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HomeMy WebLinkAboutAgreement betwee ARA & Victor Georgino I EXCLUSIVE NEGOTIATION AGREEMENT THIS EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT ("Agreement") is entered into this 6th day of December, 1994 by and between the V 1 CTO, V .Arcadia Redevelopment Agency, a public body ("Agency") and Arcadia ti K, G Eo RG 1•to • - _ _ - ' _ _ ' -_ _ ' _ _ _ __ - , operating at 842 E. Grinnell Drive, Burbank, CA 91501 ("Developer") . In consideration of the mutual covenants provided herein, the parties hereto agree to negotiate based upon the following concepts: I. RECITALS A. The Developer desires and intends to acquire or lease and redevelop certain real property (the "Property" or "Site") located within Agency's Central Redevelopment Project Area ("Project Area") . The Property is shown on the map set forth on Exhibit "A", attached hereto and incorporated by this reference, and is legally described on Exhibit "B" , attached hereto and incorporated by this reference. The Property is approximately four acres in size and was formerly the Foulger Ford site, 55 W. Huntington Dr. , Arcadia. .. B. The Agency received a proposal from the Developer, dated August 24, 1994, to develop the Property. A copy of Developer's proposal is attached hereto as Exhibit "C" and incorporated by this reference. KKR42492 EXECUTION 11-30-94 -2- II. REPORTS AND NEGOTIATIONS A. Good Faith Negotiations Agency and Developer agree (for the time period set forth below and subject to the exceptions set forth in this Agreement) to negotiate exclusively and in good faith, pursuant to the terms hereof, to prepare a Disposition and Development Agreement ("DDA") to be entered into by Agency and Developer concerning the acquisition or lease and improvement of the Property. The terms "good faith negotiations" and "negotiated in good faith" shall mean that Agency and Developer shall use their reasonable best efforts to communicate with each other on a regular basis and to follow reasonable negotiation procedures with the objective of drafting a DDA mutually acceptable to Agency and Developer. Developer and Agency acknowledge and agree that negotiations may not result in a mutually satisfactory agreement and that the parties may, therefore, not approve a DDA. Developer and Agency further acknowledge and agree that all negotiations must comply with all • applicable federal, state and municipal laws. Nothing herein shall be deemed a covenant, promise or commitment by Agency, the City of Arcadia ("City") , or any agency of City, to enter into a DDA with Developer. The execution of this Agreement by the parties hereto is merely an agreement to enter into a period of exclusive negotiations (subject to the exceptions set forth in this Agreement) according to the concepts presented herein. Nothing herein shall limit the absolute discretion of Agency, City and KKR42492 EXECUTION 11-30-94 -3- other agencies of City as to any approval of the DDA or as to any other actions required of them. Agency agrees (for the period set forth below and subject to the exceptions set forth in this Agreement) not to negotiate with any other person or entity regarding development of the Property without the consent of Developer, unless otherwise required to do so pursuant to a judgment or order of a court of competent jurisdiction; provided, however that nothing herein shall prohibit Agency from having discussions among and between Agency and City officials and staff regarding other proposals or ultimate uses for the Property or discussing with and considering the development proposals of the owner or any tenant of the Property. Nothing in this Agreement shall prohibit, and Developer hereby consents to, Agency' s negotiating with other persons or entities with respect to the development of a multi-screen motion picture theater at the following locations within the Project Area: (i) the corner of Fifth Avenue and Huntington Drive, as more specifically shown on Exhibit "D", attached hereto and incorporated by this reference; and (ii) the northwest corner of Second Avenue and Huntington Drive, as more specifically shown on Exhibit "D" attached hereto and incorporated by this reference. For purposes of this Agreement, the term "multi-screen motion picture theater" shall mean a commercial business showing to the general public first run motion picture films, having four or more projection screens, each screen to be located within separate viewing sections of the building. KKR42492 EXECUTION 11-30-94 -4- Furthermore, nothing in this Agreement shall prohibit, and Developer hereby consents to, Agency's or City's negotiating with any person or entity with respect to the development of a motion picture theater (which is not a multi-screen motion picture theater) , either within or outside the Project Area, nor shall this Agreement prohibit, and Developer hereby consents to, Agency's and City's negotiating with any person or entity with respect to the development of a multi-screen motion picture theater at any location in City not within the Project Area. B. Exclusive Negotiating Fee Prior to any Agency action to consider approval of this Agreement, Developer shall pay Agency the sum of Five Thousand Dollars ($5,000) ("Fee") in consideration for Agency's covenant to negotiate exclusively with Developer as set forth in this Agreement. Agency and Developer agree that the Fee shall be non- refundable; provided, however, that if Agency fails to approve this Agreement, then the Fee shall promptly thereafter be refunded to Developer. C. Exclusive Right to Negotiate Period This Agreement shall terminate one hundred eighty (180) days following its execution by Agency, except as otherwise provided in Section II E below. KKR42492 EXECUTION 11-30-94 -5- D. Responsibilities of the Parties Developer agrees that not less than 45 nor more than 90 days following Agency's execution of this Agreement, Developer will prepare an initial development feasibility report ("Preliminary Report") , suitable for review by Agency, addressing the potential for development of a commercial/entertainment/retail development and related on- and off-site improvements ("Project") for the Property. The Preliminary Report shall include the following: a) Site map with building pads shown dimensioned and to scale (also including the parking lot and parking structure) , showing traffic access to the Site and to surrounding existing developments; and b) concept elevations of the Project (all four sides of all buildings, excluding restaurants, but including parking structure) to scale, colored as the Project is proposed to be when constructed; and c) the schedule and phasing of development from Preliminary Report submittal through opening of the Project; and d) a proforma of projected Agency, City, and Developer acquisition and improvement costs (onsite and offsite) and projected Developer, Agency, and City expenditures/revenues, including the amount of any proposed Agency or City financial contribution or other assistance to the Project. When preparing its proforma projections with respect to Agency's, City's and Developer' s acquisition and on-site and KKR42492 EXECUTION 11-30-94 -6- off-site improvement costs, Developer shall take into account that any and all public improvements for which City or Agency provides any financial contribution or other assistance shall be subject to the payment of prevailing wages, to the extent required by law; and e) proof of Developer's personal contact with the Property's current landowner (William Adkins) regarding acquisition/lease of the Property and/or owner's possible participation in the Project; and f) a signed letter of interest, dated following Developer's execution of this Agreement, from AMC, Edwards, Mann, United Artists, Century, Krikorian or other equivalent motion picture theater chain for a multi-screen motion picture theater of at least 10 or more screens having a minimum aggregate area of approximately 70, 000 square feet on the Site; and g) a signed letter of interest, dated following Developer's execution of this Agreement, from one first class, quality, reputable dinner house/restaurant entity for a dinner house/restaurant on the Site, plus examples of possible second restaurants; and h) an environmental information statement prepared and executed by Developer, on a form provided by Agency; and KKR42492 EXECUTION 11-30-94 -7- • i) a preliminary title report on the Property, drawn within the previous 60 days,showing all ownership or other interests in the Property and upon which Agency can rely; and j) the proposed type or concept of security instrument to protect any Agency or City subsidy, loan or investment; and k) statement that Developer acknowledges that Agency and City desire to encourage commercial development in City, including other multi-screen motion picture theaters, restaurants and retail development on other sites (e.g. , Santa Anita Race Track, Southwest corner, Northwest corner, Fifth Avenue site, etc. ) which may be negotiated and developed (as provided in this Agreement) concurrently with this Agreement, with the DDA (if any) , during construction of the Project, or thereafter; and 1) contingencies, conditions, limitations, or concerns of Developer Agency agrees to cooperate with Developer to provide information in Agency's or City's possession which Agency may reasonably be able to provide to Developer and which would assist Developer in assembling the Preliminary Report for review by Agency. Agency staff shall review the Preliminary Report and, if it is adequate and complete as determined in the sole reasonable discretion of Agency staff, shall forward it to Agency's governing KKR42492 EXECUTION 11-30-94 -8- board with a recommendation not less than 14 nor more than 21 days following Agency's staff's determination that the Preliminary Report is accurate and complete. If the Preliminary Report is not approved by Agency staff as adequate or complete, Developer shall reasonably attempt to revise the Preliminary Report to respond to Agency staff's objections or concerns and to secure Agency staff's acceptance as soon as possible. Notwithstanding Section II C above, the Agency governing board, after review of the Preliminary Report, may elect in its sole and absolute discretion to terminate this Agreement without cost or liability to City or Agency. At the time of submission of the Preliminary Report, Developer may terminate this Agreement upon written notice to Agency explaining its reasons therefor. Agency staff shall prepare a DDA governing the acquisition (or lease) , clearance, development and use of the Site and forward it to Developer for review and negotiation not less than 45 nor more than 60 days following Agency approval (if any) of the Preliminary Report. If the Agency's governing board approves the Preliminary Report, Developer agrees that within thirty (30) days of Agency's approval of the Preliminary Report, Developer will provide the following "Final Report" to Agency staff. This, if reasonably acceptable to Agency, shall be incorporated into the DDA being prepared by Agency staff. a) a refined Site plan dimensioned and to scale; and b) refined concept elevations of the Project (all four sides of all buildings including parking structure) KKR42492 EXECUTION 11-30-94 -9- to scale, colored as the Project is proposed to be when constructed; and c) a refined proforma of Developer, Agency, and City expenditures and revenues for ten years from submittal; and d) a letter of commitment from a theater chain identified in (j) above for the Site, agreeing to construct and operate a first-run multi-screen motion picture theater of at least 10 or more screens having a mimimum aggregate area of approximately 70, 000 square feet on the Site (consistent with the Site plan and proforma) for a period of no less than ten (10) years after the date the multi-screen motion picture theater first opens for business; and e) a letter of commitment from a first class, quality reputable dinner house or restaurant agreeing to construct and operate a first class dinner house or restaurant on the Site for a period of no less than 10 years after the dinner house or restaurant first opens for business; and f) a letter of interest, with respect to the financing necessary to acquire the Property and to construct and operate the Project, from a reputable lender with at least 10 years satisfactory lending experience on similar commercial projects in KKR42492 EXECUTION 11-30-94 -10- Southern California (reasonable and standard underwriting conditions are acceptable) ; and g) a statement that Developer, within 14 days after approval of the DDA (if any) by Agency and City, is willing to pay to Agency (i) a nonrefundable fee in the amount of $10,000, and (ii) a good faith deposit to secure Developer's performance under the DDA in the amount of $50, 000. E. Disposition and Development Agreement If Developer executes the DDA, as prepared and submitted in final form by Agency staff to Developer, prior to the expiration of this Agreement as set forth in Section II C , this Agreement shall be automatically extended for a period of sixty (60) days following Developer's execution of the DDA in order for the appropriate notices and reports to be prepared and published by Agency as required by State law and for the required public hearing(s) on the environmental documents and on the proposed DDA to take place. F. City and Agency Approvals Agency and Developer acknowledge that all terms and conditions of the proposed DDA other than those specified in this Agreement are subject to negotiation and that no agreements of any kind other than those contained in this Agreement have been reached between Agency and Developer as of this date. Prior to the construction of any improvement on the Property, Developer shall be required to obtain all necessary permits and approvals from the appropriate KKR42492 EXECUTION 11-30-94 -11- governmental authorities and pay all fees and charges including, without limitation, those established by City, Agency and the Arcadia School District. This Agreement shall not be deemed to constitute a prejudgment or commitment on the part of Agency or City to grant any such approval(s) . G. Environmental Compliance. Within thirty (30) days following Agency's approval (if any) of this Agreement, Agency shall select an environmental consultant ("Environmental Consultant") to prepare an environmental assessment of the Project. The Environmental Consultant shall be responsible for preparing the environmental documents related to the Project. These environmental documents may include, if and as required by law (as determined solely by the Agency) , an environmental impact report and corresponding mitigation and monitoring plan. The selection and retention of the Environmental Consultant shall be in Agency's sole and absolute discretion; provided, however, that Agency will engage in reasonable consultations with Developer as to the selection of the Environmental Consultant prior to Agency's retention of said consultant. The Developer shall reimburse Agency, up to $20, 000, for all costs incurred by Agency with respect to the Environmental Consultant and the preparation of, reply to, or defense of the environmental documents. Should the costs to prepare, reply to, or defend the environmental documents exceed $20, 000, the Developer shall pay 100% of the first $20, 000 in costs and 50% of all costs between $20, 001 and $25, 000. If aggregate costs exceed $25, 001, the Developer shall pay those costs KKR42492 EXECUTION 11-30-94 -12- which in the aggregate are less than $25, 001 in the manner set forth in the two immediately preceding sentences and Agency and Developer shall negotiate in good faith the payment of those costs which in the aggregate exceed $25, 001. To secure its obligations under this Section II G, within ten (10) days following written notice from the Agency requesting payment, Developer shall deposit with Agency the sum of $22,500 which Agency may use to reimburse itself for costs incurred by Agency in the manner set forth in this Section IIG. Any unused portion of Developer's deposit shall be promptly returned to Developer upon certification of any EIR or Negative Declaration, or upon termination of the Project, whichever occurs first. Developer agrees to provide documentation, maps, charts, graphs, materials and information as may be reasonably required by the Environmental Consultant and/or Agency during the environmental assessment of the Project or the preparation of the environmental documents. H. Dangerous Materials Inspection. Within fifteen (15) days after Agency's approval (if any) of this Agreement, Developer shall, at its sole cost, liability and expense, undertake, or cause to be undertaken, a Phase I Environmental Site Assessment ("Phase I ESA") of the Property. The Phase I ESA shall be prepared by reputable licensed consultants and in accordance with the laws of the State of California. The Phase I ESA shall be in a form such that Agency and Developer may rely upon it should the Agency and Developer agree to proceed with the Project through construction. At a minimum, and without limiting any other requirements which may be applicable to the preparation of the Phase I ESA, the Phase I KKR42492 EXECUTION 11-30-94 -13- ESA shall evaluate the condition of the Property for the presence of underground storage tanks, asbestos, lead paint, and all other hazardous materials, hazardous substances or toxics, as defined by applicable provisions of local, state or federal law. To the extent possible the Phase I ESA shall be submitted to Agency as part of the Preliminary Report, or as soon thereafter as practicable. The Agency agrees that should the Project for any reason not proceed, the Agency shall not use or rely on the Phase I ESA or any components thereof or on the appraisal described in Section II. I hereinafter. If the Developer is unable to obtain the consent of the current owner of the Property to enter upon the Property to perform the work described in this Section II. H, then the Agency agrees to use reasonable good faith efforts to consider and, if legally appropriate as determined by the Agency in its sole and absolute discretion, take whatever actions as are available to the Agency, including the seeking of court orders and the like, as would permit the Developer to enter upon the Property for purposes of conducting the work described in this Section II. H. The Developer agrees to reimburse the Agency for all third party out-of-pocket expenses incurred by Agency. I. Eminent Domain. Within seventy-five (75) days following Agency's execution of this Agreement, and upon Developer's submission to Agency of a deposit or provision of adequate security KKR42492 EXECUTION 11-30-94 -14- (as determined by Agency in its sole discretion) for the costs Agency may reasonably incur for the fair market value appraiser described in the immediately following paragraph, Agency shall cause to be prepared a fair market appraisal (executive or letter opinion) of value of the Property. Nothing in this Agreement shall be in any way construed to require Agency to make an offer for or to acquire the Property through the exercise of its eminent domain powers. Nothing herein shall be construed to mean that Agency is agreeing to acquire the Property or has agreed to exercise the rights of eminent domain, which rights shall be exercised only in the sole discretion of Agency and in accordance with law. Agency and Developer agree that the selection of this person who shall prepare the fair market appraisal of this Site ("Appraiser") shall be in Agency's sole and absolute discretion; provided, however, that Agency shall engage in reasonable consultations with Developer prior to Agency's selection of the Appraiser. Developer shall reimburse Agency for all costs incurred by Agency with respect to the Appraiser both during the term of this Agreement and subsequently pursuant to a DDA if such is ultimately adopted by the Agency and City Council. Developer acknowledges and agrees that the deposit referenced in the immediately preceding paragraph may be used by Agency to reimburse itself for all costs incurred by Agency with respect to the Appraiser. The obligation of Developer to pay Agency for all costs incurred by Agency for the Appraiser and the Environmental Consultant described in Section II. G hereinabove shall survive KKR42492 EXECUTION 11-30-94 -15- Agency's subsequent decision (if any) to (i) terminate this Agreement; (ii) not adopt a resolution of necessity; (iii) not proceed with this Agreement; or (iv) disapprove or not proceed with a DDA. It is understood and agreed between Agency and Developer that the Agency's governing boardshall conduct a public hearing with respect to the Agency's consideration of the DDA. If such DDA is approved by the Agency's governing board, then upon or following such approval the Agency's governing board shall set just compensation for the Property in accordance with law and upon consideration of the fair market appraisal prepared by the Appraiser. Any agreement that may be reached between Agency and Developer with respect to the acquisition of the Property through the Agency's possible use (subject to the limitations and conditions set forth by law and in this Section II. I) of the Agency's eminent domain power shall be set forth in the DDA. III. MISCELLANEOUS A. Real Estate Assembly, Acquisition and Commission Fees, Relocation Costs, and Consultant's Fees Developer acknowledges that Agency shall not be liable for any real estate commission or brokerage fees which may arise from Developer's actions pursuant to this Agreement, and Developer agrees to hold Agency harmless from any and all claims made by any brokerage agent or finder retained by Developer or the Property KKR42492 EXECUTION 11-30-94 -16- owner concerning the Property and concerning the matters contained in this Agreement. Developer acknowledges that, except as otherwise expressly provided by this Agreement, Agency shall not be liable for the fees of any consultants or experts retained by Developer to enable Developer to comply with the terms of this Agreement or to enter into a DDA with Agency. B. Owner Participation Notwithstanding anything in this Agreement to the contrary, Developer acknowledges that Agency may have certain obligations pursuant to the owner participation provisions of the Redevelopment Plan for the Project Area ("Plan") or the Community Redevelopment Law, Health and Safety Code Sections 33000, et sea. Developer covenants and agrees that Agency shall have the absolute right, to the extent that Agency deems necessary or appropriate in its sole and absolute discretion, to take certain actions to comply with the provisions of the owner participation provisions set forth in the Plan or the Community Redevelopment Law. Developer further acknowledges and agrees that Agency's actions in this regard may include, without limitation, as determined by Agency in its sole and absolute discretion, negotiations and agreements with the owner of the Property and/or any tenants located thereon with respect to the development of the Property by said owner and/or tenants. The exercise of Agency of its rights or obligations set forth in this Section III B shall not, in any set of circumstances, be deemed to be a breach of this Agreement or entitle Developer to any rights or remedies whatsoever against Agency or City or their respective KKR42492 EXECUTION 11-30-94 -17- elected officials, officers, agents, employees, attorneys or contractors. Developer represents, covenants and agrees that it shall not, at any time or place, contend that any actions taken by Agency with respect to those rights granted to Agency pursuant to this Section III B constitute a breach of this Agreement or entitle Developer to any rights or remedies whatsoever against City or Agency or their respective elected officials, officers, agents, employees, attorneys or contractors. Agency agrees that it shall, within fourteen (14) days following execution of this Agreement, forward correspondence to the current owner of the Property to solicit that owner's interest in participating in the Project or in some other development project for the Property. C. Computation of Days. Unless otherwise expressly provided to the contrary herein, the term "days" shall mean calendar days. D. Attorney's fees. In the event that any action or proceeding is commenced with respect to this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other, in addition to all other relief to which it may be entitled, its reasonable attorney's fees and costs of suit, including costs and fees on appeal. E. Integration. This Agreement represents the entire agreement of the parties with respect to the matters herein contained. It supersedes all prior written or oral agreements between the parties with respect to the matters herein contained. This Agreement may be modified only by a writing subscribed by the party to be charged. KKR42492 EXECUTION 11-30-94 -18- • F. Interpretation and Venue. Agency and Developer acknowledge and agree that this Agreement is the product of mutual arms length negotiations and drafting. Accordingly, the equitable rule that ambiguities in a document shall be construed against the drafter shall not apply to this Agreement. In the event of any interpretation dispute with respect to this Agreement, the factfinder may refer to extrinsic evidence not in conflict herewith to ascertain the intent of Agency and Developer. This Agreement shall be governed by, and its interpretation subject to, the laws of the State of California. Any action or proceeding brought pursuant or relating to this Agreement shall be initiated in the appropriate court in the County of Los Angeles, State of California. Each party hereto consents to the personal jurisdiction of the court in such action or proceeding. F. Notices. Notices under this Agreement shall be delivered as follows: If to the Agency: Arcadia Redevelopment Agency Attention: Executive Director 240 West Huntington Drive Arcadia, CA 91066 With a copy to: Best, Best & Krieger Attention: Stephen P. Deitsch, Esq. 800 N. Haven, Suite 120 Ontario, CA 91764 KKR42492 EXECUTION 11-30-94 -19- If to Developer: Mr. Vic Georgino 842 E. Grinnell Drive Burbank, CA 91501 With a copy to: Jerry K. Staub, Esq. Argue Pearson Harbison & Myers Attorneys at Law 801 S. Flower Street Los Angeles, CA 90017 Notices given pursuant to this Agreement shall be deemed received three days after their deposit in the United States Mail, first class postage pre-paid, or upon actual receipt if the method of delivery is messenger or commercial delivery service. V. EXECUTION IN WITNESS WHEREOF, the parties hereto execute this Agreement on the date first above mentioned. AGENCY By: U Executive Director ATTEST: By: su Agency Secret KKR42492 EXECUTION 11-30-94 -20- v APPROVED AS TO FORM: Agency Special Counsel C By: + - / BEST, BEST & KRIEGER G��V By: � Agency Attorney DEVELOPER By: Its: KKR42492 EXECUTION 11-30-94 -21- _-- _ LOCATION MAP _ % ® PF ®` f•ota -ro ii RHO mi .. R 1 D RHO �LQ®, o N•wwaa �• ' CG RLD ® .8, w' RHD /RHD4 RHO Icc;Il �® o ` Colorado dflIP,'Ill' I `ICGI RHO I: CGI RHO ,®, I IcI I _JI I lirip I w I La Ports St. . Vii‘CO I I CG/I iltil f � I 44,• f l �, % 0 - ICG/I _ a Int • los. w St. PD r,\` , 1 1 - I 1 v� ,♦ . \ 94. Santa _Clara St. w �� ♦ I s c CG [ I CG - I° OWheeler Ave. no ,``\ �_IERN Site I F c G C G H f C G •'• ` CO ( N. ` • F *, OGG I CG I m I CG . i \AF Huatingtea Drive ame MAN MOM MS NM NW pa. I RN® .. NJ lcc;I RHD 'IV PD ' rn CG Aiiw...w,... wwNMOMMNNM?� 4® I ■� 1 ® . . 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HMI REN %.1 I !154,44 _ nsn .,.NIN �MaM j - 3 I2 -L a , cr ana: �nDr ---a9 ,, v w /ar101.1 iir.a%r s. r+ CODE 4 HUNTINGTON l w•n CVO In Marlon a pe,wed r,.-47 DR. % 1905 ED 1892 SANTA ANITA RANCHO P. I -97-98 NUNTINGTON / / / -DR. TRACT_NO _949 - _ _ M.B. 17 - 13 �� FOR PREV. ASSM'T SEE: TRACT NO 1371 8 M. f3. 273 - 37 `J 1 • Victor K. Georgino Industrial/Commercial Real Estate & Development 842 E.:nnne!! Drive Burbank. California 91501 Post Office Box 3C62 Burbank. California 91508 818-845-3659 FAX 818-845-9609 June 14, 1994 Mr. William Kelly ; �',• !�' W City Manager, City of Arcadia i 240 West Huntington Drive 111 " LJ Arcadia, California 91007 !��� �! 1 41994 .'RCADlA REDEVELOPMENT AGENCY • Dear Bill; `�- As you know, I have been attempting to locate a suitable site within the Arcadia market area for a multi-plex movie theatre. American Multi Cinema, one of the nation' s premiere movie exhibitors, has expressed considerable interest and has committed to leasing an Arcadia location if I am able to successfully develop the appropriate facility. To that end, I have, over the past several months, been working with your office to identify the site that would not only meet the market demands for a successful multi-plex but also, would enable the City to capitalize, to the greatest extent, possible on the positive synergy that will be created with a first class, first run movie theatre. I have very recently focused my attention towards developing an AMC theatre on a site known as the old Foulger Ford dealership. The parcel located at the corner of Huntington Drive and Santa Clara is approximately four ( 4) acres and has -been vacant and for sale or lease for quite some time. The site is ideal for a theatre, in fact, after touring the area; AMC, Real Estate Vice President, Mr. Alan Benjamin suggested the location. In addition, the site is large enough to also accommodate two restaurants. Sal Casola, owner of Market City Caffe, currently with locations in Pasadena and Burbank, is interested in one location. Exhibit C Based on my experience with the Burbank AMC downtown location; I am confident that I would easily find several restaurants interested in the remaining opportunity. Bill, this location is a win/win for the City and AMC, the long vacant property would be redeveloped with a quality project and would act as a catalyst for the surrounding area. However, despite it ' s numerous merits the proposed development has been problematic due to the- very high historic land costs the owner of the Foulger Ford site has had in the property and the need for structured parking for the theatre and the surrounding retail. As you may remember, these factors established an Agency assistance requirement for the project of almost $4 million for land and parking. Although this is- not an uncommon financing requirement for a project of this type, it was unexceptable to both you and me. Given the fact that the Foulger Ford land costs are a significant portion of the financing cost, I met with the agent of the property owner to see if there was a way to secure the land in a more cost effective, way. Based on that conversation, I am now able to make the following proposal. I propose to develop an approximately 70, 000sf, 20 screen, two story, state of the art, American Multi Cinema on the corner of Huntington Drive and Santa Clara. The development would also include two 10 , 000sf restaurant pads and an approximately. 1000 car parking structure. The design and construction of the proposed project would reflect Arcadia' s long term commitment to quality. As the project developer, I would,be responsible for acquiring the site, and for the development of the theatre, the restaurants and the parking structure. Based on the fact that, I believe I will be successful in entering into a long term ground lease with the owner of the proposed site; I am here in requesting an Exclusive Right To Negotiate for the development of a American Multi Cinema multi-plex theatre and two adjacent restaurants. I anticipate the proposed development will require Agency assistance for financing approximately 1/3 of the cost of the public parking structure, the utilities to the site, and a waiver of City and School District fees. I would be happy to provide you with additional information regarding the positive synergy created by multi-plex theatres for street retailing and for reenergizing economically depressed downtowns if you would like. And, I believe this proposal meets all of the City' s and my expectations with respect to reenergizing Arcadia' s historic downtown, redeveloping a long term vacant parcel of land in the heart of that area, and developing a quality, flagship project that will serve as a catalyst for many new projects to come. If you have any questions, or your City Council would like to tour any of my other projects please call . Sincerely, �G�%GSl�7 Victor Georgino VG:sdi i GEORGINO (CINEMA-RESTAURANT DEVELOPMENT) ARCADIA Building: 75 , 000 sq. ft. @ $70. 00 p/sq. ft. $ 5, 250,000 (Actual cost is approximately $110 . 00 p/sq. ft. ) On-site utilities & hardscapes: 75 , 000 sq. ft. @ $5.00 p/sq. ft. 375 , 000 Lease preparation / Attorney fees 25,000 Total Building and Lease cost: $ 5, 650,000 parking Structure: 1, 000 Spaces at approximately $6,500 . per/space. Total to be paid approximately 2/3 ( $4, 000, 000) • by the Developer, and approximately 1/3 ( $2, 500,000) by the Agency. This will be. a Public Parking Structure, with the maintenance to be paid for by the Developer. 4,000, 000 Parking Structure: Landscaping and hardscapes 150, 000 Parking Structure: 5% Contingency 325, 000 Total Parking Structure Cost: 4, 475, 000 Land: Leased long-term at $20, 000 per month, for 18 months 360, 000 Total Land Cost: 360, 000 SUB-TOTAL $10, 485, 000 Financing Cost: Interest on $10, 485 , 000 at 10% for 18 months x 65% $ 1, 022, 000 Loan points and fees ( 7pts) 868 , 000 TOTAL DEVELOPMENT COST: $12, 375, 000 MEIN NMI LOCATION MAP ��''� POSSIBLE THEATER SITES ;�•••r.••imp Georgino E.R.N. Site ♦ PF ••• ?.•� Northwest Corner Site Icaf �'�� -Fifth Avenue Site •HD I 01 D RHD RLa♦ 14411 RLDA , . •I . RHO �• 1 �� C6 ;,rts�m - ' Color d Strd, _ % - -- � MIRHO •M RHD♦ I N . r l I , ' 4 • •ft• St. �, CO i ! ' ■■ 'G I o `,ICG/I t 1 .kph t• — --- l PD �� V ` C t CG Ar. I %%••V diets tiara Se. • • _ t, c CG I CG I:� t • \ �' ' � . .• lt' • I �r. ri „ .I ~rMIS•SI•r • PD y P 0 �`, a€ CG [ CG I •� n ` " aS , . C O e p, ,,, G G . __ I CG I m I CG N • Naatlr.et•■ 111r1e• `nu ain mu EN m am on i .' I RHD ICJ IC GI RHD `l' it Gil . 11 11 ♦ , •` LEGEND ,w., u� 4.1 RHO Residential High Density I - Industrial �^�.. RLD Residential Low Density PF Public focllitle s =. CO Commercial Office PD Planned Development NORTH ' Cr Gclobe,. 1986 CC Commercial General moon Protect Area Boundary No Scale - Ih 0