatible with the surrounding neighborhood. Policy: Where residents of the area wish to maintain the character and integrity of the neighborhood, encourage the preservation of the large lots. Action Program: The Planning Commission and the City Council should identify the single-family neighborhoods which are developed predominantly with large lots and look into the adoption of measures to preserve these areas. LARGE LOTS October 16,1990 Pae1 LASER IMAGED 3 At the request of the Planning Commission or City Council the Planning Department could further review areas within the City that might be more appropriately zoned a lesser density. RECOMMENDATION The above wording (or revised wording) should be included in the General Plan. The City Council or Planning Commission may direct staff to review the zoning of certain areas in the City which might be suitable for a zone change to a lesser density. LARGE LOTS October 16, 1990 Pa e2 LASER IMAGED ao — x3 Mentotanclum Date 10u15,L9Q_--- ----_-_-. TO: Arcadia Redevelopment Agency FROM: v Peter P. Kinnahan, Assistant City Manager for Economic Development SUBJECT: Request by Stanley W. Gribble & Associates for Time Extension for Parcel D (Olive Garden) . Background On November 7, 1989, the developer of the Southside Project, Stanley W. Gribble & Associates, requested and was granted a one year time extension for the completion of a restaurant on Parcel - D (see Site Map, Attachment 1, and Amendment No. 2 to the Disposition and Development Agreement, Attachment 2) . After Amendment No. 2_ was approved, and as required under the Amendment the Developer submitted tothe Agency.a Time Certificate of Deposit for S$25, 000 to be�,drawn-down in the event that the Developer has--not substantially completed the construction of `the restaurant by November 10, 1990. Substantially-completed is defined as "completion of the construction of the framing and shell of all buildings (including the roof) and the commencement of construction of tenant improvements" . Amendment No. 2 additionally stipulated that $15, 000 in liquidated_damagesbe assessed the Developer for each additional six months period_after-November - 10,_1990 during which the Developer ot has n substantially completed construction of Parcel Request for Time Extension • On October 9, 1990 we received a letter from the Developer requesting a further extension of one-hundred-eighty (180) days � for the -substantial completion of the Parcel D restaurant (see Letter, Attachment 3) . The Developer cites the following as reasons for this request: —General Mills, Inc. had to design a new two-story prototype Olive Garden Restaurant to accommodate the Arcadia site; therefore the plans took considerably longer to complete. - The plans were submitted in June and General Mills, Inc. is currently waiting for a building permit. (The Planning LASER IMAGED ,1111, Department informed us that the length of time that has passed is average for processing of this type of building permit application. The Planning Department also indicated that the Olive Garden plans contained an unusually large number of items that required correction by the architect. ) Also implied in the Developer' s request for a time extension is a request that the Agency defer pulling-down the $25, 000 Time Certificate of Deposit for one-hundred-eighty days (180.) , as well as the request that the Agency postpone any additional liquidated damages ($15, 000 every six months) until after this extended one- hundred-eighty (180) day time period has passed. The Developer reasons that penalties should be deferred since the Developer is providing 42 , 000-47, 000 square feet more building area over. that originally proposed, and the Agency will therefore benefit from the additional unanticipated tax increment. j\C 5�51,F 00 0 - ; The Agency could grant the Developer an additional one-hundred- eighty (180) day extension for substantial completion of the construction of the Parcel D restaurant (through May 10, 1991) and consider the following options in descending order of burden to the developer: (with the condition that we are not waiving any rights regardless of what option is selected) Q Draw-down the $25, 000_ Certificate of Deposit, and require Developer to provide a new $15, 000 six-month Certificate of Deposit as per Amendment No. 2 of the DDA, or bPraw-down a portion of the $25, 000 Certificate of Deposit ow, (e.g. $5, 000, $10, 000) , and require the Developer to provide new $25, 000 Certificate of Deposit; or "(Oh 'equire the Developer to extend the existing $25, 000 rtificate of Deposit and provide a new $15, 000 six-months Certificate of Deposit both due in one-hundred-eighty (180) days. If the Parcel D Restaurant is not substantially complete by the end of this time period, the Agency would draw-down all amounts retroactively owed the Agency to date under the DDA and this amendment ($40, 000) , and require the Developer to post a second Certificate of Deposit for $15, 000 to cover the next six-months period; or \I'Vdigi the Developer to extend the $25, 000 Certificate of Deposit for one-hundred-eighty (180) days with no penalties incurred. There are of course other variations but staff has attempted to list the "clearest" options for your consideration. Whatever option is selected by the Agency, the Developer should be required to submit any new or extended Certificates of Deposit LASER IMAGED (o'f Letters of Credit) to the Agency by November 10, 1990. Also, any Certificate of Deposit (or Letter of Credit) should carry an expiration date of no less than 45 days beyond the date that the Certificate can be drawn-down by the Agency (ie, June 30, 1991) . Discussion It is clear to staff that the developer and Olive Garden have been sincerely working over the last year to implement this restaurant development per the amended DDA Schedule. However, both the Agency and City have lost revenue as a result of the delay. Should the Agency elect to draw down any or all of the $25, 000, this is in effect an advance payment by the developer of any Participation Payment which the developer will have to pay the Agency in 1993 according to a formula in the DDA. In other words, the Developer may have to pay this amount sooner or later. Agency Special Counsel and the Agency Attorney have reviewed this staff report. That the Arcadia Redevelopment Agency: Grant` Developer:f a done hudnd6r-'ed eighty;:(180;) day extenso from 1ovember A°,an.19°0-(the original due date under Amendment No. 2 to The 'DA) to May 10, 1991 to substantially complete construction of the Parcel D Restaurant (the Olive Garden) ;,F W2 '' 1. Select one of the r o•tigns ' bove (a, b, c or d ertaining the draw-down of the Certificate of Deposit, and 17o DArec:! "Agency Special Gounsei ro to i.of ft`Amendments'*No '3 t e DDA a form a su stance similar to `-"endmenf No , and ;40 rr ao Requi.re Dev'e"to`per to 4execute"-said Amendment No. 3_and ,arovide the require• ,Good,g �IDeposit in the amount as •e ermined by the Agency no later than November 10, 1990; and in the event said amendment is not executed by the developer and the Good Faith Deposit not provided as set forth above and in Amendment No. 2 , authorize and direct the Executive Director to cash the existing $25, 000 Certificate of Deposit as soon as reasonably possible after November 19, 1990, and Author. ze the Mlainve`' Director'to execute Amendment No. 3form approved by Agency General Counsel-. // / Approved: 4 i. .._deji iij NU L'.d __�J Executive Director Attachments LASER IMAGED 140 • • • • *ea!,i • �, • U -- -F.... :v/,/� .-s, IC \ 9J • J 0, Ill 1 III (� ``6dYM1/�/ 4.S.,,•• I ..F.,.r O►iIL�. Q 0111.�: !MG�TRUGTU' • 9t • li'l 4METTlillill :I it .^ ; vtes1' • ILO' j l, ;I i I )J WHIP!. �4411.4. 1 FICE 9u. .t 11 MU OFFICE • . a Iii. q ��• 01 W I go +` _ - r �I• I III I• J. .. E.• ,7 SI0 I CFNCE . , I I e RESEW ANT , •/ eENN CIANS • • _ •• .....\INN"."..N• 11 uuo.o RESLIIA41Nf 5 rcr t,r, i°° „' �' I 11 • I L�-1,. f .. / . HUNTINGTON DRIVE OLIVE GARDEN SITE PLAN ■ \Pmmitri . CI ARCADIA GATEWAY CENTRE -� SWO ASSOCIATES - R E. c. C 1 Y C V NOV 2 71989 ......�.... r.r..r.rr r.r�.rrr • rrmo •_.1r .. NW.awry•• ARCADIA REDEYEEOPM'N1 RG(N(Y «"'�Ow'°« r•wo.�M». OW Mg 13...rr, • ra A 10091' rnemoaum t -1 `, Date ____11/7/89 TOD: Arcadia Redevelopment Agency FROM: Joyce Friedmann, Economic Development Assistant - SUBJECT: Request for Approval of Amendment No. 2 to the Disposition and Development Agreement by and Between the Arcadia Redevelopment Agency and Stanley W. Gribble and Associates Background The original Disposition and Development Agreement for the Southside Project, requires the developer to complete construction of Parcel D (see Attachment I, Site Map) within two years after the close of escrow (11/10/87) . Although Stanley W. Gribble and Associates have been acting in good faith in their efforts to find a restaurant tenant, they do not yet have a signed lease for the Parcel, and have requested a time extension of one year. Amendment No. 2 Staff and Agency Special Counsel, Steve Deitsch, have reviewed. this request and concur that a one year extension is justified. Amendment No. 2 to the DDA (Attachment II) was therefore developed to grant the one year extension, and at the same time protect the Agency by setting forth specific remedies in case the Developer does not substantially complete construction of Parcel D within the one year extension period. Following is a summary of the main points of Amendment 2 : 1. The Developer must substantially complete construction of the Parcel D Restaurant on or before 11/10/90, 2 . If construction is not substantially complete by 11/10/90, then the Developer shall pay the ARA $25, 000 in liquidated damages, 3. The Developer must submit to the ARA within 10 days of ARA approval of this Amendment a $25, 000 direct letter of credit or certificate of deposit, to be drawn down after 11/10/90, 4. The $25, 000, if drawn down by the ARA, will go towards the Adjustment of Initial Disposition Price (AIDP) , if the vaEACHMENT2=. LASER IMAGED 4L1 AIDP is greater than $25, 000; The DDA states that six years after the close of escrow, the ARA may be entitled to a participation payment based on the market value of the development. A special formula including market value, less developer's costs and profit, as defined, was negotiated and is contained within the DDA for performing this calculation. Any additional monies due the ARA as a result of this calculation have been termed the "Adjustment of Initial Disposition price" . 5. Further, the Developer shall pay the ARA an additional $15, 000 in liquidated damages for each six month period after November 10, 1990 that the developer has not substantially completed construction of Parcel D. A $15, 000 Letter of Credit or Certificate of Deposit shall be provided by the Developer. These additional amounts shall also be credited towards the AIDP, as explained in Item No. 4 , above. This report has been reviewed and approved by both Mike Miller - and Steve Deitsch. Recommendation That the Arcadia Redevelopment Agency approve Amendment No. 2 to the Disposition and Development Agreement by and Between the Arcadia Redevelopment Agency and Stanley W. Gribble and Associates, and authorize execution by the Executive Director, subject to minor revisions approved by the Agency Attorney and Executive Director. Approved Side _ . Executive Director Pro Tem Attachments LASER IMAGED 1.43 . . . . , • • • . . , . SOUTHSIDE PROJECT . , • . • • . . . , • • • . • • . , . . • , . t.; ; • a ''''\„,,,,,, • . . . -,...„2 .za 4of • cfr, • . . ,' ! p.....Le . •' ilt- ,,, • • . • . - :.D 0 Ellit• : 1 . ' . • • " r4v Af. . . .....T.N"..,....... . • • • ..... .... Ip I 7 .• . ' %N. Z 1 LLI PARCEL E 41 ::•■• • > I 2 STORY OFFICE./ -- . . ..........N.N.N.N.N ., , ' ' . . . 2 1 .0 46.300 GSF 41.4.0 ifipjh ,. NNNN, Z1.. re •=no . m.ri;..._ • S.' I I 0 6 -4:' , F::::!....:,..■ ' :: ' " I I 10 PA.CEL A I i...41'411iiih. ' --• fot ■ .._= e e...___;,, 41111 4 STORY 0 CE BUILDING 1 1111 86.,..GSF OP : jirdpilid 1 I.11 1.■:‘ - I I 11111 II j1i1' IS I .7-'W•••-• U.77...-7-- -al& • I;.N., .-:tr ":: -'••.. ":" 0 ■ . . — PARCEL B , . • II I - . , EXISTING 3 STORY. NIN RETAIL BANK (11 —. --- 26.000 GLA . • • Filo I 11 —• ;7: __. ___ . . . . IN ID ;', PARCEL C 'it.; • . .,..:::. I ''. PARCEL 0 s RESTAURANT —I 0.• . :: RESTAURANT 7.200 SF .*.• .:: L ...." ' .. • eliNN ......• ..,:. . . ,. ct, -.1 W NNA M 1 ;,... - • a.. ' •,0 i • .• .,...17- 11.t...■—a...41.•■■ri—a mmillli■411111 ■.,;.".?? a;:.7.■•...A11....6—a■Illb a—as- 4111 :.52 a;‘.111...1...10.46. . ■• —______ ' HUNTINGTON DRIVE • • • . . • • - - -. •, • . . . . . . , . . . . • hjawIt • 1_, tEa'a IMGD, . 144 . . . , . NOV 0 2 1989 ARCADIA REDEvEI°Portal-cpre RECORDING REQUESTED BY AND ' WHEN RECORDED, MAIL TO: Arcadia Redevelopment Agency Attn: Assistant City Manager for Economic Development 240 West Huntington Drive Arcadia, CA 91006 (Space above for Recorder ' s use) AMENDMENT NUMBER 2 TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE ARCADIA REDEVELOPMENT AGENCY AND" STANLEY W. GRIBBLE AND ASSOCIATES This Amendment Number 2 ( "Amendment No. 2" ) is entered into by and between the ARCADIA REDEVELOPMENT AGENCY ( "Agency" ) , a public body, corporate and politic, of the State of California, and ARCADIA GATEWAY CENTRE ASSOCIATES, LTD. (the "Successor Developer" ) , a California limited partnership, with reference to that certain Disposition and Development Agreement by and between the Agency and Stanley W. Gribble and Associates, a sole proprietorship ( the "Original Developer" ) , dated May 6, 1986, as subsequently amended (collectively, the "Agreement" ) . _ RECITALS WHEREAS, the Agreement currently provides that the Successor Developer must complete construction of restaurant or financial institution uses on Parcel D on the Site, as defined in the Agreement, on or before November 10, 1989; and WHEREAS, the Successor Developer has requested that the Agency approve a one-year extension to the completion of construction on Parcel D; and WHEREAS, the Agency is willing to grant such an extension to the Successor Developer on the condition that if the Successor Developer does not complete construction of improvements on Parcel D in accordance with the Agreement, as evidenced by completion of construction of the framing and shell of all buildings (including the roof) and the commencement of construction of tenant improvements, on or before November 10, 1990, then the Successor Developer shall pay to the Agency the sum of Twenty-Five Thousand Dollars ($25,000) as a nonrefundable advance payment of a portion of the Adjustment of Initial Disposition Price, as defined in the Agreement; and LASER I Aa hment II 14j WHEREAS, it is reasonable and appropriate for the parties to amend the Agreement in accordance with this Amendment No. 2. NOW, THEREFORE, in consideration of the mutual covenants, terms, and provisions set forth hereinafter , the parties hereto agree as follows: SECTION 1. INCORPORATION OF RECITALS. The Recitals set forth hereinabove are incorporated herein by reference. SECTION 2. AMENDMENT OF SCHEDULE OF PERFORMANCE. The Schedule of Performance set forth in Attachment 3 to the Agreement is hereby amended by deleting reference to Parcel D in Item 23, and by adding anew Item 24 to read as follows: 24. Completion of Construction on Parcel D November 10, 1990 SECTION 3. COMPLETION OF CONSTRUCTION OF IMPROVEMENTS ON PARCEL D. The parties hereto understand and agree that by granting an extension of time to the Successor Developer for the completion of construction of improvements on Parcel D, the Agency and the City of Arcadia will not receive real property tax increment revenue pursuant to California Health and Safety Code section 33670 and sales tax revenue pursuant to California Revenue and Taxation Code section 7200, respectively, during the period prior to the extended deadline for completion of construction of improvements on Parcel D, as the parties otherwise intended at the time of execution of the Agreement. The Successor Developer covenants that it shall use its best efforts to undertake and complete construction of improvements on Parcel D in accordance with the Agreement as expeditiously as possible, and shall in good faith attempt to complete construction of such improvements on or before November 10, 1990, as evidenced by the completion of construction of the framing and shell of all buildings ( including the roof) and the commencement of construction of tenant improvements. The parties further agree that in the event that the Successor Developer fails to complete construction of such improvements on or before November 10, 1990, as evidenced by the completion of construction of the framing and shell of all buildings ( including the roof) and the commencement of construction of tenant improvements, then without submission of further demand or notice by the Agency to the Successor Developer, the Successor Developer shall pay to the Agency the sum of Twenty-Five Thousand Dollars ($25,000) as liquidated damages due to the failure of the Successor Developer to complete -2- LASER IMAGED 14G the construction of such improvements by such date. For this ' purpose, the Successor Developer shall provide to the Agency within ten (10) business days following the date of approval of this Agreement by the Agency either (a) an unconditional and irrevocable direct pay letter of credit. in the principal amount of Twenty-Five Thousand Dollars ($25,000) substantially in the form and substance of that certain letter of credit provided by the 'Original Developer to the Agency pursuant to Section 2 . 04 of the Agreement and pursuant to the ERN, as defined in the Agreement and subject to the approval by Agency Counsel and the City Treasurer of the form and substance thereof, or (b) a certificate of deposit in the principal amount of Twenty-Five Thousand Dollars ( $25,000) issued by a reputable bank in the State of California setting forth the Agency, alone, as the beneficial owner thereof (providing, however, that interest , earned thereon shall be payable to the Successor Developer) . In the event that the Successor Developer fails to complete ' construction of improvements on Parcel. D within the time and pursuant to the requirements set forth in Section 2 and 3 hereof, then the parties agree that the Agency shall have the right, solely in its discretion, to draw upon all or any portion of the letter of credit or to receive payment of the principal amount of the • certificate of deposit .without notice to or right of objection from the Successor Developer in, order to satisfy , the Successor Developer ' s obligation to pay to the Agency the liquidated damages set forth in this Section 3. This letter of credit or certificate of deposit shall remain in effect until December 31, 1990. In the event that the ' Successor Developer fails to submit the letter of credit or the ' certificate of deposit to the Agency and to maintain the letter of credit or certificate of deposit in full force and effect until December 31, 1990, then this Amendment No. •2 shall automatically terminate and be of no further force or . effect (provided, however, that any and all remedies of the Agency for the failure of the Successor' Developer to complete the construction of improvements on Parcel D hereunder shall survive the termination of this Amendment No. 2) ; provided, however, that the terms and provisions otherwise set forth in the Agreement shall remain in full force and effect. In the event that the Successor Developer submits a certificate of deposit to the Agency hereunder, then in the event that the Successor Developer fails to satisfy its obligations to complete construction of improvements on Parcel D within the time and 'pursuant to the requirements set forth in Sections 2 and 3 hereof, then the Agency shall be entitled to receive all interest earned on the certificate of deposit following the date that the Successor Developer was required to complete such construction. . The parties agree that actual damages would be impracticable and extremely difficult to fix, and that the foregoing sum of liquidated damages reflects a reasonable endeavor by the parties to estimate , actual damages which the Agency and the City of Arcadia will suffer as a result, of the -3- LASER IMAGED 1sr Successor Developer ' s failure to satisfactorily meet its obligations to complete construction of improvements on Parcel D within the time set forth in Section 2 hereof. The parties further agree that they are entering into this agreement with respect to liquidated damages - absent duress, that the terms and meaning of this liquidated damages provision have been explained to the parties by their respective attorneys prior to execution of this Amendment No. 2, that the parties anticipate that proof of actual damages would: be costly and inconvenient, and that it would otherwise be difficult to prove causation and specific foreseeability in order to determine actual damages resulting from the failure of the Successor Developer to meet its obligations hereunder . SECTION 4. CREDIT TOWARD PAYMENT OF ADJUSTMENT OF INITIAL DISPOSITION PRICE. The parties understand and agree that in the event that the Agency is entitled to and does receive payment of all or ' a portion of the sum of money set forth in Section 3 of this Amendment No. 2, then the amount of such payment shall be deemed to be a prepayment by the Successor Developer to the Agency of a portion of the Adjustment . of Initial Disposition • Price, as defined in the Agreement. ' In the event that the Adjustment of Initial Disposition 'Price is eventually determined to be in excess of this prepayment, then the Successor Developer shall cause payment to be made to the Agency of such excess amount of the Adjustment of Initial Disposition Price as provided in the Agreement. In the event that the Adjustment of Initial Disposition Price is eventually determined to be less than the sum of money received by the Agency pursuant to Section 3 of this Amendment No. 2, then notwithstanding any term or provision of the Agreement or this Amendment No. 2 to the contrary, the Agency shall be entitled to retain all sums of money received by the Agency pursuant to Section 3 of this Amendment No. 2. SECTION 5. COVENANT OF SUCCESSOR DEVELOPER TO COMPLETE CONSTRUCTION OF IMPROVEMENTS ON PARCEL D IN THE EVENT OF FAILURE TO COMPLETE BY NOVEMBER 10, 1990. In the event that the Successor Developer fails to complete the construction of improvements on Parcel D on or before November 10, 1990, as evidenced by the completion of construction of the framing and shell of all buildings ( including the roof) and ,.the commencement of construction of tenant improvements, then in addition to the obligations of the Successor Developer to cause payment. to be made to the Agency pursuant to Section 3 of this Amendment No. 2, the ' Developer covenants to complete the construction of improvements on Parcel D expeditiously thereafter. In the event that the Successor Developer fails to complete construction of such improvements within six (6) months following November 10, 1990, and/or within each six-month period thereafter, as evidenced by the completion of construction of the -4- LASER IMAGED 143 framing and shell of all buildings ( including the roof) and the commencement of construction' of tenant improvements, then the Successor Developer shall pay to the Agency the sum of Fifteen Thousand Dollars ($15,000) as liquidated damages for each such six-month period due to the failure of the Successor Developer to complete the construction of such improvements ' within such period. For this purpose, within ten ( 10) business days following the date of expiration of each preceding six-month period in which the Successor Developer failed to complete the construction of improvements on Parcel D, the Successor Developer shall provide to the Agency either an unconditional and irrevocable direct pay letter of credit or a certificate of deposit, either of which shall be in the principal amount of Fifteen Thousand Dollars ($15,000) , in accordance with and subject to all the terms and provisions set forth in Section 3 of this Amendment No. 2 and subject to approval of the form and substance thereof by Agency Counsel and the City Treasurer'; provided, however, that notwithstanding any term or provision otherwise set forth in said Section 3, each such letter of credit or certificate of deposit shall remain in effect until forty-five ( 45) days following the date of expiration of each applicable six-month period and the failure of the Successor Developer to submit any one or more of such letters of credit or certificates of deposit to the Agency and to maintain such letters of credit or certificates of deposit in full force and effect for the periods described herein shall cause the automatic termination of this Amendment No. 2 (provided, . however, that any and all remedies of the Agency for the failure of the Successor Developer to complete the construction of improvements : on Parcel D hereunder shall survive the termination of this Amendment No. 2) . Any and all payments received by the Agency pursuant to this Section 5 shall be deemed to constitute an advance payment • by the Successor Developer to the Agency of a portion of the Adjustment of Initial Disposition Price, as defined in the Agreement, and shall in all respects be subject to the terms and provisions of Section 4 of this Amendment No. 2. SECTION 6. ADDITIONAL REMEDIES OF AGENCY. Notwithstanding any payments received by the Agency pursuant to either Section 3 or Section '5 of this Amendment No. 2, and in addition to any such . payments, the Agency shall have all rights and remedies otherwise set forth in the Agreement with respect to any default by the Successor. Developer under this Agreement, including,; without limitation, all rights and remedies which the Agency may have pursuant to Article Ni of the Agreement. SECTION 7. PROCESSING OF PLANS BY AGENCY. The Agency agrees that it will use its best efforts to expedite approval by the Agency' and the City of Arcadia of any and all plans for improvements on Parcel D 'which are submitted by the Successor -5- . LASER IMAGED 149 Developer to the Agency and/or the City of Arcadia in accordance with the Agreement. SECTION 8. AMENDMENT OF SECTION 6.01 OF THE AGREEMENT. Section 6.01 of the Agreement is amended by deleting therefrom the following: ( if the Agency) Timothy J. Sabo, Esq. Sabo & Gondek, a Professional Corporation 5855 Topanga Canyon Blvd. Suite 100 Woodland Hills, CA 91367 and by substituting therefor : ( if the Agency) Stephen P. Deitsch, Esq. Best, Best & Krieger 800 North Haven Suite 120 Ontario, CA 91764 SECTION 9. REAFFIRMATION OF TERMS AND PROVISIONS OF AGREEMENT. Except as expressly amended hereby, the Agreement shall continue in full force and effect and is hereby reaffirmed by the parties. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. 2 as of the dates set forth below. ARCADIA REDEVELOPMENT AGENCY Date: By: Agency Chairman (SEAL) ATTEST: By: Agency Secretary APPROVED AS TO FORM: APPROVED AS TO FORM: • Michael H. Miller Stephen P. Deitsch Agency General Counsel Agency Special Counsel -6- LASER IMAGED 150 y ARCADIA GATEWAY CENTRE ASSOCIATES, LTD. , a California limited partnership Date: By: its General Partner (All Signatures Must Be Notarized) -7- SPD0116 LASER IMAGED 6 W STANLEY W. DRIBBLE & ASSOCIATES October 9, 1990 Mr, Peter Kinnahan CITY OF ARCADIA 240 West Huntington Drive Arcadia, California 91006 Re: Amendment No. 2 to the Disposition and Development Agreement Arcadia Gateway Centre Arcadia, California Dear Pete: This letter is being written as a request for an extension of one hundred eighty (180) days, to be granted by the Arcadia Redevelopment Agency, pursuant to Amendment No. 2 to the Disposition and Development Agreement by and between the Arcadia Redevelopment Agency and Arcadia Gateway Centre Associates, Ltd., the successor developer. Pete, as you are aware, we diligently tried to lease Pad D with both our own leasing personnel and outside brokerage. We gave an exclusive to the San Gabriel Valley office of Grubb & Ellis, who diligently pursued the acquisition of a tenant and leasing of the Pad during the years of 1988 and a portion of 1989. In early 1989, we granted an agreement to Craig Michel, of the Metropolitan Group. The Metropolitan Group is one of the foremost and leading restaurant representatives in the metropolitan Los Angeles area. We had interest from several restaurant tenants, i.e., Hank Yost, owner of the Salt Shaker and Peppermill chain, Red Robin Restaurants, Kobe's Japanese Steakhouse and Sushi Restaurant, Tony Roma's (only as leverage to consummate a very favorable deal across the street), and Coco's Family Restaurant. Several of these tenants felt that there was too much food and beverage in the local area and, therefore, not enough patronage to go around. However, in the summer, early fall of 1989, we began working with the Olive Garden Restaurant. It was at thi$`time that we discovered, in order to keep In tact our parking, we could not accommodate a single-story restaurant of over approximately 7,000 square feet. Olive Garden being one of the leading chain restaurants in the country, owned by Gerleral Mills, Inc., had a new prototype which was approximately 8,500 - 9,000 square feet, single story. This, of course, would not fit on our Pad without alleviating approximately 10 stalls in either the front or rear of the building. This was not prudent planning, therefore, Olive Garden, in order to accommodate the site, proposed a restaurant building with a ground floor of 6,250 square feet and a mezzanine of approximately 3,000 square feet, with 285 sit-down seats. With the cooperation of the City, we were able to receive approval for this restaurant in the early part of 1990. Commercial Property Development and Inveetmente 18401 Von Karmen Avenue, Suite 130 •.Irvine, CA 92715 •(714) 281-84f�'� (7 W� � t 2 • - c a� 1 I�°i_ 1• gay IA Mr. Peter Kinnahan • CITY OF ARCADIA October 9, 19.90 . Page 2 The proposed Olive Garden Restaurant, not being a prototype, had to create through their Architectural Department a two-story restaurant. We executed the Lease In mid-February of 1990 and they immediately began working on their plans and specifications. Once again, as I reiterate, this was a unique restaurant for them, having not done this concept before and, therefore, the plans took considerable time. The plans were submitted to the City of Arcadia in early June, 1990 and, as of this date, they have been unable to obtain a Building Permit. As you know, Pete, the Agency agreed as per Section 7 of Amendment No. 2 to the DDA - to help with its best efforts to expedite approval by the City of Arcadia with any and all plans for improvements on Pad D. It has been a very lengthy process with two of the main time consuming factors to be approval by your outside consultant for the structural portion of the building, and some mis-communication between departments with'regard to the setback from the property line by Bennigan's Restaurant. Olive Garden has a one- hour rated wall and is 13 feet from the property line. Why the Bennigan's situation became a determining factor in the approval of Olive Garden, I still fail to see. Pete, I believe that as of this date, October 9th, 1990, we have resolved all problems pertaining to Olive Garden obtaining their permit. They have hired a contractor and, upon approval and receipt of the Building Permit by the City, will 'go to work Immediately. However, there is no feasible way that completion of the framing and shell of the building, including roof structure, will be in place by November 10th. This is the reason we are asking for the 180 day extension. When we first started drafting site plans and proposals for Arcadia Gateway"Centre, we had plans that ranged from 134,000 to 139,000 square feet of buildings. We now have achieved over 181,000 square feet .of buildings, with construction costs of the improvements and tenant Interior improvements (furniture and fixtures) of a much greater value than that which was originally proposed. Therefore, the City will be receiving a larger sum of tax Incremet than that which was on the original. pro-formas during the times of negotiation for the ERN and DDA. It is my understanding that the Council/Agency will be meeting on Tuesday, October 16th, 1990 and I would appreciate being on the Agenda for that evening to have this matter considered. - • LASER IMAGED 1 5 Mr. Peter Kinnahan CITY OF ARCADIA October 9, 1990 Page 3 Pete, if you have any questions, please contact me. Thank you for your cooperation and assistance in this matter. Looking forward to hearing from you soon. Very truly yours, STANLEY W. GRIBBLE & ASSOCIATES George J. Grosso GJG:d cc: Stanley W. Gribble • LASER IMAGED 15