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REDEVELOPMENT
DISPOSITION AND DEVELOPMENT AGREEMENT
(B-2 Enterprises)
1 . PARTIES AND DATE.
1 .1 THIS AGREEMENT is entered into as of the ] th day
of U 1957, by and between the REDEVELOPMENT AGENCY OF THE
CITY OF REDL"ANDS (the "Agency" ) and.. B-Z ENTERPRISES, a general
partnership (collectively the "Redeveloper" )_.
2. RECITALS.
2 . 1 The City Council, of the City of Redlands (the
"City") has established the Agency and has approved and adopted a..
Redevelopment Plan ( the "Redevelopment Plan" ) for a redevelopment
project known as the Redlands Redevelopment Project ( the
"Project" or "Project Area.." ) by its adoption of Ordinance
No. 1500 on September 26, 1972, pursuant to the provisions of
Sections 33000, et seq. of the California Health & Safety Code
(the "California Community Redevelopment Law" ) .
22 Agency is undertaking a program; under the
California Community Redevelopment- Law (Health & Safety Code
Section 33000 et sed. ) for the redevelopment, replanning and
redesign of blighted areas within the Project with stagnant,
improperlyutilized and unproductive land which requires
redevelopment in the interest of health, safety, morals and
general welfare of the people of the City.
2.3 Agency is desirous of carrying out the
Redevelopment Plan for the Project by providing for the
disposition and development of a commercial building to be used
for office, commercial and light industrial purposes, parking and
related improvements on certain real property within the Project
Area (hereinafter referred to as the "Site'" ) The Agency has
determined that the development of the Site for such commercial
related purposes by the Redeveloper , Agency or others pursuant to
the terms and conditions of this Agreement is in the best
interests of the taxpayers and residents of the City and will
otherwise promote the public health, safety, morals and general
welfare of City residents and is in accordance with federal ,
state and local lags and regulations.
3. TERMS OF AGREEMENT
3 . 1 Public Purpose of This Agreement . The purpose of
this Agreement is to implement the Redevelopment Plan for the
;Project by providing for the disposition and development of the
Site as a, commercial building and related improvements, all of
which are to be included within the boundaries of the Protect
Area.
The development of the Site as a commercial building
pursuant to this Agreement is in the best interests of the City
and the health, safety, morals and welfare of its taxpayers and
residents and in accordance with the public purposes of federal ,
state and local laws and regulations . Implementation of this
Agreement will further the goals and objectives of the
Redevelopment Plan and City ' s General Plan by strengthening the
City' s commercial uses and providing a catalyst for additional
private investment in the Project Area and increased public use
of and access to additional commercial facilities .
3. 2 Redlands Redevelopment Plan. This Agreement is
subject to the provisions of the Redevelopment Plan which was
approved and adopted by the City Council of the City of Redlands
on September 26, 1972, by Ordinance No. 1500, and amended by
Ordinance No. 1575 on February 17, 1976 . The Redevelopment Plan,
as it now exists and as it may be subsequently amended pursuant
to Section 9 . 3 hereof, is incorporated herein and made a part
hereof by reference.
Any amendment hereafter to the Redevelopment Plan (as so
approved and adopted) which changes the use or development
permitted on the Site as proposed in this Agreement, or otherwise
changes the restrictions or controls that apply to the Site or
otherwise affect the Redeveloper ' s obligations or rights with
respect to the Site, shall require the written consent of the
Redeveloper . Amendments to the Plan applying to other property
in the Downtown Redevelopment Project area shall not require the
consent of the Redeveloper .
3 . 3 The Redevelopment Project Area. The Redevelopment
Project Area is located in a downtown portion of the City of
Redlands, California, and the Project ' s boundaries are
specifically described in the Redevelopment Plan of the City for
the Project Area.
3. 4 The Site, The Site includes that portion of the
Project Area commonly known as 327 and 401 E. Stuart Avenue,
Redlands, California. The Site is shown on the Site map,
attached and incorporated herein as Exhibit "A" , and is more
particularly described in the legal description, attached and
incorporated herein as Exhibit "B" . The Site is comprised of two
( 2 ) parcels intersected by a dedicated alley-way which separates
the two ( 2) parcels . The two ( 2) parcels are owned by the Agency
and the alley-way is to be vacated. Subject to the terms of this
Agreement and upon vacation of the alley-way by the City of
Redlands, the Site is to be transferred by the Agency to the
Redeveloper for development by the Redeveloper pursuant to the
terms of this Agreement.
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3 . 5 ?parties to This A reement .
3. 5 . 1 The Agency. The agency is a public body,
corporate and politic, exercising governmental functions and
powers, and organized and existing under the Community
Redevelopment law of the State of California (Health and Safety
Cade Section 33000 et seq.
The offices of the Agency are located at Redlands
Plaza, Suite 202, Redlands, California_ 92373 , Attention.
Executive Director .
"Agency, " as used in this Agreement, includes the
Redlands Redevelopment Agency of the City of Redlands and any
assignee of or successor to its rights, powers and
responsibilities,
3 . 5. 2 The Redeveloper . B-Z Enterprises, a general
partnership, collectively are the Redeveloper . The principal,
office of the Redeveloper for purposes of this Agreement is:
1615 Gest Fern Avenue, Redlands, California 32373 .
Notwithstanding any other provisions hereof, all of
the terms, covenants and conditions of this Agreement shall be
binding on and shall inure to the benefit of the Redeveloper and.
the permitted successors and assigns of the Redeveloper according
to their terms and application.
Wherever the term "Redeveloper" is used herein,
such term shall include any permitted nominee, assignee or
successor-in-interest as herein provided_.
The qualifications and identity of the Redeveloper
are of particular concern to the City and the Agency, and it is
because of such qualifications and identity that the Agency has
entered into this Agreement with the Redeveloper . No voluntary
or involuntary successor-in-interest of the Redeveloper shall
acquire any rights or powers under this Agreement except as
expressly set forth herein. Except as otherwise expressly set
forth herein, the Redeveloper shall not assign all or any part of
this Agreement without the prior written approval of the ;Agency.
4. DISPOSITION OF THE SITE.
4 . 1 Vacation and Reversion Acreage. Within the time
set forth in the Schedule of Performance (Exhibit "C" ) , the
Agency shall use its best efforts to cause the City to formally
abandon and vacate the dedicated alley-way on the Site, and shall
process and complete a reversion to Acreage or other appropriate
subdivision of the Site making the Site a single, legal parcel. .
The Redeveloper shall cooperate with the Agency and shall sign
all applications, maps or other appropriate documentation`
necessary to vacate the alley-gray and to subdivide the Site as
set forth herein. The Agency shall reimburse the Redeveloper
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through escrow for fees and application costs incurred by the
Redeveloper in connection with processing the vacation and
reversion to acreage. In addition, in the event that this
Agreement is terminated and the Site is not transferred to the
Redeveloper as required herein, due to no fault of the
Redeveloper , the Agency shall reimburse the Redeveloper for all
fees and applications costs paid by the Redeveloper to the City
in connection with the processing of the vacation of the alley-
way and the reversion to acreage as herein described.
4 . 2 Sale of the Site . In accordance with and subject
to all the terms, covenants and conditions of this Agreement , the
Agency agrees to sell the Site to the Redeveloper ( in the names
of B-Z Enterprises, a general partnership, or its approved
assignee under Section 5. 16 hereof) within the time established
in the Schedule of Performance, attached hereto as Exhibit "C'I ,
and the Redeveloper agrees to purchase the Site from the
Agency. The purchase price to be paid by the Redeveloper to the
Agency for the Site shall be the approximate sum of Sixty
Thousand Five Hundred Thirteen Dollars and Fifty Cents
( $60,513. 50) . The actual purchase price shall be adjusted prior
to the close of escrow, as provided in Section 4.8 of this
Agreement, to reflect the actual square footage of the Site, as
determined by the Agency and the Redeveloper, in an amount equal
to $3 .70 per square foot . The exact square footage amount shall
be provided to the escrow described in Section 4. 3 below in the
form of a document acknowledged by the Agency and the
Redeveloper, with the certification of a licensed land surveyor
or registered civil engineer to be attached. The Redeveloper
shall pay the purchase price fore the Site to the Agency as
follows: Redeveloper shall deposit in the escrow described in
Section 4 . 3 of this Agreement as a down payment to be held in
escrow the cash sum of Two Thousand Five Hundred Dollars
($2,500 . 00) . Prior to close of escrow, the Redeveloper shall
deposit an additional cash sum in an amount equal to the
difference between the down payment and twenty-five percent ( 25% )
of the actual purchase price of the Site. The balance of the
purchase shall be paid in the form of a Promissory Note ( the
"Note" ) in favor of the Agency in the estimated amount of Forty-
Five Thousand Three Hundred Eighty-Three Dollars and Fifty-Cents
($45, 383 . 50 ) and conditions of the Note shall be substantially
the same form as that attached hereto as Exhibit "G" . The Note
shall be secured by a Deed of Trust ( the "Trust Deed" ) in
substantially the same form as that attached hereto as Exhibit
"H" . The Note shall be delivered to the Agency at close of
escrow and the Deed of Trust shall be recorded against the Site
at close of escrow.
Additional consideration for the above described sale by
the Agency to the Redeveloper shall be the undertakings of the
Redeveloper under this Agreement, including the redevelopment ,
operation and maintenance of a commercial building and
appurtenant parking facilities to be developed on the Site in
accordance, with this Agreement , The Agency has found and
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determined that the value of such consideration equals or exceeds
the fair value of the interests being conveyed in the Site.
4. 3 Escrow. The Agency agrees to open an escrow for
the conveyance of the Site with Redlands Escrow Incorporated, or
any other escrow company approved by the Agency and the
Redeveloper , as escrow agent (the "Escrow Agent" ) , within the
time established in the Schedule of Performance (Exhibit C) .
This Agreement constitutes the joint escrow instructions of the
Agency and the Redeveloper , and a duplicate original of this
Agreement shall be delivered to the Escrow Agent upon the opening
of escrow. The Agency and the Redeveloper shall provide such
additional escrow instructions as shall be necessary and
consistent with this Agreement . The Escrow Agent is authorized
to act under this Agreement, and upon indicating its acceptance
of the provisions of this Section 4 . 3 in writing, delivered to
the Agency and to the Redeveloper within five ( 5) days after the
opening of escrow, shall carry out its duties as Escrow Agent
hereunder.
The Redeveloper shall deposit into the escrow to the
Escrow Agent at the opening of escrow the cash down payment and
thereafter shall deposit the Note secured by Trust Deed required
for the Purchase Price described in Section 4. 2 of this
Agreement, and shall pay in escrow to the Escrow Agent the
following fees, charges and costs promptly after the Escrow Agent
has notified the Redeveloper of the amount of such fees, charges
and costs, but not later than three ( 3) days and not earlier than
ten ( 10) days prior to the scheduled date for the close of
escrow:
1. The premiums for the title insurance policies
or special endorsements to be paid by the Red8veloper as set
forth in Section 4 . 9 of this Agreement; and
2. Any state, county or City documentary or
transfer tax .
The Agency shall timely and properly execute, acknowl-
edge and deliver a deed conveying to Redeveloper title to the
Site in accordance with the requirements of Section 4. 5 of this
Agreement.
The Agency shall pay in escrow to the Escrow Agent the
following fees, charges and costs promptly after the Escrow Agent
has notified the Agency of the amount of such fees , charges and
costs, but not earlier than ten ( 10) days prior to the scheduled
date for the close of escrow:
1 . Except as otherwise provided herein, costs
necessary to place the title to the Site in the condition for
conveyance required by the provisions of this Agreement;
2 . The escrow fee;
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. Recording fees;
4. Notary fees;
5 . Ad valorem taxes, if any, upon the Site for
any time prior to conveyance of title, and
d. The portion of the premium- for the title
insurance policy to be paid by the Agency as set forth in
Section 4 .9 of this Agreement.
Upon delivery of a deed to the Escrow Agent by the
Agency pursuant to Section 4 . 7 of this Agreement, the Escrow
Agent shall record such deed when title to the Site can be vested
in the Redeveloper in accordance with the terms and provisions of
this Agreement. The Escrow Agent shall buy, affix and cancel any
transfer stamps required by law, and pair any transfer tax
required by law. any insurance policies governing the Site are
not to be transferred.
The Escrow Agent is authorized to
1 , pay and charge the Agency and the Redeveloper,
respectively, for any fees, charges and costs payable under this
Section 4.3 of this Agreement. Before such payments are made,
the Escrow Agent shall notify the Agency and the Redeveloper of
the fees, charges and costs necessary to clear title and close
the escrow;
2<. Disburse funds and deliver the deed,
Promissory tote and other documents to the parties entitled
thereto when the conditions of this escrow have been fulfilled by
the Agency and the Redeveloper . Such funds; and documents shall
not be disbursed and delivered- by the Escrow Agent unless and
until it has recorded the grant deed to the Site and has
delivered to the Redeveloper a title insurance policy insuring
title and conforming to the requirements of Section 4. 9 of this
Agreement ; and
3 . Record any instruments delivered through this
escrow, if necessary or proper, to vest title in the Redeveloper
in accordance with the teras and provisions of this Agreement .
All funds received in this escrow shall be deposited by
the Escrow Agent with other escrow funds of the Escrow Agent in
general escrow account or accounts with any state or national
bank doing business in the State of California . Such funds may
be transferred to any other such general escrow account or
accounts. All disbursements shall be made on the basis of a 30-
day month
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If this escrow is not in condition to close before the
time for conveyance established in Section 4 . 4 of this Agreement,
either party who then shall have fully performed the acts to be
performed before the conveyance of title may, in writing,
terminate this Agreement in the manner set forth in Section 7 . 3 . 1
or 7. 3 . 2 hereof, as the case may be, and demand the return of its
money, papers or documents. Thereupon all obligations and
liabilities of the parties under this Agreement shall cease and
terminate in the manner set forth in Section 7 . 3 . 1 or 7 . 3 . 2
hereof, as the case may be . If neither the Agency nor the
Redeveloper shall have fully performed the acts to be performed
before the time for conveyance established in Section 4.3 , no
termination or demand for return shall be recognized until ten
( 10 ) days after the Escrow Agent shall have mailed copies of such
demand to the other party or parties at the address of its or
their principal place or places of business . If any objections
are raised within the ten-day period, the Escrow Agent= is
authorized to hold all money, papers and documents with respect
to the Site until instructed in writing by both the Agency and
the Redeveloper or upon failure thereof by a court of competent
jurisdiction. If no such demands are made, the escrow shall be
closed as soon as possible. Nothing in this Section 4 . 3 shall be
construed to impair or affect the rights or obligations of the
Agency or the Redeveloper to specific performance.
Any amendment of these escrow instructions shall be in
writing and signed by both the Agency and the Redeveloper . At
the time of any amendment , the Escrow Agent shall agree to carry
out its duties as Escrow Agent under such amendment .
All communications from the Escrow Agent to the Agency
or the Redeveloper shall be directed to the addressees and in the
manner established in Section 8 . 1 of this Agreement for notices ,
demands and communications between the Agency and the
Redeveloper.
The liability of the Escrow Agent under this Agreement
is limited to performance of the obligations imposed upon it
under Sections 4. 3 to 4 . 9, both inclusive, of this Agreement.
Neither the Agency nor the Redeveloper shall be liable
for any real estate commissions or brokerage fees which may arise
herefrom.
4.4 Conveyance of Title and Delivery of Possession.
Subject to any mutually agreed upon extensions of time conveyance
to the Redeveloper of title to the Site ( in the condition
provided in Section 4 . 6 of this Agreement ) shall be completed on
or prior to the date specified in the> Schedule of Performance
(Exhibit C) . The Agency and the Redeveloper agree to perform all
acts necessary to convey title in sufficient time for title to be
conveyed in accordance with the foregoing provisions .
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Possession of the Site shall be delivered to the
Redeveloper concurrently with the conveyance of title, except
that limited access may be permitted before conveyance of title
as permitted in Sections 4 . 14 and 4. 15 of this Agreement .
The Redeveloper shall accept title and possession on or
before the date established therefor in this Section 4. 4 .
4. 5 Form of Deed . The Agency shall convey title to the
Site to the Redeveloper in the condition provided in Section 4 . 6
of this Agreement by Grant Deed to the Redeveloper in a form to
be mutually approved by the parties, satisfactory to the title
insurance company which will insure the title thereto, consistent
with the terms of this Agreement, and substantially in the form
set forth as Exhibit "F" attached and incorporated herein.
4.6 Condition of Title. The Agency shall convey to the
Redeveloper fee simple merchantable title to the Site free and
clear of all recorded liens, encumbrances, covenants ,
assessments, easements , leases and taxes, except as are set forth
in the "Approved Title Exceptions, " to be mutually approved by
the parties prior to the conveyance of the Site to 'the
Redeveloper and attached and incorporated herein as Exhibit
"F" . The Agency shall provide the Redeveloper with a preliminary
title report for the Site including copies of the documents
evidencing the exceptions to the title referenced in such
preliminary title report , not later than fifteen ( 15) days prior
to the time set forth in the Schedule of Performance (Exhibit C)
for conveyance of the Site The Redeveloper shall review the
title report and make any responses thereto within five ( 5) days
after the receipt of such preliminary title report. If the
Redeveloper does not respond within said period any title
exceptions shall be deemed acceptable to the Redeveloper .
4.7 Time For and Place of Delivery of Deed. Subject to
any mutually agreed upon extension of time, the Agency shall
deposit the Grant Deed for the Site with the Escrow Agent on or
before the date established for the conveyance of the Site in the
Schedule of Performance (Exhibit C) .
4. 8 Close of Escrow and Recordation of Grant Deed. The
Escrow Agent shall notify the Redeveloper in writing that the
Grant Deed, properly executed and acknowledged by the Agency, has
been delivered to the Escrow Agent and that title is in the
condition to be conveyed in conformity with the provisions of
Section 4 .6 of this Agreement . The Redeveloper shall thereafter
immediately deposit the Note and Deed of Trust for the Site with
the Escrow Agent . Upon the close of escrow, the Escrow Agent
shall file the Grant Deed for recordation among the land records
in the Office of the County Recorder for San Bernardino County
shall deliver to the Redeveloper a title insurance policy
insuring title in conformity with Section 4 . 9 of this Agreement
and to the Agency a title insurance policy insuring the priority
of the Agency' s lien in conformity with Section 4 . 9 of this
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Agreement and thereafter shall deliver the Purchase Price to the
Agency.
4 .9 Title Insurance. Concurrently with recordation of
the Grant Deed, First American Title Insurance Company, or some
other title insurance company satisfactory to the Agency and the
Redeveloper (the "Title Company" ) , shall provide and deliver to
the Redeveloper a title insurance policy issued by the Title
Company insuring that title is vested in the Redeveloper in the
condition required by Section 4 . 6 of this Agreement. The Title
Company shall provide the Agency with a copy of the title
insurance policy, and the title insurance policy shall be in an
amount equal to the Purchase Price of the Site or in such greater
amount as the Redeveloper may specify as hereinafter provided.
Concurrently with the recording the Grant Deed conveying
title to the Site, the Title Company shall, if requested by the
Redeveloper, provide the Redeveloper with an endorsement to
insure the amount of the Redeveloper ' s estimated development
costs of the improvements to be constructed upon the Site.
The Agency shall pay only for that portion of title
insurance premiums attributable to a C.L.T.A. joint protection
standard policy of title insurance for the Site in the amount of
the Purchase Price. The Redeveloper, if it desires any addi-
tional title insurance shall pay for all additional premiums and
for any extended coverage or special endorsements .
4. 10 Taxes and Assessments. Ad valorem taxes and
assessments, if any, on the Site, and taxes upon this Agreement
or any rights hereunder, levied, assessed or imposed for any
period commencing prior to conveyance of title shall be borne by
the Agency. All ad valorem taxes and assessments levied or
imposed for any period commencing after the close of escrow shall
be paid by the Redeveloper .
4 .11 Conveyance Free of Possession. Except as may be
otherwise provided in the "Scope of Development" attached hereto
as Exhibit "D" and incorporated herein by reference, the Site
shall be conveyed free of any possession or right of possession
by any person except that of the Redeveloper and the easements of
record as shown on the Approved Title Exceptions (Exhibit "F" ) .
4 . 12 Zoning of the Site. The Agency (at ' its sole cost
and expense) shall insure that the zoning for the Site is such as
to permit the development , construction, use, operation and
maintenance of the improvements specified in the Scope of
Development (Exhibit "D" ) and this Agreement to be developed and
constructed thereon.
4. 13 CEA Requirements . Any necessary environmental
assessments shall be prepared by the Agency (at its sole cost and
expense) for the reversion to acreage or similar subdivision and
the alley-way vacation to be undertaken pursuant to this Agree-
ment, in compliance with the requirements of the California
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Environmental Quality Act , as amended (California Public
Resources Code, Section 2100 et seq. ; hereinafter referred to as
"CEQA" ) and all applicable state regulations and local ordinances
and regulations enacted pursuant thereto. The Agency shall
reimburse the Redeveloper for any and all costs incurred by
Redeveloper as a result of Redeveloper ' s compliance with CEA
requirements relating to the vacation of the alley-way and the
reversion to acreage described in Section 4 . 1 of this Agreement .
4.14 Condition of the Site. Except as may be otherwise
specifically provided in the Scope of Development (Exhibit D) ,
the Site shall be conveyed from the Agency to the Redeveloper in
an "as is" condition, with no warranty, express or implied, by
the Agency as to the condition of the soil , its geology, or the
presence of known or unknown faults . Notwithstanding the
foregoing, the Agency shall be responsible for removing and
disposing of any hazardous waste materials discovered on the Site
at any time prior to the Agency' s issuance of a Certificate of
Completion for the Site. Thereafter the Redeveloper shall be
solely responsible for the removal, disposition and handling of
any hazardous waste material located or discovered on the Site
within a reasonable period of time. The Agency shall not be
responsible for performing any tests, or otherwise inspecting the
Site to determine the existence of hazardous waste materials.
The Redeveloper shall have access to all data and information on
the Site available to the Agency, but without warranty or repre-
sentation by the Agency as to the completeness, correctness or
validity of such data and information. The Agency shall not be
responsible for any items of site work except those which are
listed in the Scope of Development as the Agency's
responsibilities, if any. It shall be the sole responsibility of
the Redeveloper , at its expense, to investigate and determine the
soil conditions of the Site for the development to be constructed
thereon. If the soil conditions are not in all respects entirely
suitable for the use or uses to which the Site will be put , then
it is the sole responsibility and obligation of the Redeveloper,
except as otherwise provided in this Agreement , to take such
action as may be necessary to place the soil conditions of the
Site in a condition entirely suitable for its development .
Notwithstanding the foregoing, if, prior to the . conveyance of
title to the Site by the Agency to the Redeveloper, the
Redeveloper determines that the soil conditions are not in all
respects suitable for the use or uses to which the Site will be
put, the Redeveloper shall have the option to terminate this
Agreement in the manner set forth in Section 7 . 3.1 and demand the
termination of escrow and the return of any money, papers or
documents deposited therein.
4. 15 Preliminary Work by the Redeveloper . Prior to the
conveyance of title, the Agency shall use its best efforts to
provide the Redeveloper or its representatives with the right of
access to the Site at all reasonable times for the purpose of
obtaining data and making surveys and tests necessary to carry
out this Agreement . The Agency shall provide the right of access
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at all reasonable times to the Redeveloper to each portion of the
Site to which the Agency has possession for the purpose of
obtaining data and making surveys and tests necessary to carry
out this Agreement . Until such time as the Agency has conveyed
the Site or any portion thereof, the Redeveloper agrees to and
shall indemnify and hold the Agency and the City harmless from
and against all liability, loss, damage, costs or expenses
( including reasonable attorney ' s fees and court costs ) arising
from or as a result of the death of any person or any accident,
injury, loss or damage whatsoever caused to any person or to the
property of any person which shall occur on the Site which shall
be directly or indirectly caused by any acts done thereon or any
errors or omissions of the Redeveloper or its agents, servants ,
employees or contractors . The Redeveloper shall not be
Responsible for (and such indemnity shall not apply to) any acts,
errors or omissions of the Agency or the City, or their
respective agents , servants, employees or contractors. The
Agency and City shall not be Responsible for any acts , errors or
omissions of any person or entity except the Agency and the City
and their respective agents, servants, employees or contractors .
The obligations set forth in this Section shall remain
in effect until the final Certificate of Completion has been
issued by the Agency pursuant to Section 5. 20 hereof.
5. REDEVELOPMENT OF THE SITE.
5.1 Scope of Development. The Site shall be
redeveloped by the Redeveloper as provided in the Scope of
Development (Exhibit 'ID" ) , the grant deed to the Site, and plans
and drawings approved by the Agency pursuant to this Agreement .
5.2 Basic Conde ptand Schematic Drawings. Within the
time set forth in the Schedule of Performance (Exhibit C) the
Redeveloper shall prepare and submit to the Agency and the City
for Agency approval, preliminary development plans and schematic
drawings and related documents containing the overall plan for
development of the Site. The Redeveloper and the Agency staff
after approval by the Agency shall initial and date each page of
the various drawings and documents. The Site shall be developed
as established in the approved preliminary development plans and
schematic drawings and related documents , except for such changes
which may be mutually agreed upon between the Redeveloper and the
Agency. Any such changes shall be within the limitations
established in the Scope of Development ( Exhibit D) . The
preliminary development plans and schematic drawings shall
include a site plan, and elevations , a rendering showing the
exterior design of the strip center building(s ) , architectural
style and appearance of the overall development .
5. 3 Grading and LandscapingPlans . Redeveloper shall
prepare and submit to the Agency for its approval, preliminary
and final grading and landscaping plans for the Site . These
plans shall be prepared, submitted and approved within the times
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respectively established therefor in the schedule of Performance
(Exhibit C) . The grading plans shall be prepared by a registered
civil engineer and the landscaping plans shall be prepared by an
experienced landscape architect, either or both of which may be
the same firm as the Redeveloper ' s architect .
5 . 4 Construction Drawings and Related Documents. The
Redeveloper shall prepare and submit construction drawings and
related documents for the development of the Site to the Agency
for review ( including , but not limited to, architectural review)
and written approval as and at the times established> in the
Schedule of Performance (Exhibit C) . The construction drawings
and related documents shall be submitted in two stages :
preliminary and final working drawings, plans and
specifications. Final drawings, plans, and specifications are
hereby defined as those in sufficient detail to obtain a building
permit. Any items so submitted and approved in writing by the
Agency shall not be subject to subsequent disapproval by the
Agency. Agency approval shall not be unreasonably withheld.
During the preparation of all drawings and plans, the
Agency staff and the Redeveloper shall hold regular progress
meetings to coordinate the preparation of, submission to, and
review of construction plans and related documents by the
Agency. The Agency staff and the Redeveloper shall communicate
and consult informally as frequently as is necessary to insure
that the formal submittal of any documents to the Agency can
receive prompt and speedy consideration.
If any revisions or corrections of plans approved by the
Agency shall be required by a government official , agency,
department or bureau having jurisdiction over the development of
the Site, the Redeveloper and the Agency shall cooperate in
efforts to obtain a waiver of such requirements or to develop a
mutually acceptable alternative.
5. 5 Agency Approval of Plans, Drawin2s and Related
Documents . As referred to in Section 5. 5 of this Agreement, the
Agency shall have the right of review ( including, but not limited
to, architectural review) of all plans, drawings and related
documents for the development of the Site, including any proposed
changes therein. The Agency shall approve or disapprove such
plans, drawings, and related documents referred to in
Sections 5. 2, 5. 3 and 5. 4 of this Agreement (and any proposed
changes therein) within the times established in the Schedule of
Performance (Exhibit C) . The Agency's review is intended to
insure that the plans, drawings and related documents are
consistent with the Scope of Development (Exhibit D) and with the
preliminary development plans and schematic drawings once they
are submitted and approved by the Agency. Any disapproval shall
state in writing the reasons for disapproval . The Redeveloper ,
upon receipt of a disapproval shall revise such disapproved
portions and shall resubmit such revised portions to the Agency
as soon as possible after receipt of the notice of disapproval .
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Prior to the commencement of construction on the Site ,
the Redeveloper shall furnish or cause to be furnished to the
Agency duplicate originals or appropriate certificates of
( i ) course of construction insurance in customary amounts ,
( ii ) fire and casualty insurance (with a standard extended
coverage endorsement ) to the extent of the full replacement value
of all buildings and other improvements now or hereafter
constructed on the Site, and naming the Agency as an additional
insured to the extent of its security interest in the Site, and
( iii ) bodily injury and property damage insurance policies in the
amount of at least One Million Dollars ($1 , 000,000) for any
person, One Million Dollars ($1, 000, 000) for any occurrence, and
One Million Dollars ( $1,000 ,000 ) property damage, naming the
Agency and the City as additional or coinsureds . The Redeveloper
shall also furnish or cause to be furnished to the Agency
evidence satisfactory to the Agency that any contractor with whom
it has contracted for the performance of work on the Site carries
workers ' compensation insurance as required by law. The
obligations set forth in this Section with respect to course of
construction and liability insurance shall remain in effect only
until a final Certificate of Completion has been issued by the
Agency pursuant to Section 5 . 22 hereof . The obligation set forth
herein with respect to fire and casualty insurance shall remain
in effect for so long as the Agency has a security interest in
the Site. All policies shall provide that they shall not be
cancelled or reduced in coverages or amounts without giving the
Agency at least thirty ( 30) days prior written notice, and that
no such reduction or cancellation shall become effective until at
least twenty ( 20) days after receipt by the Agency of the written
notice thereof .
5. 9 Cit y and then Governmental Agency Permits. Except
as provided in Section 4.1, before commencement of construction
or development of any buildings, structures or other work of
improvement upon the Site, the Redeveloper shall at its own
expense secure or cause to be secured any and all permits which
may be required by the City or any other governmental agency
affected by such construction, development or work . The Agency
shall provide all proper assistance to the Redeveloper in
securing these permits.
After conveyance of title to the Site, in the event any
proposed change in the plans for the improvements to be developed
and constructed on the Site would require additional or
supplementary environmental assessments , the Agency agrees to
take such steps as shall be necessary to prepare the same and to
cause it to be considered and certified as required by CEA and
all applicable state regulations and local ordinances and
regulations enacted pursuant thereto.
5. 10 Antidiscrimination During Construction. The
Redeveloper for itself and its successors and assign's agrees that
in the construction of the improvements on the Site provided for
in this Agreement, the Redeveloper will not discriminate against
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DEO0100/06/10/87
The Agency shall approve or disapprove such revised portions in
the same manner and within the same times as provided in this
Section for approval or disapproval of plans, drawings, and
related documents initially submitted to the Agency. No matter
once approved shall be subsequently disapproved. The Agency' s
approval is not intended to affect or duplicate any City
approvals required to be obtained by the Redeveloper in
connection with the development of the site and each Parcel
thereof .
5.6 Cost of Construction. The cost of developing the
Site and constructing all improvements thereon shall be borne
exclusively by the Redeveloper, except for those costs to be
borne by the Agency or others as provided in this Agreement .
5.7 Construction and Development Schedule of
Performance. After the conveyance of title to the Site, the
Redeveloper shall begin and thereafter complete the construction
and development of the improvements and the development of the
Site consistent with the Scope of Development (Exhibit D) . The
Redeveloper shall begin and complete all construction and
development within the times specified in the schedule of
Performance (Exhibit C) or such reasonable extension of said
dates as may be granted by the Agency. The Schedule of
Performance may be subject to revision from time-to-time as
mutually agreed upon in writing between the Redeveloper and the
Agency.
5. 8 Bodily Injury, Property Damage and Workers '
Compensation Insurance. During the period commencing with any
preliminary work by the Redeveloper on the Site and until such
time as the Agency has issued a Certificate of Completion with
respect to the construction of the improvements thereon, the
Redeveloper agrees to and shall indemnify and hold the Agency,
its officers, directors, agents, servants, employees and
contractors and the City harmless from and against all liability,
loss, damage, costs, or expenses ( including reasonable attorney ' s
fees and court costs) arising from or as a result of the death of
any person or any accident, injury, loss or damage whatsoever
caused to any person or to the property of any person which shall
occur on the Site and which shall be directly or indirectly
caused by any acts done thereon or any errors or omissions of the
Redeveloper or its officers, directors, agents, servants ,
employees or contractors. The Redeveloper shall not be
Responsible for (and such indemnity shall not apply to) any acts,
errors or omissions of the Agency or the City, or their
respective officers, directors, agents, servants , employees or
contractors . The Agency and City shall not be Responsible for
any acts , errors or omissions of any person or entity except the
Agency and the City and their respective officers, directors ,
agents, servants, employees or contractors.
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any employee or applicant for employment because of sex, marital
status, race, color, religion, creed, national origin, or
ancestry, and that the Redeveloper will comply with all
applicable local, state and federal fair employment laws and
regulations.
5. 11 Local, State and Federal Laws . The Redeveloper
shall carry out the construction of the improvements on the Site
in conformity with all applicable laws, including all applicable
federal and state labor standards .
5. 12 Ri2hts , of Access. For the purpose of assuring
compliance with this Agreement , representatives of the Agency and
the City shall have the reasonable right of access to the Site
without charges or fees , at normal construction hours during the
period of construction for the purposes of this Agreement,
including but not limited to the inspection of the work being
performed in constructing the improvements. Such representatives
of the Agency or the City shall be those who are so identified in
writing by the Executive Director of the Agency.
5.13 Responsi.bilities of the Agency. The Agency,
without expense to the Redeveloper or assessment or claim against
the Site, shall perform all work specified in the Scope of
Development (Exhibit D) for the Agency to perform within the
times specified in the Schedule of Performance (Exhibit C) .
5.14 Taxes, Assessments, Encumbrances and Liens. The
Redeveloper shall pay when due all real property taxes and
assessments assessed and levied on the Site subsequent to
conveyance of title thereto. The Redeveloper shall not place and
shall not allow to be placed on the Site any mortgage, trust
deed, encumbrance or lien which is senior to the Agency 's Deed of
Trust, except as authorized by the subordination provisions of
the Deed of Trust. The Redeveloper shall remove, or shall have
removed, any levy or attachment made on the Site, or shall assure
the satisfaction thereof within a reasonable time but in any
event prior to a sale thereunder.
Nothing herein contained shall be deemed to prohibit the
Redeveloper from contesting the validity or amounts of any tax,
assessment, encumbrance or lien, nor to limit the remedies
available to the Redeveloper in respect thereto.
5. 15 Prohibition----Against Transfer . Prior to the
recordation of the Certificates of Completion ( referred to in
Section 5 . 22 of this Agreement ) with respect to the Site, the
Redeveloper shall not, except as permitted by this Section 5. 15,
assign or attempt to assign this Agreement or any right herein,
nor make any total or partial sale, transfer , conveyance or
assignment of the whole or any part of the Site or the improve-
ments thereon, without prior written approval of the Agency. This
prohibition shall not apply subsequent to the recordation of such
Certificate of Completion.
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Notwithstanding any other provision of this Agreement to
the contrary, the foregoing prohibition shall not apply t
subparagraphs (a) (b) or (c) or to subparagraph (d) provided
that the Redeveloper shall first notify the Agency in writing of
its proposed action-. The Agency shall approve of disapprove such
proposed action in subparagraph (d) in accordance with Section
8 . 7 hereof ,and within fifteen ( 15) days from receipt of
Redeveloper ' s written request therefor. Any disapproval shall
state in writing the reasons for disapproval The proposed
actions to which the foregoing prohibition shall not apply are as
fellows
(a) The granting by Redeveloper of a security interest
or interests in all or any portion of the Site for
the purpose of financing the acquisition and
development of the Site, as permitted by
Section 5. 16 hereof; or
(b) The granting of easements or permits to facilitate
the development of the Site or portion thereof; or
(c) The leasing for occupancy of all or any portion of
the improvements on the Site; or
(d) Assignment or delegation of all or portions of the
Redeveloper 's rights or duties hereunder, or the
sale, transfer or lease of all or part of the Site,
or improvements thereon, to ( i ) a corporation in
which the of the Redeveloper or the general
partners of the Redeveloper own at least 80 of the
stock; ( ii ) a general partnership in which the
Redeveloper has at least a majority interest or a
limited partnership in which the Redeveloper is a
general partner, ( iii ) or to a family trust
benefitting the families of the general partners of
the Redeveloper .
In the absence of specific written agreement by the
Agency, no such sale, transfer , conveyance or assignment of the
Site, or approval thereof by the Agency, shall be deemed to
relieve the Redeveloper or ;any other party from any obligations
under this Agreement .
5. 16 No Encumbrances Except fort a es, __ Oeeds of Trust,
a
Sales and Lese-Backs; or Other 'inancin for DeveL2pTent .
Notwithstanding Section 5 . 15, mortgages, deeds of trust, sales
and lease-backs or any other form of conveyance rewired for any
reasonable method of financing are permitted before recordation
of to Certificate of Completion, but only for the purpose of
securing loans of funds to be used for financing the construction
of improvements on the Site and any other expenditures necessary
and appropriate to develop the Site under this Agreement,. The
Redeveloper shall notify the Agency in advance of any mortgage,
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E00100/ 6/10 8
deed of trust, sale and lease-back or other form of conveyance
for financing if the Redeveloper proposes to enter into the same
before recordation of a Certificate of Completion.
The Redeveloper shall not enter into any such conveyance
for financing without the prior written approval of the Agency,
which approval the Agency agrees to give if any such conveyance
for financing is given to a financial or lending institution or
other person or entity acceptable to the Agency who will finance
the development of the Site or portion thereof in a manner
consistent with the terms of this Agreement and not restrict or
impair the ability of the Redeveloper to carry out its
obligations hereunder . . Stich lender shall be deemed approved
unless rejected in writing by the Agency within ten ( 10 ) days
after notice thereof is given to the Agency. In any event, the
Redeveloper shall promptly notify the Agency of any mortgage,
deed of trust, sale and lease-back or other financing conveyance,
encumbrance or lien that has been created or attached thereto
prior to recordation of a Certificate of Completion of
construction of the improvements on the Site or such portion
thereof, whether by voluntary act of the Redeveloper or
otherwise.
The words "mortgage" and "deed of trust" as used herein
include all other appropriate modes of financing real estate
acquisition, construction and land development.
5. 17 Holder Not Obliqatedto Construct or Complete
im2rovements. The holder of any mortgage, deed of trust or other
security interest authorized by this Agreement shall in no way be
obligated by the provisions of this Agreement to construct or
complete the improvements or to guarantee such construction or
completion, nor shall any covenant or any provision in the deed
for the Site be construed so to obligate such holder , except if
the Redeveloper finances construction costs itself then it shall
remain responsible for the construction of the improvements on
the Site, as the case may be. Nothing in this Agreement shall be
deemed to construe, permit or authorize any such holder to devote
the Site to any uses, or to construct any improvements thereon,
other than those uses or improvements provided for or authorized
by this Agreement .
5. 18 Notice of Default to Mort SaSe, Deed of Trust or
Other Securitf Interest Holders; Right to Cure . Whenever the
Agency shall deliver any notice or demand to the Redeveloper with
respect to any breach or default by the Redeveloper in completion
of construction of the improvements, the Agency shall at the same
time deliver a copy of such notice or demand to each holder of
record of any mortgage, deed of trust or other security interest
and the lessor under a lease-back or grantee under any other
conveyance for financing authorized by this Agreement who has
previously made a written request to the Agency therefor , Each
such holder shall ( insofar as the rights of the Agency are con-
cerned) have the right, at its option, within ninety (90) days
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after the receipt of the notice, to cure or remedy or commence to
cure or remedy any such default and to add the cost thereof to
the security interest debt and the lien on its security interest
or to the obligation of the lessee under any lease-back , or of
the grantor under any other conveyance for financing. In the
event there is more than one such holder , the right to cure or
remedy a breach or default of the Redeveloper under this Section
5. 18 shall be exercised by the holder first in priority or as the
holders may otherwise agree among themselves, but there shall be
only one exercise of such right to cure and remedy a breach or
default of the Redeveloper under this Section 5 . 18. If such
default shall be a default which can only be remedied or cured by
such holder upon obtaining possession, such holder shall seek to
obtain possession with diligence and continuity through a
receiver or other wise, and shall remedy or cure such default
within ninety ( 90) days after obtaining possession; provided that
in the case of a default which cannot with diligence be remedied
or cured, or the remedy or cure of which cannot be commenced
within such 90 day period, such holder shall have such additional
time as reasonably necessary to remedy or cure such default> of
the Redeveloper .
Nothing contained in this Agreement shall be deemed to
permit or authorize such holder to undertake or continue the
construction or completion of the improvements (beyond the extent
necessary to preserve or protect the improvements or construction
already made) without first having expressly assumed the
Redeveloper 's obligations to the Agency by written agreement
satisfactory to the Agency. The holder in that event must agree
to complete, in the manner provided in this Agreement , the
improvements to which the lien or title of such holder relates,
and if there is an material adverse change in the financial
condition of the holder since the holder was approved by the
Agency as the lender ; then the Agency may require the holder to
submit evidence satisfactory to the Agency that it has the
qualifications and financial responsibility necessary to perform
such obligations. The Agency shall approve the holder if it can
demonstrate that it has the financial ability to complete the
improvements. Any such holder properly completing such improve-
ments shall be entitled, upon written request made to the Agency,
to a Certificate of Completion from the Agency.
5. 19 Failure of Holder to Complete Improvements. In any
case where six (6) months after default by the Redeveloper in
completion of construction of improvements under this Agreement,
the holder of any mortgage, deed of trust or other security
interest creating a lien or encumbrance upon the Site or such
portion thereof, other than the Redeveloper has not exercised the
option to construct- , or if it has exercised the option and has
not proceeded diligently with construction, the Agency may
purchase the mortgage, deed of trust or other security interest
by payment to the holder of the amount of the unpaid debt , plus
any accrued and unpaid interest . If the ownership of the Site or
such portion thereof has vested in the holder, the Agency, if it
DE00100/06/10/87
so desires, shall be entitled to a conveyance from the holder to
the Agency of the Site or such portion thereof upon payment to
the holder of an amount equal to the sum of the following:
(a) The unpaid mortgage, deed of trust or other
security interest debt at the time title became vested in the
holder (less all appropriate credits , including those resulting
from collection and application of rentals and other income
received during foreclosure proceedings) ;
(b) All expenses with respect to foreclosure;
(c) The net expenses, if any (exclusive of general
overhead) , incurred by the holder as a direct result of the
subsequent management of the Site or any part thereof;
(d) The costs of any improvements made by such
holder ; and
(e) An amount equivalent to the interest that
would have accrued on the aggregate of such amounts had all such
amounts become part of the mortgage or deed of trust debt and
such debt had continued in existence to the date of payment by
the Agency.
5. 20 Riqht of Agency to Cure Mortgage, Deed of Trust or
Other Security Interest Default. In the event of a default or
breach by the Redeveloper of a mortgage, deed of trust or other
security interest prior to the issuance by the Agency of a
Certificate of Completion for the improvements on the Site or
such portion thereof , and the holder of any such security
interest has not exercised its option to complete the
development, as provided in Section 5 . 19 of this Agreement, the
Agency may cure the default prior to completion of any
foreclosure. In such event , the Agency shall be entitled to
reimbursement from the Redeveloper of all costs and expenses
reasonably incurred by the Agency in curing the default . The
Agency shall also be entitled to a lien upon the Site or such
portion thereof to the extent of such costs and disbursements .
Any such lien shall be subordinate and subject to any mortgage,
deed of trust or other security instrument or sale and lease-back
or other conveyance for financing executed for the sole purpose
of obtaining funds to purchase and/or develop the Site, to
construct the improvements thereon, and to finance such costs and
to pay all costs reasonably related to the Redeveloper ' s
obtaining and performing this Agreement .
5. 21 Right of the Agency to Satisfy Other Liens on the
Site After Title Passes . After the conveyance of title to the
Site and prior to recordation by the Agency of a Certificate of
Completion, and after the Redeveloper has had a reasonable time
to challenge, secure or satisfy any liens or encumbrances on the
Site, the Agency, after ten ( 10 ) days prior written notice to the
Redeveloper, shall have the right to satisfy any such liens or
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DE00100/06/10/87
encumbrances, provided, however, that nothing in this Agreement
shall require the Redeveloper to pay or make provision for the
payment of any tax, assessment , lien or charge so long as the
Redeveloper in good faith shall contest the validity or amount
thereof, and so long as such delay in payment shall not subject
the Site to forfeiture or sale.
5. 22 Certificate of
Completion .�ti o n Promptly after
completion of all construction and development to be completed by
the Redeveloper upon the Site, as generally and specifically
required by this Agreement and in particular the scope of
Development (Exhibit D) , the Agency shall furnish the Redeveloper
with a Certificate of Completion upon written request therefor by
the Redeveloper . Such Certificate of Completion shall be in such
form as to permit it to be recorded in the Office of the Recorder
of San Bernardino County.
A Certificate of Completion shall be, and shall so
state, conclusive determination of satisfactory completion of the
construction required by this Agreement upon the Site and of full
compliance with the terms of this Agreement relating to
commencement and completion of construction on the Site. After
recordation of such Certificate of Completion, any party then
owning or thereafter purchasing, leasing or otherwise acquiring
any interest in the Site covered by said Certificate of
Completion shall not (because of such ownership, purchase, lease
or acquisition) incur any obligation or liability under this
Agreement with respect to the commencement and completion of
construction for which such Certificate of Completion is issued,
except that such party shall be bound by the covenants contained
in Sections 6. 1 through 6 . 4 ( inclusive) of this Agreement and the
Grant Deed to the Site . Except as otherwise provided herein,
after the issuance of a Certificate of Completion for the Site,
neither the Agency, the City nor any other person shall have any
rights, remedies or controls with respect to the Site that it
would otherwise have or be entitled to exercise under this
Agreement as a result of a default in or breach of any provision
of this Agreement relating to the commencement or completion of
construction on the Site, and the respective rights and
obligations of the parties with reference to the Site shall be as
set forth in Sections 6. 1 through 6. 4 ( inclusive) of this
Agreement and the Grant Deed of the Site.
The Agency shall not unreasonably withhold any
Certificate of Completion. If the Agency refuses or fails to
furnish a Certificate of Completion after written request from
the Redeveloper , the Agency shall, within thirty ( 30 ) days after
such written request, provide the Redeveloper with a written
statement of the reasons the Agency refused or failed to furnish
a Certificate of Completion. The Statement shall also contain
the Agency' s opinion of the action the Redeveloper must take to
obtain a Certificate of Completion. If the reason for such
refusal is confined to the immediate availability of specific
minor finish items or materials , the Agency will issue its
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Certificate of Completion upon the posting of a bond by the
Redeveloper with the Agency in an amount representing a fair
value of the work not yet completed. If the Agency shall have
failed to provide such written statement within said 30-day
period, the Redeveloper shall be deemed entitled to the
Certificate of Completion.
Such Certificate of Completion shall not constitute
evidence of compliance with or satisfaction of any obligation of
the Redeveloper to any holder of a mortgage, or any insurer of a
mortgage securing money loaned to finance the improvements, or
any part thereof . Such Certificate of Completion is not notice
of completion as referred to in the California Civil Code Section
3093.
6. SITE, USE RESTRICTIONS.
6.1 Uses. The Redeveloper covenants and agrees for
itself, its successors, its assigns and every successor in
interest to the Site or any part thereof, that during
construction and thereafter , the Redeveloper , its successors and
assignees, shall devote the Site to the uses specified in the
approved permits for the commercial building, this Agreement, the
Grant Deed for the Site, the Scope of Development (Exhibit D) and
the Redevelopment Plan for the Project for the period of time
specified therein.
The Redeveloper shall have the right and it covenants
and agrees to use the Site and adjacent parking area for the
following purposes only:
A high quality commercial building, with not less than
7,000 square feet of gross leasable area devoted to office,
commercial and light industrial uses and to such complimentary
uses and ancillary parking as are permitted in the Scope of
Development (Exhibit D) . The permissible usages herein described
may only be modified upon obtaining the written consent of the
Agency.
6. 2 maintenance of the Site . The Redeveloper shall
maintain the improvements on the Site and shall keep the Site
free from any accumulation of debris or waste materials. The
Redeveloper shall also maintain all public improvements,
including landscaping and sidewalks to the curb of the Site.
6 . 3 Obligation to Refrain from Discrimination. The
Redeveloper covenants and agrees for itself, itssuccessors , its
assigns and every successor in interest to the Site or any part
thereof , that there shall be no discrimination against or
segregation of any person or group of persons on account of race,
color, creed, religion, sex, marital status, ancestry or national
origin in the sale, lease, sublease, transfer , use, occupancy,,
tenure or enjoyment of the Site, nor shall the Redeveloper
itself , or any person claiming under or through it, establish or
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DE00100/06/10/87
permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number ,
use or occupancy of tenants, lessees, subtenants, sublessees or
vendees of the Site. The foregoing covenants shall run with the
land and shall remain in effect in perpetuity.
6. 4 Form of Nondiscrimination and Nonse!aregation
Clause. The Redeveloper shall refrain from restricting the
rental, sale or lease of the Site on the basis of race, color ,
creed, religion, sex, marital status, ancestry or national origin
of any person. All such deeds, leases or contracts shall contain
or be subject to substantially the following nondiscrimination or
nonsegregation clauses : .
1. In deeds: "The grantee herein covenants by
and for himself, his heirs, executors, and assigns, and all
persons claiming under or through them, that there shall be no
discrimination against or segregation of any person or group of
persons on account of race, color , creed, religion, sex, marital
status, ancestry or national origin in the sale$ lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the land herein
conveyed, nor shall the grantee himself, or any persons claiming
under or through him, establish or permit any such practice or
practices of discrimination or segregation with reference to the
selection, location, number , use or occupancy of tenants,
lessees, subtenants, sublessees or vendees in the land herein
conveyed. The foregoing covenants shall run with the land. "
2. In leases: "The lessee herein covenants by
and for himself, his heirs, executors, administrators and
assigns, and all persons claiming under or through him, and this
lease is made and accepted upon and subject to the following
conditions•
'That there shall be no discrimination against or
segregation of any person or group of persons on account of race,
color, creed, religion, sex, marital status, ancestry or national
origin in the leasing, subleasing, transferring, use, occupancy,
tenure or enjoyment of the land herein leased nor shall the
lessee himself, or any person claiming under or through him,
establish or permit any such practice or practices of
discrimination or segregation with reference to the selection,
location, number , use or occupancy of tenants, lessees ,
sublessees, subtenants or vendees in the land herein leased. ' "
3. In contracts : "There shall be no
discrimination against or segregation of any persons or group of
persons on account of race, color, creed, religion, sex, marital
status , ancestry or national origin in the sale , lease, transfer ,
use, occupancy, tenure or enjoyment of the land, nor shall the
transferee himself , or any person claiming under or through him,
establish or permit any such practice or practices of
discrimination or segregation with reference to the selection,
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DE00100/06/10/87
location, number , use or occupancy of tenants , lessees ,
subtenants, sublessees or vendees of the land. "
6. 5 Effect and Duration of Covenants. Except as may be
otherwise provided, the covenants contained in this Agreement and
the Grant Deed for the use of the Site shall remain in effect
until the termination date of the Redevelopment Plan (September
26, 1997) or any extension thereof. The covenants against
discrimination shall remain in effect in perpetuity. The cove-
nants established in this Agreement and the Grant Deed shall ,
without regard to technical classification and designation, be
binding for the benefit and in favor of the Agency, its
successors and assigns, the City and any successor in interest to
the Site or any part thereof .
The Agency and the City are deemed the beneficiaries of
the terms and provisions of this Agreement and of the covenants
running with the land for and in its own rights and for the
purposes of protecting the interests of the community and other
parties, public or private, in whose favor and for whose benefit
this Agreement and the covenants running with the land have been
provided. This Agreement and the covenants shall run in favor of
the Agency without regard to whether the Agency has been, remains
or is an owner of any land or interest therein in the Site, any
parcel or subparcel, or in the Project Area. The Agency shall
have the right, if the Agreement or covenants are breached, to
exercise all rights and remedies and to maintain any actions or
suits at law or in equity or other proper proceedings to enforce
the curing of such breaches to which it or any other
beneficiaries of this Agreement and covenants may be entitled.
7. DEFAULTS, REMEDIES AND TERMINATION.
7 . 1 Defaults -- General . Subject to the extensions of
time set forth in Section 8. 4, failure or delay by either party
to perform any term or provision of this Agreement constitutes a
default under this Agreement. The party who so fails or delays
must immediately commence to cure, correct or remedy such failure
or delay, and shall complete such cure, correction or remedy with
reasonable diligence and during any period of curing shall not be
in default.
The injured party shall give written notice of default
to the party in default, specifying the default complained of by
the injured party. Except as required to protect against further
damages, and except as otherwise expressly provided in Sections
7 . 2 . 5 and 7 . 2 . 6 of this Agreement , the injured party may not
institute proceedings against the party in default until thirty
( 30 ) days after giving such notice. Failure or delay in giving
such notice shall not constitute a waiver of any default , nor
shall it change the time of default .
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DE00100/06/10/87
Except as otherwise expressly provided in this
Agreement, any failure or delay by either party in asserting any
of its rights or remedies as to any default shall not operate as
a waiver of any default or of any such rights or remedies or
deprive such party of its right to institute and maintain any
actions or proceedings which it may deem necessary to protect ,
assert or enforce any such rights or remedies .
7. 2 Legal Actions .
7 . 2 . 1 Institution of Legal Actions . In addition
to any other rights or remedies, either party may institute legal
action to cure, correct, or remedy any default , to recover
damages for any default , or to obtain any other remedy consistent
with the purpose of this Agreement . Such legal actions must be
instituted in the Superior Court of the County of San Bernardino,
State of California, in any other appropriate court in that
county, or in the Federal District Court in the Central District-
of
istrictof California. The prevailing party in any such legal action may
recover its reasonable attorney' s fees.
7 . 2 . 2 Applicable Law. The laws of the State of
California shall govern the interpretation and enforcement of
this Agreement .
7 . 2. 3 Acceptance of Service of Process. In the
event that any legal action is commenced by the Redeveloper
against the Agency, service of process on the Agency shall be
made by personal service upon the Executive Director or Secretary
of the Agency, or in such other manner as may be provided by law.
In the event that any legal action is commenced by
the Agency against the Redeveloper, service of process on the
Redeveloper shall be made by personal service upon any officer of
the general partner or other agent of the Redeveloper (authorized
to accept service on behalf of the Redeveloper ) or in such other
manner as may be provided by law and shall be valid whether made
within or without the State of California .
7 . 2. 4 Rights and Remedies Are Cumulative. Except
as otherwise expressly stated in this Agreement, the rights and
remedies of the parties are cumulative, and the exercise by
either party of one or more of such rights or remedies shall not
preclude the exercise by it, at the same or different times, of
any other rights or remedies for the same default or any other
default by the other party.
7 . 2 . 5 D aesIf the Redeveloper or the Agency
defaults with regard to any of the provisions of this Agreement,
the nondefaulting< party shall serve written notice of such
default upon the defaulting party. If the default is not cured
or commenced to be cured by the defaulting party within thirty
( 30 ) days after service of the notice of default , the defaulting
party shall be liable to the other party for any damages caused
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DE00100/06/10/87
by such default, except as otherwise expressly provided in
Sections 7 .3 .1 and 7. 3 . 2 hereof.
7. 2 . 6 Specific Performance. If the Redeveloper or
the Agency defaults under any of the provisions of this
Agreement, the nondefaulting party shall serve written notice of
such default upon the defaulting party. If the default is not
commenced to be cured by the defaulting party within thirty ( 30)
days of service of the notice of default, the nondefaulting
party, at its option, may institute an action for specific
performance of the terms of this Agreement .
7 .3 Remedies -and Ri_qhts of Termination
7 . 3 .1 Termination by _the Redeveloper .
(a) The Redeveloper at its option may
terminate this Agreement if the Agency after and despite its best
efforts subject to the Agency' s obligations under the California
Redevelopment Law, the Redevelopment Plan and the Rules Governing
Participation and Preferences by Owners, Operators of Businesses
and Tenants in the Redlands Downtown Redevelopment Project Area,
adopted by the Agency on September 26, 1972 ( "Owner Participation
Rules" ) as it deems necessary or appropriate, is unable to tender
conveyance of title to and possession of the Site in the manner
and condition, and within the time established therefor in the
Schedule of Performance (Exhibit C) , and any such failure is not
cured within thirty ( 30) days after written demand by the
Redeveloper . In the event of such termination pursuant to this
paragraph, neither the Agency nor the Redeveloper shall have any
further rights against or liability to the other under this
Agreement .
(b) The Redeveloper at its option may
terminate this Agreement if the Agency is unable, after and
despite its best efforts, to cause the City to vacate the alley-
way and record a reversion to acreage or similar subdivision for
the Site in the manner and within the time required by Section
4 .1 of this Agreement , and such breach is not cured within thirty
( 30) days after the date of written demand therefore by the
Redeveloper . In the event of such termination pursuant to this
paragraph, neither the Agency nor the Redeveloper shall have any
further rights against or liability to the other under this
Agreement and the Agency shall reimburse the Redeveloper for ( 1 )
any C.R.A. fees together with fees and application costs paid by
the Redeveloper to the City in connection with the processing of
the vacation of the alley-way and the reversion to acreage of the
Site as described in Section 4 . 1 of this Agreement and (2) any
costs incurred by the Redeveloper as a result of the
Redeveloper ' s compliance with CEQA requirements.
7 . 3 . 2 Termination by the_A!aenc y.
(a) The Agency at its option may terminate
this Agreement with respect to the Site if the Redeveloper
assigns or attempts to assign this Agreement, or any rights
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T)P.nnir)n /n6/i0/R,7
herein; or makes any total or partial sale, transfer or
conveyance of the whole or any part of the Site or the
improvements to be developed thereon in violation of the terms of
this Agreement, and such breach is not cured within thirty ( 30 )
days after written demand therefor by the Agency. In the event
of such termination pursuant to this paragraph, neither the
Agency nor the Redeveloper shall have any further rights against
or liability to the other under this Agreement .
(b) The Agency at its option may terminate
this Agreement with respect to the Site if the Agency is unable,
after and despite its best efforts, to cause the City to vacate
the alley-way and record a reversion to acreage or similar
subdivision for the Site in the manner and within the time
required by Section 4 . 1 of this Agreement , and such breach is not
cured within thirty ( 30 ) days after the date of written demand
therefore by the Redeveloper . In the event of such termination
pursuant to this paragraph, neither the Agency nor the
Redeveloper shall have any further rights against or liability to
the other under this Agreement and the Agency shall reimburse the
Redeveloper for (1 ) any C.R.A. fees together with fees and
application costs paid by the Redeveloper to the City in
connection with the processing of the vacation of the alley-way
and the reversion to acreage of the Site as described in Section
4 .1 of this Agreement, and ( 2) any costs incurred by the
Redeveloper as a result of Redeveloper ' s compliance with CEQA
requirements ,
(c) The Agency at its option may terminate
this Agreement with respect to the Site if the Redeveloper does
not submit construction drawings and related documents, or any to
such drawings, within the time respectively established therefor
in the Schedule of Performance (Exhibit C) and such breach is not
cured within thirty (30 ) days after the date of written demand
therefor by the the Agency. In the event of such termination
pursuant to this paragraph, neither the Agency nor the
Redeveloper shall have any further rights against or liability to
the other under this Agreement .
(d) The Agency at its option may terminate
this Agreement with respect to the Site if upon satisfaction of
all conditions precedent and concurrent under this Agreement, the
Redeveloper does not take title to the Site under tender by the
Agency within the time respectively established therefor in the
Schedule of Performance (Exhibit C) , and such breach is not cured
within thirty ( 30) days after the date of written demand therefor
by the Agency. In the event of such termination pursuant to this
paragraph, neither the Agency nor the Redeveloper shall have any
further rights against or liability to the other under this
Agreement .
7 . 4 Right to Reenter , Repossess, Terminate and
Revest . The Agency shall have the additional right,, at its
option, to reenter and take possession of the Site and all
improvements thereon and to terminate and revert in the Agency
the estate conveyed to the Redeveloper, if after conveyance of
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nP()nIrasa/nA/if)/87
title to and possession of the Site and prior to the recordation
by the agency of the Certificate of Completion for the Site, the
Redeveloper shall in breach of its obligations under this
Agreement (or its successors in interest) .
a Fail to provide satisfactory evidence to
Agency of financing of the development of the Site as required by
this Agreement for a period of three ( 3 ) months after written
notice thereof from the Agency; or
b) Fail to commence construction of the
improvements as required by this Agreement for a period of three
( 3) months after written notice thereof from the Agency to
proceed; or
c) Abandon or substantially suspend construction
of the improvements for a period of three ( 3 ) months after
written notice of such abandonment or suspension from the Agency;
or
(d) Assign or attempt to assign this Agreement, o
any rights' herein, or transfer or suffer any involuntary transfer
of the Site or any part thereof in violation of this Agreement,
and such violation shall not be cured within three ( 3) months
after written demand from the Agency.
The right to reenter, repossess, terminate, and revert
-
shall be subject to and be limited by and shall not defeat,
render invalid or limit
( 1 ) Any mortgage, deed of trust or other security
instrument or sale and lease-back or other conveyance for
financing permitted by this Agreement; or
( ) Any rights or interests provided in this Agreement
for the protection of the holders of such mortgages, deeds of
trust or other security instruments, the lessor under a sake and
lease-back or the grantee under such other conveyance for
financing, providing that nothing herein shall, be deemed; to
impose upon the Agency any affirmative obligations (by the
payment of money, construction or otherwise) with respect to the
Site in the event of the Agency' s exercise of its rights under
this Section 7 .4 .
The Grant Deed for the Site shall contain appropriate
references and provisions to give effect to the Agency ' s right,
as set forth in this section 7`. 4 , under specified circumstances
prior to recordation by the Agency` of the Certificate of
Completion to reenter and take possession of the Site and all
improvements thereon and to terminate and revest in the Agency
the estate conveyed to the Redeveloper .
Capon the revesting in the Agency of title to the Site or
any part thereof as provided in this Section 7 . 4 , the Agency
shall, pursuant to its responsibilities under state law, use its
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DE00100/06/10/ 7
best efforts to resell the Site or such portion thereof as soon
and in such manner as the Agency shall find feasible and
consistent with the objectives of such law and of the
Redevelopment Plan to a qualified and Responsible party or
parties (as determined by the Agency) , who will assume the
obligation of making or completing the improvements, or such
other improvements in their stead, as shall be satisfactory to
the Agency and in accordance with the uses specified for the
Site, or such portion thereof, in the Redevelopment Plan. Upon
such resale of the Site, or such portion thereof, the proceeds
thereof shall be applied:
a. First, to reimburse the Agency on its own
behalf or on behalf of the City, for all costs and expenses
incurred by the Agency, including but not limited to salaries to
personnel in connection with the recapture, management and resale
of the Site or such portion thereof (but less any income derived
by the Agency from the Site or such portion thereof in connection
with such management) ; all taxes, assessments, and water and
sewer charges with respect to the Site or such portion thereof
(or, in the event the Site or such portion thereof is exempt from
taxation or assessment or such charges during the period ' of
ownership, then such taxes, assessments, or charges (as
determined by the county assessing official) as would have been
payable if the Site or such portion thereof were not so exempt) ;
any payments made or necessary to be made to discharge or prevent
from attaching or being made any subsequent encumbrances or liens
due to obligations, defaults or acts of the Redeveloper , its
successors or transferees, any expenditures made or obligations
incurred with respect to the making or completion of the
improvements or any part thereof on the Site or such portion
thereof; and by amounts otherwise owing the Agency by the
Redeveloper ;
b. Second, to reimburse the Redeveloper, its
successor or transferee, up to the amount equal to the sum of :
(1) the purchase price paid to the Agency by the Redeveloper for
the Site (or allocable) to the part thereof ) ; and ( 2) the costs
incurred for the development of the Site or part thereof, or for
the construction of the improvements thereon.
Any balance remaining after such reimbursements shall be
retained by the Agency as its property.
The rights established in this Section 7. 4 are to be
interpreted in light of the fact that the Agency will convey the
Site to the Redeveloper for development and not for speculation
purposes .
S . GENERAL PROVISIONS.
8. 1 Notices , Demands and Communications Between the
Parties . Formal notices, demands and communica-E-1-onsbe-tween the
Agency and the Redeveloper shall be sufficiently given if
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DE00100/06/10/87
dispatched by registered or certified mail, postage prepaid,
return receipt requested, to the principal offices of the Agency
and the Redeveloper as set forth in Section 3. 5 . 2 hereof . Such
written notices, demands and communications may be sent in the
same manner to such other addresses as either party may from time
to time designate by mail .
8. 2 Conflicts of Interest . No member , official or
employee of the Agency shall have any personal interest , direct
or indirect, in this Agreement nor shall any such member ,
official or employee, participate in any decision relating to
this Agreement which affects his personal interests or the
interests of any corporation, partnership or association in which
he is directly or indirectly interested.
8. 3 Nonliability of Agency Officials and Sm to No
member, official, or employee of the Agency shall be personally
liable to the Redeveloper , or any successor in interest , in the
event of any default or breach by the Agency or for any amount
which may become due to the Redeveloper or to its successor , or
on any obligations under the terms of this Agreement.
8. 4 Extension of Times of Performance and Dtlays . in
addition to specific provisions of this Agreement , performance by
either party hereunder shall not be deemed to be in default where
delays or defaults are due to war ; insurrection; strikes; lock-
outs; riots; floods; earthquakes; fires; casualties; acts of God;
acts of the public enemy; epidemics; quarantine restrictions;
freight embargoes; litigation, including delays beyond the
reasonable control of the Agency in concluding eminent domain
proceedings or related legal proceedings instituted by the Agency
to acquire and vacate the Site but in no event excusing any delay
by the Agency in conveying title or possession to the Site within
the time required by this Agreement; unusually severe weather;
inability to secure necessary labor , materials or tools; delays
of any contractor, subcontractor or supplier ; acts of the other
party; acts or the failure to act of the City or any other public
or governmental Agency or entity (except that acts or the failure
to act of the Agency shall not excuse performance by the Agency)
or any other causes beyond the control or without the fault of
the party claiming an extension of time to perform. An extension
of time for any such cause shall be for the period of the
enforced delay and shall commence to run from the time of the
commencement of the cause, if notice by the party claiming such
extension is sent to the other party within thirty ( 30 ) days of
the commencement of the cause.
Times of performance under this Agreement may also be
extended in writing by the Agency and the Redeveloper .
8. 5 Ins2ection of Books and Records . The Agency has
the right , at all reasonable times prior to the issuance of the
Certificate of Completion for the Site to inspect the books and
records of the Redeveloper pertaining to the Site as pertinent to
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the purposes of this Agreement . The Redeveloper also has the
right, at all reasonable times prior to the issuance of the
Certificate of Completion for the Site to inspect the books and
records of the Agency pertaining to the Site as pertinent to the
purposes of this Agreement.
8. 6 Plans and Data. If this Agreement is terminated by
the Agency f any failure or default of the Redeveloper
specified herein, the Redeveloper shall deliver to the Agency all
soil tests and grading plans (whether or not formally submitted
to the City or Agency) and all plans and data concerning the
Site.
8.7 Ap rovals . Approvals required of the Agency or the
developer shall not be unreasonably withheld and approval or
disapproval shall be given within the times set forth in this
Agreement, the Schedule of Performance (Exhibit C) or , if no time
is given, within a reasonable time.
Any requests for approvals submitted to the Agency shall
contain the following heading in bold type:
ATTENTION EXECUTIVE DIRECTOR:
THIS IS A REQUEST FOR AGENCY APPROVAL OF THE ATTACHED DOCUMENT.
PLEASE REVIEW THE MATERIAL AND APPROVE OR DISAPPROVE IT IN
WRITING WITHIN THE TIME ESTABLISHED THEREFOR IN THE DISPOSITION
AND DEVELOPMENT AGREEMENT SCHEDULE OF PERFORMANCE. FAILURE OF
THE AGENCY TO APPROVE OR DISAPPROVE IN A TIMELY MANNER MAY RESULT
IN SUCH DOCUMENT BEING DEEMED APPROVED.
8. 8 Real Estate Commissions. The Agency shall not be
liable for any real estate commissionso brokerage fees or finders
fees which may arise from this Agreement . The Agency and the
Redeveloper each represent to the other that it has engaged no
broker, agent, or finder in connection with this transaction.
9 . SPECIAL PROVISIONS.
9. 1 Submission of Documents for Approval . Whenever
this Agreement requires either party to submit plans, drawings or
other documents to the other party for approval, which shall be
deemed< approved if not acted on by the other party within a
specified time, said plans , drawings or other documents shall be
accompanied by a letter stating that they are being submitted and
will be deemed approved unless rejected by the other party within
the stated time. If there is no time specified herein for such
action, the submitting party may submit a letter requiring
approval or rejection by the other party of documents within
thirty X30 ) days after submission to the other party or such
documents shall be deemed approved. Except where such approval is
expressly reserved to the sole discretion of the approving party,-
all
arty,all approvals required hereunder by either party shall be
reasonable and not unreasonably withheld.
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DE00100/06/10/87
9 . 2 Amendment of Redevelopment Plan. Pursuant to
provisions of the Redevelopment Plan for modification or
amendment thereof, the Agency agrees that no amendment which
changes the uses or development permitted on the Site or changes
the restrictions or controls that apply to the Site or otherwise
affects the Site shall be made or become effective without the
prior written consent of the Redeveloper . Amendments to the
Redevelopment Plan applying to other property in the Project Area
shall not require the consent of the Redeveloper .
9 . 3 Amendments to This Agreement . The Redeveloper and
the Agency agree to mutually consider reasonable requests for
amendments to this Agreement which may be made by any of the
parties hereto, lending institutions, or bond counsel or
financial consultants to the Agency, provided said requests are
consistent with this Agreement and would not substantially alter
the basic business terms included herein.
9. 4 Entire Agreement , Waivers and Amendments . This
Agreement is executed in three ( 3 ) duplicate originals, each of
which is deemed to be an original . This Agreement comprises
pages 1 through 32 inclusive, and Exhibits "A" through "H, '°
attached hereto and incorporated herein by reference, which
constitute the entire understanding and agreement of the parties.
This Agreement integrates all of the terms and
conditions mentioned herein or incidental hereto, and supersedes
all negotiations or previous agreements between the parties with
respect to all or any part of the subject matter hereof.
All waivers of the provisions of this Agreement must be
in writing and signed by the appropriate authorities of the
Agency and the Redeveloper , and all amendments hereto must be in
writing and signed by the appropriate authorities of the Agency
and the Redeveloper .
9 . 5 Time for Acce2tance of Agreement by_A2ency. This
Agreement, when executed by the Redeveloper and delivered to the
Agency, must be authorized, executed and delivered by the Agency
not later than the time set forth in the Schedule of Performance
(Exhibit C) or this Agreement shall be void, except to the extent
that the Redeveloper shall consent in writing to further
extensions of time for the authorization, execution and delivery
of this Agreement. The effective date of this Agreement shall be
the date when this Agreement has been signed by the Agency.
9. 6 Non-Material Amendments . The Executive Director
and Director of the Agency are each authorized to approve and
execute amendments to this Agreement which are not of a material
nature, including, but not limited to, the granting of extensions
of time to the Redeveloper ,
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Dated: m June 17,_-1987 REDEVELOPMENT AGENCY OF THE
CITY OF REDLANDS
BY:
I/xI
ATTEST:
- S etary
APPROVED AS TO FORM:
BEST, BEST KRIEGER
Counsel to the City of
Redlands Redevelopment
Agency
REDEVELOPER
B-Z ENTERPRISES
Dated: June 15, 1987
RIC RD BUR RAR
Gen.Geral Partn
Dated : June 15, 1987
GENE ZDUN�rI
tn
Genera. P tner
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DE00100/06/10/87
EXHIBIT "A"
MAP OF SITE
(To follow)
EXHIBIT "B"
LEGAL DESCRIPTION OF THE SITE
(To follow)
EXHIBIT "C"
SCHEDULE OF PERFORMANCE
[NOTE: The summary of Action Items listed in
this Schedule of Performance shall not be con-
strued as making any substantive changes in
the provisions of this Agreement to which such
Action Items refer . ]
Action Date
1. Execution of Agreement by Prior to the public hearing of the
Redeveloper. The Redeveloper Agency to authorize Agency execution
shall execute this Agreement. of this Agreement.
2. Approved Title Exceptions. The on or before execution of this Agree
-
Redeveloper and the Agency shall tent by the Agency.
agree on the approved title
exceptions to be attached hereto
as Exhibit F. (Section 4 .5. )
3. Form of Grant Deed. The Agency On or before execution of this Agree-
and the Redeveloper shall agree went by the Agency.
on the form of the Grant Deeds
for the Site to be attached here-
to as Exhibit E. ( Section 4. 4 . )
4 . Execution of Agreement by Agency. On or before July 1, 1987.
The Agency shall hold a public
hearing to authorize execution of
this Agreement, and if so autho-
rized, the Agency shall execute
this Agreement. (Section 9 .6 . )
5. Opening of Escrow. The Agency Within 10 working days after
shall open an escrow for convey- execution of this Agreement by the
ance of the Site to the Redevel- Agency.
oper . (Section 4 . 2 . )
C-1
6 . Vacation of Ale Reversion to Prior to the close of escrow on the
Acreage. The Agency shall cause Site.
the City to vacate the alley on
the Site and to process and
record a reversion to acreage for
the Site pursuant to Section 4 . 1
of this Agreement . (Section
4 . 1 . )
7 . Close of Escrow. The Agency Within 30 working days after the
shall convey title to the Site to Agency ratifies the conditions of
the Redeveloper , and the Redevel- item 6 above, but in all events not
aper shall accept such convey- later than September 30 , 1987 .
ance. (Section 4 . 2. )
8. Submission--Basic Concept Draw- Simultaneous with the execution of
ings. The Redeveloper shall pre- this Agreement by the Redeveloper .
pare and submit to the Agency for
review and approval Basic Concept
Drawings and related documents
for redevelopment of the Site.
(Section 5.2. )
9 . A2proval--Basic Concept Drawings. Prior to or upon execution of this
The Agency shall approve or dis- Agreement by Agency.
approve the Redeveloper ' s Basic
Concept Drawings and related
documents. (Section 5. 2 . )
10 . Submission--Preliminary Construc- On or before August 1, 1987 .
tion Drawings and Landsc,aping ,and
Grading Plans. The Redeveloper
shall prepare and submit to the
Agency for review and approval
Preliminary Construction Drawings
and Landscaping and Grading Plans
for the Site. (Section 5. 5. )
11 . Approval--Preliminary Construc- Within 20 days after receipt thereof
tion Drawinas and LandscapinS_and by the Agency.
Grading Plans . The Agency shall
approve or disapprove the Rede-
veloper ' s Preliminary Construc-
tion Drawings and Landscaping and
Grading Plans. ( Section 5. 5 . )
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DE0010OC/06/10/87
12. Submission--Final Construction Within 20 days after approval of the
Drawings, Landscaping and qjAAjLi_S Preliminary Construction Drawings ,
Plans . The Redeveloper shall but in all events not later than
prepare and submit to the Agency September 10 , 1987 .
for review and approval Final
Construction Drawings and Land-
scaping and Grading Plans for the
Site. Section 5 . 4 . )
13. Approval--Final Construction Within 20 days after receipt thereof
Drawings and Landscaping and by the Agency, but in all events
Grading _Plans . The Agency shall prior to the close of escrow.
approve or disapprove the Rede-
veloper ' s Final Construction
Drawings and Landscaping and
Grading Plans. (Section 5 . 5 . )
14 . Governmental Permits. The Rede- Within 30 days after the approval of
veloDer shall obtain any and all Final Construction Drawings and
permits required by the City or Landscaping and Grading Plans by the
any other governmental agency. City.
(Section 5 . 9 . )
15 . Commencement of Construction of Within 15 days after the Redeveloper
Redeveloper ' s Improvements. The obtains all necessary governmental
Redeveloper shall commence con- permits , but in all events not later
struction of the improvements to than December 31, 1987 .
be constructed on the Site.
(Section 5 . 7 . )
16. Agency ' s Work on the Site. The On a schedule which will coordinate
Agency shall commence and with the Redeveloper ' s planning and
complete the work specified in construction schedule.
this Agreement and the Scope of
Development (Exhibit "D" ) to be
performed by the Agency.
(Section 5. 13 . )
17 . Completion of Construction of Within 10 months after commencement
Redeveloper ' s Improvements. The thereof by the Redeveloper .
Redeveloper shall complete con-
struction of the improvements to
be constructed on the Site.
(Section 5.7 . )
18 . Issuance--Certificate of g2pple- Promptly after completion of all con-
7tion. The Agency shall furnish struction required to be completed by
the Redeveloper with a Certifi- the Redeveloper on the Site and upon
cate of Completion ( Section written request therefor by the
5. 22 . ) Developer .
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DE0010OC/06/10/87
19 . Commencement of operations. The Within 15 days after issuance of a
Redeveloper shall commence opera- Certificate of Occupancy by the City.
tion of the improvements on the
Site.
C-4
DEO0100C/06/10/87
EXHIBIT D
SCOPE OF DEVELOPMENT
1 . GENERAL
The Site shall be designed and developed as a high quality
commercial building, in harmony and compatible with other
commercial buildings in the Project Area.
The open spaces on the Site where they exist shall be
designed, landscaped and developed with the same degree of
quality. The total development shall be in acceptable conformity
with the Redevelopment Plan for the Redevelopment Project . The
Agency and the Redeveloper will cooperate and direct their
consultants, architects and/or engineers to cooperate so as to
ensure the continuity and coordination vitally necessary for the
proper and timely completion of the development of the Site.
The Site shall be developed in accordance with preliminary
and final Construction Drawings and related documents as approved
by the City and, as to the work to be designed and/or constructed
by the Redeveloper as set forth in Section 2 of this Exhibit D,
preliminary and final construction drawings and related documents
as approved by the Agency. Such approved drawings and related
documents shall be deemed in conformity with this Scope of
Development .
2. PRIVATE DEVELOPMENT
A. Redeveloper ' s Improvements
The improvements to be constructed by the Redeveloper on the
Site shall include:
1. A high quality commercial building consisting of not
less than 7, 000 square feet of floor area. Such building shall
be suitable for office, commercial and light industrial uses,
which shall include but not be limited to, an automobile parts
business and a design business, and such other uses as are
consistent with prudent business practices.
2. Such parking spaces, lighting and other appurtenances as
may be necessary for the commercial uses planned on the Site and
as are consistent with local ordinances and standards.
3. Landscaping of all on-site open spaces . In addition,
Redeveloper shall provide landscaping in public rights-of-way
between the property lines of the Site and the adjacent curbs .
D-1
B. Architecture and Design
The development of the Site exterior design of the commercial
building shall be of high architectural quality, shall be well
landscaped, and shall be effectively and aesthetically designed:
as shown on the approved Construction Drawings .. The shape, scale
of volume and exterior finishes of such: building roust be
consonant with and an enhancement to adjacent buildings within
the Project Area.
C. Landscaping
Landscaping shall embellish all open spaces upon the Site
(including setback areas) , as shown on the approved Construction
Drawings , to integrate the Redeveloper ' s improvements with adja-
cent sites within the Project Area:.. Landscaping includes such
materials as paving, trees, shrubs, and other plant materials,
landscape containers, outdoor furniture, top soil preparation,
automatic irrigation, landscape and pedestrian lighting and water
elements .
Landscaping shall carry out the objectives and principles of
the Agency's desire to accomplish a high quality and aesthetic
environment .
D. Signs
All signs on the exteriors of buildings and structures facing
the street or parking areas developed as a part; of the
Redevelop8r ' s improvements shall comply with appli
3 . SITE CLEARANCE AND PREPARATION
A. On-Site Demolition and Clearance of the Site
The Redeveloper shall perform, or cause to be performed,
the following work of Site clearance and preparation:
1. On the Site, demolish or salvage, clear , grub and
remove (as may be needed and called tore in the approved plans)
all pavements, walks, curbs, gutters and other similar Site
improvements ;
2. Remove, plug and/or crush >in place utilities, such
as storm sewers, sanitary sewers, water systems, electrical over-
head and underground systems, and telephone and gas systems
located on the Site as may be required, following any necessary
relocation of utilities; and
3. Test the Site to determine the existence of toxic
contaminants . The Agency shall remove any abnormal levels of
such toxic contaminants from from> the Site as specified in
Section 4 .14 of the Agreement .
4. Grade and fill the Site to meet the minimum flood
elevations required by the FEMA preliminary flood zone map dated
October 3, 1986.
B. Compaction, Finish Grading_and. Site Work
The Redeveloper shall compact, finish grade and do such
preparation as is necessary for the construction of the Redevel-
oper ' s improvements on the Site.
4 . OFF-SITE IMPROVEMENTS
The Redeveloper shall perform or cause to be performed the
design and construction of all items of off-site public
improvements and utilities necessary to place the Site in a
condition to be improved and developed by the Redeveloper in
accordance with Plans and Specifications to be agreed upon by the
Agency and the Redeveloper, and subject to the approval of the
City. All offsite public utilities shall be installed
underground.
5 . MAINTENANCE AlD OPERATION OF IMPROVEMENTS
A. Redevel02er ,s _Res po,ns ib i 1 i ties
The Redeveloper shall maintain, at its sole cost and
expense:
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DEOOIOOD/06/10/87
1 . The Redeveloper ' s improvements on Site.
2 . The parking .
3 . All on-site landscaping.
B. Public Rights-of-way
The Redeveloper shall maintain the improvements (except
street lighting) and landscaping in the public rights-of-way
adjacent to the Site.
6. UNDERGROUND ASSESSMENT DISTRICT
In the event an assessment district for undergrounding
utilities is formed which includes the Site, the Agency shall pay
the Redevelopers pro rata share of any and all assessments for
such district if such district relates to undergrounding off-site
utilities and is formed within five ( 5) years of the date of
execution of this Agreement . If the assessment district is
formed more than five ( 5 ) years after the execution of this
Agreement or if such assessment district relates to
undergrounding of utilities located on the Site, than the
Redeveloper shall be responsible for its pro rata share of any
and all assessments for such district provided that the
Redeveloper receive benefits subject to burdens and obligations
in the same manner as other property owners in such assessment
district.
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DE0010OD/06/10/87
EXHIBIT E
RECORDING REQUESTED BY ANIS
WHEN RECORDED MAIL, TO::
Redevelopment Agency of the
Citi* of Redlands
c/o John E. Brown-, Esq.
Attorney for Agency
Best Best & Krieger
4200 Orange Street
Post office Box 1028"
Riverside, California 92501
IL TAX STATEMENTS TO:
B-Z Enterprises
1615 West Fein Avenue
Redlands, California 92373
GRANT DEED
For valuable consideration, receipt of which i
hereby acknowledged,
REDEVELOPMENT AGENCY OF THE CITY OF REDL,ANDS,
public body, corporate and politic, of the State of
California, herein called "Grantor', " acting to carry out the
Redevelopment Plan for the Redlands Redevelopment Project
(which plan is hereinafter referred to as the "Redevelopment
Plan'" ) under the Community Redevelopment Law of California,
hereby grants to
E-1
B-Z Entgerprises , a general partnership
as "Grantee, " the real property (hereinafter referred to as
the "Property" ) , described on Attachment I hereto.
1. The Property is conveyed subject to the Rede-
velopment Plan and pursuant to a Disposition and Development
Agreement dated 1 1987, ( the "Agreement" ) entered
into by and between Grantor and Grantee (herein called
''Agreement" ) the provisions of which are incorporated herein
by reference. The Property is conveyed further subject to
all easements, rights-of-way, covenants, conditions ,
restrictions, reservations and all other matters of record.
2. The Grantee hereby covenants by and for
itself, its representatives, successors and assigns and all
persons claiming under or through it that during construc-
tion and thereafter the Grantee shall not use or permit the
use of the Property for other than the uses specified in the
Redevelopment Plan and the Agreement .
3 . The Grantee hereby covenants by and for
itself , its representatives, successors and assigns and all
persons claiming under or through it to construct and main-
tain the improvements and landscaping on the Property in
accordance with the provisions of the drawings and plans
approved by the Grantor pursuant to the Agreement .
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DE001002/06/10/87
4 . Prior to the issuance of a Certificate of
Completion by the Grantor as provided in the Redevelopment
Plan and the Agreement , the Grantee shall not, except as
permitted by the Agreement, sell, transfer , convey, assign
or lease the whole or any part of the Property without the
prior written approval of the Grantor (other than as
expressly permitted in the Agreement) . This prohibition
shall not apply subsequent to the issuance of a Certificate
of Completion with respect to all of the completed improve-
ments upon the Property.
5. Subject to the provisions hereinafter set
forth, the Grantor shall have the additional right, at its
option, to re-enter and take possession of the uncompleted
Property with all improvements thereon, and to dispossess
Grantee and all lessees ( if any) and all those claiming by
or through Grantee, and revert in the Grantor the estate
conveyed to the Grantee, if after conveyance of title and
prior to issuance of a Certificate of Completion for the
Property, the Grantee (or its successor s-i n-i nte rest or any
such lessees) shall :
(a) Fail to commence or proceed with con-
struction of improvements as required by the Agreement
for a period of three ( 3 ) months after written notice to
proceed from the Grantor ; or
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DE001OOE/06/10/87
(b) Abandon or substantially suspend con-
struction of the improvements for a period of three ( 3)
months after written notice of such abandonment or
suspension from the Grantor ; or
(c) Transfer, or suffer any involuntary
transfer of the Property, or any part thereof, in vio-
lation of Paragraph 4 of this Grant Deed, and such
violation shall not be cured within three ( 3 ) months
after written demand by Grantor .
Such right to re-enter , repossess and revert shall
be subordinate and subject to and be limited by and shall
not defeat, render invalid, or limit :
(a) Any mortgage, deed of trust or other
security instrument expressly permitted by the
Agreement;
(b) Any rights or interests provided for the
protection of the holders of such mortgages, deeds of
trust or other security instruments , which rights or
interests are consented to in writing by Grantor .
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DE00100E/06/10/87
The rights established in this Paragraph 5 shall
not apply to the Property after a Certificate of Completion
for the Property has been issued as provided in the
Agreement .
6 . The Grantee covenants by and for itself, its
representatives , successors and assigns and all persons
claiming under or through it ( including, without limitation,
all lessees) , that there shall be no discrimination against
or segregation of, any person or group of persons on account
of race, color, creed, religion, sex, marital status,
national origin, or ancestry in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the
Property, nor shall the Grantee itself or any persons
claiming under or through it establish or permit any such
practice or practices of discrimination or segregation with
reference to the selection, location, number , use of
occupancy of tenants, lessees, subtenants , sublessees, or
end es in the Property. The foregoing covenants shall run
with the land.
All deeds, leases, or contracts made relative to
the Property, improvements thereon, or any part thereof ,
shall contain or be subject to substantially the following
nondiscrimination clauses:
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DE001OOE/06/10/87
(a) In deeds : "The grantee herein
covenants by and for himself , his heirs,
executors, administrators, and assigns,
and all persons claiming under or through
them, that there shall be no discrimina-
tion against or segregation of, any per-
son or group of persons on account of
race, color , creed, religion, sex, mari-
tal status, national origin or ancestry
in the sale, lease, sublease, transfer,
use, occupancy, tenure or enjoyment of
the land herein conveyed, nor shall the
grantee himself or any person claiming
under or through him, establish or permit
any such practice= or practices of discri-
mination or segregation with reference to
the selection, location, number , use or
occupancy of tenants, lessees, subten-
ants, sublessees or vendees in the land
herein conveyed. The foregoing covenants
shall run with the land. "
(b) In leases: "The lessee herein
covenants by and for himself, his heirs ,
executors, administrators and assigns ,
and all persons claiming under or through
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DE001OOE/06/10/87
him, and this lease is made and accepted
subject to the following conditions :
That there shall be no discrimination
against or segregation of any person or
group of persons, on account of race,
color, creed, religion, sex, marital
status, national origin or ancestry, in
the leasing, subleasing, transferring,
use, occupancy, tenure or enjoyment of
the land herein leased, nor shall the
lessee himself, or any person claiming
under or through him, establish or permit
any such practice or practices of discri-
mination or segregation with reference to
the selection, location, number , use or
occupancy of tenants, lessees, subten-
ants, sublessees or vend es of the land
herein leased. "
(c) In contracts: "There shall be
no discrimination against or segregation
of, any person or group of persons or,
account of race, color, creed, religion,
sex, marital status, national origin, or
ancestry in the sale, lease, sublease,
transfer , use, occupancy, tenure or
E-7
DEOOIOOE/06/10/87
enjoyment of the land, nor shall the
transferee himself or any person claiming
under or through him establish or permit
any such practice or practices of dis-
crimination or segregation with reference
to the selection, location, number, use,
or occupancy of tenants, lessees , subten-
ants, sublessees or vendees, of the land. "
7 . No violation or breach of the covenants , condi-
tions, restrictions, provisions or limitations contained in
this Grant Deed shall defeat or render invalid or >in any way
impair the lien or charge of any mortgage, deed of trust or
other financing or security instrument expressly permitted by
the Agreement; provided, however , that any successor of
Grantee to the Property or parcels thereof shall be bound by
such remaining covenants, conditions, restrictions, limita-
tions and provisions, whether such successor ' s title was
acquired by foreclosure, deed in lieu of foreclosure,
trustee ' s sale or otherwise.
8. All covenants contained in this Grant Deed
shall run with the land and shall be binding for the benefit
of the Grantor and its successors and assigns and such cove-
nants shall run in favor of the Grantor and for the entire
period during which such covenants shall be in force and
E-8
DEOOIOOE/06/10/87
effect , without regard to whether the Grantor is or remains
an owner of any land or interest therein to which such cove-
nants relate. The Grantor , in the event of any breach of any
such covenants, shall have the right to exercise all of the
rights and remedies provided herein or otherwise available,
and to maintain any actions at law or suits in equity or
other proper proceedings to enforce the curing of such
breach. The covenants contained in this Grant Deed shall be
for the benefit of and shall be enforceable only by the
Grantor and its successors and assigns .
9 . The covenants contained in Paragraphs 2 and 3
of this Grant Deed shall remain in effect until the
termination date of the Redevelopment Plan or any extension
thereof. Thereafter, the only uses authorized for the Prop-
erty shall be those permitted by the City' s General Plan,
Specific Plan Redevelopment Plan and zoning ordinances. The
covenants contained in Paragraphs 4 and 5 of this Grant Deed
shall remain in effect until issuance of a Certificate of
Completion for the Property from Grantor , and after such date
shall terminate and be null and void.
The covenants contained in Paragraphs 6 , 7 and 10 of
this Grant Deed shall remain in effect in perpetuity.
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DE001OOE/06/10/87
10. The covenants contained in this Grant Deed,
without regard to technical classification or designation,
shall not benefit or be enforceable by any person, firm or
corporation, public or private, except Grantor and its suc-
cessors and assigns . Any amendments to the Redevelopment
Plan which change the uses or development then permitted on
the Property, or otherwise change any of the restrictions or
controls that then apply to the Property, shall require the
written consent of Grantee or the successors and assigns of
Grantee in and to all or any part of the fee title to the
Property; but any such amendment shall not require the
consent of any tenant , lessee, easement holder, licensee,
mortgagee, trustee, beneficiary under a deed of trust or any
holder , person or entity having any interest less than a fee
in the Property.
11 . In the event of any express conflict between
this Grant Deed and the Agreement , the provisions of this
Grant Deed shall control .
12 . Grantee, its successors and assigns and all
persons claiming under or through it ( including , without
limitation, all lessees) hereby covenants that the Property
conveyed in this Grant Deed is to be developed into a
commercial building suitable for office, retail and light
industrial uses and complimentary commercial uses compatible
E-10
DE00100EII/06/10/87
with the Redevelopment Plan, and which are approved by the
Agency. Grantee further covenants to commence construction
on the Property on or before the date specified in the
Agreement. Should Grantee fail to commence construction by
such date, the Property shall revert to and revert in
Grantor, and all purchase money obligations and encumbrances
upon the Property executed by Grantee ( in accordance with the
Agreement) and held by Grantor at the time of such reversion
shall be discharged and reconveyed. The remainder, if any,
of any cash payments paid by Grantee in cash shall be
retained by Grantor .
IN WITNESS WHEREOF, the Grantor and Grantee have
caused this instrument to be executed this day of
1987 .
Dated: REDEVELOPMENT AGENCY OF THE
CITY OF REDLANDS
BY:
ATTEST:
Secretary
(Signature Page Continued)
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DE001OOE/06/10/87
APPROVED:
Best, Best & Krieger
Agency Counsel
By:
The provisions of this Grant Deed are hereby
approved and accepted.
B-Z ENTERPRISES
Dated: By:
RICHARD BURKHART
General Partner
Dated: By:
GENE ZDUNOWSKI
General Partner
E-12
DE00006E
[ACKNOWLEDGMENTS]
EXHIBIT "F"
APPROVED TITLE EXCEPTIONS
EXHIBIT "G"
NOTE SECURED BY DEED OF TRUST
$45, 383.50 Redlands, California 1987
FOR VALUE RECEIVED, the undersigned ( "Maker" ) promises to pay
to the REDEVELOPMENT AGENCY CE THE CITY OF REDLANDS, a public
body ( "Obligee" ) , or order, at such; address as the holder hereof`
( "Holder" ) may from time to time designate, the principal sum of
FORTY-FIVE THOUSAND THREE HUNDRED EIGHTY-THREE DOLLARS AND FIFTY
CENTS ($45, 383 . 50) with interest from the date endorsed hereon by
Escrow Holder ( the "Commencement Date" ) until paid at the rate of
Nine and tine-Half Percent (9. 5%) per annum, payable as follows :
Interest only payments of One Thousand Seventy-Seven Dollars and
Eighty-Four Cents ($1 , 077 . 84) payabl quarterly commencing on the
first quarterly anniversary of the,, Commencement Date and
continuing thereafter until the earlier of the date which is
thirty ( 30) months after the commencement date or the date on
which permanent financing is secured for the principal and Site,
at which time all accrued but unpaid interest shall be fully due
and payable .
The unpaid principal balance of this Note, together with any
accrued interest, may be prepaid at any time without penalty.
This Note is secured by a Deed of Trust naming First American
Title Insurance Company, a California corporation, as Trustee.
Neither this Note nor the Deed of Trust securing same may be
assigned by the Maker without the prior written consent of the
Holder . Subject to the foregoing, this Note shall be binding
upon the parties hereto and their respective heirs, successors
and assigns .
Should Maker agree to or actually sell, convey, transfer or
dispose of the real property described in the Deed of Trust
securing this Note, or any part of it, or any interest in it ,
without first obtaining the written consent of the Holder of this
Note, then all obligations secured by this Note may be declared
due and payable, at the option of the Holder . Consent to one
transaction of this type will not constitute a waiver of the
right to require consent to future or successive transactions.
Upon the failure to make any payment required hereby within
fifteen ( 15) days of the due date, the Holder hereof shall have
the right, and option to declare the entire indebtedness evidenced
by this Note or secured by or set forth in the Deed of Trust
immediately due and payable, and upon such declaration, such
indebtedness shall be immediately due and payable .
Should interest not be paid as required hereunder , it shall
thereafter bear like interest as the principal, but such unpaid
interest so compounded shall not exceed an amount equal to simple
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DEOOIOOG/06/10/87
interest on the unpaid principal at the maximum rate permitted by
law.
Principal and interest shall be due and payable in lawful
money of the United States of America. If any action is insti-
tuted on this Note, and an attorney is employed by the Holder in
connection with collection of sums due and owing hereunder, Maker
promises to pay reasonable attorneys ' fees and costs and expenses
incurred incident to such employment .
REDEVELOPER:
B-Z ENTERPRISES
By:
General Partner
By:
General Partner
DE0010OG/06/10/87
ATTACHMENT 1 TO DEED OF TRUST
(LEGAL DESCRIPTION)
ATTACHMENT 2 TO DEED OF TRUST
"DUE-ON-SALE" CLAUSE
Should the Trustor under this Deed of Trust , or any
grantee or assignee of Trustor agree to or actually sell , convey,-
transfer,
onvey,transfer, or dispose of the real property described in this Deed
of Trust, or any part of it , or any interest in it, without first
obtaining the written consent of the Beneficiary under this Deed
of Trust, then all obligations secured by this Deed of Trust may
be declared due and payable, at the option of the Beneficiary.
Consent to one transaction of this type will not constitute a
waiver of the right to require consent to future or successive
transactions .
ATTACHMENT 3 TO DEED OF TRUST
SUBORDINATION PROVISION
This Deed of Trust shall, provided that an unrescinded Notice
of Default under the terms hereof does not then appear of record,
be subject to the following :
(A) A deed of trust, to be hereafter executed by
Trustor , or their successor in interest, covering
the property secured by this Deed of Trust ( the
"Property" ) or a portion thereof, to secure a loan,
herein called "construction loan, " from a bank ,
savings and loan association, or other person or
entity acceptable to the Beneficiary for the
purpose of constructing improvements on the
Property; provided and subject to the following:
( 1) The total amount of such construction loan
shall not exceed 100% of the cost of the
improvements plus loan costs and fees,
( 2 ) The proceeds of such construction loan shall
Ise used only for the purpose of constructing
on the Property a commercial building and
related improvements in accordance with the
terms of the Disposition and Development
Agreement between the Trustor and Beneficiary
dated , 1987 ;
( 3) There has been delivered by the Trustor to
Beneficiary a binding commitment from an
institutional lender as herein defined to make
a construction loan on the Property for the
purposes and amounts outlined herein; and
( 4) The proceeds of the construction loan shall be
disbursed by the lender either through its own
offices or through a bonded disbursement
control agency only after inspection and
certification of the work completed on said
Property.
REDEVELOPMENT
DISPOSITION AND DEVELOPMENT AGREEMENT
(B-Z Enterprises)
BY AND BETWEEN THE REDEVELOPMENT AGENCY
OF THE CITY OF REDLANDS,
Agency
AND
B-Z ENTERPRISES, a general partnership
Redeveloper
June 16 -, 1987
TABLE OF CONTENTS
PAGE
1_. PARTIES AND TRATE. . . . . . . . . . . . . , . . . . . . . . . . . .. . . . . . . . . . . . .1
2 RECITALS. . . . . . . . W . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .,. . . .1
3. TERMS OF AGREEMENT . . . . . . . . . ,. . . . . . . . . . . . . . . l . . . . . . .
Section 3 .1 - Public Purpose of This Agreement. . . . . . . 1
Section 3 . 2 W Redlands Redevelopment `Plan.. . . . . . . . . . . . . 2
Section 3 . 3 - The Redevelopment Project Area. . . . . . . . . . 2`
Section 3 .4 The Site. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-2`;
Section 3 . 5 - Parties to This Agreement. . . . ... . . W . . . . ., . 3>
Subsection 3 . 5 .1 - The Agency. ! . . . . . . . , . 3
Subsection 3 . 5.2 The Redeveloper . . . . . . 3
4. DISPOSITION OF THE SITE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 4 . 1 - vacation and Reversion to Acreage. . . . . . 3
Section . 2 - Sale of the Site. . , . . . . . . . .
Section 4 . - Escrow
. . . .. . . . ..i . . . . , . , . .,,
Section 4. 4 - Conveyance of Title and Delivery of
Possession>. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Section 4 . 5 - Form of Deed . . . . . . . . . . . . . . . . . . . . . . . . .8
Section 4 . 5 - Condition of Title. . . ... . . . . . . . . . . ... . . . . . 8
Section 4 . 7 Time For and :Place of Delivery of Teed. .€
Section 4 . 8 Close of Escrow and Recordation of
Grant Teed,. . . . . . . . . . . . . . . . W . . . . . . . . . . . .8
Section 4 .9 - Title Insurance. . . . . . . . . . . . . . . . . . . . . . . 3'
Section 4 . 10 - Taxes and Assessments . . . . . . . . . . . . . . . . . . .
Section 4 . 11 - Conveyance Free of Possession. . . . . . . . . . ,.
Section 4 . 12 Zoning of the Site. . . . . . . . . .
Section 4 . 13 - CEQA Requirements. ! . . . . . . . . . . . .
Section 4 . 14 Condition of the Site. ., , . . . . 1T
Section 4 . 15 - Preliminary Word by the Red;eveloper;. . . . 10
5. REDEVELOPMENT OF THE SITE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 5 . 1 Scope of Development . . . . . . . . . . . . . . . . . . 11
Section 5 . 2 - Basic Concept and Schematic Drawings . . . 11
Section 5 . 3 Grading and Landscaping Plans . . . . . . . W . it
Section 5 .4 Construction Drawings and
Related Documents . ., . . . . . . . . . . . . . . . . . . . 12
Section 5 . 5 - Agency Approval of Plans, Drawings
and Related Documents . . . , , . 12
Section, 5 . 5 Cost of Constriction. . . . . . . . . . , . 13
. . , . ,
Section 5,7 Construction and Development Schedule
of Performance. . . . . . . i . ._ . ._. . W . . . . . 13
Section .S - Bodily Injury, Property Damage and
Workers ' Compensation Insurance. . . . . . . . 13'
Section 5 . - City and Other Governmental
Agency Permits. . . . . . . . . . . . . 14
f i }'
V
Section 5 . 10 - Antidiscrimination During
Construction. . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5 . 11 - Local , State and Federal Laws. . . . . . . . . . 15
Section 5 . 12 - Rights of Access . . . .,. . . ._. . . . 15
Section 5. 13 - Responsibilities of the Agency. . . . . . . . . 15
Section 5. 14 - Taxes, Assessments, Encumbrances
and Liens . . . . . 15
Section 5 . 15 - Prohibition Against Transfer .. . . . . . . . . . . 16
Section 5. 16 - No Encumbrances Except Mortgages,
Deeds of Trust, Sales and Lease-Backs
or Other Financing Development . . . . . . . . . 16
Section 5 . 17 - Holder Not Obligated to Construct
or Complete Improvements. . . . . . . . . . . . . . . 17
Section 5 . 18 - Notice of Default to Mortgage, Deed
of Trust or Other Security Interest
Holders; Right to Cure. . . . .; 17
Section 5.19 - Failure of Holder to Complete
Improvements. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 5. 20 - Right of Agency to Cure Mortgage, Deed
of Trust or Other Security Interest
Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 5 . 21 - Right of the Agency to Satisfy Other
Liens on the Site After Title Passes. . . 19
Section 5. 22 - Certificate of Completion. . . . . . . . . . . . . . 20
6 . SITE, USE RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6 . 1 - Uses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6. 2 - maintenance of the Site. . . . . . . . . . . . . . . . 21
Section 6. 3 - Obligation to Refrain from
Discrimination.. . . . .. . . . . . . . . . . . . . . . . . . . . 21
Section 6 . 4 - Form of Nondiscrimination and
Nonsegregation Clause, . . . . . . . . . 22
Section 6 . 5 - Effect and Duration of Covenants . . . . . . . 23
7 . DEFAULTS, REMEDIES AND TERMINATION. . . . . . . . . . . . . . . . . . . . 23
Section 7 . 1 - Defaults -- General . . . . . . . . . . . . . . . . . . . . 23
Section 7 . 2 - Legal Actions. . . . . . . . . . . . . . . . . . . . . . . . . . 24
Subsection 7 . 2 . 1 - Institution of
Legal Actions . . . . . . . . . . 24
Subsection 7 . 2 . 2 - Applicable Law.. . . . . . . . . . . . . 24
Subsection 7 . 2. 3 Acceptance of Service
of Process. . . . . . . . . . . . . . . . . 24
Subsection 7 . 2. 4 Rights and Remedies Are
Cumulative. . . . . . . . . . . . . . 24
Subsection 7 . 2 . 5 Damages. . . . . . . . . . . . . . . . . . . . 24
Subsection 7 . 2 . 6 Specific Performance. . . . . . . 25
Section 7 . 3 - Remedies and Rights of Ter mination. . . . .
25
Subsection 7 . 3 . 1 - Termination by the
Redeveloper. . . . . . . . . . . . . . . . 25
Subsection 7 . 3 . 2 - Termination by the Agency
Agency. . . . . . . . . . .. 25
Section 7 . 4 - Right to Reenter , Repossess ,
Terminate and Revest. . . . . . . . . . . . . . . . . . . 26
S. GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section S . - Notices, Demands and Communications
Between the Parties. . . . . . . . . . . . . . . . . . . . 28
Section 8 . 2. - Conflicts of Interest . . . . . . . . . . . . . . . . . 29
Section 8 . 3 - Nonliability of Agency officials
and Employees . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 8. 4 - Extension of Times of Performance
and Be-lays. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section S . - Inspection of Books and Records. . . . . . . . 29
Section S. - Plans and Lata,. . . . . . . . . . . . . . . . . . . . . . . . 30
Section 8 . 7 - Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
Section 8. 8 - Real Estate Commissions . . . . . . . . . . . . . . . . 30
9. SPECIAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
Section 9 . 1 - Submission of Documents for
Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 9 . 2 - Amendment of Redevelopment Plan. . . . . . . .31
Section 9 . 3 - Amendments to This Agreement . . . . . . . . . . 31
Section 9 . 4 - Entire Agreement, Waivers and
Amendments'_. . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 9 . 5 - Time for Acceptance of Agreement
byAgency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 9 .6 - Non-Material Amendments . . . . . . . . . . . . . . . . 31
10 . EXHIBITS
Exhibit "A" - Map of Site
Exhibit "B" - Legal Description of Site
Exhibit "C" - Schedule of Performance
Exhibit "D" - Scope of Development
Exhibit "E" Grant Deed
Exhibit "F" Approved Title Exceptions
Exhibit "G" NOTE
Exhibit "H" DEED OF TRUST
t fatll ltevoo%e�anee will Ire, it+tied #01111 %hrn tile,orittinat note or notes, tctrtetltrr with the deed of Trutt securing
twt,-mtrol therrctf. are turrcndered it) fixe Trumec for vitricellittlort, •etrompottled by this Regqueat•Itrned by all owners of
thz- note or notca, together with the recxwnveyanr! fc�.
.bequest for Full Reconveyance
Date ... ... .
The undersigned awns and holds.____ promissory n te.,....,,n. 101 the suns of
(Forty three thqusand f y 1.hundred .'s ix,t een...and...44.111 PIT,dollars, and all other :indebtedness secured
b+r a Deed of 'Crust dated.,... made by....:. .. ...., , . ,..,. . , .,.,.,.... ....... ..... ,
b.: ..ENTER TSES, a general p rtttersh . ......
Trustor, recorded, ..,....:, . r f l lq.., .,., File Irv..,:: £�t�. ......:... .... in
/u fl' e ., ... . tcial Records San SrrttrdnoCalifornia.
You are notified Haat all indebtedness secured by said Deed of'Trust has been fully paid; and you are directed
Won surrender to you for cancellation of said Deed of Trost and note or notes, and upon payment to you of any
s owing to you under the terms of said Deed of Trost, to reconvey without warranty to "the person or persons
lekeally entitled thereto" the estate now held by you and acquit' through said eed of Trust,
REDEVELO NT ADEN E THE CITY OF REDLANDS
Thla apace for use be,Trujoree -�
REGISTER NO.
+Clerk. 5( .�"` ... ...,.. :... ...............
R+eevttrcrartCe:laau+td.............. ......... .. ....�. ,.... '
Checked lir._::........ . . . A,ddre" for rnAlling of reeonveraneet..............
...,.. ... ....::. .... ..,
Uellver,ed,.„ ......... to .. ....... ..... .: ......_.e.....
?'alae and Trust Deed +Cancelled... ..........
U44PUlftPOSIE ACKNOWUDGMIENT
state tom' CAPACITY CLAIMED BY;SIGNER
{ �#��}}ry �+y .nye }��qy p,'}'� }�Y...{.y� yt?p py i....
County of in"an D�`rpaL di Pjo
Chairman and
3-28-91 before me, B. Sanchez (#lame,title of officer), arpm-ne-y a ti�r
persorriany appeared- Charles G. DeM r ' n and Sven Larson s, N
Redevelopment Agenc
3 persimnally known to#rte---OR—U proved tc me on the basis of satisfactory evidence to city, 0;E RegAl
be the person(s) whose nae, es)*are subscribed to the within instrument and acknowwl
edged*=me that /they executed the same,in w eir authorized acity(ies),and U PAt s,
that by U~Aheir signature(s)on tate instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the �1 _
instrument.
OFFICIAL SEAL CCss t
8SANCHR WITNESS my hand and official seal.
C~,iC#r re, I CcrlitcrNo �r �
. AN BERNARDINO COUNNMY cornmftsjon imus
.!r rrae o
'12.t
ureas{axPP,:�ur€cs
Signature
,+, :,nrr�„n{ urrfinmr a 9'k'SM11.«#t7#E; t ANe=Po 505 1096..,. Pmk,GA 91304.1:...
BENEFICIARY'S DEMAND STATEMENT
Redlands California LoanNo. " By-Z Enterprises
March 27, Your Escrow No. 8848-JB
Guardian Escrow Inc.
101 East Redlands Blvd., Suite 180
P.O. Box 8428
Redlands, CA 92375-1628
You are handed herewith Note
as rd Deed of Trust4with 4re jest for reconveyance)-or Mortgage
us trument no- 8-07 7WO
(with release of same)-recorded tvbm*.VW- o Official Records
of San—Bernardino County,California,together with note secured thereby,executed by
B-Z ENTERPRISES, a general partnership
on theend19 88 -covering property described as follows:
Parcel No. I or Parcel Map No. 11420, in the City of Redlands, County of
San Bernardino, State of California, as per map recorded in Book 125, page
33 of Parcel Maps, in the office of the Recorder of said County.
You are authorized to use the instruments handed you herewith, as the interests of the parties to
them may appear, when you are prepared to issue your check. within 30 days from date hereof, payable
to the order cif REDEVELORIENT AGENCY OF THE CITY OF REDLANDS
for the balance of Se43,803.44< owing on said note.
and interest on S,43,516.4141, at the rate of-:RL--5 percent per annum,froarch28�1991
to date of closing your escrow.
If payment cannot be made at the time herein designated, you may comply with this demand at
the earliest date possible thereafter, unless written demand is made upon you for the return of the
instruments hereby consigned to you.
REDEVELOPMENT AGE OF TTHITY OF LA DE
Signature
By:
Address-_10—CaJon Street
fLedlands, CA :92373
Phone
The amount as demanded above
is hereby approved for payment,
Guardian Escrow, Inc.
101 East ReWands Blvd., Suite 180 Date: March 19, 1991
P.0, Box 8428
Redlands, CA 92375-162 w No. : 8848-,3
(714) 793.3147 FAX (714) 798-4606
REDEVELOPMENT AGENCY OF THE
CITY OF REDWTDS
30 Cajon Street
Redlands, C . 92373
We are handling an escrow for B-Z Enterprises, a, general partnership
covering property known as 333 East Stuart Avenue, Redlands, CA. 92373.
One of the conditions of this escrow is that your encumbrance be paid
in full. Please forward the enclosed Beneficiary Demand Statement,
completed, along with your reconveyance documents (original note and
deed of trust) and execute the enclosed request for full reconveyance
to our office as soon as passible.
Should you have any questions, please do not hesitate to contact our
office..
Sincerely, ._
GUARDIAN ESCROW, INC.
Je i Bray, Manager/tip r+,
enols.
RECORDING REQUESTED BY:
Dick Burkharthand-carried
to title company
Thursday, May 12th, 1988.
WHEN RECORDED MAIL TO:
r ,
� » s
SPACE ABOVE IHIS LINE FOR RECORDER'S USE
SUBORDINATION AGREEMENT
NOTICE. THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING
SUBJECT TO AND OF LOWER PRIORITY THAN THE LIENOFSOME OTHER OR LATER SECURITY INSTRUMENT.
THIS AGREEMENT,made this 10 day of MAY . 1988 .by B&Z ENTERPRISES, A GENERAL
PARTNERSHIP
owner of the land hereinafter described and hereinafter referred to as"Owner,"and THE REDEVELOPMENT AGENCY OF THE
CITY OF REDLA D
present towner and holder of the deed of trust and note first hereinafter described and hereinafter referred to as "Beneficiary";
WITNESSETH
THAT WHEREAS, B&Z ENTERPR.TSES,A GENERAL PARTNERSHIP
did on MARCH 2,1988 ,execute a deed of trust to GUARDIAN EQUITIES'LTD. ,A CALIFORNIA
CORPORATION ION ,as trustee,,coveting:
PARCEL NO.1 OF PARCEL MAP HCl. 11420 IN THE COUNTY OF SAN BERNARDIN
STATE OF CAL'IFORIIIA,AS PER MAP RECORDED IN BOOK 125,PACE 33 OF PARCEL MAPS,TN THE
OFFICE els^ THE COUNTY RECORDER OF SAH BERNARDINO COUNTY.
to secure a mete in the stem of 43,516.44 .datedMARCH 2,1988 ,in favor of e
REDEVELOPMENT AGENCY OF THE CITY OF RE EA which eed of
trust was recorded MARCH 11,1985 � itt � egr l5�€1��+7CaflCfficial Records of said county and
is subject and subordinate to the deed of trust next hereina ter desert er an
WHEREAS,S, B 2 E1 T'ERPRISES,A GENERAL PARTNERSHIP
did on execute a deed of trust to S—K O ENTERFRIS. C CALT:FO �. PC1IfAT If
a trustee, covering said n am securing an rn i"s t�n�ss to
the ars»scarent of 5 368,000 in favor of THE BANK OF HEMET
hereinafter referred to as "Lender," which deed of trust was
recorded C0 HRR T Y EDITH in book nage , Official Records of said county and provides
arraong Other rigs WaI a sfwa a so secure additional loans and advances thereafter rete upon the terms and conditionstherein set
forth;and
tri"F,RFAS, Owner has executed„ or is ahmo tip execute,a note in the amount of$368,000 ,dated
in favor gal Luss:scr, payable with interest and upon the terrns and conditions described therein, which
mite evidences an additional bran to be Heade f)y Leader to Owner under the terms and provisions of, and secured by, said deed of
It u rt in favor or Lender,arid
W,liERFA.S, it is a condition precedent to obtaining said additional loan that .iid deed of trust in favor of Lender, securingall-
WHEREAS, it is to the mutual benefit of the parties hereto that Lender make said additional loan to Owner;and Senef iciary is willing
that the deed of trust securing the same shall constitute a lien or charge upon said land which is unconditionally prior arid superior
to the lien or charge to the deed of trust first above mentioned.
NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable corrsidefation, the
receipt and sufficiency of which consideratiottr is hereby acknowledged, arid in order to sochj(;e Lender to make the addinunal loan
above referred to, it is hereby declared, understo,�.,t, and agreed as follows:
(1) That said dewrf of trust in favor of ! pndef, as to sale, addil�,ona! loan as w.sg Vit, I',[01"e-F 0,�Iqaliorls Fecited atbwno se,�ured
thereby, and any renewals or extensions thereof, shall unconditionally be and remain at all times a lien or Lharge Ott tile
property therein described, prior ano superior to the lien or charge of the deed of trust first above mentioned.
(2) That Lender would not make its additional loan above described without this subordination agreement,
(3) That this av,-eaTitent shall be the whole and only agreement with regard to the subordination of the lien or charge of the
deed of trust first above mentionetj iiu the lien or charge of the deed of trust in favor of tender above referred to anJ shall
supersede and cancel, but only insofar as would affect the priority between the deeds of trust hereinbefore specifically
described, any prior agreement as to such subordination including, but not lioured. those provisions, if any, contanwd
in the deed or trust first above mentioned,which provide for the subordination of the lien or charge thereof to another deed
or deeds of trust or to another mortgage or mortgages.
Beneficiary declares,agrees, and acknowledges that
(at He consents to and approves (il all provisions of the note evidencing said additional loan, and the deed of trust
securing same, and (6), all agreements, including but not limited to any loan or escrow agreements,between Owner
and Lender for the disbursement of the proceeds of Lender's additional loan.-
(b) Lender in making disbursements pursuant to any such agreement is under no obligation or duty to,nor has Lender
represented that it will, see to the application of such proceeds by the person or persons to whom Lender rfisburses
such proceeds and any application or use of such proceeds for purposes other than those provided for in such agiee
ment or agreements shall not deteat the subordination herein made in whole or in part;
(c) He intentionally and unconaitionally waives, relinquishes, and subordinates the lien or charge of the deed of trust
first above mentioned in favor of the lien or charge upon said land of the deed of tri,ist, it) favor of t-ender, as to said
additional loan as well as all oiner obligations recited therein as being secured oreteby, and undenitands that in re-
liance upon and in consideration of this waiver, relinquishment and subordination specific toans and advdnces are
being and will be made and,as part and parcel thereof,specific monetary and other obligations are being and will be
tritered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and
subordination;and
(d) An endorsement has been placed upon tile note secured by the deed of trust first above mentioned that said deed Of
trust has by this instrument been subordinated to the lien or charge of the deed of trust in favor of Lender above
referred to,
NOTICE: THIS SLIBIDRnINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON
YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN, A PORTION OF WHICH MAY BE EXPENDEO FOR
OTHER PURPOSES THAN IMPROVEMENT OF THE LAND.
THE REDEV1711OPMENT AGENCY OF THE CITY B&Z ENTERPRISES,A GENERAL PARTNERSHIP
Beneficiary Owner
(At t SlGrJATURES MUST BE ACKNOWLEDGED)
y
gi�_&rr
E7,f a
ta lhe mutual bemef,t A i �,Fu�
sit th%
hJNj-e to the deed of "n st r i
NOW, THEREFORE, in consideration Of thU MIAtnal benefits accruing to the parties 1wroto arid other wiloable consideration, the
7eceipt and Sufficiency af which consideration .; pereby acknowledged, and in urde, !o �ndml-e L(.nder to rnake the ddtfitional k,:jn
aiuc)a,e ieierred to, it is hare by declared, undei j0d d0reed as follows.
(1) That said dep,d of trust in favor of J, JS`�Q Said d(idi1:0Pal 4)2tl
thereby, and any renewals or exten,, ns thoreof, shall unconditionally be anti Tt;m,,irr at )11 6mes a lien or charge uir 111e,
property therein described, prior ilno sonerior to the lien or charge of the deLd of trLISt first above mentioned.
(2) That Lender would not make its additional loan above described without th is subordination agreement,
(3) That this a -eia;nent shall be me ^, dnd only agreement with rujard ~o itif,, ikjbor(fir,,,6on of the lien or charge of the
deed of trust first above MentiOoLu 'u, one lien or charge of the deed of t(ust in favor of lender above referred to and stial:
supersede and cancel, but only tnsnf,.,i ffisvvoulcl affect the priority betmvvun the dueds of trust hereinbefore specifici3Ov
described, any prior agreement as 'o, soch subordination including, but not limited, those provisions, if any, conianwd
in the deed or trust first above rnen t which provide for the subordination of the lien or charge thereof to another de-ld
or deeds of trust or to another mot igage or mortgages,
Beneficiary declares,agrees,and acknowledges that
(a) He consents to and approves (i) all provisions of the note evidencing said additional loan and the deed of trust
securing same, and 00 all agreements, including but not limited to any loan or escrow agreements, between Ownur
and Lender for the disbursement of the proceeds of Lender's additional loan;
(b) Lender in making disbursements pursuant to any Such agreement is under no obligation or duty to, nor has Lender
represented that it will, see to the application of such proceeds by the pe(sun or persons to whom Lender djJ)urs"
such proceeds and any application or use of such proceeds for purposes other than those provided for in such agree-
ment or agreements shall not&teat the subordination herein made in whole Or in part;
(c) He intentionally and unconaitionally waives, relinquishes, and subordinaTes the, lien or charge of the deed of trust
first above mentioned in favor of the lien Or charge upon said land of the deed-of trust in favor offender, as to said
additional loan as well as air u-.1)tr obligations recited therein as buinq rs rf is ebrc,lay, and understands that in re-
liance upon and in considefairon of this waiver, relinquishment atad subordination specuic loans and advances aie
being and will be made and, as part and parcel thereof, specific monetary drid whew obligations are being and will be
entered into which would nut be ruade or entered into but for Said refiWICL' U[)0n this waiver, relinquishment and
subordination,-and
(d) An endorsement has been placed upon the note secured by the deed Of ttLiSt first above mentioned that said deed of
trust has by this instrument been subordinated to the lien or charge of the deed of trust in favor of Lender above
referred to.
NOTICE: THIS Sl BO.RnINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON
YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN, A PORTION OF WHICH MAY BE EXPENDED FOR
OTHER PURPOSES THAN IMPROVEMENT OF THE LAND,
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO) SS
On this 12th day of May, 1988, before met the undersigned Notary
Public, personally appeared Carole Beswick and John E. Holmes,
personally known to -me or proved to me on the basis of satisfactory
evidence) to be the persons who executed the within instrument as
Chairman and Executive Director of the Redevelopment Agency of the City
of Redlands and acknowledged to me that the Redevelopment Agency of the
City of Redlands executed the within instrument.
AGREEMENT
THIS AGREEMENT is entered into this 30th day, of
Mev 1989 , by and between S-Z ENTERPRISES, a general
partnership ( "B-Z" ) , and THE REDEVELOPMENT AGENCY OF THE CITY OF
DL S: (the "Agency" ) .
RECITALS :
A. S-Z has executed and delivered to the Agency a Note
Secured By Deed ofTrust dated March 2 , 1988, in the face amount
of Forty-Three Thousand Five Hundred Sixteen and 44/100 Dollars
( $43, 516. 44 ) (the "Note" ) . The Note has been endorsea by escrow
as of March 11, 1988.
B. The Note provides for acceleration of the
indebtedness represented thereby in the event the Maker thereof
obtains permanent financing for the Site.
C. B-Z desires the Agency to waive the acceleration
requirement set forth in the Note and to subordinate the lien of
the Deed of Trust securing the Note to the deed of trust of new
permanent financing in the amount of $368, 000 . 00 . The Agency is
willing to do so subject to certain terms and conditiont as
hereinafter set forth.
NOW, THEREFORE, the parties agree as follows:
1 . Promptly following the execution of this Agreement,
the Agency shall execute and deliver to B-Z a Subordination
Agreement in substantially the same or as that attached hereto
as Exhibit "A" .
2 . The Agency agrees to waive its right to accelerate
the indebtedness represented by the Note; provided, however, such
waiver shall in no way be construed as a waiver of the future
right of the Agency to accelerate indebtedness as set forth in the
Note and/or to refuse any future request for subordination.
3. B-Z agrees to make quarterly interest-only payments
in the amount of One Thousand Thirty-Three and 52/100 Dollars
( $1, 033. 52 ) in accordance with the Note and to pay all unpaid
principal and accrued but unpaid interest on September 11, 1990 ,
which date is thirty ( 3 0) months after the Commencement Date, as
set forth in the Note .
IN WITNESS WHEREOF the parties have executed this
Agreement on the date first set forth above.
B-Z ENTERPRISES, a general
partnership
By:
GeAe P)
By:
A
Genergy lvi- artner
REDEVELOPMENT AGENCY OF THE
CITY OF RE m'
By-
A butive Director
2
AECO11DING REQUESTED BY:
Exhibit "A"
Wtl[EN RECORDED MAIL TO'.
WE BAW o
E. 43. Wx tri
limet, California, 92343
Attn: Willim Cole, Sr, V.P.
SPACE ASortE THIS LINE FOR RECORDER'S USE
SUBORDINATION AGREEMENT
NOTICE. 141IS SL VOFIVINATION ,AGnEFMENT RESULTS IN YOUR SECURITY INTtREST IN TtIE f'nOPERTY BECOMING
SU J Ct14 ANO Or-LOWER PRIORITYITIA7THE LIENOESOME Eli44ERORLATEn SECUR11Y INSt11U ENI-;
T141S AGREEMENT,made title 12th day tat may ' 19 89 by
B-Z 9rMVPR=, A GDOM PARnMUP
owner of the lanai hereinafter described and Hereinafter referred to as"Owner,.and
FJZVE[1R=AM= CIF TIM CM OF PEDLVW
present owner and holder of the deed of trust and note first hereinafter described and hereinafter referred to as "Raneficiary",
WITNESSETH
THAT'i H E n EAS, D-Z RMMMISES, A MOW, PFrfl N110 P
did on March 2, 1988 execute a deed of trust to i f7i"t a7P Srt 111 11Y f lT
as trustee,covering;
Parcel Ilia. 1 of Parcel Kip Tic 11420, its the Uxjmity of Si 'E mord , State of California, as Wr Cafe
recorded in k 125, Page 33 of Parcel 1lrs, in rite office of Lhe County P4vorder of said County.
to secure a note In the sum of$43,516.44 ,dated , 1 ,In favor of
, which>deed of
trust was recorded March 11, 1988In book — page W-074760 , Official Records of said county and
is subject and subordinate to the deed of trust next hereinafter described;arrd'
witEnEAS, B 5 Z EtTrEPMSES, LAI.. P 11P
did on May 12, 1989 execute a fiend of trust tof T LSES, LII., A MIFMM WTMATIOtf
as trustee,covering said land and securing an' ebtedness in
fire amount of$ 368,000.00 In favor of "Tri MW OF Wt T, A CALIFM41A MUMMCN
,herafnafter referred to as"'Lender,"which deed of trust was
recorded corrurrently berewith In book page °° , Official Records of said county and provides
among other things that It shall also secure additional loans and advances thereafter made upon the terms and conditions tberain set`
forth,and
tiEf1EAS Owner Inas executed,or is about to execute,a nota it,the amount of 368,()W,00 ,dated
May 12, M , lit favor of Leuilpr,p;tvahle with lnlerest and upon the terms arid conditions describod therein,which
note evidence`s art additional loan to be made by Lender to Owner under file terms and provisions of,and secured by,said deed of
trust In favor or Lender,and
WHEREAS, it is a conrfitlarri farrCefr±trt to oblaininq s,nid additional bran that said (feed of trust In favor of Lender, securingall
obligations tetiuxf thrrelu as being srcuar>sf tlrrrreby includiog but not linriv.,xi to somal additiotiaf fnan,shrill unconbionally be arrd
remain at all tunes:a lura or charge upon the latki trereintrefore described,prior and superior to tie lien or charge of lire deed of trust
first above mentioned;and
WHERPBAS, Lender is willing to matte seld additiranr l forin provided the deed of trust securing this same 13 a lien of charge upon said
frarid infor arid superior to tlae fiery or char44e of the doixt of trust first obovenrentloned stiff providrd that senrificlery will specifically
and unconditionally subordinate(Ile lien or charge of the deed of trust first above ruentloned to the lien or charge of sold deed of trust
WHEREAS, It Is to the mutual benefit of the Pilfflelheniuci that Lendermakit%,aid tuldniouat loan Ins Ownec;and Befieliciary is wtititirt
that the deedof trust sect ting the some shall constitute a lien or charge upon said land which is unconditioninty prior and sopeim,
to the lien or charge to lite deed of trust first above mentioned.
Now. T"EnEron, in consideration of the annual benefits arctuifuj to the parties hereto and other voletable rorukhoation, the
receipt arid sufficiency of which consider 3tiou is hereby acknowledged,,and in order to waiuce Lender to make the adtfitiunal loan
above referred to,it is hereby declared,understova,and agreed as follows:
(1) That said need of trust in favor of I Ptirfer,as to said additional loan as ivrE'f as all other obliiIations recited is
thereby, anrl any renewals or extensions thereof,shall unconditionally be and remain at all times a lien or charue oil file
property therein described,prior arid superior to the lien or charge of the detO of trust first above mentioned,
(2) That Lender would not make Its additional loan above described without this Subordination agreement.
Q) That this sofeement Shelf be rite wfolm and only agreement with regard to the subordioation of the lien or charge of the
deed of trust first above mentiontm to the lien or charge of the deed of trust In favor of tender above relented to auj shillf
supersede and cancel, but only ursof.0 as would affect the primity between time(jeeds of trust Ittgeirthefine specific0ly
described, arty prior agreement a,tee ji'lch subordination inciudilgri,but riot lbnuol' those provisions, it aflv„ COMlitn'l
In thedired of trust first above mentio'led,which provide for the sobindination of the lien or cha;lre Ihmeof to another deed
or deeds of trust or to another mintilaya or mortgages-
Beneficiary declares,agrees,and acknowledges that
(a) He consents to and approves (11 all provisions of lite note evidencing said additional loan and the deed of trust
Securing same, and 00 all agreements, including but riot limited to any loan or escrow agreements,bei ween Owoer
and Lender for the disbursement of the proceeds of Lender's additional loan:
fb) Lender In making disbursements pursuant to any such agreement is under no obligation(or dimly to,nor has Lender
represented that it will, see it) the application of Such Proceeds by lite person or persons to whom Lender disbutses
such proemis arid any application of use of,,each proceeds for purposes other than those Provided for in Stith ispee,
ment or agreements shall nut defeat the subordination herein made in whole or in part',
(c) He intentionally and unconditionally waives, refiriouishes, and subordinates lite lien or charge of the deed of trust
first above mentioned in favor of the lien or charge upon said land of the deed of trust in favor of Lender.as to will
additional loan as well as all other obligations recited thereat as being secured thereby, and understands that in re
Hance upon and in consitlefatioa of this waiver,relinquishinent argil submiiinationt Specific loans and adv Mees age
being and will be made wid,as part and patcel thereof,specific monetary and other obligations are being and will be
entered Into which would riot be roade or entered into but for said teliarice upon this waiver, relinquishment and
subordination,and
(d) An endorsement has been placed upon the note wored by the deed of trust first above mentioned that said deal of
trust has by this Instrument been Subordinated to the lien or charge of the deed of trust in favor of Lerider above
referred to.
NOTICE: T141S SUBORTlINATION AGREEMENT CONTAINS A PnOVISION WHICH ALLOWS THE PERSON OBLIGATED ON
YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN, A POn1 ION OF WI-RCH MAY BE EXPENDEL) FOR
OTHER PURPOSES THAN IMPROVEMENTOF THE LAND
A,KA FIWIMES
StSA MIMAL�1141MIJII
V Q N PARD UP REDEVEWRIVIr A� OF THE,CM OF REMM)S
Gerteral Partner
—XiCarral Partner By-
Karm 1r. �Iar 4 an,f=il,,Y own"
BY: TIM Z13104Sn FAK1Y 'ff=, Qwrail Partner
By* (ALL SIGNATURES MUST BE ACKNOWLEDGED),
Ttflf'r, PRt(,)R TO 7711 F1'FCLg7`0iV Of,' VMS' SURORDINATION AGRJFFAffN7, TIJE PARTIES
caysuir If rUVR An'ORNEYS 1111711
fr'l TA <,iim-uarnNAT1(1t4 FORM -1-1
;
BEST, BEST x RIE ER
LAWYeAS 8
400 b.4t S S cG?n1 St UARE „ ONTARIO
NVE
(6T9) 1,25-7Z64
POST , 4) 989-8564
POST OFFICE 9QX B02.6 > _
RANCHO MIRAGE.: RlVr' SJDE, CALIFt'PWA 9250 SAN WEGO
TELCC:HONS i714a 6,S6.1450 J +` (6a 3;457-495
x �
June 22 , 1988
Norm McMenemy
Director
Redevelopment Agency
City of Redland
R. 0.. Box 2890
Redlands, CA 92373
Dear Norm
Enclosed for your files please find a copy of the
recorded Subordination Agreement by and between the
Redevelopment Agency of the City of Redlands and B&Z
Enterprises
Yours sincerely,
ohn E. Brian of
Best, Beat & Krieger
EB/ch
Enclosure
eb99
. .REC "Si"r
°.
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Redevelopment Agency of the
City of Redlands`
c/o John E. Brown, Psq.
Attorney for Agency
Rest Rest & Krieger
4200 strange Street
Post Office Box 102
Riverside, California 92501
MAIL TAX STATEMENTS TO
R_Z 'Enterpries
1615 West Fern Avenue T
Redlands, California 92373
" 'M,VopVed, or GRANT ItL'EC3
m. .
it il,
TIT
I r
,..e[,
For valuable consideration, receipt of which i
hereby acknowledged,
REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS,
public body, corporate and politic, of the State of
California, herein called "Grantoar, " acting to carry out the
Rede elooment Plan for the Redlands Redevelopment Project
(which plan is hereinafter referred to as the "Redevreloobment
Plan") under the Community Redevelopment ent L of California,
hereby grants to:
36-U74759
B-Z _N ZPRI-S , a general partnership
as "Grantee, " the real property ( hereinafter referred to as
the "Property" ) described on Attachment l hereto.
1. The Property is conveyed subject to the Rede-
velcp ent Plan and pursuant to a Disposition and Development
Agreement dated June l6 , 1987, ( the "Agreement" ) entered
into by and between Grantor and Grantee (herein called
"Agreement" ) the provisions of which are incorporated herein
by reference. The Property is conveyed further subject to
all easements, rights-of-way, covenants, conditions,
restrictions, reservations and all other matters of record.
2. The Granted hereby covenants by and for
itself, :its representatives, successors and assigns and all
persons claiming; under or through it that during const-ruc-
tion
onstru -tion and thereafter the Grantee shall not use or hermit the
use of the Property for other than the uses specified in the
Redevelopment Flan and the Agreement.
. The Grantee hereby covenants by and for
itself, :its representatives, successors and assigns and all
persons claiming under or through it to construct and main-
tain the improvements and landscaping on the Property in
accordance with the provisions of the drawings and plans
approved by the Grantor pursuant to the Agreement .
2
m , —
4 . Prior to the issuance of a Certificate off
Completion by the Grantor as; provided in the ?redevelopment
Plan and the Agreement, the Grantee shall not, except as
permit-ted by the Agreement, sell, transfer , convey, assign
or lease the whole or any part of the; Property without the
prior written approval of the Grantor (other than as
expressly permitted in the Agreement ) . This prohibition
shall not apply subsequent to the issuance of a Certificate
of Completion with respect to all of the completed improve-
ments upon the Property.
5. Subject to the provisions hereinafterset
forth, the Grantor shall have the additional right, at its
option, to re -enter and take possession of the uncompleted
Property with all improvements thereon, and to dispossess
Grantee and; all. lessees ( if any) and all those claiming by
or through Grantee, and revert in the Grantor the estate
conveyed to the Grantee, if after conveyance of title and
prier to issuance of a Certificate of Completion for the
Property, the Grantee (car its successors-in-interest or any
such lessees) shall:
(a) rail to commence or proceed with con-
struction of improvements as 'required by the Agreement
for a period of three ( months after written notice to
proceed from the Grantor ; or
3
1.. «a'
17 4
(b) ?abandon or substantially suspend con-
struction
n-struction cf the improvements for a period of three ( 3
months atter written notice of such abandonment or
suspension from the Granter; or
(c) `transfer, or suffer any involuntary
transfer of the Property, or any part thereof, in vio-
lation of ?paragraph 4 of this Grant Deed, and such
violation shall not be cured within three ( ) Months
after written demand by Granter .
Such right to re-enter, repossess and revest shall.
e subordinate and subject to and be limited by and shall
not defeat , render invalid`, or limit:
(a) any mortgage, deed of trust or ether
security instrument expressly permitted by the
Agreement;
(b) Any rights or interests provided for the
protection of the holders of such mortgages, deeds of
trust or ether security instruments, which rights or
interests are consented to in writing by Grantor .
4
8p'' S-('174759
The rights established in this Paragraph 5 shall
not apply to the Property after a Certificate of Completion
for the Property has been issued as provided in the
Agreement.
6 . The Grantee covenants by and for itself, its
representatives, successors and, assigns and all persons
claiming under or through it (including, without limitation,
all lessees) , that there shall be no discrimination against
or segregation o , any person or group of persons on account
of race, calor, creed, religion, sex, marital status,
national origin, or ancestry in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the
Property, nor shall the Grantee itself or any persons
claiming under or through it establish or permit any such
practice or practices of discrimination or segregation with
reference to the selection, location, number, use of
occupancy of tenants, lessees, subtenants, sublessees, or
vendees in the Property. The foregoing covenants shall run
with the land.
All deeds, leases, or contracts made relative to
the Property, improvements thereon, or any part thereof,
shall contain- or be subject to substantially the following
nondiscrimination clauses:
5
(a) In deeds . "The grantee herein
covenants by and for himself, his heirs,;
executors , administrators, and assigns,
and all persons claiming under or through
them, that there shall be no discrimina-
tion
iscri ination against or segregation of, any per-
son or group of persons on account of
race, color, creed, religion, sex, mari-
tal status, national origin or ancestry
in the sale, lease, sublease, transfer,
use, occupancy, tenure or enjoyment of
the land herein conveyed, nor shall the
grantee himself or any person claiming
Lander or through him, establish or permit
any such practice or practices of discri-
mination
is ri-ruination or segregation with reference to
the selection, location, number, use or
occupancy of tenants, lessees, subten-
ants, sublessees or vendees in the lane
herein conveyed. The foregoing covenants
shall run with the land.. "
(b)- In leases. "The lessee herein
covenants by and for himself, his heirs,
executors, administrators and assigns,
and
and all persons claiming under or through
6
88-074759
him, and this lease is made and accepted
subject to the followingconditions :
That there shall be no discrimination
against or segregation of any person or
group of persons, on account of race,
calor , creed, religion, sex, marital
status, national origin< or ancestry, in
the leasing, subleasing, transferring,
use, occupancy, tenure or enjoyment of
the land herein leased, nor shall- the
Lessee himself, or any person claiming
under or through hire, establish or permit
any such practice or practices of discri-
mination
i ri-urination or segregation with reference to
the selection, location, number , use or
occupancy of tenants, lessees, subten-
ants, sublessees or vendees of the lana
herein. leased. "
(c) In contracts: "There shall b
no discrimination against of segregation
of, any person or group of persons on
account of race, calor, creed, religion,
sex, marital status , national origin, or
ancestry in the sale, lease, sublease,
transfer, use, occupancy, tenure or
7
-e .$9
enjoyment of the land, nor shall the
transferee himself or any person claiming
under or through him establish or permit
any such practice or practices of dis-
crimination or segregation with reference
to the selection, location, number , use,
or occupancy of tenants, lessees, subten-
ants, sublessees or vendees of the land. "
7. No violation or breach of the covenants, condi-
tions, restrictions, provisions or limitations contained in
this Grant Deed shall defeat or render invalid or in any way
,impair the lien or charge of any mortgage, deed of trust or
other financing or security instrument expressly permitted by
the Agreement, provided, however , that any successor of
Grantee- to the Property or parcels thereof shall be bound by
such remaining covenants;, conditions, restrictions , limita-
tions and provisions , whether such successor ' s title was
acquired by foreclosure, deed in lieu of foreclosure,
trustee ' s sale or otherwise.
. All covenants contained in this Grant Deed
shall run with the land and shall be minding for the benefit
of the Grantor and its successors and assigns and such cove-
nants shall: run in favor of the Grantor and for the entire
period during which such covenants shall be in force and
8
-MVIL
, ._
effect, wi thoLlt regard to whether the Grantor is or remains
an owner of any land< or interest therein to which such cove-
nants relate . ' The Grantor, in the evert of any breach of any
such covenants, shall have the right to exercise all of the
rights and remedies provided herein or otherwise available,
and to maintain any actions at lair or suits in equi=ty or
other proper proceedings to enforce the curing of such
breach-. The covenants contained in this Grant Deed shah be
for the benefit of and; shah be enforceable only by the
Grantor and its successors and assigns.
. The covenants contained in Paragraphs 2 and,
of this Grant Deed shall remain in effect until the:
termination date of the Redevelopment elan or any extension
thereof . Thereafter , the only uses authorized for the Prop-
erty shall be those permitted by the City' s General Flan,
Specific elan Redevelopment Plan and zoning ordinances,. The
covenants contained in Paragraphs 4 and 5 of this Grant Deed,
shall remain in effect until issuance of a Certificate of
Completion for the Property from Grantor , and after such date
shall terminate and be null and void.
The covenants contained in Paragraphs 6, 7 and 10 of
this Grant Deed shall remain in effect in perpetuity.;
9
10 , The covenants contained in this Grant Deed,
without regard to technical classification or designation,
shall not benefit or be enforceable by any person, firm or
corporation, public or private, except Grantor and its suc-
cessors and assigns. Any amendments t the Redevelopment
Plan w .ich change the uses or development tien permitted on
the Pronerty, or otherwise change any of the restrictions or
controls that then apply to the Property, shall require the
written consent of Grantee or the successors and assigns sof
Grantee in and to all or any part of the fee title to the
Property; but any such ammendne:nt shall not requi
88-074759
with the Redevelopment Plan, and which are approved by the
Agency. Grantee farther covenants to commence construction
on the Property on or before the date specified in the
Agreement . Should Grantee fail to commence construction by
such date, the Property small revert to and revest in
Grantor, and all purchase money obligations and encumbrances
upon the Property executed by Grantee (in accordance with the
Agreement.) and Meld.. by Grantor at the time of such reversion
shall be discharged and reconveyed. The remainder, if any,
of any cash; payments paid by Grantee in cash shall be
retained by Grantor .
IN WITNESS WHEREOF, the Grantor and Grantee have
caused this instrument to be executed this 2nd day of
March 1988.
Dated: March 2 , 1988 REDEVELOPMENT AGENCY OF THE
CITY OF REDLANDS
STATE OF CALIFORNIA � -. ' '
) SS
COUNTY OF SAN BERNARDINO )
On this 8th day of March, in the year 1988, before Acte, B. Sanchez ,
Notary Public,, personally appeared CAROLE BESWICR, Charman, TIM
JOHNSON, Member , and LORRIE POYZER, Secretary, of the Redevelopment
Agency of the City of Redlands and; acknowledged to me that the.
Redevelopment Agency of the City of Redlands executed the within
instrument.
IN WITNESS WHEREOF, I hereunto set my hand and official seal=.
OFFKUL SM
em 0 COUNN B. Sanchez
My Commission Expires 6/12/91
7 47
The provisions Cif this Grant meed are, hereby
approved and- accepted.
ENTERPRISES
Dated: IMarch 10, 1988 By. 11-7(,4�J
RI
�CiIAR BURKHART
Genera. Partner
Dated. March 10, 1,988 Bart 1
Et1WSKI
Genera ) Partner
c,:OL:NT1 fist/ San Bernardino � �� � :, � ..
On EE CO
:� Ntat.cav }'aabtsr in and for safd ("�ttnty
and �O att% ,3+a :"tr.ad'� app .rja, _
Richard Burkhart� FOR NOTARY 'SEAL OR STAMP
end j;� Zd nPw ka,
c known to me a
2 OFFICIAL SEALI
tai 'tai �.,. .. #� �. of ihe a :rCr-ss r orf the p artnvra- ip
GERALDINE F. BRAY
that rxecuta(i the wit"i €a and .a"3�tara��a�"+�.� to mH� Omt NOTARY PUBLIC - CALIFCRNIA
r.U(Al partner;hip executed the "=ztwa: '��— SA14 BERN Rt INO GOUNTY
w
My Com issim E*ms SW.6, 1989
4-11y
a.rt
Cl
ATTACHMENT 1
Parcel No. I of PARCEL MAP NO. 11420 , in the City of Redlands,
County of San Bernardino, State of California, as per map
recorded in Book
Lg& , Page of parcel maps,
in the office of the Recorder of said county.
RECORDING REQUESTED BY: IN OFFICIAL RECORE
t° ,, ,> T�.� a SAN C0
i
Ou °
CALI
WHEN RECORDED MAIL TO: _5 IVY .��. GIFT r� � ^.
°
D(n.;
95
78
r TT?'y
SPACE ABOVE HIS LWE L16FOR RECORDER'S USE
SUBORDINATION AGREEMENT
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY" BECOMING
SUBJECTTO AND OF LOWER PRIORITY THAN THE LIENOFSOME OTHER OR LATER SECURITY INSTRUMENT.
THIS AGREEMENT" made this 10 day of MAY ig 88 by B&Z ENTERPRISES, A GENERAL
PARTNERSHIP
"atti
I owner of the land hereinafter described and hereinafter referred to a "Owner,"and THE REDEVELOPMENT AGENCY OF THE
sf CITY OF REDLANDS
y"
,p;t
present owner and holder of the deed of trust and note first hereinafter described and hereinafter referred to as "Beneficiary";
WITNESSETH
THAT WHEREAS" B&Z ENTERPRISES,A GENERAL PARTNERSHIP
did on MARCH 2,1988 execute a deed of trust to GUARDIAN EQUITIES,LTD. ,A CALIFORNIA
CORPORATION ,as trustee,covering.
PARCEL NO. 1 OF PARCEL MAP NO. 11420 IN THE COUNTY OF SAN BERNARDINO
STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOT; 125,PACE 33 OF PARCEL MAPS,IN THE
OFFICE OF THE COUNTY RECORDER OF SAN BET'NRDINO COUNTY-
to secure a note in the sura of$ 43,516.44 ,dated MARCH 2,1988 in favor of ti 3e
ed AGENCY OF THE CITY OF REDLA I)S which dteed of
trcr t was recorded MARCH 11,1988 ins me jt9e#88-074760Official Records of said county and
is subject and subordinate to the deed of trust neDtt hereiha ter escri an
WHEREAS, B&E ENTERPRISES,A GENERAL PARTNERSHIP
did on May 18, 1988 execute a deed of trust to S—RRO ENTER;PRI Tc t CALIgFO Id` CtRPORA'TIOI
, as trustee, covering %M514ri an sec:urin an in e t Hess rn
Ole<'.ar-rtarur'it of, 368,000 in favor,of THE BANK OF HMIET
, hereinafter referred to as%ender,@" which deed of trust was
recorded- CONC„U R;�T Y EWITH in book page Official Records of said county" asci provides
among other th mgs t it iI"slaaa�J so secure additional loans and advances thereafter Made upon the terms andconditions therein set
forth;and
WHEREAS, Owner ties executed,or is about to execute,a,mote in the amount of$368,000 dated
May 12, 1988 , in favor of Lender, payalde with interest and ul )n the terms and conditions desxrribed therein, which
rote evidences an additional loan to be made by Lender to Owner render the terms and provisions of, and seethed by, said deed Of
trust. in favor or Lender;and t
WHEREAS, it is a condition precedent to obtaining said additional loan that said decd of trust in favor of Lender, secutingall
obligations recited therein as beim secured thereby, including but not limited to said additional loan, shall unconditionally be anrt
remain at all flutes a lien or charge upon the land hereinbefore described, prior and superior to the lien or charge of the deed of trust`
first above mentioned;and
WHER EAS, Lender is willing to make said additional loan provided the deed of trust securing the same is a lien or charge upon said
land prior and superior to the lien or charge of the deed of trust first above mentioned and provided that Beneficiary will specifically is
and unconditionally subordinate the lien or char e,of the deed of trust first above mentioned to the lien or change of said deed of frost
in favor of Lender;.and
P,
r
WHEREAS, it is to the mutual benefit of the parties hereto that Lender make said add itirarasal loan to Owner;and Beneficiary is willing
that the deed of trust securing the same shall constitute a lien or charge upon said land which is unconditionally prior and superior
to the lien or charge to the deed of trust first above mentioned.
NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valcaable considerations, the
receipt and sufficiency ,aiwhich consideratimi is hereby acknowledged, and in ordea to it,(J ic:e Lewder to make the aoditionral los s't
above referred to, of rs hereby declared,undePrsto,,,�r. and agreed as foiln€ s'
(f( That said deed of trust in favor of p ander,as to said adfdit ona6 Ioan as :'ll aot:Ia,r of)figafions,fecited as heFn sef-,Ljr d
thereby, and any renewals or extensions thereof, shall unconditionally be and rerrsain at alt tunes a hen or diarge on the
property therein described, prior and superior to the lien or charge of the deed sat trust first above mentiraned.
(2) That fender would not snake its additional loan above described without this subordination agreement,
(3) That this atc'res ent shall be the vvr,zle and only agreement with rea„gard to the scibotdiiaauon of the Tien car charge of the
deed of trust whit above mentionerr ora the lien or charge of the deed of trust in favor of lender above referred to and strath
supersede and t;ancel, but only insofar, as would affect the pricrtity between Lire deeds of itust hereinbefore specifically
described, any prior agreement as ,co such subordination including, but raot liraaitrad, those provisions, if any, coruakwA
in the deed of trust first akrove nieriti rr d di•,which provide for the subordination of the fieri or charge thereof to another de€,d
or deeds of trust or to another mortgage or mortgages.
Beneficiary declares,agrees,and acknowledges that
(a) He consents to and approves (i) all provisions of the nota evidencing said additional loan and the deed of trust
securing same, and (ii) all agreements, including but not limited to any loan car escrow agreements,between Owner
and fender for the disbursement of the proceeds of LenderPa additional loan;
(b) fender in making disbursements pursuant to any such agreement is under no obligation or chity to,nor has Leri(er
represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses
such proceeds and any appal9cation or use of:such proceeds for purposes other than those provided for in such agree-
ment or agreements shall not defeat the subordination herein,Wade in wrlreak: or in part.
(c) He intentionally and unconditionally waives, relinquishes, and subordinates the fiery or charge of the gleed of trust
first above mentioned in favor of the lien or charge upon said land of the Meed,of trust in,favor of Lender,as to said
additionai loan
nsklobligations
recited i being . cfie arKi
d re-
liance upon and in consideration of thiswaiver, relinquishment shment a dsubord subordination c loans and advances
are
being and will be made and,as part and parcel thereof,specific monetary anti other obligations are being and will be
entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and
subordination;and
(d) An endorsement has been placed upon the note secured by the deed of trust first above,mentioned that said(lead of
trust has by this instrument been subordinated to the lien or charge of the deed of trust in favor of Lender above
referred to,
NOTICE: THIS SUBOROT NATION AGREEMENT CONTAONS A PROVISION WHICH ALLOWS THE PERSON OBLIGATEDON
YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN, A PORI-ION OF WHICH MAY BE E PENDEO FOR
EITHER PURPOSES THAN IMPROVEMENT OF THE LAND.
T1IF REDEVELOPMENT AGENCY OF THE CITY B&Z ENTERPRISES,A GENERAL PARTNERSHIP
n
BY:
." �11 d 7trY 4 1t , J , Y t 27d Y
Beneficiary _ By- OwTr �.�.
B1frkii'rt: , g'e3'rttier
t`
(ALL SIGNATURES MUST BE ACf°NPWLEDGE.)(
AT T1�S By: i"" ,
,v
Donna,.Dareerr Zdunow i
Trustees of the Zdunowas i Family
Trust, Partner
T LV R ('0,TVV1Er°NLgED 771AT RIO TO TJJE EXE' UTION Oh' 'TI-11 SURORL)11VA'1"ION AGREE' f1 NT, T11E A4RTIL'S
(CLTA SUBORDINATION FORM °'C")
txsa ir�,at
MSAFECO
TITLE INSURANCE
�a
STATE OF CALIFORNIA
Sanrnar-dina_, .._ .
On this _. day of .. May,...... ......t J t .,before me,the undersigned,a Notary Public in and for
Laid State,personally appeared _ 'U'llo sk a d.Getie. Z .unow k , trust e
the Zdunowkijamil TTvs he
. w_. .._... ..,personally known to the or proved to
me on the basis of satisfactory evidence
e to be the person .._; who FOR NOTARYAL OR STAMP
executed the within instrument as .... ... ... .... ._ .. _. _. ._
of partners of the partnership that executed tate within instrument,and
acknowledged to me that such partnership executed the same.
.35 WITNESS 7and tficiall.sA.i taturnr ftttrh.
MY
x
Comms tc
C,F
RECORDING REQUESTED BY:
WHEN RECORDED MAIL TO:
THE BW OF HMF.;
01,
P. 0. 4301 �
Hariet, California, 92343 <
Attn: William Cole, Sr. V.P. ` � ...
SPACE ABOVE THIS LINE POFD RECORDER'S USE
SUBORDINATION AGREEMENT
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING
SUBJECT TO AND OF LOWER PRIOR ITYTHANTHE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT,
THIS AGREEMENT, made this 12th day of May 19 89 by
B-Z FST S, A GENERAL PARTNERSHIP
owner of the land hereinafter described and hereinafter referred to as"Owner,"and
REDEVELOPMENT AGENCY OF THE CITY OF REDLAMS
present owner and holder of the deed of trust and note first hereinafter described and hereinafter referred to as "Beneficiary";
WITNESSETH
THAT WHEREAS, B-Z ENTIMMISES, AE PARTNER IIP
did on March 2, 1988 execute a deed of trust to REDEVELOPMENT AGENCY I ' CITY C} fd LANl35
F
,as trustee,covering:
Parcel. No. 1 of Parcel Map No. 11420, in the County of San Bernardino, State of California, as per Map
recorded in Book 125, Page 33 of Parcel Maps, in the Office of the County Recorder of said County.
to secure a note in the sum of$43,516.44 ,dated March 2, 1988 ,in favor of
, which deed of
trust was recorded March 11, 1988 in book --- page 88-0747601 , Official Records of said county and
is subject and subordinate to the deed of trust next hereinafter described, and
WHEREAS, B & Z E .., .PRISES, A GENERAL PARR1F12,SHIP
did on May 12, 1989 execute a deed of trust to S-M ENTMERISES, INC., A CALIFORNIA A CORPORATION
, as trustee, covering said land and securing an indebtedness in
the amount of$ 368,000.00 in favor of THE BAW OF RDIET, A CALIFORNIA CORPORATION
, hereinafter referred to as "Lender," which deed of trust was
recorded concurrently herewith in book "" page `"" , Official Records of said county and provides
among other things that it shall also secure additional loans and advances thereaf ter made upon the terms and conditions therein set
forth;and I
WHEREAS, Owner has executed,or is about to execute,a note in the amount of$368,000-00 ,dated
May 12, 1989 , in favor of Lender, payable with interest and upon the terms and conditions described therein, which
note evidences an additional loan to be made by Lender to Owner under the terms and provisions of, and secured by, said deed of
trust in favor or Lender;and
WHEREAS, it is a condition precedent to obtaining said additional loan that said deed of trust in favor of Lender, securingali
obligations recited therein as being secured thereby, including but not limited to said additional loan, shall unconditionally be and
rernain at all times a lien or charge upon the land hereinbefore described,prior and superior to the lien or charge of the deed of trust
first above mentioned;and
WHEREAS, Lender is willing to make said additional loan provided the deed of trust securing the same is a lien or charge upon said
land prior and superior to the lienor charge of the deed of trust first above mentioned and provided that Beneficiary will specifically
and unconditionally subordinate the lien or charge.of the deed of trust first above mentioned to the lien or charge of said deed of trust
in favor of Lender;and
WHEREAS, it is to the mutual benefit of the parties hereto that Lender make said additional loan to Owner;and Beneficiary is willing
that the deed of trust securing the same shall constitute a Bert or charge upon said land which is unconditionaliy prior and superior
to the lien or charge to the deed of trust first above mentioned,
NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the
receipt and sufficiency of which consideration is hereby acknowledged, and in order to induce Lender to make the additional luan
above referred to, it is hareby declared, understo(,c., and agreed as follows:
ill That said deed of trust in favor of I ender,as to said additional loan as wait as all rather obligations recited as tieing secured
thereby, and any renewals or extensions thereof', shall unconditionally be and remain at all times a lien or charge on the -
property therein described,prior and superior to the lien or charge of the deed of trust first above mentioned,
J2) That Lender would not make its additional loan above described without this subordination agreement,
131 That this a a:a r rent shall be the+sir=oie and only agreement with regard to the subordination of the lien or charge of the
deed of trust fmix above rnentrorum to the lien or charge of the deed of trust in favor of lender above referred to and shall
supersede and cancel, but only insofar as would affect the priority between the deeds of trust hereinbefore specifically
described, any prior agreement a, to such subordination including, but not limited, those provisions, if any, contawvd
inthedeed or trust first above rnem i,_so .t,which provide for the subordination of the lien or charge thereof to another deed
or deeds of trust or to another mortgage or mortgages.
Beneficiary declares,agrees,and acknowledges that
{a} He consents to and approves til all provisions of the note evidencing said additional loan and the deed of trust
securing same, and (ii) all agreements, including but not_limited to any loan or escrow agreements,between Owner
and Lender for the disbursement of the proceeds of Lender's additional loan,
(b) Lender in making disbursements pursuant to any such agreement is under no obligation or duty to,nor has Lender
represented that it will, see to the application of;such proceeds by the person or persons to wham Lender disburses
such proceeds and any apnhcauun or use of such proceeds for purposes ether than those provided for in such agree•
me t or agreements shall not defeat the subordination herein made in whole or in part;
10 He intentionally and unconditionally waives, relinquishes, and subordinates the lien or charge of the Gleed of trust
first above mentioned in favor of the lien or charge upon said land of the deed of trust in favor of Lender,as to said
« additional bran as well as all other obligations recited therein as being secured thereby, and understands that in re-
liance upon and in consideration of this waiver,relinquishment afwA subordination specific loans and advances ate
being and will be made and,as part and parcel thereof,specific monetary and other obligations are being and will be
entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and
subordination,and
fd) An endorsement has been placed upon the note secured by the deed of trust first abovementioned that said deed of
trust has by this instrument been subordinated to the lien or charge of the deed of trust in favor of Lender above
referred to:
NOTICE- THIS SUBI"3Rf`tINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON
YOUR REAL PROPERTY SECURITY TO OBTAIN-;A LOAN, A PORTION OF WHICH MAY BE EXPENDED FOR
OTHER PURPOSES THAN IMPROVEMENT OF THE LAND.
AKA B & , t EV AGEWY OF ME ClTY OF RF?N ANDS
l�cfcat-rf�T: t Generel iter
By, General Partner By,
C
Karen H. 'JiLwkharteneflciary � 6cxrary wiser L
BY: 131E ZDUN0WSK1 FAMIY TRUST, General Partner
By: ncee (ALL SIGNATURES MUST BE ACKNOWLEDGED)
By:
s
-- in the year 1989
it personally appeared
/zer f personally known to m (car
factory evidence) to the person:
as Executive Dire-tor
Redev lopment Agency of the City of
at the Redevelopment Agency o the
in instrument.
my hand and official seal.
B SAN HH
My Commission Expires 6/12/91