12-06-2016 - Successor Agency Investment Report for the Month E - Item No. SA1 (2).pdfTO:
FROM:
Chair and Board Members of the Successor
Agency
Chris Freeland
Executive Director
BY: Cluista Buhagiar
Finance Director
City of West Covina
Memorandum
AGENDA
ITEM NO. SAI
DATE December 6, 2016
SUBJECT: SUCCESSOR AGENCY INVESTMENT REPORT FOR THE MONTH
ENDED OCTOBER 31, 2016
RECOMMENDATION:
It is reco1m11ended the City Council, acting as the Successor Agency to the West Covina
Redevelopment Agency, receive and file the Investment Report for the month ended
October 31, 2016.
DISCUSSION:
The Investment Report (Attaclm1ent No. 1) presents the Agency's cash and investments for the
month ended October 31, 2016. This rep01i is in compliance with California Government Code
Section 53646 regarding the reporting of detailed information on all securities, investments, and
monies of the Agency, as well as repo1iing of the market value of the investments held. The
Investment Policy of the City of West Covina (City) also applies to the Successor Agency
(Agency) to the fonner West Covina Redevelopment Agency. All of the inveshnents contained
within the po1ifolio are in full compliance with Govenunent Code Section 53601 and the City's
Investment Poli cy as to the types of investments allowed. The Investment Policy was last
revised and adopted by City Council on June 7, 2016. As stated in the attached report, there are
sufficient funds to meet the budgeted expenditures over the next six months.
The Investment Policy has set p1imary goals of the portfolio management of safety, liquidity and
yield. The Agency's surplus funds are in the Los Angeles County Investment Pool (LACIP)
which is completely liquid, as the Agency can withdraw them at any time. At
October 31 , 2016, the Agency's investment p01ifolio had a market value of $11,858,709.
Bond reserves are held and invested by a Trnstee. The investment of these funds is governed by
an investment policy approved by the City Council as a part of the governing documents for each
specific bond issue. At October 31, 2016, the Agency's bond reserves had a market value of
$7,638,348.
Prepared by:
Accounting Manager
ATTACHMENT:
Attaclm1ent No. 1 -Investment Rep01i
Reviewed by:
Christa Buhagiar
Finance Director
West Covina Successor Agency
Investment Report
For the Month Ended October 31, 2016
Description Book Value Market Value
Cash and Cash Equivalents
Wells Fargo Checking Account -Successor Agency $ 98,050 $ 98,050
Wells Fargo Checking Account -CFD 224,825 224,825
Los Angeles County Investment Pool (LACIP) -Successor Agency 9,042,837 9,042,837
Los Angeles County Investment Pool (LACIP) -CFD 2,492,997 2,492,997
Total Cash and Cash Equivalents $ 11,858,709 $ 11,858,709
Debt Reserve Funds
1988 Housing Set-Aside Tax Allocation Bonds Series A & B
Federal Treasury Obligations $ 396,689 $ 396,689
1998 Housing Set-Aside Tax Allocation Bonds Series A & B
First American Treas Oblig Fd Cl D 738 738
US Treasury Bill 343,552 343,694
First American Treas Oblig Fd Cl D 782 782
US Treasury Bill 100,868 100,910
2001 Housing Set-Aside Tax Allocation Revenue Bonds
Federal National Mortgage Association 778,633 795,116
First American Treas Oblig Fd Cl D 805 805
2002 Tax Allocation Refunding Bonds
First American Government Obligation Fund Cl D 831 831
US Treasury Bill 995,701 996,113
1996 Special Tax Refunding Bonds
Westdeutsche Landesbank Girozentrale Investment Agmt 5,002,670 5,002,670
Total Debt Reserve Funds $ 7,621,269 $ 7,638,348
Total Investment Portfolio $ 19,479,978 $ 19,497,057
I Blended Yield of Cash and Cash Equivalents•
Benchmarks:
LAIF
LACIP •
6mo U.S. Treasury
2yr U.S. Treasury
5vr U.S. Treasurv
1.02%
0.65%
1.02%
0.51%
0.86%
1.31%
• To ensure timely submission of the Investment Report, the prior month's LACIP percentage yield is used.
Attachment No. 1
Interest/
Yield to Maturity % of
Maturity Date Portfolio
0.00% n/a 0.50%
0.00% n/a 1.15%
1.02% n/a 46.40%
1.02% n/a 12.79%
0.00% n/a 2.03%
0.00% n/a 0.00%
0.40% 1/26/2017 1.76%
0.00% n/a 0.00%
0.40% 1/26/2017 0.52%
5.42% 2/1/2017 4.08%
0.00% n/a 0.00%
0.01% n/a 0.00%
0.40% 1/26/2017 5.11%
7.01% 9/1/2022 25.66%
100.00%
I hereby certify that the investments are in compliance with the investment policy adopted by the City Council. The investment portfolio provides
sufficient funds to meet the budgeted expenditures over the next six months. This report meets the requirements of Government Code Section
53646.
PREPARED BY:
N~~f.~~j@
APPROVED BY:
~~
City of West Covina
MEMORANDUM
AGENDA
ITEM NO.: SA-2
DATE: December 6, 2016
TO: Chair and Board Members of the Successor Agency
FROM: Chris Freeland
City Manager / Executive Director
BY: Paulina Morales
Economic Development & Housing Manager
SUBJECT: LONG RANGE PROPERTY MANAGEMENT PLAN (LRPMP) — EXCLUSIVE
NEGOTIATION AGREEMENT WITH SINGPOLI GROUP LLC FOR SALE OF
APN 8735-002-906, 8735-002-909, 8735-002-910, AND SUBLEASE/LEASE
TRANSFER OF SUCCESSOR AGENCY LICENSED AREA ON 8735-002-018
RECOMMENDATION:
It is recommended that the City Council, acting as the Successor Agency, authorize the Executive Director
to execute an Exclusive Negotiation Agreement (ENA) with Singpoli Group LLC (Singpoli) for the
purchase of three Agency assets (APN 8735-002-906, 8735-002-909, and 8735-002-910) and the sub-
lease/lease transfer of a portion of Agency licensed area (84.27-acres) on a portion of the top deck of the
BKK landfill (APN 8735-002-018).
BACKGROUND:
The Successor Agency (Agency) to the former Redevelopment Agency received a Finding of Completion
(FOC) from the Department of Finance (DOF) on December 16, 2015. Shortly thereafter on December
18, 2015 the Agency also obtained DOF approval of the Long Range Property Management Plan
(LRPMP). As a result, Agency is proceeding with implementing the LRPMP including the disposition of
assets listed for sale. The LRPMP included thirty two (32) properties, twenty six (26) which are
Government Use Transfers to the City, and six (6) listed for Sale.
At the Closed Session meeting on June 7, 2016, the Successor Agency Board (Board) authorized staff to
pursue the sale of three (3) of the six (6) properties for sale (Public Water Tank Properties, and the AAA
Pad). Staff is currently working with a Developer to finalize the sale of the Public Water Tank Properties.
Staff will prepare a request for proposals (RFP) for the AAA Pad. In regards to the remaining three (3)
assets (the properties designated as Coastal Sage Scrub Habitat / Golf Course and clubhouse) staff was to
obtain appraisals for the properties and come back to the Board for direction on disposition. In addition,
staff has been marketing the development opportunity at real estate industry events such as the
International Council of Shopping Centers (ICSC) conferences, and other networking events as well as
online on the oppsites website. City staff has also toured the BKK site with two prospective developers,
including Singpoli Group LLC (Singpoli).
DISCUSSION:
On October 17, 2016 the Agency received a Letter of Intent (LOT) from Singpoli for the purchase of the
Agency assets at the BKK landfill site, and rights to the area on the top deck the Agency has under license
(see Attachment No. 2 for referenced areas). The LOT includes the following deal points:
• Purchase by Developer of 130-acres of Agency property
• Lease of the 50-acres Agency controls under license agreement
• Term of LOT commences November 1, 2016, terminating after 90-days.
• Exclusive Right to Negotiate. City shall not negotiate with any other party, City and developer
shall negotiate in good faith.
Pursuant to conversations with the developer, Singpoli has indicated they intend to develop the site into an
outdoor recreational park. Mr. Kin Hui, Chief Executive Officer (CEO) for Singpoli, indicated they will
partner with the Lan Kwai Fong Group (LKF) and Mr. Tom Mehrmarm to develop the proposed outdoor
recreational park. Mr. Mehrmann and LKF Group have experience working on park development,
specifically having experience working for Ocean Park in Hong Kong. Ocean Park is a marine mammal
park, oceanarium, animal theme park and amusement park.
Singpoli, founded by Herman Hui, began as a construction company in Hong Kong in 1977. Over the
years Singpoli become a prominent construction company in Hong Kong and in 1991 Singpoli established
itself in Southern California and quickly expanded into real estate investment. Today the company, led by
Mr. Herman Hui's son Kin Hui, extends into several real estate disciplines, including architecture and
design, development and real estate services and management. Singpoli's portfolio includes office, retail,
multifamily, hospitality, and mixed-use projects including: Colorado at Lake mixed-use project
(Pasadena), DusitD2 Constance Pasadena Hotel (Pasadena), 2 North Lake Offices (Pasadena), and
Landmark Tower condominiums (Milpitas).
LKF Group is a development company based in Hong Kong that focuses on property acquisitions,
development, operation, and management for commercial leisure and entertainment uses. LKF Group's
founder, Dr. Allen Zeman, was appointed as the Chairman of Ocean Park and tasked to rejuvenate the
aging marine theme-park in 2003 in anticipation of the opening of Hong Kong Disneyland. Dr. Zeman
was able to transform Ocean Park into an award winning amusement park which was recognized as a
World's Top Theme Park. LKF Group list of projects include: Lan Kwai Fong Chengdu in Sichuan
province, Lan Kwai Fond Wuxi in Jiangsu province, and Shanghai DreamCenter.
The three assets Singpoli would like to purchase are the following:
2IPage
LRPMP Parcel Description Lot Size
Asset #
30 8735-002-906 Coastal Sage Scrub Habitat / Golf 71.52-Acres
Course
31 8735-002-909 Coastal Sage Scrub Habitat / Golf 24.52-Acres
Course
32 8735-002-910 Coastal Sage Scrub Habitat / Golf 26.03-Acres
Course
TOTAL 122.07- Acres
In addition, Singpoli is requesting to lease from the Agency, the licensed area on the top deck of the
landfill. The property is owned by the BKK Corporation, however, the Agency retains a License
Agreement for 84.27-acres on the top deck of the Class III landfill "for the development, construction,
operation, marketing, maintenance and repair of recreational facilities, including without limitation one or
more parks and one or more golf courses, together with all affiliated improvements, alterations or
additions". The Agency acquired the licensed area in order to develop the approved municipal golf
course. As the 84.27-acres are directly on top of the landfill, development is restricted to no permanent
structures.
The three assets #30-32 are restricted by the United States Environmental Protection Agency (EPA) and
the California Department of Toxic Substance Control (DTSC) for open space and a golf course use.
Singpoli has been made aware of the restrictions associated with the site. In addition, the site has
outstanding mitigation measures required by the Final Closure Plan. The outstanding mitigation measures
(some include; protective layer on top of the Class III landfill clay cap, replant native habitat, mitigate
gnatcatcher habitat, providing for surface drainage from adjacent properties, storm drain improvements)
would have to be completed with any future development of the site. Any changes to the approved use of
open space / golf course would require approval from EPA and DTSC.
In addition, the City has outstanding bond debt on the Agency assets. The City intends to use proceeds
from the sale of these assets to pay off the debt.
The Agency is seeking approval to execute an ENA with Singpoli to determine the feasibility of the
proposed project and negotiate the price and terms of a Development and Disposition Agreement (DDA)
for the site. Singpoli is requesting a ninety (90) day ENA to allow them time to determine if the project is
feasible on the site. The ENA will offer Singpoli the opportunity to conduct necessary studies on the
property and develop a conceptual development site plan and elevations. In addition, Singpoli will be
required to provide a deposit to cover Agency costs associated with the ENA with any remaining balance
returned to Singpoli. If Singpoli provides the required deliverables within the timeframe, the Agency will
be able to extend the ENA for an additional ninety (90) days. Terms of the ENA:
• Ninety (90) day ENA
• Deliverables required within first ninety (90) days include conceptual plans, elevations of
proposed project and preliminary proforma of the project.
• Developer to provide a Deposit of $15,000
• Possible ninety (90) day extension approved by Agency.
,31Page
Staff recommends approval of the attached ENA (Attachment No. 1) with Singpoli in order to pursue the
possible development of an outdoor recreational park.
OPTIONS:
1. Pursue ENA with Singpoli for sale and development of assets #30-32 and lease of Licensed
Area.
2. Not pursue an ENA with Singpoli.
3. Pursue an RFP for the sale of assets #30-#32 and sub-lease/transfer lease of Licensed Area.
4. Put all three (3) assets #30-#32 on the open market.
5. Hire consultant or broker to manage disposition of assets.
FISCAL IMPACT:
As the assets are still Successor Agency owned, any expenses associated with the disposition of the assets
will be paid by the Recognized Obligation Payment Schedule (ROPS). As the properties will be sold
under the LRPMP, pursuant to Redevelopment dissolution law, revenues from the sale will be shared
among the various taxing entities. The City's share of sales proceeds is 16 cents to the dollar. The Agency
properties must be sold at the fair market value and must obtain approval from the Department of Finance.
Prepared by: Paulina Morales
Economic Development & Housing Manager
ATTACHMENT:
Attachment No. 1 Exclusive Negotiation Agreement (ENA)
4 'Page
WC GOLF COURSE ENAv.1 100108 1
ATTCHMENT NO. 1
EXCLUSIVE NEGOTIATION AGREEMENT
WEST COVINA GOLF COURSE
THIS EXCLUSIVE NEGOTIATION AGREEMENT (the “Negotiating Agreement”) is
entered into on December 6, 2016, between THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF WEST COVINA, a public body, corporate and politic (the “Agency”), the SINGPOLI GROUP, LLC (referred to as the “Developer”) (the Developer, and the Agency are collectively referred to herein as the “Parties”), on the terms and provisions set forth below.
R E C I T A L S
The following recitals are a substantive part of this Negotiating Agreement.
A. The Council of the City of West Covina (the “City Council”) approved and adopted the Redevelopment Plan (the “Plan”) for the West Covina Redevelopment Project (the “Project
Area”) by the merger of the Central Business district and Eastland Redevelopment Plans on December 21, 1993 by Ordinance No. 1928, and the City Council did duly pass and approve Ordinance No. 1951 on December 20, 1994, and did thereby amend the Plan.
B. In furtherance of the objectives of the Community Redevelopment Law of the State
of California, Health and Safety Code Section 33000, et seq. (the “CRL”), the West Covina
Redevelopment Agency acquired certain parcels of land from BKK Corporation by purchase and by license agreement. Subsequently, certain restrictions on use of some parcels were imposed by agreement with the United States Environmental Protection Agency (EPA), California Department of Toxic Substances Control (DTSC), and through various project approvals.
C. Pursuant to Assembly Bill 26x1 and Assembly Bill 1484 (hereinafter “Dissolution Bills”) as set forth in California Health and Safety Code Section 34163, et seq., the West Covina Redevelopment Agency was dissolved and the West Covina Successor Agency was created for the purpose of carrying out the functions of the West Covina Redevelopment Agency. Subsequently the
Successor Agency submitted to the Department of Finance a Long Range Property Management Plan which reflects the Successor Agency’s intent to sell most of the property making up the Site, which Plan was approved. The Successor Agency desires to review the feasibility and consider options for the development of those certain parcels of land, of approximately 215 acres, within the Project Area, located at the West Covina Sportsplex project site, City of West Covina, as shown on the site map
attached hereto as Exhibit “A” (the “Site”).
D. The Parties agree and acknowledge that the purpose of this Negotiating Agreement is to establish a period during which the Developer shall have the exclusive right to negotiate with the Successor Agency the terms of an Disposition and Development Agreement or other agreement (the
“DDA”) for the development of an outdoor theme amusement park and hotel project (the “Proposed Development”). The Successor Agency is interested in reviewing the Proposed Development’s feasibility, and, if mutually agreed, to facilitate and implement the Proposed Development.
E. The Parties intend that during and for the period of negotiations set forth herein (the “Negotiating Period”) each will perform certain actions and fulfill certain obligations and
responsibilities under this Negotiating Agreement.
WC GOLF COURSE ENAv.1 100108 2
THE SUCCESSOR AGENCY AND THE DEVELOPER HEREBY AGREE AS FOLLOWS:
I. [100] Agreement to Negotiate
A. [101] Agreement to Engage in Good Faith Negotiations
The Successor Agency, by and through its staff and consultants, and the Developer, acknowledging that time is of the essence, agree for the Negotiation Period set forth below to negotiate diligently and in good faith to prepare a Disposition and Development Agreement (the “DDA”) and ancillary agreements to be considered for execution between the Successor Agency and the Developer, in the manner set forth herein with respect to the Proposed Development of the Site.
The Successor Agency agrees, for the period set forth below, not to negotiate with any other person or entity regarding development of the Site or any portion thereof.
B. [102] Duration of this Negotiating Agreement
The duration of this Negotiating Agreement (the “Negotiation Period”) shall be ninety days
(90) days from December 6, 2016. If upon expiration of the Negotiation Period, the Developer has not provided the deliverables to the Successor Agency or engaged in substantial progress towards finalizing the deliverables required, as determined by the Successor Agency Board, then this Negotiating Agreement shall automatically terminate unless this Negotiating Agreement has been mutually extended by the Successor Agency and the Developer. However, if in the opinion of the
Successor Agency Board the Parties have made substantial progress in finalizing the deliverables and all other conditions of Developer’s Submissions, as set forth in paragraph 202, below, have been filed, the Successor Agency Board in its sole and absolute discretion may extend the Negotiating Period for an additional ninety (90) days in order to process the DDA and other applications required
by this Negotiating Agreement.
C. [103] Deposit
(a) Deposit. Prior to execution of this Negotiating Agreement, Developer shall deposit with the Successor Agency the sum of $15,000.00 as a good faith deposit (the “Deposit”). The Deposit shall
be promptly returned to the depositing party should this Negotiating Agreement expire or terminate, should a DDA not result from the Negotiating Agreement, except as provided below:
(b) Successor Agency Costs. The Developer hereby agrees that from the Deposit, Successor Agency may deduct expenses to pay out of pocket Successor Agency Costs before returning any remainder of the Deposit as provided for in subsection (a) above. As used in this Agreement, “out of
pocket Successor Agency Costs” means all costs incurred by the Successor Agency in connection with the negotiation, execution and approval of a DDA and sale of the property subject to the DDA, except for time expended by salaried Successor Agency employees (which time shall be tracked for later reimbursement), including without limitation the following:
(i) the fees and expenses of any consultants to the Successor Agency engaged by the Successor Agency in connection with the property and DDA (such as engineers, legal counsel, and financial advisors),
(ii) the costs of appraisals, studies and other reports necessary or deemed advisable by Successor Agency staff in connection with the property and DDA,
WC GOLF COURSE ENAv.1 100108 3
(iii) costs of publication of notices, preparation and mailing of notices relating to sales of the property
or approval and execution of the DDA, (iv) any and all other actual costs and expenses incurred by the Successor Agency with respect to the sale of the property or the DDA.
II. [200] Development Concept
A. [201] Scope of Development
The negotiation hereunder shall be based on a development concept, which shall include the development on the Site of an outdoor theme amusement park and hotel and other related uses as
approved by the Successor Agency to be included in the DDA.
B. [202] Developer Submissions
Within the times specified below the Developer must complete certain submissions to the Successor Agency. Failure of Developer to timely complete the specified submissions may result in
termination of this Negotiating Agreement by Successor Agency.
1. Developer shall submit a concept development site plan and elevations (the Deliverables) within ninety (90) days from the effective date of this Negotiating Agreement.
2. Developer shall submit a preliminary project proforma within ninety (90) days from
the effective date of this Negotiating Agreement which includes the following:
o Development costs, including construction and non-construction costs, and o Project income and return 3. Other relevant business development information requested by the Successor Agency
in order to allow the Board to reasonably evaluate the terms of the DDA or related negotiations.
C. [203] Developer’s Findings, Determinations, Studies and Reports
Upon reasonable notice, as from time-to-time requested by the Successor Agency, the Developer agrees to make oral and written progress reports advising the Successor Agency on all
non-confidential or non-proprietary matters and all studies being made by the Developer. In the event the Successor Agency and the Developer do not enter into a DDA, and the Deposit, less costs, is returned to the depositing party, the Developer shall submit to the Successor Agency copies of all studies and reports prepared for the proposed development of the Site by or for the Developer to the extent the Developer is legally able to do so, and the Successor Agency shall have the right to the use
and benefit of all such non-confidential or non-proprietary studies and reports.
D. [204] Acquisition of the Site and Costs of Appraisals and Related Consulting Work
The consideration to be paid by the Developer to the Successor Agency will be established
by the Successor Agency after negotiation with the Developer. Such consideration will be based upon such factors as market conditions, density of development, costs of development, risks of the Successor Agency, risks of the Developer, estimated or actual Developer profit, public purpose and/or reuse value for the uses permitted to be developed and financial requirements of the Successor Agency, and will be subject to approval by the Successor Agency and the Successor Agency Council
after a public hearing or other public meeting as required by law. Any costs, fees and charges
WC GOLF COURSE ENAv.1 100108 4
associated with the appraisals for the value of the land and/or costs associated for retaining and
utilizing consultants necessary to evaluate the feasibility of the proposed projects or work related thereto shall be paid solely by the Developer. The selection of the appraiser(s) and other consultant(s) and type of appraisal report(s) or other consultant report(s) necessary for the project is at the sole discretion of the Successor Agency. Final approval of any sale of the Property must be
approved by the California Department of Finance.
III. [300] The Developer
A. [301] Nature of the Developer and Tenant
The Developer is:
Singpoli Group, LLC, a Limited Liability Company.
B. [302] Office of the Developer
The principal office of the Developer is:
25 E. Foothill Blvd. Arcadia, CA 91006
C. [303] Full Disclosure
Pursuant to Section 202, the Developer will make full disclosure to the Successor Agency of its principals, officers, major stockholders, major partners, joint venturers and key managerial
employees. Any significant change in the principals, associates, partners, joint venturers,
negotiators, development manager, consultants, professional and directly-involved managerial employees of the Developer is subject to the approval of the Successor Agency. Notwithstanding the foregoing, the Developer reserves the right, subject to written approval of the Successor Agency, to join and associate with other entities in joint ventures, partnerships or otherwise for the purpose of
developing the Site, provided that the Developer retains responsibility for day to day management of such entities and remains fully responsible to the Successor Agency hereunder.
IV. [400] Successor Agency’s Responsibilities
[401] Redevelopment Plan
This Negotiating Agreement and the DDA are subject to the provisions of the Redevelopment Plan as it currently exists, as modified by the laws of California affecting the dissolution of Redevelopment Agencies. The Successor Agency will work diligently with Developer to obtain necessary approvals from all governmental agencies which may be necessary to allow the development proposed by Developer, but the Successor Agency makes no representation or warranty
that the actual Proposed Development will be permitted by any agency whose consent or permission may be required.
[402] Successor Agency Assistance and Cooperation
The Successor Agency shall cooperate fully in providing the Developer with appropriate
information and assistance for development of the Site, including existing documents, surveys, maps and reports concerning the Site and the feasibility of the Proposed Development.
[403] Environmental Documents
WC GOLF COURSE ENAv.1 100108 5
The Successor Agency of West Covina shall prepare any and all environmental documents
required for the Proposed Development under the California Environmental Quality Act. The Developer shall cooperate with the Successor Agency in preparing environmental documents by supplying necessary technical data and other related information and/or development plans concerning the proposed development on the Site. Any costs, fees and charges associated with the
requirements of the California Environmental Quality Act shall be paid by the Developer, unless otherwise agreed by the Successor Agency.
D. [404] Regulatory Agencies
The Developer shall cooperate with any and all regulatory agencies pertaining to the regulations on and monitoring of the former landfill located adjacent to the Site. Such agencies
include but are not limited to The Department of Toxic Substances Control (DTSC), and the United States Environmental Protection Agency (EPA).
[405] Successor Agency Board and Oversight Board Public Hearings
A DDA resulting from the negotiations hereunder shall become effective only after and if the
DDA has been considered and approved by the Successor Agency Council and the Oversight Board at a public hearing, if required, and called for such purpose. In addition, the agreement is subject to approval from the Department of Finance (FOC).
V. [500] No Predetermination of Agency Discretion
The Parties agree and acknowledge that nothing in this Negotiating Agreement in any respect
does or shall be construed to affect or prejudge the exercise of the Successor Agency’s discretion concerning consideration of any submittal by the Developer or any other party. Further, nothing in this Negotiating Agreement in any respect does or shall be construed to affect or prejudge the Successor Agency’s discretion to consider, negotiate, or undertake the Proposed Development or any
required approvals necessary by the laws, rules, and regulations governing the development of property.
VI. [600] Hazardous Materials and Development Assessment
The Developer at its sole cost and expense shall conduct or cause to be conducted
environmental assessments, audits and/or testing and any other activities, audits, tests and assessments to determine the feasibility of the Proposed Development (“Tests”) of the Site, as and if permitted by the owner of such property. The Developer shall have the right to terminate this Negotiating Agreement if the Developer is not reasonably satisfied with the findings and the recommendations made in the Tests, if either Party is unable to gain access to the property to conduct
Tests or if the Development is determined not to be feasible in the sole discretion of the Developer. However, both Parties acknowledge and agree that specific representations or warranties, agreements, obligations, liabilities or responsibilities pertaining to the condition or title of the Site and/or the Proposed Development may be the subject of negotiations between the Parties in
connection with the negotiations of any DDA or other agreement entered into by the Parties.
VII. [700] Costs and Expenses
Except as provided herein, each party shall be responsible for its own costs and expenses in connection with any activities and negotiations undertaken in connection with the performance of its obligations under this Negotiating Agreement.
WC GOLF COURSE ENAv.1 100108 6
VIII. [800] Non-Discrimination
Developer shall not discriminate against nor segregate any person, or group of persons on account of sex, race, color, marital status, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Developer establish or permit any such practice or practices of discrimination or segregation in the selection,
location, number, use, or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land.
IX. [900] Real Estate Commission
Each party represents that it has not engaged any broker, agent or finder in connection with this transaction and each party agrees to hold the other party harmless from any claim by any broker, agent or finder retained by or claimed through such party.
X. [1000] Limitations of this Negotiating Agreement
By its execution of this Negotiating Agreement, the Successor Agency is not committing itself to or agreeing to undertake: (1) disposition of land to the Developer; (2) approval of the project concept, tenants or design; or (3) any other acts or activities requiring the subsequent independent
exercise of discretion by the Successor Agency or any agency or department thereof.
This Negotiating Agreement does not constitute a disposition of property by the Successor Agency. Execution of this Negotiating Agreement by the Successor Agency is merely an agreement to enter into a period of exclusive negotiations according to the terms hereof reserving final
discretion and approval by the Successor Agency as to any Disposition and Development Agreement
and all proceedings and decisions in connections therewith.
XI. [1100] Governing Law
This Negotiating Agreement shall be constructed in accordance with the laws of the State of California.
XII. [1200] Attorney’s Fees
In the event any action is taken by either party to this Negotiating Agreement to enforce this Negotiating Agreement, the prevailing party shall be entitled to recover from the other party its actual attorneys’ fees and costs.
XIII. [1300] Implementation of Agreement
The Successor Agency shall maintain authority to implement this Negotiating Agreement through the Successor Agency Executive Director (or his or her duly authorized representative). The Successor Agency Executive Director shall have the authority to issue interpretations, waive provisions, and/or enter into certain amendments of this Negotiating Agreement on behalf of the
Successor Agency so long as such actions do not materially or substantially change the uses or concept of the Proposed Development, or add to the costs incurred or to be incurred by the Successor Agency as specified herein.
XIV. [1400] Time of Essence
Time is of the essence of every portion of this Negotiating Agreement in which time is a material part. During the Negotiating Period the time periods set forth in this Negotiating Agreement for the performance of obligations hereunder shall apply and commence upon a complete submittal of the applicable information or occurrence of an applicable event. In no event shall an incomplete submittal by the Developer trigger any of the Successor Agency’s obligations for review, approval
WC GOLF COURSE ENAv.1 100108 7
and/or performance hereunder: provided, however, that the Successor Agency shall notify the
Developer of an incomplete submittal as soon as is practicable and in no event later than the applicable time set forth for the Successor Agency’s action on the particular item in question.
XV. [1500] Entire Agreement
This Negotiating Agreement contains the entire understanding and agreement of the Parties,
integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the Parties or their predecessors in interest with respect to all or any part of the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Negotiating Agreement as of the date set opposite their signatures. The effective date of this Negotiating Agreement is
December 6, 2016.
“SUCCESSOR AGENCY”
SUCCESSOR AGENCY OF WEST COVINA, a public body, corporate and politic
By: Chris Freeland, Successor Agency Executive Director ATTEST:
Successor Agency Secretary
APPROVED AS TO FORM:
Kimberly Hall Barlow
Successor Agency Attorney
“DEVELOPER” SINGPOLI GROUP, LLC
By: ________________________________________ Kin Hui, CEO & President