COMMERCIALDEVELOPMENTOPPORTUNITY
Publish Date: September 4, 2025
City of San Bernardino
290 North D Street
San Bernardino, CA 92401
Request for Proposal
RFP F-25-1038 Arden GuthrieCommercial Development Opportunity
TABLE OF CONTENTS
Notice Inviting Proposals
Introduction and Background
Who We Are
Market Profile
Surrounding Businesses
Commercial Development Opportunity
Regulatory & Disposition Compliance
Prevailing Wage & Contractor Registration
Request for Proposal
Scope of Proposal
Submittal Criteria & Evaluation
Protests
Submittal Requirements / Proposed Schedule
General Conditions
Checklist
Exhibit A - Scope of Development
Exhibit B - Exclusive Right to Negotiate Agreement
PUBLIC NOTICE IS HEREBY GIVEN that proposals will be received by the City of San Bernardino (“City”) electronically through the City’s online bid management provider (“PlanetBids”) before 3:00 PM, Thursday, October 9, 2026. Proposals may NOT be submitted by fax, email, telephone, mail, hand delivery, or other means; any proposals received through any means other than PlanetBids will be returned to the proposer unopened.
The City is requesting proposals from qualified developers and interested parties for:
The acquisition and development of a 17.61-acre City-owned commercial property located at the northeast corner of Highland Avenue and Arden Avenue in San Bernardino.
The award of this contract is subject to available budget adequate to carry out the provisions of the proposed agreement including the identified scope of work. The City reserves the right to reject any or all proposals determined not to be in the best interest of the City.
Certain labor categories under this project may be subject to prevailing wages as identified in the State of California Labor Code commencing at sections 1720 et seq. and 1770 et seq. If applicable, employees working in these categories at the site must be paid not less than the basic hourly rates of pay and fringe benefits established by the California Department of Industrial Relations. Copies of the State of California wage schedules are available for review at www.dir.ca.gov/dlsr/.
In addition, a copy of the prevailing rate of per diem wages will be made available at the City’s Economic Development Department upon request. The successful proposer shall post a copy of the prevailing wage rates at each job site. It shall be mandatory upon the proposer to whom the contract is awarded, and upon any subcontractors, to comply with all Labor Code provisions, which include but are not limited to the payment of not less than the said specified prevailing wage rates to all workers employed by them in the execution of the contract, employment of apprentices, hours of labor, and debarment of contractors and subcontractors.
RFP F-25-1038 Arden Guthrie
Commercial Development Opportunity
NOTICE INVITING PROPOSALS
If the total compensation under the contract will exceed $25,000 and pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations (“DIR”). No bid shall be accepted, nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the DIR to perform public work. If awarded a contract, the proposer and its subcontractors, of any tier, shall maintain active registration with the DIR for the duration of the project. The contract awarded pursuant to this proposal may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations.
Interested proposers may download copies of the Request for Proposals (“RFP”) by visiting the City’s website, www.SanBernardino.gov. All addenda will be published on the City’s website and through PlanetBids.
For more information regarding the RFP, please contact:
City of San Bernardino, Purchasing Division
[email protected]
[END OF NOTICE]
RFP F-25-1038 Arden Guthrie
Commercial Development Opportunity
NOTICE INVITING PROPOSALS
The City of San Bernardino Economic Development Department invites visionary developers and qualified partners to submit proposals for the transformative development of the 17.61- acre Arden-Guthrie site. Strategically located within a key commercial corridor, the site is bounded by Highland Avenue, 20th Street, Arden Avenue, and Guthrie Street, positioned just south of the I-210 Freeway. This highly visible gateway location offers a unique opportunity to create a landmark project that will strengthen both the local economy and community vibrancy.
The property consists of multiple parcels zoned Commercial General-1 (CG-1), allowing for a wide range of high-quality commercial uses, including retail, grocery, restaurants, office, daycare, lodging, and entertainment. This flexibility, paired with the site’s prime location, makes it ideally suited for innovative development that meets the needs of San Bernardino residents while attracting regional visitors. The potential for direct freeway access further enhances the site’s marketability and visibility, making it a rare and compelling investment opportunity.
As the largest city in San Bernardino County and a growing regional economic hub with a population of over 220,000, San Bernardino is primed for bold new investment. The City’s commitment to revitalization, coupled with its unmatched connectivity—just 60 miles from Los Angeles and at the crossroads of major transportation corridors—positions the Arden Guthrie site as a strategic gateway for transformative commercial development. This project represents not just a chance to build, but to help shape the future of commerce and community in San Bernardino.
O n H i g h l a n d a n d A r d e n ,
S o u t h o f I - 2 1 0
INTRODUCTION AND BACKGROUND
San Bernardino is renowned for its strategic accessibility and role as a premier logistics hub in Southern California. With direct connections to two international sea ports, a major BNSF rail corridor linking to the ports, immediate access to the I-215, I-10, I-15, and SR-210 freeways, historic Route 66, a regional train station, a growing light rail system, and a central bus depot, the city offers unparalleled connectivity for goods, services, and people.
In addition to its logistical advantages, San Bernardino boasts a thriving cultural scene, making it an attractive destination for professionals, families, and entrepreneurs seeking a dynamic yet balanced lifestyle. The City also leads in sustainability and smart growth, with a commitment to ensuring that new developments align with long-term environmental and economic priorities. $6.7B
2024 Total Sales
220,800
Total Population
90,194
Total Employees
Now is the time to invest in the future of San Bernardino With strong market fundamentals, exceptional freeway visibility, and direct access to major transportation corridors, Arden Guthrie is poised to become San Bernardino’s next premier commercial retail destination.
This high-profile site offers an unmatched opportunity to develop a vibrant retail hub —welcoming national brands, essential services, dining, and entertainment that serve both local residents and regional consumers.
The City of San Bernardino is actively seeking innovative retail partners ready to bring energy and economic vitality to the heart of the city. With leadership committed to collaboration and a community eager for new amenities, this is more than a development opportunity—it’s your chance to anchor the commercial future of a growing city on the rise.
Let’s build something extraordinary.
Let’s shape what’s next.
Invest San Bernardino.
W h o W e A r e
1 3 . 6 %
8 . 9 %
8 . 4 %
1 1 . 2 %
San Bernardino is home to California State University San Bernardino, San Bernardino Valley College, and several other private industry specific higher learning institutions fueled by a highly skilled and diverse workforce that supports a dynamic economy. The City is a magnet for industries ranging from technology and healthcare to food and beverage and distribution, positioning it as an ideal location for commercial and mixed-use developments.
R e t a i l T r a d e
A c c o m m o d a t i o n s & F o o d
P r o f e s s i o n a l / S c i e n t i f i c / T e c h H e a l t h c a r e
6,847 Businesses
Top Industries by Employment
WHO WE ARE
Market Profile
5 Miles 15 Miles 20 Miles
0 20 40 60 80 100
15k - 34.9k
35k - 74.9K
75K - 149K
150K +
20 M iles
58.1%
15 M iles
34.6%
5 M iles
7.3%
5 Miles 15 Miles 20 Miles
0 200000
400000
600000
800000
1000000
1200000
1400000
Workers
Residents
2 0 2 4 D a y t i m e P o p u l a t i o n
534,790
336,121
59,753
755,116
468,956
107,371
2 0 2 4 H o u s e h o l d s b y I n c o m e
2 0 2 4 L a b o r F o r c e 2 0 2 4 E m p l o y e d B y I n d u s t r y 17%
0 2 0 40 6 0 80 10 0 12 0 140
Ag ric u ltu re
C o n stru ctio n
M an u factu rin g
W h o le sale Trad e
Retail Trad e
Tran sp o rtatio n
Info rm atio n
Fin an c e /Real Estate
S e rvic e s
P u b lic Ad m in .
13%
12%
29%
26%
25%
30%
34%
35%
13%
20%
22%
A d j a c e n t S h o p p i n g C e n t e r 2 0 2 4 V i s i t sW i t h i n 1 M i l e Sterling Plaza / 2045 E. Highland Ave, San Bernardino, CA 92404 | Based on visits to Property | Apr 1st 2024 to Mar 31st 2025 | To protect individual privacy, the beginning points shown for each route are approximations and do not represent actual home locations.
Data provided by Placer Labs Inc. (www.placer.ai)
Surrounding Businesses
WHO WE ARE
Yaamava’ Resort & Casino
15,100 Daily Average Traffic Counts
25,200 Daily Average Traffic Counts
Arden Guthrie Shopping
Center
Yaamava Resort & Casino
Monday
Tuesday
Wednesday
Thursday
Friday
Saturday
Sunday
0 200000
400000
600000
800000
1000000
1200000
C a l i f o r n i a
3 , 5 6 9
N a t i o n w i d e
3 8 , 2 2 9
# 1
T r a f f i c C o u n t s - C a s i n o A r t e r i e s Y a a m a v a ’ R e s o r t & C a s i n o , l o c a t e d l e s s t h a n 2 m i l e s f r o m t h e A r d e n G u t h r i e S h o p p i n g C e n t e r , i s S o u t h e r n C a l i f o r n i a ’ s l a r g e s t c a s i n o a n d a m a j o r r e g i o n a l d r a w w i t h o v e r 7 , 0 0 0 s l o t m a c h i n e s , a l u x u r y h o t e l , a n d a 3 , 0 0 0 - s e a t e n t e r t a i n m e n t v e n u e . I t s p r o x i m i t y b r i n g s c o n s i s t e n t v i s i t o r t r a f f i c a n d s p e n d i n g t o t h e a r e a – m a k i n g i t a s t r a t e g i c a d v a n t a g e f o r r e t a i l e r s a n d r e s t a u r a n t s l o o k i n g t o c a p i t a l i z e o n a h i g h - v o l u m e , y e a r - r o u n d d e s t i n a t i o n .
R a n k i n g O v e r v i e w
Daily Visits | April 1, 2024 - Mar 31,2025
Data provided by Placer Labs Inc. (www.placer.ai)
# 3
WHO WE ARE
San Bernardino Soccer Complex
9 1 K - 1 1 5 K D a i l y
A v e r a g e T r a f f i c
C o u n t s
5 k - 2 0 k D a i l y
A v e r a g e T r a f f i c
C o u n t s
A r d e n G u t h r i e
S h o p p i n g
C e n t e r
S a n B e r n a r d i n o
S o c c e r C o m p l e x
Traffic Counts - Soccer Complex Artery
T h e S a n B e r n a r d i n o S o c c e r C o m p l e x ( S B S C ) i s a p r e m i e r 4 7 - a c r e f a c i l i t y f e a t u r i n g 1 7 f u l l - s i z e F I F A s t a n d a r d f i e l d s , i n c l u d i n g f o u r w i t h l i g h t i n g f o r n i g h t p l a y . S t r a t e g i c a l l y s i t u a t e d a t t h e c r o s s r o a d s o f t h e I - 2 1 5 a n d I - 2 1 0 f r e e w a y s , t h e c o m p l e x i s e a s i l y a c c e s s i b l e a n d s e r v e s a s a h u b f o r r e g i o n a l , n a t i o n a l , a n d i n t e r n a t i o n a l s o c c e r t o u r n a m e n t s , y o u t h a n d a d u l t l e a g u e s , a n d t r a i n i n g p r o g r a m s . W i t h o v e r 7 5 0 , 0 0 0 v i s i t o r s a n n u a l l y , S B S C s i g n i f i c a n t l y c o n t r i b u t e s t o t h e a r e a ’ s f o o t t r a f f i c a n d e c o n o m i c a c t i v i t y , m a k i n g i t a v a l u a b l e a s s e t f o r b u s i n e s s e s c o n s i d e r i n g d e v e l o p m e n t i n t h e v i c i n i t y .
Data provided by Placer Labs Inc. (www.placer.ai)
17 FIFA-Sized
Fields
47 Acres
O v e r 7 5 0
P a r k i n g S p a c e s
F u l l C o n c e s s i o n s
& C o v e r e d P i c n i c A r e a
Over 750,000
Annual Visitors
WHO WE ARE
The City of San Bernardino (“City”) Economic Development Department invites visionary developers and qualified parties (“Respondents”) to submit their qualifications and proposals for the acquisition and transformative development of a 17.61-acre vacant commercial site known as Arden Guthrie. The Site is located on Highland Avenue and is surrounded by 20 Street on the south, Arden Avenue on the east, Guthrie Street on the south and south of the I-210 freeway.
th
Respondents must submit proposals in accordance with the requirements outlined in this RFP.
The City will review all proposals based on the Selection Process & Criteria provided below. If the City reaches an agreement with a Respondent, the terms and legal considerations will be formalized in a Disposition and Development Agreement (DDA).
If selected, the Respondent will be required to:
• Enter into an Exclusive Negotiation Agreement (ENA) with the City, which will outline the timeline and process for negotiating the Disposition and Development Agreement (DDA). • Commence entitlement and environmental review for the development, including payment of all applicable fees.
• Meet pre-sale conditions in the DDA, such as securing permits, financing, and approvals.
COMMERCIAL DEVELOPMENTOPPORTUNITY
REGULATORY &DISPOSITION COMPLAINCE
Compliance with the Surplus Land Act
In accordance with the Surplus Land Act (Cal. Gov’t Code §§ 54220 et seq.), the City Council of San Bernardino declared the Arden Guthrie site as non-exempt surplus land through Resolution No. 2022-234 on November 17, 2022. The California Department of Housing and Community Development (HCD) reviewed the action and issued a Letter of Determination, thereby authorizing the City to proceed with the property disposition.
Compliance with the Redevelopment Dissolution Act
As a former Redevelopment Agency asset, the disposition of the site must also comply with the Redevelopment Dissolution Act. This requires approval of the Purchase and Sale Agreement (PSA) by the following three entities, in sequential order:
Each review stage has its own statutory timeline. Successor Agency review may take up to four weeks, CWOB review may require 8 to 12 weeks, and the DOF review is subject to a maximum duration of 100 days. Final disposition cannot proceed without all three approvals.
Proposers should be aware that any agreement resulting from this solicitation will be expressly contingent upon successful completion of the compliance steps above. The City cannot guarantee a fixed timeline for these external approvals.
Therefore, proposers are advised to incorporate appropriate assumptions for processing time into their proposed project schedules, phasing strategies, and transaction timelines. The City will make best efforts to support the review process but will not be liable for delays resulting from external agency action or review requirements.
The Successor Agency Board of the City of San Bernardino 4 Weeks The San Bernardino Countywide Oversight Board (CWOB) 8 - 12 Weeks The California Department of Finance (DOF) 100 Days
PREVAILING WAGE &CONTRACTOR REGISTRATION
Public Works Prevailing Wage and Contractor Registration (if applicable) Certain labor categories under this project may be subject to prevailing wages as identified in the State of California Labor Code commencing at sections 1720 et seq. and 1770 et seq. If applicable, employees working in these categories at the site must be paid not less than the basic hourly rates of pay and fringe benefits established by the California Department of Industrial Relations. Copies of the State of California wage schedules are available for review at www.dir.ca.gov/dlsr/. In addition, a copy of the prevailing rate of per diem wages will be made available at the City’s Economic Development Department upon request. It shall be mandatory upon the Bidder to whom the Contract is awarded, and upon any subcontractors, to comply with all applicable Labor Code provisions, which may include but are not limited to the payment of not less than the said specified prevailing wage rates to all workers employed by them in the execution of the Contract, employment of apprentices, hours of labor and debarment of contractors and subcontractors. If applicable, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations (“DIR”).
If applicable, no bid shall be accepted, nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the DIR to perform public work.
If applicable and if awarded a contract, the bidder and its subcontractors, of any tier, shall maintain active registration with the DIR for the duration of the project. The contract awarded pursuant to this proposal may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations.
Interested proposers may download copies of the Request for Proposals (“RFP”) by visiting the City’s web site, www.SanBernardino.gov. All documents will be published on the City’s website.
For more information regarding the RFP, please contact:
City of San Bernardino, Purchasing Division
[email protected]
A. Scope of Proposal
The project framework, expectations, and development parameters sought under this Request for Proposals (“RFP”) are outlined in Exhibit “A,” attached hereto and incorporated herein by this reference. While Exhibit A provides a general outline of the City’s desired outcomes for the Site, the final scope of the negotiated development between the City and the successful Proposer shall be formalized through the Exclusive Negotiation Agreement (“ENA”) and ultimately the Disposition and Development Agreement (“DDA”).
A template ENA is attached hereto as Exhibit “B” and incorporated herein by this reference.
Execution of the ENA will initiate a structured negotiation period during which the selected Proposer will collaborate with the City to:
Refine and detail the proposed development concept;
Undertake project due diligence, including environmental, title, and entitlement matters; Submit detailed plans, pro forma financials, and design documentation; Secure financing commitments;
Satisfy all applicable legal and regulatory conditions; and Negotiate the final terms and conditions of the DDA, which shall govern the purchase and development of the Site.
The Proposer shall be responsible for all entitlement work, environmental review, permitting, and associated costs. The DDA will specify performance milestones, pre-sale conditions, remedies, and the definitive terms of the disposition
B. City Contact for this RFP
The principal contact for the City regarding this RFP will be Michelle Parra, Buyer for the Purchasing Division, [email protected] or a designated representative, who will coordinate the assistance to be provided by the City to the Proposer.
C. Requests for Clarification
All questions, requests for interpretations or clarifications, either administrative or technical must be requested in writing and directed to the City Contact for this RFP, identified above. All written questions, if answered, will be issued to all prospective proposers via e-mail notification from Planetbids.
REQUEST FOR PROPOSAL
Oral statements regarding this RFP by any persons should be considered unverified information unless confirmed in writing. To ensure a response, questions must be submitted to Planetbids before 3:00 pm local time on the date identified in the Proposal Schedule. Each Proposer is responsible for ensuring that it has received all addenda, clarifications, supplemental information and responses to questions prior to submitting a proposal.
D. Pre-Proposal Meeting
Each Proposer is requested to attend a non-mandatory pre-proposal meeting to be held on September 11, 2025, from 1 PM to 2 PM on Zoom. Failure to attend this meeting will not preclude a Proposer from submitting a proposal. Attendance at the pre-proposal meeting will ensure the Proposer understands goals of the City regarding a potential development of the Property.
E. Content and Format of Proposal
Proposals shall be concise, well organized and demonstrate qualifications and applicable experience. Proposals shall include one (1) electronic proposal submitted to Planetbids.
Proposals shall be organized, tabbed, and numbered in the order presented below. Proposals must include page numbers for all pages in the proposal.
Proposals shall be in the following order and shall include:
1. Executive Summary: Summarize the content of your proposal in a clear and concise manner.
2. Table of Contents
3. Identification of Proposer
Legal name and address of the company.
Legal form of company (partnership, corporation).
If company is a wholly owned subsidiary of a “parent company,” identify the “parent company.”
Name, title, address and telephone number of the proposed representative to contact concerning the Proposal Submittal.
California Business License Number
REQUEST FOR PROPOSAL
4. Staffing Resources
Firm Staffing and Key Personnel
(i) Provide the number of staff to be assigned to perform the development and the names/discipline/job title of each as well as your firm’s capacity to provide additional personnel as needed.
(ii) identify three (3) persons that shall be principally responsible for working with the City. Indicate the role and responsibility of each individual. If the Proposer is chosen as a finalist, these principal individuals must attend the interview and in-person presentation.
5. Fiscal Stability:
The Proposer should provide evidence of corporate stability including:
(i) A current report from any commercial credit rating service such as Dunn and Bradstreet or Experian; or
(ii) A letter from a financial institution stating a current line of credit; and (iii) Latest audited financial statement and/or annual report that has been certified by a CPA. This information will remain confidential and is not subject to public disclosure.
6. Experience and Technical Competence:
Experience
(i) The Proposer shall provide a description of how the Proposer’s experience, technical and professional skills will meet the goals and fulfill the general functions identified in this RFP.
(ii) Describe the past experience of the staff to be assigned to perform the development in carrying out similar projects.
(iii) The Proposer shall state the number of years the firm has conducted business.
Proposer must have at least four (4) years’ experience in carrying out development projects.
(iv) Provide three (3) references regarding the Proposer’s experience and performance performing similar services. Include the following information: (1) Organization/City, contact name, phone number, e-mail address; and (2) project size and description, if applicable, and description of services.
(v) Describe the Proposer’s local experience and knowledge of City.
REQUEST FOR PROPOSAL
6. Experience and Technical Competence (Cont.):
Project Specific Experience
(i) The Proposer shall provide a description of the three most relevant development contracts held within the last five years, one page per project, to include:
Role of the firm
Dollar value of the developments
Dollar value of the fee
Description of development
Staffing
Duration of construction of the development
Relationship to client
Contact name, position, entity name, telephone number, fax number and e-mail address for each project.
(ii) If any of the following has occurred, please describe in detail:
(a) Failure to enter into a contract or once selected.
(b) Withdrawal of a proposal as a result of an error.
(c) Termination or failure to complete a contract.
(d) Debarment by any municipal, county, state, federal or local agency. (e) Involvement in litigation, arbitration or mediation. Conviction of the firm or its principals for violating a state or federal antitrust law by bid or proposal rigging, collusion, or restrictive competition between bidders or proposers, or conviction of violating any other federal or state law related to bidding or professional services performance. Knowing concealment of any deficiency in the performance of a prior contract.
(f) Falsification of information or submission of deceptive or fraudulent statements in connection with a contract.
(g) Willful disregard for applicable rules, laws or regulations.
Information regarding any of the above may, at the sole discretion of the City, be deemed to indicate an unsatisfactory record of performance.
Technical Competence
(i) Description of in-house resources (i.e., computer capabilities, software applications, modem protocol, modeling programs, etc.)
(ii) Ability to draw upon multi-disciplinary staff to carry out the development requested in this RFP.
REQUEST FOR PROPOSAL
7. Proposed Method to Accomplish the Work:
Describe the technical and management approach to providing the Services to the City. Proposer should take into account the scope of the Services, goals of the City, and general functions required.
Include a draft first year schedule of tasks, milestones, and deliverables that will provide for timely provision of the Services. In reviewing the scope of Services and goals described in Exhibit “A”, the Proposer may identify additional necessary tasks and is invited to bring these to the City’s attention within the discussion of its proposed method to accomplish the work.
8. Financial Proposal: Please provide a financial proposal for the development. The financial proposal should include a preliminary financial plan for the proposed development, a project proforma and a project schedule.
9. Insurance: See page 0021 for a description of the insurance submittal requirement.
10. Litigation: Provide litigation history for any claims filed by your firm or against your firm related to the provision of Services in the last five (5) years.
11. Other Information: This section shall contain all other pertinent information regarding the following:
Demonstration of record of staffing tasks efficiently and completing projects on time and within the allocated budget.
Description of community involvement.
Description of any previous involvement with the City.
A statement that the Proposer has not conflicts of interest in connection with providing the Services.
12. Certification of Proposal: This section shall state:
“The undersigned hereby submits its proposal and, by doing so, agrees to furnish services to the City in accordance with the Request for Proposal (RFP), and to be bound by the terms and conditions of the RFP.”
13. Appendices
14. No Deviations from the RFP
In submitting a proposal in response to this RFP, Proposer is certifying that it takes no exceptions to this RFP including, but not limited to, the Agreement. If any exceptions are taken, such exceptions must be clearly noted in the proposal and may be reason for rejection of the proposal.
REQUEST FOR PROPOSAL
F. Selection Process
1. The City will evaluate proposals based on the following criteria:
C R I T E R I A
a. The Proposer is properly licensed to
practice in the State of California.
(Pass/Fail)
b. The Proposer has no conflict of interest
with regard to any other work performed
by the firm for the City. (Pass/Fail)
c. Clarity and conformance of proposal to
the RFP.
d. Development Concept and Vision
e. Proposer’s experience and
performance.
f. Team members’ experience and
performance.
g. Financial Capacity and Feasibility.
h. Comments by references.
j. History of litigation within the past 5
years. (Pass/Fail)
W E I G H T %
Fail results in Bid Disqualification
Fail results in Bid Disqualification
10%
25%
20%
15%
25%
5%
Fail results in Bid Disqualification
NOTE: A ‘fail’ designation in any Pass/Fail criterion will result in disqualification of the proposal.
REQUEST FOR PROPOSAL:SUBMITTAL CRITERIA & EVALUATION
G. Protests
1. Protest Contents: Protests based on the content of the RFP shall be submitted to the City no later than ten (10) calendar days prior to the scheduled proposal submittal deadline. If necessary, the proposal submittal deadline may be extended pending a resolution of the protest. Proposer may protest a contract award if the Proposer believes that the award was inconsistent with City policy or this RFP is not in compliance with law. A protest must be filed in writing with the City (email is not acceptable) within five (5) business days after receipt of notification of the contract award. Any protest submitted after 5 p.m. of the fifth business day after notification of the contract award will be rejected by the City as invalid and the Proposer’s failure to timely file a protest shall waive the Proposer’s right to protest the contract award. The Proposer’s protest must include supporting documentation, legal authorities in support of the grounds for the protest and the name, address and telephone number of the person representing the Proposer for purposes of the protest. Any matters not set forth in the protest shall be deemed waived.
Action by the City relative to the protest will be final and not subject to appeal or reconsideration.
The procedure and time limits set forth in this section are mandatory and are the Proposer’s sole and exclusive remedy in the event of protest. Failure to comply with these procedures shall constitute a waiver of any right to further pursue the protest, including filing a Government Code claim or legal proceedings.
2. City Review: The City will review and evaluate the basis of the protest, provided that the protest is filed in strict conformity with the foregoing. The City shall provide the Proposer submitting the protest with a written statement concurring with or denying the protest.
During the evaluation process, the City reserves the right, where it may serve the City's best interest, to request additional information or clarifications from Proposers, or to allow corrections of errors or omissions.
The City reserves the right to reject all proposals, select by proposal review only or interview as needed. Certain Proposers may be selected to make a brief presentation and oral interview after which a final selection will be made.
REQUEST FOR PROPOSAL:PROTESTS
H. Proposal Schedule
The tentative schedule is as follows:
2. City Review (Cont.): The successful Proposer will be selected on the basis of information provided in the RFP, in-person presentations, and the results of the City’s research and investigation. Upon selection of a Proposer, the City will endeavor to negotiate a mutually agreeable Agreement with the selected Proposer. In the event that the City is unable to reach agreement, the City will proceed, at its sole discretion, to negotiate with the next Proposer selected by the City. The City reserves the right to contract in the manner that most benefits the City including awarding more than one contract if desired.
After negotiating a proposed Agreement that is fair and reasonable, City staff will make the final recommendation to the City Council concerning the proposed Agreement.
REQUEST FOR PROPOSAL:SUBMITTAL REQUIREMENTS
Action Date
Release of Request for Proposal Sept. 4, 2025
Pre-Proposal Meeting via Zoom 1:00 PM - 2:00 PM on September 11, 2025. Sept. 11, 2025 Last Day to Submit Questions for Clarification received by the City before 3:00 PM Sept. 16, 2025 Clarifications Issued by the City by the end of day Sept. 22, 2025 Deadline for Receipt of Proposals submitted before 3:00 PM Oct. 9, 2025 Evaluations of Proposals Completed Oct. 2025
Interview(s) of Finalist(s) Oct. - Nov. 2025
Vendor Selection Nov. 2025
City Council Approval Nov. 2025
Vendor Award (Agreement Through Docusign) Nov. 2025
I. Submittal Requirements
1. General: It is strongly recommended that the Proposer submit proposals in the format identified in this RFP to allow the City to fully evaluate and compare the proposal. All requirements and questions in the RFP should be addressed and all requested data shall be supplied. The City reserves the right to request additional information which, in the City’s opinion, is necessary to assure that the Proposer’s competence, number of qualified employees, business organization, and financial resources are adequate to perform according to the Agreement.
2. Preparation: Proposals should be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this RFP. Responses should emphasize the Proposer’s demonstrated capability to perform the development. Expensive bindings and promotional materials, etc., are not necessary or desired.
However, technical literature that supports the approach to providing the Services and work plan should be forwarded as part of the proposal. Emphasis should be concentrated on completeness, approach to the work and clarity of proposal.
3. Site Examination: Proposers may visit the City and its physical facilities to determine the local conditions which may in any way affect the performance of the work; familiarize themselves with all federal, state and local laws, ordinances, rules, regulations, and codes affecting the performance of the work; make such investigations, as it may deem necessary for performance of the development. However, the Property will be sold on an “As-Is” basis and the City makes no warranties on the environmental or physical conditions of the Property.
4. Authorization: The proposal shall be signed by an individual, partner, officer or officers authorized to execute legal documents on behalf of the Proposer.
REQUEST FOR PROPOSAL:SUBMITTAL REQUIREMENTS
5. Confidentiality of Proposal: Pursuant to Michaelis, Montanari, & Johnson v. Superior Court (2006) 38 Cal.4th 1065, proposals submitted in response to this RFP shall be held confidential by City and shall not be subject to disclosure under the California Public Records Act (Cal.
Government Code section 6250 et seq.) until after either City and the successful Proposer have completed negotiations and entered into an Agreement or City has rejected all proposals.
All correspondence with the City including responses to this RFP shall become the exclusive property of the City and shall become public records under the California Public Records Act.
Furthermore, the City shall have no liability to the Proposer or other party as a result of any public disclosure of any proposal or the Agreement.
If a Proposer desires to exclude a portion of its proposal from disclosure under the California Public Records Act, the Proposer must mark it as such and state the specific provision in the California Public Records Act which provides the exemption as well as the factual basis for claiming the exemption.
For example, if a Proposer submits trade secret information, the Proposer must plainly mark the information as “Trade Secret” and refer to the appropriate section of the California Public Records Act which provides the exemption as well as the factual basis for claiming the exemption.
6. Submittal Instructions: Electronic PDF file format via Planetbids. Please allow time for system to process your proposal. The proposal must be received before 3:00pm local time, on or before October 9, 2025.
Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a Proposer submits is a trade secret. If a request is made for information marked “Confidential”, “Trade Secret” or “Proprietary” (“Proprietary Information”), the City will provide Proposers who submitted the information with reasonable notice to seek protection from disclosure by a court of competent jurisdiction.
REQUEST FOR PROPOSAL:SUBMITTAL REQUIREMENTS
REQUEST FOR PROPOSAL:GENERAL CONDITIONS
6. Submittal Instructions (Cont.): Proposer shall have five (5) working days after receipt of such notice to give City written notice of Proposer's objection to the City's release of Proprietary Information. Proposer shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney's fees) arising out of a legal action brought to compel the release of Proprietary Information.
Proposals which indiscriminately identify all or most of the proposal as exempt from disclosure without justification may be deemed unresponsive and disqualified from further participation in this procurement.
The City shall not be responsible for proposals that are not received on time. The City will not be responsible for and will not accept late bids due to slow internet connections, or incomplete transmissions.
J. General Conditions
1. Federal Requirements: If a federal funding source is involved with the development of the Property, the successful Proposer and its subcontractors shall be required to take cognizance of and comply with all applicable Federal Laws.
2. Amendments to RFP: The City reserves the right to amend the RFP and issue to all Proposers an addendum.
3. Amendments to Proposals: Unless specifically requested by the City, no amendment, addendum or modification shall be accepted after a proposal has been submitted to City. If a change to a proposal that has been submitted is desired, the submitted proposal must be withdrawn and the replacement proposal submitted prior to the deadline stated herein for receiving proposals.
4. Non-Responsive Proposals: A proposal may be considered non-responsive if conditional, incomplete, or if it contains alterations of form, additions not called for, or other irregularities that may constitute a material change to the proposal.
5. Costs for Preparing: The City shall not compensate any Proposer for the cost of preparing any proposal, and all materials submitted with a proposal shall become the property of the City.
The City will retain all proposals submitted and may use any idea in a proposal regardless of whether that proposal is selected.
6. Cancellation of RFP: City reserves the right to cancel this RFP at any time prior to contract award without obligation in any manner for proposal preparation, interview, fee negotiation or other marketing costs associated with this RFP.
7. No Commitment to Award: Issuance of this RFP and receipt of proposals does not commit the City to award a contract. City expressly reserves the right to postpone the proposal for its own convenience, to accept or reject any or all proposals received in response to this RFP, to negotiate with more than one Proposer concurrently, or to cancel all or part of this RFP.
8. Right to Negotiate and/or Reject Proposals: City reserves the right to negotiate any price or provision, task order or service, accept any part or all of any proposals, waive any irregularities, and to reject any and all, or parts of any and all proposals, whenever, in the sole opinion of City, such action shall serve its best interests and those of the tax-paying public. The City also reserves the right to reject any or all proposals determined to not be in the best interest of the City.
The Proposers are encouraged to submit their best prices in their proposals, and City intends to negotiate only with the Proposer(s) whose proposal most closely meets City’s requirements.
The Agreement, if any is awarded, shall go to the Proposer whose proposal best meets City’s requirements.
9. Non-Discrimination: The City does not discriminate on the basis of race, color, national origin, religion, age, ancestry, medical condition, disability or gender in consideration for an award of contract.
REQUEST FOR PROPOSAL:GENERAL CONDITIONS
Proposal Checklist
(as detailed starting on Page 20, Section E of the RFP) Technical Proposal
Executive Summary
Table of Contents
Identification of Proposer
Staff Resources (e.g., Assigned Personnel experience)
Experience and Technical Competence
Proposed Method to Accomplish the Work
Litigation History (if any)
Other information (pertinent to proposal)
Completion of other similar projects
Community Involvement (if any)
Prior projects, agreements, involvement with the City (if any) No Conflict-of-Interest Statement
Certification of Proposal
“The undersigned hereby submits its proposal and, by doing so, agrees to furnish services to the City in accordance with the Request for Proposal (RFP), and to be bound by the terms and conditions of the RFP.” Appendices
Statement of “No Deviations from RFP”
If proposer does not take any exceptions or deviations from the terms and conditions indicated in the agreement, then the proposer must indicate this information by making a statement within the proposal documents.
Fiscal Stability
Current report from any Commercial Credit Rating Service; Line of Credit; or
Financial Statement; and
CPA Audited Financial Statement
Certificate of Insurance
Submittal Instructions: Electronic PDF file format vis Planetbids by or on the date and time state in the RFP. Please allow time for system to process your proposal. The City shall not be responsible for proposals that are not received on time. The City will not be responsible for and will not accept late bids due to slow internet connection, or incomplete transmissions.
REQUEST FOR PROPOSAL:CHECKLIST
EXHIBIT A - SCOPE OF DEVELOPMENT
Overview
The City of San Bernardino (“City”) is seeking proposals from experienced and visionary development teams for the acquisition and catalytic development of the approximately 17.61- acre Arden Guthrie Site, located along Highland Avenue near key transportation corridors. This high-profile infill parcel represents a rare opportunity to deliver a transformative project that aligns with the City’s broader goals for economic development, urban revitalization, and placemaking.
Through this Request for Proposals (“RFP”), the City invites respondents to submit detailed conceptual proposals and team qualifications. The selected developer will enter into an Exclusive Negotiation Agreement (“ENA”) to define the project’s scope, address entitlement and infrastructure needs, conduct community engagement, and negotiate final deal terms for a Disposition and Development Agreement (“DDA”).
Project Goals
1.Drive Economic Growth: Catalyze private investment through the development of a high- quality commercial project that creates jobs, expands the tax base, and activates underutilized land.
2.Enhance Community and Design: Incorporate thoughtful urban design, sustainability, and public realm amenities that foster connectivity, elevate the pedestrian experience, and establish a distinctive project identity.
3.Ensure Feasibility and Impact: Deliver a financially viable, phased development with a clear path to implementation, backed by demonstrated access to capital and positioned as a regional destination.
EXHIBIT A - SCOPE OF DEVELOPMENT
Desired Development Outcome
1.Diverse Commercial Mix: Deliver a balanced program of retail, dining, service, and office uses that meet community and market needs.
2.Vibrant Placemaking: Create a cohesive site design along Highland Avenue with engaging architecture, landscaped pedestrian features, and inviting public spaces.
3.Functional & Adaptable Design: Incorporate efficient, well-integrated parking solutions and flexible site planning to ensure long-term usability and visual appeal.
Site Analysis and Feasibility
The Respondent shall perform comprehensive due diligence to determine the site’s development readiness and constraints. This includes title review, Phase I Environmental Site Assessment (ESA), geotechnical investigations, utility mapping, infrastructure capacity assessments, and market analysis. All findings must be shared with the City.
Conceptual Design Submittals
The Respondent shall prepare and submit a conceptual development plan, including site layout, proposed land uses, massing, circulation, and public improvements. Renderings or visual exhibits suitable for public display may also be required. Proposals should articulate how the concept aligns with the City’s zoning, General Plan, and urban design priorities.
Community Engagement
The Respondent may be asked to participate in public outreach sessions, presentations to City bodies, or stakeholder engagement efforts. The City values early input and encourages Respondents to demonstrate a strategy for community involvement during the predevelopment process.
Financial Planning and Team Capacity
A preliminary development pro forma shall be submitted, along with a sources and uses of funds table, financing strategy, and supporting documentation. The Respondent must demonstrate access to equity and debt capital, identify all key members of the development team, and describe each party’s experience and role.
EXHIBIT A - SCOPE OF DEVELOPMENT
Entitlements and CEQA Readiness
The Respondent will be responsible for initiating all required entitlements, including any Site Plan Reviews and Entitlements as applicable. The project must comply with the California Environmental Quality Act (CEQA). While the City will act as Lead Agency, the Respondent must fund and initiate all required studies and applications.
Preliminary Schedule and Phasing Plan
The Respondent should propose a timeline with major milestones, including anticipated dates for entitlements, CEQA clearance, financing, and groundbreaking. If a phased development approach is proposed, the plan should clarify sequencing and logic.
Final Terms to Be Set in DDA
Upon satisfactory performance during the ENA period, the City and Respondent will negotiate a Disposition and Development Agreement (“DDA”), which shall memorialize:
Final project scope and land use program
Purchase price and terms of conveyance
Phasing and development schedule
Conditions precedent to closing (e.g., CEQA clearance, financing) Performance security, remedies, and reporting obligations Requirements for construction commencement and completion The DDA is subject to approval by the San Bernardino City Council, the Successor Agency, the Countywide Oversight Board, and the California Department of Finance as required under Redevelopment Dissolution Law. No property rights or site control will be conferred until the DDA is fully executed and all approvals obtained.
Cost Responsibility
All costs associated with due diligence, entitlement processing, CEQA review, architectural planning, legal counsel, and DDA negotiation are the sole responsibility of the selected Respondent. The City will coordinate internal reviews and act as the CEQA Lead Agency but will not provide direct funding or reimbursements during the ENA period.
EXHIBIT B - EXCLUSIVE RIGHT TONEGOTIATE AGREEMENT
55600.00802\40188838.5
1 CITY OF SAN BERNARDINO
EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT
(ARDEN GUTHRIE)
This EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT (ARDEN GUTHRIE) is dated as of __________, 2025 (this “Agreement”), and is entered into by and between the CITY OF SAN BERNARDINO, a California municipal corporation (the “ City”) and XXX, a XXX company (“Developer”).
RECITALS
A. The City desires to encourage and effectuate the development of certain real property located within the area commonly referred to as the North Arden Guthrie Area of the City of San Bernardino and comprising approximately 17.43 acres, generally bounded by Highland Avenue, Arden Avenue, 20th Street and Guthrie Avenue that is depicted on the “Map” attached hereto as Exhibit “A” and is legally described on Exhibit “B” attached hereto (the “Property”); and B. The City is the fee owner of the Property; and
C. The Property is generally vacant land with all building structures and infrastructure having been demolished; and
D. On June 16, 2021, the City Council of the City of San Bernardino (the “City adopted Resolution No. 2021 -150, which, among other things, declared the Property surplus, pursuant to section 54221 of the Surplus Land Act (Government Code section 54220 et seq.) (the “Act”); and E. On or about January 18, 2022, the California Department of Housing and Community Development (“HCD”) issued a letter to the City determining that the City had met “all the requirements under the [Act] for the purposes of disposing of [the Property]” and “is permitted to proceed with the sale of” the Property outside of the Act; and F. As a condition of the City’s disposition of the Property outside of the Act, the City must, prior to disposition, record on title to the Property a restrictive covenant ensuring that if ten (10) or more residential units are ever developed on the Property, not less than 15 percent (15%) of the total number of those units must be sold or rented at an affordable cost or affordable rent to lower income households – all as defined in the Health and Safety Code; and G. The Developer and City contemplate a retail center, including sit-down restaurants or such other commercial uses as may be agreed upon by the Developer and City (the “Project”); and H. The Developer proposes acquiring the Property for fair market value and developing the Project pursuant to a disposition and development agreement or some other definitive agreement (“DDA”), which will include compliance with that certain Contract for Loan Guarantee Assistance Under Section 108 of the Housing and Community Development Act of 1974, as Amended 42 U.S.C. § 5308, by and between the City and the U.S. Department of Housing and Urban Development (“HUD”), dated September 13, 2006, and approved by the City Council on July 27, 2006 by Resolution No. 2006-271 (the “HUD Contract”), a copy of which has been provided to the Developer, and under 2 which, among other things, the City (as subrecipient) is obligated to repay a $7.5 million loan from HUD to the City in annual principal installments through 2025; and I. In connection with the preparation of the DDA and prior to consideration of the approval of such DDA, the City will prepare and circulate, or cause the preparation and circulation of an initial study (the “Initial Study”) in accordance with the California Env ironmental Quality Act of 1970 (as amended, “CEQA”); and
J. Based upon information furnished by the Developer to the City, together with further investigations conducted by the City, the Developer is qualified to assist the City in undertaking economically sustainable commercial development on the Property, which will include the planning for and development of a specific study, and the evaluation and planning by the Developer and the City of appropriate and feasible development alternatives.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND
PROMISES SET FORTH HEREIN, THE DEVELOPER AND THE CITY HEREBY AGREE, AS FOLLOWS:
The Negotiation Period; Term of Agreement; Options to Extend. a. The rights and duties of the parties established by this Agreement shall commence on the date that the parties each execute this Agreement ( the “Effective Date”) . This Agreement will continue in effect for six (6) months from the Effective Date , at which time th is Agreement shall automatically terminate, unless the parties (prior to the expiration of such 6-month period) mutually extend the Exclusivity Period in a writing signed by both parties. b. The parties shall , at the sole discretion of the City Manager, be entitled to extend the initial 6-month period two (2) times for a period of three (3) months each time – i.e., for a total time period of twelve (12) months from the Effective Date . The time period during which this Agreement shall be in effect (including any extensions of time approved by the City Manager) shall be referred to as the “Negotiation Period.”
Developer Acknowledgments.
a. The Developer hereby acknowledges and agrees that no provision of this Agreement shall be deemed to be an offer by the City or an acceptance by the City of any offer or proposal from the Developer to convey any interest in the Property to the Developer . Any studies relating to the Property that may hereafter be undertaken by the Developer, in its sole discretion, shall be the sole responsibility of the Developer and shall not be deemed to be undertaken for the benefit of the City.
b. The qualifications and identity of the Developer are of particular concern to the City. The City has relied on these qualifications and identity in entering into this Agreement with the Developer. During the term of this Agreement, no voluntary or involuntary successor-in-interest of the Developer shall acquire any right or power under this Agreement . The Developer shall not assign all or any part of this Agreement or any rights hereunder, without the prior written approval of the City Manager, which approval may be granted, withheld, or conditioned in the sole and absolute discretion of the City Manager. Reference herein to the “City Manager” of the City shall refer to the City Manager or the City Manager’s designee. Notwithstanding the foregoing, the Developer shall have the right to 3 assign this Agreement and its rights hereunder to an entity, which controls, is controlled by, or is under common control with the Developer or its principals, members, or affiliates. c. The Developer shall promptly notify the City in writing of any and all changes whatsoever to the identity of the business entities and individuals in control of the Developer, as well as any and all material changes in the interest or the degree of control of the Developer by any such party, of which information the Developer or any of its partners or officers have been notified or may otherwise have knowledge or information. Upon the occurrence of any material change in interest or control, whether voluntary or involuntary, in membership, ownership, management or control of the Developer (other than such changes occasioned by the death or incapacity of any individual) unless approved in writing , in advance, by the City Manager, the City may terminate this Agreement by serving written notice of such termination on the Developer referencing this Section.
Deposit. On or before the Effective Date, the Developer shall deposit with the City the all-cash sum of Twenty-Five Thousand Dollars ($25,000) (“Deposit”), which amount shall be retained by the City for use by the City to cover its actual costs and direct third party costs in connection with the implementation of this Agreement , including negotiation and drafting of the DDA (“City Costs”).
Upon request by the Developer, t he City shall provide Developer with a written report /update of the City Costs. In the event that a DDA is not entered into by the parties , the City shall return to the Developer any portion of the Deposit not used for City Costs. In the event that a DDA is entered into, any portion of the Deposit not used for City Costs shall be applied to the purchase price of the Property.
Exclusive Agreement to Negotiate.
a. Required Actions.
(1) Within thirty (30) days of the Effective Date the Developer shall submit a feasibility study identifying potential uses of the Property including, without limitation, retail and/or hospitality.
(2) Within ninety (90) days from the Effective Date, Developer shall submit to the City a “Preliminary Development Concept Package,” consisting of the following:
(a) A development proposal generally describing the anticipated use:
(i) if retail, a list of prospective tenants;
(ii) if hospitality, a list of potential hotels and brands. (b) Identification of the architect proposed to be used by the Developer; (c) Proposed site plan;
(d) A statement describing the proposed method of financing, including construction and permanent financing and identity of the person(s) or companies providing debt financing or equity.
(e) A list of financial references;
4 (f) A comprehensive construction and operating pro forma which identifies all sources and uses of funds for the construction and operation of the Project;
(g) A schedule of performance.
(3) Within one hundred twenty (120) days of the Effective Date, Developer shall submit to the City a “Final Development Concept Package,” consisting of the following:
(a) Updated information, current as of the date of submittal of the Final Development Concept Package, as to each and every item set forth under the heading “Preliminary Development Concept Package” and addressing such other and additional matters as may arise during negotiations;
(i) If retail, specific tenants, including letters of interest; (ii) If hospitality, specific brands, including written tentative commitments from hotel chains.
(iii) Proposed final identification of sources of financing, with a description of the terms and conditions of such financing; (iv) A schedule of performance.
(4) The Developer shall bear all cost for its performance under this Agreement. (5) The City and the Developer will continue to negotiate toward the execution of a DDA within the Negotiation Period for the disposition, use and development of the Property. During the term of this Agreement, the City will negotiate exclusively with Developer, except as to potential users, concerning disposition, use, and development of the Property . If a DDA is signed, it shall supersede this Agreement.
(a) Agreement to Negotiate . The City (by and through its staff and consultants) and Developer agree that for the term of the Negotiation Period (whether said period expires or is earlier terminated by the provisions herein) , each party shall negotiate diligently and in good faith to carry out its obligations under this Agreement. The Developer acknowledges that the City holds title to the Property. The Developer expressly agrees and acknowledges that its rights pursuant to this Agreement are subject to and base d upon compliance by the Developer with this Agreement , including without limitation the making of all submittals required pursuant to this Agreement, in conformity with this Agreement.
(b) Supplemental Progress Reports. In addition to the information required in Section 4.a above, for so long as this Agreement remains in effect Developer agrees to provide monthly written reports, or as often as reasonably requested, to the Agency Director of Community, Housing, and Economic Development advising the City on all matters and all studies being made.
No Predetermination of City Discretion. The Parties agree and acknowledge that nothing in this Agreement in any respect does or shall be construed to affect or prejudge the exercise of the discretion of the City. The Developer acknowledges in this regard that the feasibility of the Developer’s 5 proposal has not been finally determined, and further that, at the discretion of the City, an environmental review will be prepared and circulated for comment by the City, in connection with the consideration of the DDA. Further, nothing in this Agreement in any respect does or shall be construed to affect or prejudge the City’s discretion to consider, negotiate, or undertake the acquisition and/or development of any portion of the Property, or shall affect the City’s compliance with the laws, rules, and regulations governing land uses, environmental review, or disposition of the Property.
Environmental and Other Requirements . Certain state and local environmental requirements (including, but without limitation, the California Environmental Quality Act of 1970, Public Resources Code Section 21000, et seq.) may be applicable to the Pro ject. Pursuant to such requirements, certain environmental documents may be required to be prepared and certified for the Project. The City, by this Agreement, undertakes no obligation to pay any costs associated with such environmental documents or to supply dat a and information both to determine the impact of the development on the environment and to assist in the preparation of any necessary environmental documents.
Costs and Expenses . Except as otherwise provided in this Agreement, 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 Agreement.
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 Property, 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 Property.
Address for Notices. Any notices pursuant to this Agreement shall be in writing and sent (i) by Federal Express (or other established express delivery service which maintains delivery records), (ii) by hand delivery, or (iii) by certified or registered mail, postage prepaid, r eturn receipt requested, to the following addresses:
To City: CITY OF SAN BERNARDINO
290 North D Street
San Bernardino, CA 92401
Attention: Director of Economic Development
cc: Sonia R. Carvalho, Esq.
City Attorney, City of San Bernardino
BEST BEST & KRIEGER LLP
18101 Von Karman Ave.
Suite 1000
Irvine, CA 92612
To Developer: XXX
Attention: XXX
XXX
XXX
6 Default. Failure by either party to perform any of its duties as provided in this Agreement shall constitute an event of default under this Agreement. The non-defaulting party shall give written notice of a default to the defaulting party, specifying the nature of the default and the action required to cure the default.
Remedies for Breach of Agreement . In the event of a default that remains uncured for ten (10) business days, the sole remedy of the non -defaulting party shall be to terminate this Agreement .
Following such termination, neither party shall have any further rights, remedies or obligations under this Agreement. Neither party shall have any liability to the other for monetary damages or specific performance for the breach of this Agreement, or failure to reach agreement on a DDA, and each party hereby waives and releases any such rights or claims it may otherwise have at law or at equity .
Furthermore, the Developer knowingly agrees that it shal l have no right to specific performance for conveyance of, nor to claim any right of title or interest in the Property or any portion thereof.
Termination. This Agreement shall: (i) automatically terminate at the time(s) set forth in Section 1 above, and (ii) terminate prior to the time(s) set forth in Section 1 above in the event the Developer shall fail to perform its obligations hereunder to the reasonable satisfaction of the City Manager; provided that prior to termination, the City shall provide the Developer with notice of the failures and provide ten (10) business days in which to cure , if such failures are curable . In addition, the parties agree that if either party shall determine that it is infeasible to proceed with the disposition and development of the Property as contemplated hereunder, either party may, upon ten (10) business days’ written notice to the other party, terminate this Agreement. Upon termination of this Agreement, whether upon expiration of the Negotiation Period or otherwise, both Parties knowingly agree that neither Party shall have any further rights or remedies as to the other and the Developer shall have no rights in respect to the Property.
Time of Essence. Time is of the essence of every portion of this Agreement in which time is a material part . During the Negotiation Period the time periods set forth in this Agreement for the performance 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 City’s obligations of review, approval and/or performance hereunder; provided, however, that the City 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 City’s action on the particular item in question . Further, the time periods set forth herein are outside dates of performance.
Real Estate Commissions . The City shall not be liable for any real estate commission or brokerage fees which may arise with respect to this Agreement or the Property.
Developer Not an Agent. The Developer is not an agent of the City.
Press Releases. The Developer agrees not to issue any press releases about this Agreement or the Property without the express written approval of the City Manager or his/her designee.
Entire Agreement ; Modifications; Waiver . This Agreement constitutes 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 , written or oral, between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. 7 Any amendment, modification, or waiver of this Agreement or any part hereof shall not be effective unless in writing and signed by both parties and shall be subject to Section 21.
Agreement Does Not Constitute Development Approval. The City reserves final discretion and approval as to any DDA and all proceedings and decisions in connection therewith . This Agreement shall not be construed as a grant of development rights, interest in the Property, or land use entitlements to construct the Project or any other project. All design, architectural, and building plans for the Project shall be subject to the review and approval of the City. By its execution of this Agreement, the City is not committing itself to or agreeing to undertake the disposition or development of the Property or other real property to the Developer, or any other acts or activities requiring the subsequent independent exercise of discretion by the City, or any agency or department thereof.
Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of California , and venue for any action initiated by a party to interpret or enforce this Agreement shall lie exclusively in the state and federal courts in the County of San Bernardino.
Attorneys’ Fees. Each party shall be responsible for payment of its own attorneys’ fees and expenses with respect to negotiation and preparation of this Agreement. In the event any action is brought to enforce or interpret any of the provisions of this Agreement, the pre vailing party in such action or proceeding, shall be entitled to have and recover its reasonable attorneys’ fees and expenses.
Implementation of Agreement . The City shall maintain authority to implement this Agreement through the City Manager . The City Manager shall have the authority to issue interpretations, waive provisions, and/or enter into certain amendments of this Agreement on behalf of the City so long as such actions do not materially or substantially add to the costs or risks incurred or to be incurred by the City as specified herein, and such interpretations, waivers and/or amendments may include extensions of time to perform , subject to Section 1 herein . All other material and/or substantive interpretations, waivers, or amendments shall require the c ollective consideration, action and written consent of the governing board of the City.
Counterparts. This Agreement may be signed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. [Signatures on Following Page]
8 NOW THEREFORE, the Parties have executed this Negotiation Agreement as of the date first set forth above.
CITY:
CITY OF SAN BERNARDINO,
a California municipal corporation
By:
Eric Levitt, City Manager
Date:
ATTEST:
Genoveva Rocha, Secretary
Date:
APPROVED AS TO FORM:
Sonia R. Carvalho, General Counsel
BEST BEST & KRIEGER LLP
XXX
By:
XXX
Date: