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Recorded in official Records, County of
EJ, l Recorder
Recording Requested By and
San Bernardino,
rrol Mackzum
When Recorded Mail to;
Doc No . 19980018321
City Clerk 11 , 32am 01 /20/98
City of Redlands 205 30050489 03 15
PO Box 3005
Redlands, California 92373 1
_IE_LE 3 4 f77 s
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NON STt_LN_t_S_VYt_C7I_TC0_ _TRANS TAX T_DA CHRG �AM
DEVELOPMENT AGREEMENT
This Development Agreement is made and entered into this October 21, 1997, by and
between Cities Pavillion Partners, a California Limited Liability Corporation(the"Developer")and
the City of Redlands,a municipal corporation(the"City")(sometimes collectively referred to herein
as the "Parties") pursuant to the authority of Section's 65864 through 65869.5 of the California
Government Code.
RECITALS
In order to strengthen the public planning process, encourage private participation in
comprehensive planning and reduce the economic costs of development,the Legislature of the State
of California enacted Sections 65864 e"se . of the California Government Code(the"Development
Agreement Legislation") which authorize the City of Redlands and any person having a legal or
equitable interest in real property to enter into a development agreement establishing certain
development rights in the property which is subject of the development project application. Pursuant
to the Development Agreement Legislation, the City Council of the City (the"City Council") has
adopted regulations establishing procedures and requirements for the consideration of development
agreements which are contained in Chapter 18.220 of the Redlands Municipal Code (the
"Development Agreement Regulations").
Developer has a legal or equitable interest in approximately fifty seven (57) acres of real
property located within the City which is more particularly described in Exhibit"A" attached hereto
and incorporated herein by this reference (the "Property"). The Property is also located within the
East Valley Corridor Specific Plan("EVCSP") area of the City.
Developer wishes to construct a multi-phase commercial and administrative professional use
project,the Cities Pavillion Project, and related parking improvements entailing major investment
in public facilities and substantial front-end investment in on-site and off-site improvements on the
Property (the "Project").
DJM3157LE I
On August 1, 1995, the City Council approved, as adequate and complete under the
California Environmental Quality Act, a Mitigated Negative Declaration for the Project.
The following development approvals and policies have been adopted by the City and which
apply to the Project.
The General Plan of the City which allows for commercial and administrative
professional development and related improvements upon the Property. The Project is consistent
with the General Plan.
The East Valley Corridor Specific Plan adopted September 5, 1989 which allows for
commercial and administrative development and related improvements upon the Property. The
Project is consistent with the East Valley Corridor Specific Plan.
The Concept Plan for the Project adopted August 1, 1995, which allows for
commercial and administrative professional development and related improvements upon the
Property. The Project is consistent with the Concept Plan.
A Final Development Plan for Phase I of the Project approved June 24, 1997.
The approvals and development policies described above shall be referred to herein
as the "Existing Approvals."
City and Developer have taken all actions mandated by, and fulfilled all requirements set
forth in, the Development Agreement Regulations.
Development of the Project and the Property in accordance with the terms and conditions of
this Development Agreement will ensure orderly growth and development of the Project in
accordance with the policies and goals set forth in the EVCSP and City's General Plan.
On September 23. 1997 the Planning Commission of City considered this Development
Agreement after a duly-noticed public hearing and has made written findings and recommended its
adoption to the City Council.
For the reasons recited herein, City and Developer have determined that the Project is a
development project for which this Development Agreement is appropriate. This Development
Agreement will in turn eliminate uncertainty in planning for and securing orderly development of
the Property, installation of necessary improvements,
the provision of public services appropriate
to each stage of development of the Project, and otherwise achieve the goals and purposes for which
the Development Agreement Legislation was enacted.
The City Council has reviewed and hereby approves the provisions of this Development
Agreement. It adopts the findings of the Planning Commission and further finds that the
Development Agreement is in conformance with City's General Plan and the EVCSP and that its
DJM3157LE 2
implementation is in the best interest of City and the health, safety and welfare of its residents.
NOW,THEREFORE, in consideration of the mutual covenants contained herein, and such
other good and valuable consideration, the receipt of which is hereby acknowledged, the City of
Redlands and Cities Pavillion Partners, LLC, hereby agree as follows:
Article 1. Prol2em and Term
Propertv subject to this Development Agreement.
All of the Property shall be subject to this Development Agreement. The Parties
intend that the provisions of this Development Agreement shall constitute covenants which shall run
with the Property, and the benefits and burdens hereof shall bind and inure to all the successors in
interest and assigns of the Parties hereto.
I
Tenn.
The term of this Development Agreement shall commence upon the effective date
of the ordinance approving this Development Agreement(the "Effective Date") and shall continue
t,
until September 30, 2007 unless extended or earlier terminated as provided in this Development
Agreement(the"Term").
Article 2. Development of the ProaerZl.
2.1 Vested Elements.
The permitted use of the Property,the density and intensity of use, the maximum height and
size of the proposed buildings, the provisions for the reservation or dedication of land for public
purposes, and provisions for public improvements, and other terms and conditions of development
applicable to the Property as set forth in:
the City's General Plan as of the Effective Date of this Development Agreement;
the EVCSP as of the Effective Date of this Development Agreement except as to
parking requirements and standards for theater uses; and the regulations governing
signs;
the Concept Plan approved by the City on August 1, 1995;
the Phase I Development Plan approved by the City on June 24, 1997; and
the various applicable Fee Ordinances of the City in existence on the Effective Date
of this Development Agreement; provided, however, with regard to such fee ordinances only, the
term of this Agreement shall be for one(1)year from the Phase 1.two(2)years for Phase 11 and three
DA13 I 571-F 3
(3) years for Phase III, all commencing upon the Effective Date of this Development Agreement.
After three years from the Effective Date of this Development Agreement,the fees established by
the City and then in effect shall be applicable to any phase of the project which has not received
permits during the respective terms specified in this subsection. For the purposes of this subsection,
Phase I is defined as that entitlement approved on June 24, 1997, and consisting of approximately
55,000 square feet ofretail/restaurant uses and multi-screen theater; Phase II is defined as 125,000
square feet of retail/restaurant uses; and Phase III is defined as a hotel, two office buildings and a
skating rink, are hereby vested subject to the provisions of this Development Agreement (herein the
"Vested Elements").
2.2 Congestion Management Plan. City shall defer collection from Developer of
Congestion Management Program ("CMP") related fees imposed on this project from the date of
issuance of a building permit for the Project to the date City is required by the San Bernardino
Association of Governments, or any other authorized agency or entity, to pay city's fair share costs
of any CMP related improvements attributed to the development of the Project. Notwithstanding
any other provisions of this Development Agreement, this obligation of Developer shall survive any
termination of this Development Agreement,and shall be binding upon all successors-in-interest and
assigns to all or any portion of Developer's interest in the Property. Should the property be
subdivided or otherwise transferred in portions, the Developer and/or all successors-in-interest and
assigns shall be responsible for payment of any CMP related fees due pursuant to this section 2.2
in proportion to the square footage of land within their control by the percentage of the total acreage
of the project. Further, Developer shall provide written notice of the payment obligation set forth
in this section 2.2 to all such successors-in-interest and assigns. The notice required by this section
shall be made prior to any voluntary transfer of Developer's interest in the Property, or within
fourteen days after any involuntary transfer, and copy of such notice shall be concurrently mailed
to the City at the mailing address specified in section 8.2 of this Development Agreement.
2.3 Rules Regulations and Official Policies.
(a) Development of the Property shall be subject to all standards of City's General Plan,
applicable specific-plans,City's Municipal Code,and other rules,regulations,ordinances and official
policies applicable to such development on the Effective Date of this Development Agreement
except as otherwise provided herein. Except as otherwise provided in this Section 2.3, to the extent
any changes in City's General Plan,applicable specific plans City's Municipal Code or other rules,
ordinances, regulations or policies are in conflict with the Vested Elements, the Vested Elements
shall prevail. To the extent any provisions of future general plans, specific plans, the City's
Municipal Code or other rules, ordinances,regulations or policies, adopted on a City-wide basis, are
applicable to the Property and are not in conflict with the Vested Elements, such general plan,
specific plans, Municipal Code provisions or other rules, ordinances, regulations or policies shall
be applicable.
(b) This Section shall not preclude the application to development of the Project or
Property of changes in City laws,regulations, plans or policies, the terms of which are specifically
mandated and required by changes in State or Federal laws or regulations. In the event State or
DiN11:15711 4
Federal laws or regulations enacted after the Effective Date of this Development Agreement or
action by any governmental jurisdiction other than City prevent or preclude compliance with one or
more provisions of this Development Agreement or require changes in plans, maps or permits
approved by City, this Development Agreement shall be modified, extended or suspended as may
be necessary to comply with such State or Federal laws or regulations or the regulations of such
other governmental jurisdictions, provided such changes do not substantially adversely change the
type of use contemplated by Developer.
(c) Codes,ordinances and regulation relating to construction standards or permits shall
apply as of the time of grant of each applicable construction permit.
Article 3. Obligation of the Parties.
31
I Developer.
31.1 Development of the Project. Development of the Project on the Property
shall be in conformance with all of the terms, covenants and requirements of this Development
Agreement.
3.1.2 Referendum.
In the event of City's adoption of an ordinance approving this Development
Agreement and the subsequent filing with City of a petition qualifying a referendum thereof in
compliance with the provisions of the California Elections Code, Developer shall pay, upon the
request of City, all administrative and other costs incurred by city in processing the referendum
petition and conducting an election thereon.
3.1.3 Consideration.
Developer shall pay to City the sum of Two Hundred fifty Thousand Dollars
($250.1000) at the time of City's issuance of a certificate of occupancy for the first building
constructed for the project. Such sum shall be deposited by City into a special account for
expenditure on City's "Barton House." In the event such funds are not expended within two years
from the date of deposit. the City may place the funds in City's General Fund.
.2
32.1 City's Good Faith In Processing. City shall accept,process and review,in good
faith,all applications for subdivision approval,development plan approval,building permits or other
entitlement for the Project, In accordance with the terms of this Development Agreement. The scope
of City's review of remaining or supplementary applications for development approvals shall be
confined to the issue of conformance to the terms of the Development Agreement.
5
DJM3157111-E
Article 4. Default..Remedies. Termination.
4.1 General Provisions.
Subject to extensions of time by mutual consent in writing, or as otherwise provided herein,
failure or delay by either party to perform any term or provision of this Development Agreement
constitutes a default under this Development Agreement. In the event of default under this
Development Agreement or any of its terms or conditions,the party alleging such default shall give
the alleged defaulting party not less than thirty(30) days' notice in writing, measured from the date
of certified mailing, specifying in detail the nature of the alleged default and when appropriate, the
manner in which said default may be satisfactorily cured. During any such thirty (30) day period
of curing, the party charged shall not be considered in default for purposes of termination of the
institution of legal proceedings.
After proper notice and expiration of said thirty(30) day cure period without cure, or if such
cure cannot be accomplished within such thirty (30) day period, without commencement of cure
within such period and diligent effort to effect cure thereafter, the other party to this Development
Agreement, at its option, may institute legal proceedings to enforce this Development Agreement
or give notice of termination of this Development Agreement. Such notice of termination shall be
by certified mail, return receipt requested.
Failure or delay in giving notice of default pursuant to this Section 4.1 shall not constitute
a waiver of any default, nor shall it change the time of default. Except as otherwise expressly
provided in this Development 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 either 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.
4.2 Annual Review.
During the Term of this Development Agreement, City shall, each year at the first regular
City Council meeting of September, review the extent of good faith compliance by Developer under
this Development Agreement in accordance with the Development Agreement Legislation. The
costs of such annual review shall be borne by Developer. At such meeting, Developer shall be
required to demonstrate, at Developer's expense, its good faith compliance with the terms of this
Development Agreement. If, as a result of such annual review, City finds and determines, on the
basis of substantial evidence that Developer has not complied in good faith with the terms and
conditions of this Development Agreement, City may terminate this Development Agreement after
following the procedure set forth in Section 4.1 above.
4.3 Applicable Laky/Attorneys' Fees.
This Development Agreement shall be governed by and constructed in accordance with the
DJIN,1315711,16
laws of the State of California. Should any legal action be brought by either party because of breach
of this Development Agreement, or to enforce or interpret any provision of this Development
Agreement,the prevailing party shall be entitled to reasonable attorneys' fees(including reasonable
in-house counsel fees of City and Developer at private rates prevailing in San Bernardino County),
court costs and such other costs as my be imposed by the Court.
Article 5. Permitted,Delays: Supersedure by.Subsequent Laws.
5.1 Permitted Delays.
I a addition to any specific provisions of this Development Agreement,performance by either
party of its obligations hereunder shall be excused during any period of delay caused at any time by
reason of acts of God or civil commotion, riots strikes, picketing, or other labor disputes, shortage
of materials or supplies,or damage to work in process by reason of fire, floods,earthquakes,, or other
that party casualties,the failure,delay or inability of other party to act;provided,however, ha each aft shall
promptly I notify the other party of any delay hereunder as soon as possible after the same has been
ascertained. The Term of this Development Agreement shall be extended by the period of time that
Developer is actually delayed as a result of such cause.
5.2 Supersedure by Subsequent Laws.
If any agency other than the City imposes any law or regulation ("Law") after the Effective
Date of this Development Agreement which prevents or precludes compliance with one or more
provisions of this Development Agreement, then the provisions of this Development Agreement
shall,to the extent feasible,be modified or suspended as may be necessary to comply with such new
Law. immediately after enactment of any such new Law,the Parties shall meet and confer in good
faith to determine the feasibility of any such modification or suspension based on the effect such
modification or suspension would have on the purposes and intent of this Development Agreement.
In addition. Developer shall have the right to challenge the new Law preventing compliance with
the terms of this Development Agreement, and, in the even such challenge is successful, this
Agreement shall remain unmodified and in full force and effect.
Article 6. Mortgage Protection: Certain Rights of Cure.
6.1 Mortgage Protection
This Development Agreement shall be superior and senior to any lien placed upon the
Property, or any portion thereof after the date of recording this Development Agreement, including
the lien of any deed of trust or mortgage ("Mortgage"). Notwithstanding the foregoing, no breach
hereof shall defeat,render invalid, diminish or impair the lien of any Mortgage made in good faith
and for value,but all of the terms and conditions contained in this Development Agreement shall be
binding upon and effective against any person or entity, including any deed of trust beneficiary or
mortgagee("Mortgagee")who acquires title to the Property, or any portion thereof by foreclosure,
trustee's sale, deed in lieu of foreclosure, or otherwise.
7
WM31571-1:
6.2- Mortgagee Not Obligated.
Novvvithstandincg the provisions of Section 6.1 above.,no Mortgagee shall have any obligation
or duty under this Development Agreement to construct or complete the construction of the Project
or its related improvements, or to guarantee such construction or completion; provided, however,
that a Mortgagee shall not be entitled to devote the Property to any uses or to construct any project
or improvements thereon other than the Project or improvements provided for or authorized by this
Development Agreement.
6.3 Notice of Default to Mortgagee.
If City receives notice from a Mortgagee requesting a copy of any notice of default given
Developer hereunder and specifying the address for service thereof, then City shall deliver to such
Mortgagee, concurrently with service thereon to Developer, any notice given to Developer with
respect to any claim by City that Developer has committed an event of default, and if City makes
a determination of noncompliance hereunder,City shall likewise serve notice of such noncompliance
on such Mortgagee concurrently with service thereof on Developer. Each Mortgagee shall have the
right during the same period available to Developer to cure or remedy, or to commence to cure or
remedy, the event of default claimed or the areas of noncompliance set forth in City's notice.
Article 7. Transfers and Assignments.
7.1 Right to Assign.
Developer shall have the right to sell, assign or transfer this Development Agreement, and
all of its rights,duties and obligations hereunder,to any person or entity at any time during the Tenn
of this Development Agreement; provided, however, in no event shall the rights, duties and
obligations conferred upon Developer pursuant to this Development Agreement be at any time so
transferred or assigned except through a transfer of Developer's interest in the Property, or portion
Z:I
thereof transferred.
7.2 Release Upon Transfer.
Upon the sale, transfer or assignment of Developer's rights and interests under this
Development Agreement under Section 7.1 above, Developer shall be released from its obligations
under this Development Agreement with respect to the Property or portion thereof, so transferred
arising subsequent to the effective date of such transfer(i) if Developer is not then in default under
this Development Agreement, (11) Developer has provided to City notice of such transfer, and (iii)
the transferee executes and delivers to City a,%vritten agreement in which(A)the name and address
of the transferee is set forth and (B)the transferee expressly and unconditionally assumes all of the
obligations of Developer under this Development Agreement with respect to the Property, or portion
thereof, transferred.
7.3 Covenants Run With The Land.
DJ N43 177 1_
All of the provisions,agreements,rights,powers,standards,terms,covenants and obligations
contained in this Development Agreement shall be binding upon the Parties and their respective
heirs, successors (by merger; consolidation, or otherwise) and assigns, devisees, administrators,
representatives, lessee, and all other persons or entities acquiring the Property, or any portion
thereof,or any interest therein,whether by operation of law or in any manner whatsoever, and shall
inure to the benefit of the Parties and their respective heirs,successors(by merger,consolidation or
otherwise)and assigns. All of the provisions of this Development Agreement shall be enforceable
as equitable servitude and constitute covenants running with the land pursuant to applicable law:,
including,but not limited to Section 1468 of the Civil Code of the State of California. Each
covenant to do or refrain from doing some act on the Property hereunder,or with respect to any city-
owned property,;(i)is for the benefit of such properties and is a burden upon such Property,(ii)runs'
with such properties, and (iii) is binding upon each party and each successive owner during its
ownership of such properties or any portion thereof,and each person or entity having any interest
therein derived in any manner through any owner of such properties,or any portion thereof,and shall
benefit each party and its property hereunder, and each other person orentitysucceeding to an
interest in such properties.
Article 8. General Provisions.
.1 Project is a Private Undertaking.
ling.
It is specifically understood and agrees by the Parties that the Project subject to this
Development Agreement is a private development;that City has no interest in or responsibility for
or duty to third persons concerning any of the improvements associated with the Project; that
Developer shall Have frill power over and exclusive control of the Property herein described, subject
only to the limitations and obligations of Developer under this Development Agreement. Developer
hereby agrees to and shall defend, indemnify and hold City, and its elected officials, officers,
employees and agents free and harmless from any liability for damage for personal injury,including
death, as_well as f-orr clams for property damage which may arise from Developer's willful
misconduct or negligent acts or omissions under this Development Agreement,excepting suits and
actions Brought by the Developer for default of this Development Agreement or arising from the
negligence or willful misconduct of City;
8.2 ljotiees,Demands and Coz niunication Between The Parties.
-Any written notices,; demands, correspondence andcommunication. between City and.
Developer contemplated or required::by this Development Agreement shall be sufficiently given i
dispatched by registered or certified mail,postage prepaid,return receipt requested to the offices o
Cite and: Developer indicated below. Such written notices, demands, correspondence and.:
communications may be sent in the same manner to such other persons and addresses as either party
may from time-to-time designate by mail as provided in this section.
JM3 157L 9
City: Developer:
City of Redlands Cities Pavillion Partners, LLC
35 Cajon Street 123 Via Marina
Redlands, CA 92373 Marina Del Rey, CA 90292
83 No Joint Venture or Partnership.
City and Developer agree that nothing contained in this Development Agreement or in any
document executed in connection with this Development Agreement shall be construed as making
City and Developer joint venturer's or partners.
8.4 Indemnity.
Developer shall defend, indemnify and hold harmless City, its elected officials, officers,
employees and agents from and against any and all claims, losses,damages,,causes of action,injuries
and actions, including cost and attorneys' fees arising out of, or in connection with, any negligent
act or omission, or willful misconduct of Developer, its officers, employees, agents and licensees
or arising out of, or in connection with. City and Developer's entry into and execution of this
Development Agreement.
8.5 Severability.
City and Developer agree that if any provision of this Development Agreement is held
invalid,the remainder of this Development Agreement shall not be affected and shall remain in full
force and effect unless amended or modified by mutual consent of the Parties.
8.6 Amendment,
This Development Agreement may be amended only by mutual written consent of the Parties
as provided for in the Development Agreement Legislation.
8.7 Waiver.
The failure by either party to this Development Agreement to insist upon the strict
performance of any of the provisions of this Development Agreement by the other party, and failure
by a party to exercise its rights upon a default by the other party hereto, shall not constitute a waiver
of such party's right to demand strict compliance by such other party in the future.
9.8 Entire Agreement.
This Development Agreement is executed in two (2) duplicate originals, each of which is
deemed to be an original. This Development Agreement consists of eleven(11)pages, including
the recitals which constitute the entire understanding and agreement of the Parties as to the matter
WNW 31 571E 10
described herein.
Developer shall defend, indemnify and hold harmless City, its elected officials, officers,
st any and all claims.losses,damages,
employees and agents from and again causes of action,injuries
and actions, including costs and attorneys' fees, arising out of, or in connection with, any negligent
act or omission, or willful misconduct of Developer, its officers, employees, agents and licensees
or arising out of, or in connection with, City and Developer's entry into and execution of this
Development Agreement.
Upon completion of performance by the Parties or revocation of this Development
Agreement. a written statement acknowledging such completion or revocation, signed by the
appropriate representatives of the City and Developer shall be recorded in the Official Records of
San Bernardino County, California.
Executed the day and year first written above.
CITY OF REDLANDS, a municipal corporation
Mayor, City of Redlands
Attest:
Deputy City Clerk CITIES PAVILLION PARTNERS
a California Limited Liability Corporation
Bv: Timberlake Group Tnt-qrnational, Inc.
Its: nn gi M11 e m bber
e r
By:
t
President of t?Corporation
Attest:
Secreth e Corporation
11
DJM31571-E
EXHIBIT 44A"
That portion of the Northeast quarter of Section 21, Township I South,
Range 3 West, San Bernardino Meridian, in the City of Redlands, County of
San Bernardino, described as follows:
Beginning at the Northeast Comer of said Section 21; thence South 89'
35'32" West 2638.43 feet along the North line of said Section 21 to the
North Quarter Comer of said Section; thence South 000 43' 55"East
1307.59 feet to the Center 1/16th Comer of said Section 21; thence North 890
47' 54"East 2636.41 feet to the centerline of Texas Street, said centerline
also being the East line of said Section 21; thence North 000 38' 28" West
1317.07 feet to the Point Of Beginning.
Excepting therefrom that portion of land lying within Tract 12515 as
recorded M' Book 181 of Maps, Pages 83-85 inclusive.
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of i
County of , 'iu
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pers�lally appear9d `°
personally known to me OR ❑
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authorized capacity(ies), and that by
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DEE A HALE which the person(s) acted, executed the
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Los Anceles County ;, WIT N S my hand and official seal. -
M-Y Comm. Expires March 1:2000 ; �
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CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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