HomeMy WebLinkAboutContracts & Agreements_12-1974 RDA_CCv0001.pdf 891
iiECORDED IN OFFICIAL RECORDS
1ECO:9E999: ,9 ,APR 3(1, 1976 AT 1:-) 3.(..) P.M.
ANL) 94131/419
. L4 M DENNIS WARDLE
ClERK-RECORDER
Z.172). Ork""1 F et)L.Ai)Ds D BAAN BERNAR0040 COUNTY, CALIF..
TO- ag0i. IMPLEMENTATION AGREEMENT
'ZEDLPlt0 , 973
TO
DISPOSITION AND DEVELOPMENT AGREEMENT
THIS AGREEMENT, entered into by and between the REDEVELOPMENT
AGENCY OF THE CITY OF REDLANDS ("Aency" ) and R-J INVESTMENTS, a
California corporation ( "Developer" ) , is made with reference to the
following facts :
A. On or about. June 14, 1974, Agency entered into a written
Disposition and Development Agreement ("RDA")*with Howard E . Connor
for the purpose of effectuating the redevelopment plan for the
Redlands Redevelopment Project in the City of Redlands , California.
B. Since the time that said agreement was made, events
affecting the development of the project contemplated by said DDA
have occurred which require the execution of this agreement to recog-
nize the occurrence of such events and to properly define the rights
and obligations of the Agency and the Developer as affected by such
events .
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and conditions herein contained, IT IS AGREED' as r:
follows:
1. The purpose of this agreement is to implement the DDA
entered into by and between Agency and Howard E. Connor on or about
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*Said DDA is attached hereto
as Attachment 5
v8917 12 8
June 14, 1974 so as to effectuate the redevelopment plan for the
Redlands Redevelopment Project and to provide for the construction
of improvements described in the DDA. Except as provided herein,
said DDA shall remain in full force and effect according to its
terms.
2. On or about June 3, l975 the Agency approved, by duly
adopted resolution, the proposed assignment by Howard E. Connor
of all of his interest as Developer for the Redlands Redevelopment
Project to R-3" Investments , a California corporation, whose address
is 610 Newport Center Drive, Suite 620, Newport Beach, California
92660. Subject to the effectuation of such assignment , wherever in
said DDA reference is made to the Developer or to Howard E . Connor,
the same shall be deemed to mean R-J Investments, a California
corporation.
3. . Since the execution of the DDA, the Agency determined
that it would be impractical and uneconomical for it to construct
the garage and the Developer to construct the retail facilities
above it due to the inherent problems associated with having two
contractors and two owners involved in what would be essentially
a single construction project. Agency and Developer therefore have
agreed to modify the provisions of the Attachments to the DDA to
properly reflect their respective rights and obligations with respect
to the development and construction of the project, and it is hereby
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RN817 19
agreed that ".Attachment No. 1--Site Map" , "Attachment NO. 2--
Method of Financing" , "Attachment No. 3--Schedule of Performance"
and "Attachment No. 4--Scope of Development" , attached hereto, shall
replace and supersede each such respective Attachment to the DDA.
4. Section 209 of the DDA shall be and hereby is amended
to read as follows:
".Ad valorem taxes and assessments, if any, on the site
or any parcel, and taxes upon this agreement or any rights there-
under, levied, assessed or imposed for any Period commencing Prior
to conveyance of title to all of the property to be conveyed to the
Developer shall be borne by the Agency. All ad valorem taxes and
assessments of any kind or nature upon, imputed by virtue of, or
measured by the value of any property in the area south of Redlands
Boulevard, except thoaDallocable to the retail buildings and the
enclosed mall constructed by the Developer (not including the park-
ing structure) and the sidewalk and planter areas surrounding said
retail buildings, shall be borne by the Agency, and if and to the
extent that any such taxes are assessed to or required to be paid
by the Developer, or any other occupant of the retail buildings,
the Agency agrees that it will reimburse the same to the Developer
or such other occupant who has paid the same. "
5. Section 314 of the DDA shall be and hereby is amended by
adding at the beginning thereof the following words : "Subject to
the provisions of Section 209, . "
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6. Section 509 of the DDA shall be and hereby is amended
by deleting therefrom the words , "prier to conveyance" .
7. Section 510 of the DDA shall be and hereby is amended
by adding thereto a subparagraph 1(d) reading as follows :
# "or; (d) the Agency, or the City of Redlands , or any
other entity having jurisdiction, fails or refuses to grant to the
Developer a construction permit or other certificate authorizing
and approving Developer' s final construction plans and specifica-
tions for the parking structure to be constructed by Developer as
hereinafter provided, or fails or refuses to issue to Developer a
Certificate of Completion as provided IA Section 323 upon completion
Of said parking structure in accordance with such approved final plans
and specifications and construction permit ."
8. section 701 of the DDA shall be and hereby is amended
to read as follows :
"To comply with the DDA as initially executed, Developer
has borrowed the sum of $385,000. 00 with which to purchase a portion
of the land to be conveyed to it under the terms of the DDA and has
paid to Agency the sum of $296, 585. 24 as a portion of said purchase
price. Inasmuch as Agency has determined that its best interests
)
would be served if the construction of the project were financed in
accordance with the method of financing described in "Attachment No. 2-
Method of Financing" attached to this agreement , and because under the
method of financing proposed therein no such purchase price is or
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would have been required to be advanced by the Developer, Agency
agrees that promptly following the execution of this agreement
it will refund to the Developer the sum so paid, together with
such amount of interest as may be due upon said sum of $385,000.00
by the l'eveloper to The Bank of California, and will cause the
release to the Developer of the balance of funds now held in escrow ."
9. Section 702 of the DDA shall be and hereby is amended
to read as follows :
"If this agreement shall be terminated by Developer
in accordance with Section 510 , or by Agency in accordance with
Section 511, Agency agrees forthwith upon such termination to
repurchase from Developer the property theretofore conveyed to it .
The repurchase price shall be:
"1. In the case of termination under Section 510,
all out-of-pocket costs expended or incurred by Developer associated
with the project and its development , including but not limited to
unreimbursed land costs , costs of labor and materials for construe-
tion, loan costs and interest , fees to contractors and architects
and closing and title costs , up to the date of termination. Upon
payment of the sum so determined, Developer shall reeonveY to Agency
all right, title and itnerest which it may nave in the site
"2. In the case of termination under Section 511, all
amounts paid by Developer to Agency for acquisition of land which
have not been refunded to Developer, together with the amounts
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'11232
actually expended or incurred by Developer up to the date of
termination for labor and materials furnished to the site. Upon
payment of the sum so determined, Developer shall reconvey to
Agency all right, title and interest which it may have in the site
and agrees, to the extent that it may do so, to assign to the Agency
its rights under any construction contract or loan agreement which
may then be in existence with respect to the project. "
10. Section 703 of the DDA shall be and hereby is amended
by deleting the last sentence thereof: - - - ' -- - -
11. Section 304 shall be and is added to read as follows :
"Section 304 Agency Plans
Agency shall prepare and submit to Developer within the
time as set forth in Attachment No. 3, basic concept drawings
for work to be performed by Agency in accordance with this agree-
ment as set forth in Attachment No. 4, which basic concept drawings
shall be subject to reasonable approval by Developer. "
IN WITNESS WHEREOF, the Agency and the Developer have
executed this agreement as of the 29th day of July, 1975,
REDEVELOPMENT AGENCY OF THE
CITY 2P REDLANDS
By ,,,,-
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BY.....,' ,..-e-'',,,-!, 4
Secr,:etary .1.: Deputy Secretary
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By ; 1" ' '''' -7-4 ,,,,, ,/ ,,,! • __
ACtIng,'EXecOtive Director
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Approved as to forms RJ INET '..8NTs ,-: ‘ /
By
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. ,,,,4- ' Rlhard D. JoneS,,f1,resident
Edward F. Taylor ,
City Attorney
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STATE OF CALIFORNIA
) ss.
COUNTY OF SAN BERNARDINO )
On July 29, 1975, before me , the undersigned, a Notary
Public in and for said State, personally appeared JACK B. CUMMINGS,
known to me to be the Chairman; ALICE G. WALLS, known to me to be
the Deputy Secretary; and R. P. MERRITT, known to me to be
the Acting Executive Director, of the REDEVELOPMENT AGENCY OF
THE CITY OF REDLANDS, the public body that executed the within
instrument, known to me to be the persons who executed the
within instrument on behalf of said public body therein named,
and acknowledged to me that such Public body executed the
within instrument.
---WITNESS,--mydhand, and official seal.
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A RAFRANA2112,ALLARt -4 .22,12,, ARAN FANAL
L ANN NOTARA FUERIC - CALIFORNIA A
2 A A F2AFF , Naar Public
INAN BARIVARDin C2IIINAY
WIN CFRARNIARIAN PApires Mardi 12, II
STATE OF CALIFORNIA )
ss.
COUNTY OF SAN BERNARDINO
On July 29, 1975, before me, the undersigned, a Notary
Public in and for said State, personally appeared RICHARD D. JONES,
known to me to be the President of RJ INVESTMENTS, the corporation
that executed the within instrument and known to me to be the
person who executed the within instrument on behalf of the
corporation, therein named, and acknowledged to me that such
corporation executed the same.
WITNESS my hand and official seal.
•
lotral4L 3EAU Nary Public
itiDt*rH SiiVANSON
COUNTY IA
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/ LAND TO BE CONVEYED /
ATTADEMERT NO. 1
TO DEVELOPER ;
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.;'..TTACHMENT NO. 2
METHOD OF FIN7,.NCIPG
In the United States in general, and California in particular,
almost without exception shopping centers have been constructed
where land prices are low or the land had been Purchased mlnY
years earlier at *lower prices and the landowner becOmes . the de-
veloper or is involved with the developer. GenerallY,rshoPPing
centers have been built in the suburbs . Older areas have been
Unable to Obtainmodern shopping facilities with adequate size
major department stores and modern air conditioned malls .
To remedy this imbalance, many cities have attempted to support,
assist, or rejuvenate older, obsolescent, shopping centers once
considered regional in nature. The most common method has been
to supply public parking in or near existing retail commercial
areas .
The unavailability of land and supporting facilities at
a price commensurate with the development of a major regional . .
shopping center has resulted in the absence of adequate modern
facilities in the trade area in and around the City of Redlands .
This City and its Redevelopment 4"*.gcncY. have adopted the Redevelop-
ment Plan for the Redevelopment Project and is now proceding to
carry out the Project by authorizing DeVelopers to establish
shopping centers in a manner compatible with development Pa
adjacent parcels.
Some cities have expended vast public funds to provide
publicly-owned pedestrian malls, both open air and enclosed with
air conditioning. Other cities have encouraged the development
of major regional shopping centers by providing and paying for
public improvements, utilities - and facilities , such as curbs,
gutters, sanitary sewers, streets, street lights, water, storm
drains, etc . , which usually would be paid for by the developer .
In others, the cost of land has been reduced through redevelop-
ment to a price a developer can afford to pay.
Such assistance is not for the purpose of subsidizing the
- developer, but merely to provide the economic and financial basis
whereby the developer pays what he reasonably can be expected to
pay,
well-planned and financially sound shopping center 'provides
retail, commercial, recreational and community serv4ccs which are
basic to a balanced co..timunity. It produces substantial sales
taxes;- appreciation o assessed valuations subject to pronerty
taxes; and gives impetus to the economic -being and rrcores
of .adiaecnt arose and .'-„: 1'nerallY '..:cnefits and
and ....clfare o5 tho community as a whole .
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0 C.! 891,'
As initially contemplated, the Redlands Redevelopment Project was
to be financed by the sale and issuance by the, Agency of parking lease
revenue bonds and tax allocation bonds, the proceeds of which would be
used to acquire and clear the site and to construct surface parking and
a parking garage beneath a portion of the Developer' s improvements.
The Developer was to purchase land, and air rights from, the Agency, upon
which it would, construct the retail buildings. On or about July 1, 1974,
the Agency sold approximately 18,712 square feet of land and 55, 434 square
feet of air rights to the Developer to effectuate the original method of
financing.
Subsequently, the Agency determined that it would be impractical
and uneconomical for it to construct the garage and the Developer to
construct the retail facilities above it due to the inherent problems
associated with having two contractors and two owners involved in what
would be essentially a single construction project. Therefore, the
Agency and the Developer have agreed that the project will be financed
as set forth herein:
Within the time set forth in "Attachment No. 3--Schedule of
Performance" , the Agency will convey to the Developer the balance of
the land shown on "Attachment No. 1--Site Map" , which is to be owned
by the Developer, which conveyance, when completed, will result in
ownership by the Developer of approximately 210,000 square feet of
land south of Redlands Boulevard and approximately 81, 907 square feet
of land north of Redlands Boulevard.
The Developer thereupon, within the time set forth in "Attachment
No. 3--Schedule of Performance" , shall commence and complete construction
of a Parking garage containing approximately 296 spaces, in accordance
with plans and specifications heretofore prepared for the Agency as
approved by the Developer, and the retail buildings to be located above
and adjacent to said parking structure. The land north of Redlands
Boulevard shall be developed in accordance with plans mutually agreed
upon by Agency and Developer. With respect to the land north of
Redlands Boulevard, Agency shall be responsible for constructing, at its
expense, all offsite improvements and all on site surface parking improvements , and Developer shall be responsible for constructing, at its expense ,
the commercial buildings .
The Aoency*, at its sole expense, will demolish or cause the demoli-
tion of all buildings and other improvements located upon the site, or
any portion thereof, and will construct or cause to be constructed all
other improvements than those specifically provided to be constructed
by the Developer on and off the site necessary to support and operate a
shopping center consisting of approximately 172 , 000 square feet of retail
space and approximately 22, 000 square feet of enclosed mall in the area
south of Redlands Boulevard, including, but not limited to, the following:
1. All demolition, site clearance, site preparation and
grading; and
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2. Construction of all surface parking facilities, including
adequate parking for not less than 619 automobiles, and
other common areas exterior of building and service areas -to be constructed by the Developer, including paving,
lighting, striping and landscaping of the parking areas,
construction of all roads, curbs, gutters, sidewalks,
sewers, utilities, amenities, landscaping and other
structures or improvements beyond said building lines.
Inasmuch as the initial method of financing the project has been,
Modified, Agency agrees that it will refund to the Developer all amounts
heretofore paid to it by the Developer for the acquisition of land,
together with interest payable by the Developer to the Bank of California,
Seattle, Washington, on funds borrowed by the Developer to comply with
the initial method of financing, and to cause the release of any further
funds held in escrow to consummate the purchases, initially contemplated
by this agreement. Such payment shall be made promptly following the
execution of this agreement.
Since the costs of the project to the Agency have been projected
to be paid completely out of the estimated tax increment and increased
sales tax revenue which will be generated by the project, the Agency
agrees that all ad valorem taxes andassessments of any kind or nature
upon, imputed by virtue of, or measured by the value of any property in
the area south of Redlands Boulevard, except those allocable to the
retail buildings and the enclosed mall constructed by the Developer
(not including the parking structure) and the sidewalk and planter areas
surrounding said retail buildings, shall be borne by the Agency, and if
and to the extent that any such taxes are assessed to or required to be
paid by the Developer, or any other occupant of the retail buildings,
the Agency agrees that it will reimburse the same to the Developer or
such other occupant who has paid the same. Agency further agrees that
all reasonable costs of repairing, maintaining and operating the
parking structure shall be borne by it and that all such costs , to the
extent paid by the Developer or any other occupant of the shopping
center, shall promptly be reimbursed to the Developer or such other
occupant paying the same. It is anticipated that the Agency and the
Developer will enter into a separate agreement providing for the
maintenance, operation, and management of the parking and other common
areas within the site, excluding the enclosed mall, as well as such
easements as may be necessary to implement and effectuate this agreement
and the redevelopment plan, and such agreement , when duly made and
executed by the Agency and the Developer, shall be deemed a part of
this agreement.
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ATTACHMENT O. 3
SCHEDULE OF PERFORMANCE
EVENT TIME FOR PERFORMANCE
Agency Acquisition of Land (First On or before August 31, 1975.
Phase) . Agency shall have
com-
pleted acquisition of all property
to be conveyed to Developer and
such additional property as may be
reasonably necessary to enable
Developer to commence and continue
construction on the site.
Relocation (First Phase) . Agency On or before August 31, 1975 .
shall have completed the relocation
of all occupants of buildings
within the property areas described
above .
Demolition and Site Preparation. On or before November 15, 1975.
Agency shall have demolished all
buildings within the property areas
described above and shall have com-
menced and completed all excavation,
backfill, grading and other site
preparation work necessary to enable
Developer to commence construction.
Opening of Escrow. Agency and At least 30 days prior to the
Developer shall open an escrow to date that Agency is to convey
facilitate the conveyance of prop- said property .
erty to Developer.
Conveyance of Title to Developer. On or before November 15, 1975.
Agency shall convey to Developer
the balance of all property to be
46,4
owned by Developer under this
agreement .
Execution of Easement and On or before November 15 , 1975.
ManaL2ment Agreement . Agency and
Developer shall execute the agree-
ment described in Section 703.
Submission of Basic Concept Drawings . Completed prior to execution of
Developer and Agency shall submit this Implementation Agreement .
to each other Basic Concept Drawings
for development of the site.
Approval of Basic Concept Drawings . Completed prior to execution
Developer and Agency shall have of this Implementation Agreement .
approved or disapproved the Basic
Concept Drawings of the other.
817 1S
EVENT TIME FOR PERFORMANCE
Commencement of Construction by Within 30 days after conveyance
Developer. Developer shall commence to it of title as provided herein
construction of its improvements , and execution of the Easement
and Management Agreement.
Agency Acquisition of Land and On or before June 1, 1976.
Relocation (Second Phase) . Agency
shall have completed acquisition
of the balance of the property
subject to this agreement and shall
have completed the relocation of
all occupants of buildings within
said areas .
Commencement of Construction by On a schedule which will coon -
Agency . Agency shall commence con- nate with Developer' s needs for
struction of its improvements on construction of its improvements ,
and off the site, provided that Agency will com-
mence construction of the surface
parking areas not later than
June 1, 1976.
Corn letion of Construction 10'.7 On or before October 1, 1976.
Developer. Developer shall complete
construction of the parking structure
and the retail buildings and enclosed
mall.
Completion of Construction by Agency. On or before September 1 , 1976 .
Agency shall complete construction
of its improvements .
The times for performance as set forth above may be waived , in, writing,
by either Agency or Developer, as may be appropriate , or ray be modified
by mutual agreement of Agency and. Developer.
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ATTACHMENTNO. 4
SCOPE OF DEVELOPMENT
(PRIVATE AND PUBLIC)
The Site shall be designed and developed a an integrated
complex in which the buildings will have architectural excellence
individually as well as in their identity as a complex. The
spaces between buildings shall be designed, landscaped and
developed to the same excellence. All development shall be
consistent with the Redevelopment Plan. The Agency will use
architects and engineers designated by the Developer to ensure
continuity and coordination.
The Agency agrees that in the area bounded by Orange
Street on the East, Citrus Avenue on the South , including the
half block south of Citrus Avenue between Fourth Street and
Eureka Street, Eureka Street on the West, and Redlands
Boulevard on the North, the maximum height of all
buildings to be constructed shall not exceed 40 feet above
the adjacent grade, measured from the top of the curb. The
Agency shall include said height limitation in all agreements
entered into far the development of land in said described
area.
Developer' s Parcels
The Developer shall construct, within the Project site as shown
on "Attachment No. lSite Map" , retail buildings containing approx-
imately 194 ,000 square feet and a parking garage Providing parking
for approximately 296 automobiles beneath a portion of said retail
buildings . The retail buildings shall include a department store
of approximately 60,000 square feet , a supermarket of approximately
25/ 000 square feet, a landscaped, air-conditioned mall of approximately
k k
'""*1
22,000 square feet, and stores for commercial-retail facilities and
services of approximately 86,000 square feet of which 12,000 square
feet will be located in a building not attached to the enclosed mall .
Buildings c-onstructed by the Developer may be constructed to a height
of 40 feet and shall cover approximately 194,000 square feet of land
within the site .
Easements
The Agency and the Developer shall grant and permit all
necessary and appropriate easements and rights for the development
of each Parcel including but not limited to easements and rights .
of vehicular access, pedestrian access , parking, sanitary sewers ,
storm drains, water, electrical power, telephene, natural gas,
etc.
Architecture and Desictn
The Developer shall construct buildings on each Parcel of
high architectural quality with landscaped areas. The structures
must be effectively and esthetically designed . The shame , scale
of volume, exterior design, and exterior finish of each building
must be consonant with, visually related to, physically related to,
and an enhancement to each other and to adjacent buildings within
the Project area . The Developer ' s plans 2nd prepcsals submitted
to the Agency for aproval shall describe in reasonable detail the
architecutral character intended for the site,
c.-ws
Roofs
All roofs shall be designed as if to be vicwc:'1 ,
be a minimum of e.',,,,.posed plumbing or mechanical cquip::-..ent on the
roof except in such cases where the exposed parts contribute
materially to the theme and design of rho buildings .
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bandscaping.
Landscaping as provided by the Agency, shall embellish
all open spaces upon the Site (including setback areas) to
integrate this development with adjacent sites within the Project
area. Landscaping includes such materials as paving, trees,
shruf)p„ and other plant materials, landscape containers , plaza
furniture, top soil, soil preparation, automatic irrigation,
landscape and pedestrain lighting and water elements .
Landscaping shall carry out the objectives and principles
of the Agency ' s desire to accomplish an esthetically superior
environment .
Signs
The size, color, lighting, location, etc - of all signs are
of special concern to the Agency and must conform to ordinances
of the City.
Controls and Restrictions - Miscellaneous
Controls and restrictions consistent with this Agreement
including but not limited to maximum land coverage , minimum and
maximum heights of buildings and minimum loading facilities shall
be mutually agreed upon by the Agency and the Developer prior to
conveyance of title .
PRIVATE FACILITIES AND IMPROVEMENTS
The Developer agrees to develop and construct or to cause
the development and construction of a retail shopping center
containing the following:
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A. No less than one major department store and one
food center.
B. The mall and the mall Shops.
C. The other restaurants, financial institutions and
other improvements customary for a shopping center.
D. A parking garage providing adequate parking for
approximately 296 automobiles to be located beneath
the department store and a portion of the mall and
mall shops.
E. All other construction and improvements which
Developer is required to provide by any Provision
of this agreement.
4
PUBLIC DEVELOPMENT, IMPROVEMENT, FACILITIES, UTILI-
TIES, DEMOLITION, SITE CLEARANCE, AND SITE PREPARATION
The Agency agrees to provide or to cause to be provided on
or for the site, the developments, improvements, facilities,
utilities, demolition, site clearance and site preparation as
follows:
I. Demolition, site Clearance, and Site Preparation
A. Demolition and removal of all existing on-site
buildings, pavements, walks, curbs, gutters,
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sewers and other improvements, including under-
ground and aboveground utilities.
B. Rough grading, with fill material as may be required,
properly compacted.
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11. Proiect and Site Improvement
A. Shopping Center Site
1. Sanitary Sewers :
A sanitary sewage collection system adequate
to serve the new buildings to the site.
2. Storm Drains:
A collection system will be constructed to
adequately dispose of storm water from the
new buildings and the parking area.
3. Mater Supply:
Connections to existing water mains of the City of
Redlands will be made to the site to serve the new
buildings.
4. Electrical:
The certificated utility company will provide
sources of energy through a conduit system.
5. Telephones:
The new facilities will be serviced from an
adequate system constructed between existing
facilities and the new buildings.
6. Signals:
Traffic signals will be provided as determined
and directed lay the Public Works Director of the
sity of Redlands.
7, Sidewalks Curbs and Cutters and Drivewa s:
Sidewalks, curbs, and necessary driveways to the
public streets, including sidewalks and curbs
surrounding the retail buildings.
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817
8. Street Lights:
This item includes street lights adjacent to the
project area in the numbers and spacing as determined
by the Public Works Director of the city of Redlands .
9. Landscaping and Sprinklers :
All parking and other common areas will be landscaped
with appropriate planting including a trellis structure
within the sidewalk areas.
10. Parking Lot Lights :
The lights necessary to illuminate the exterior
Parking lot.
11. Asphalt Concrete paving:
Paving of the parking area with asphalt concrete
including a crushed rock base or such substitute as
may be shown on plans approved by Agency and Developer.
12. Parking Lot Striping
Striping of all parking stalls, road centerlines,
directional arrows, pedestrian walkways and other
traffic markings and installation of parking bumpers.
B. All other items required, necessary or appropriate for
development of the site, except those which Developer has
expressly agreed to construct, install or develop. e %
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89/7 -12(27 6
ATTACHMENT NO, S
DISPOSITION AND DEVELOPMENT
AGREEMENT
REDEVELOPMENT AGENCY
CITY OF REDLANDS, CALIFORNIA
and
HOWARD E. CONNOR
DEVELOPER
0,1
June 1974
TABLE OF CONTENTS
PAGE
I. [5 100) SUBJECT OF AGREEMENT ---------------- -----
A. ( 1.011 Purpose of the Agreement -- -----_--___ - 1
E. 1021 The Redevolooment Plan ------------------
C. (5
103j The project Area ----__ _-___--
I .. [;. 1041
The Site --------------------------------
1051 Parties to the Agreement ----------------
1. 106) The Agency -----__---, _-__- --
2 [ i 1071 The Developer -------__----.- r ----- 2
II. [s 2001 DISPOSITION OF ,THE SITE ------- ---_--.-_----_-
A. B 201] Sale and Purchase -----------------------
B.
__--- -----B-, [g 2021 Escrow --:--_-::__-..--_---------.-__--_---
C. (5 2031 Conveyance of Title and Delivery
of osses io
D. 204) Forms of Deed and Assignment of
Lease or Sublease
E. [5 2951 ConditionTitle
C�
F. (S 20 6 ) Time for and Place of Delivery of
Deeds and Lease Assignment or Sublease
C [5 2073Payrw:ent of the Purchase Price, Other
Consideration , or Proof of Other Con-
sideration and Recordation of Deed
-
H. 233 ) Title Insurance
8
T • 2 9) Taxes and Assessments ---------------------
J.
I'S 2101 Cc. a ants of the Site: -------------------
K. [5 211) +g of�sos�.tn�"<
L. 18 212 ) Condition of the Site --_-
8 817
PAC1E
M. (§ 213] Preliminary Work by the Developer ------- 10
Is 3003 DEVELOPMENT OF THE SITE 10
A. [5 3011 Development of the Site by
the Developer -------- ------ ---------- 10
1. [5 .302] Scope of Development --------------- 10
2. [5 303] Basic Concept Drawings ------------- 10
3. [S 304) Omitted
4. [5 305] Agency Approval of Plans , Drawings ,
and Related Documents -------------- - 11
5. [5 3061 Cost of Construction --------------- 12
6. [5 3071 Schedule of Performance ------- ---- 12
7. 3081 Bodily Injury and Property
Damage Insurance ------------------- 12
8. [5 3093 City and Other Governmental
Agency permits --------------------- 12
9 . [5 3103 Rights of Access ------------------- 13
10. [g 311] Local , State and Federal Laws 13
11 . [5 3121 Antidiscrimination During
Construction 13
B. - [5 313] Responsibilities of the Agency ---------- 13
C. [§ 3142 Taxes , Assessments , Encumbrances ry,
and Liens ------------------------------- 13
[5 315] Prohibition Ac-, ' hst Transferof The
Site , the Suildings or Strctur,-,--s
and Assignment of Agreem,ent ------------- 14
[5 316] Security Financing; Right of Holderc, ---- 15
1 . [5 317) No Encuhrances Excect Ycrtaes ,
Deeds of Trust , Sales and Leases-
Back or Other Financing for
Develop77,,int _ _ ------ __-_- __-- 15
-
Bot2,8j,17 .,12149
PAGE
2. [9 318] Holder Not Obligated to
Construct Improvements --- 15
3. (5 319) Notice of Default to Mortgage,
Deed of Trust or Other Security
Interest Holders ; Right to Cure ----: 16
4. t§ 320) Failure of Holder to Complete
Improvements 16
5 IS 3211 Right of Agency to Cure Mortgage ,
Deed of Trust or Other Security
Interest Default 17
F. (g 322) Right of the Agency to Satisfy Other
Liens on the Prooerty After Title
Passers -----------------_- -- - -----_ .8
G. [5 323} Certificate of Completion --------------- 18
IV. (5 400) USE OF THE SITE ------------------------------ 19
R. (s 401) uses -----. -------.-.------- ------_--. ..w..--- 19
B. (5 402) Obligation to Refrain From
Discrimination -------------------------- 19
C. (§ 403] Form of Nondiscrimination and
Nonsegregation Clauses: ----------------_- 20
D. [9 404 ) Effect and Duration of Covenants -------- 21
[5 40 Rights of Access - Public Improvements
and Facilities - -7 -- 21
l 2 1
A. [5 51 Defaults General r�era --_�._.��.� __��:�__�_����
R 15 502 ] Legal Actions
5033
Institution of Legal Actions ___ - 22
2 .
3 . [9 5053 Acceptance of Service of Process 22
C. [g 506] Rights and e.,,ouie are Cumu.'ooiva 23
D. [5 507 ] Damages ---------------------------------- 23
.1
- BOC,?8J17
E. [§ 508] Specific Performance --------------------- 23
F. [5 508] Remedies and Rights of Termination
Prior to Conveyance - '23
1 . [S 510] Termination by Developer -------------- -23
2. [§ 511] Termination by Agency --------------------- --24
G. [§ 512] Option to Repurchase , Reenter and
Repossess - -_ 25
H. 1.5 513] Right of Reverter ------------------------ 26
VI. [5 600] GENERAL PROVISIONS ---------------------------- 28
A. [g 601] Notices , Demands and Communications
Between the Parties ---------------------- 28
B. [g 602] Conflict of Interests ----------------------- 28
C. [5 603] Nonliability of Agency Officials
and Employees -------------------------------- 29
D. rs 6041 Enforced Delay.: Extension of Times
of Performance ------------------------------- -29
E. [5 6051 Inspection of Books and Records ---------- 29
F. [5 606] Plans and Data ---------------------------- 29
G. [5 6071 Approval by Agency ------------------------- -30
VII. [5 700] SPECIAL PROVISIONS ---------------------------- 30
A. (5 701] Developer ' s Deposit ---------------------- 30
cn
B. [§ 702] Repurchase by Agency of Conveyed Parcels - 32
Construction , Oner
C. [5 7031 ating and Ensaal.ent Agreenlanta - ---------- 32
(5 704 ] AgancY Bond Issue ---------------------------- 33
E.
[5 7051 Sunission ofD3C77.C7'....t'S to the
Agoncy for Approval ----------------------------- 33
F. (5 726 ) Preferences for Retail end
Businesses Lootten in the Project Area --- 33
iv
Blia891.3, 4251.
VIII. [5 800] ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS ---- 34
IX. (5 900] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY 34
ATTACHMENTS
Attachment No. 1 Site Map
Attachment No. 2 Method of Financing
Attachment No. 3 Schedule of Performance
Attachment No . 4 Scope of Development .
•
c;1
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r 4,952
DISPOSITION AND DEVELOPMENT AGREEMENT
Redlands Mall
THIS AGREEMENT is entered into by andbetween the
REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS ( "Agency") and
HOWARD N. CONNER, his nominee, successors in interest, agent, or
representative ( "Developer") . The Agency and the Developer agree
as follows :
I. (§, 1001 SUBJECT OF AGREEMENT
A. (§ roll Purpose of the Agreement
The purpose of this Agreement is to effectuate the Redevel-
opment Plan (the "Redevelopment Plan" ) , for the Redlands Redevel-
opment Project, (the "Project") , by providing for the disposition
and development of the Shopping Center Site and certain adjacent
Parcels (the "Site") . The development of the
Site pursuant to this Agreement, and the fulfillment generally of
the Agreement, are in the vital and best interests of the City and
the health, safety, morals, and welfare of its residents, and in
accord with the public purposes and provisions of applicable federal,
state and local laws and requirements.
B. (§ 1023 The Redevelop .L., t plan
This Agreement is subject to the provisions of the Redevel-
opment Plan which was approved and adopted, on September 26, 1972,
by the City Council of the City of Redlands by Ordinance No, 1500 ,
The Redevelopment Plan is incorporated herein by reference and made
a parthereof as though fully set. forth herein.
Any amendments to the Redevelopment Plan which change the
uses or development permitted on the Site or otherwise change
the restrictions or controls that apply to the Site shall require
the written consent of the Developer. Amendments to the Redevel-
opment Plan applying to other property in the Project area shall
not require the consent of the Developer as to properties located,
outside the Redlands Mall.
C. [§ 103] The Project Area
The "Project Areal is located in the City of Redlands, with
boundaries generally as follows :
Orange Street on the east, Citrus Avenue on the South, including
the half block south of Citrus. Avenue between Fourth Street and Eureka
Street, Eureka Street on, the west, and Redlands Boulevard on the north,
said area embraces approximately 12. 5 acres.
BC1Cr8917
4
The exact boundaries of the project area are specifically
described in the Redevelopment Plan.
D. [g. 104] , The Site
The "Site" is that portion of the Project area shown on the
"Site Map" which is incorporated herein and attached to this Agree-
ment as Attachment No . 1.
Said Site shall be known as "Redlands Mall. " Portions of the
Site are conveyed by the Agency to the Developer in fee, and the
Agency shall retain the fee in the balance , subject to a lease to
the City of Redlands and an Operating Agreement to be entered into
between the City and the Developer.
Prior to the conveyance of all of the Parcels and by mutual
agreement of the Agency and the Developer , the boundaries of any of
the Parcels may be changed or the Site may be divided into more or
less Parcels. Wherever used herein the term "Parcel" shall mean and
include any one of such parcels and the terms "Site" and "Parcels"
shall mean and include all of such parcels .
E. [S 105] Parties to the Agreement
1. [5106] The Agency
The Agency is a public body, corporate and politic, exercising
governmental functions and powers and organized and existing under
Chapter 2 of the Community Redevelopment Law of the State of
California .
The principal office of the Agency is located at City Hall ,
Vine and Cajon Streets , Redlands , California 92373.
"Agency" as used in this Agreement includes the Redevelopment
Agency of the City of Redlands , Redlands , California, and any
assignee of or successor to its rights , powers and responsibilities.
2 . (§ 107] The Developer
The DovoloPer is Howard E. Connor, his nominees , successors
in interest ' anent on reoresontat' ves .
-2-
81.)C,,c.8 917
The principal office of the Developer shall be:
1100 University Street
Seattle, Washington 98101
Notwithstanding any other provisions hereof, the Developer
reserves the right at his discretion to join and associate with
other entities in joint ventures , partnerships or otherwise for the
purpose of acquiring and developing all or part of the site , pro-
vided that at all times he will remain fully responsible to the
Agency as provided in this Agreement .
Wherever the term "Developer" is used herein, such term shall
include any permitted nominee or assignee as herein provided.
[§ 200] DISPOSTION OF THE SITE
A. [§ 201] Sale and Purchase
In accordance with and subject to all the terms , covenants and
conditions of this Agreement, the Agency agrees to sell to the
Developer certain Parcels within the site , and the Developer agrees
to purchase and lease and develop said Parcels within the times , for
the consideration , and subject to the terms , conditions and provisions
all as hereinafter Provided.
The purcftoe of the site shall he upon the terms and for the
consideration set forth in the "Method of Financing" incorporated
herein and attached hereto as Attachment No. 2 .
B. , [5 202] Escrow
The Agency agrees to open an escrow or escrows with First American
Title CompanY of San Bernardino, San Bernardino, California, or any
other escrow agent approved vy the Agency and the Developer, as escrow
agent , in the County of San Bernardino , California at any time Agency
desires but in any event within 30 days after receipt by the Agency
of a written. recuest from the Developer . This Agreeent constitutes
the joint escrow instructions of the Agendv and the Developer, and a
d'aPlicata original of this Agreement shall he delivered
-3-
Bti8917.
to the Escrow Agent upon the opening of escrow. The Agency and
the Developer shall provide such additional escrow instructions
as shall be necessary and consistent with this Agreement. The
Escrow Agent hereby is empowered to act under thio Agreement
and upon indicating its acceptance of the provisions of this
Section 202 in writing, delivered to the Agency and to the De-
veloper within 5 days after the opening of the escrow, shall
carryout its duties as escrow agent hereunder.
Upon delivery of a deed to the Escrow Agent by the. Agency
Pursuant to Section 206 of this Agreement, the Escrow Agent
shall record such deed when title can be vested in the Develop
er in accordance with the terms and provisions of this Agreement.
The Escrow Agent shall buy, affix and cancel any transfer stamps
required by applicable law, and pay any transfer tax required
by law. Any insurance policies governing the Site or any Parcels
are not to be transferred.
The Developer shall pay in escrow to the Escrow Agent the
following fees, charges and costs promptly after the Escrow
Agent has notified the Developer 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. One-half of the escrow fee;
2. The portion of thepremium for the title in-
surance policy to be paid by the Developer
as set forth in Section 208 of this Agreement;
3, Any State, County, or City Documentary Stamps;
4. Any Transfer Tax.
The Developer shall also deposit the Purchase Price, other
consideration, or proof of other consideration as the case may be
for each Parcel with the Escrow Agent in accordance with the pro-
visions of Section 207 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, char-
ges and costs, but not earlier than ten (10) days prior to the
Ct
scheduled date for closing any escrow:
1. Costs necessary to place the title in the
condition for conveyance required by the pro-
visions of this Agreement;
2 . One-half of the escrow fee;
-4-
Bori!'8917
t).
3 . Cost of drawing the deed;
4. Recording fees;
5. Notary fees;
6. The portion of the, premium for the title in-
surance policy to be Paid by the Agency as
set forth in Section 208 of this Agreement;
7. Ad valorem taxes, if any, upon the Site or
any Parcel for any time prior to conveyance
of title.
The Agency shall timely and properly execute, acknowledge.
and deliver a deed in substantially the form established in
Section. 204 of this Agreement, conveying to the Developer title
to each Parcel in accordance with the requirements of Section
204 of this Agreement, together with an estoppel certificate cer-
tifying that the Developer has completed all acts (except deposit
of the purchase Price, other consideration, or proof of other con-
sideration as the case may be) , necessary to entitle the Developer
to such conveyance, if such be the fact.
The Escrow Agent is authorized to
1. Pay, and charge the Agency and. the Developer
respectively, for any Lees, charges and costs
payable under this Section 202 of this Agree-
ment. Before such payments are made, the
Escrow Agent shall notifythe Agency and the
Developer of the fees, charges and costs neces-
sary to clear title and close the escrow.
2. Disburse funds and deliver the deed, lease
assignment or sublease as the case may be,
and other documents to the parties entitled
thereto when the conditions of this escrow
have been fulfilled by the Agency and the
vt
Developer. The purchase price, other consi-
dertion, or proof of other consideration,
as the case may be shall not be disbursed by
the Escrow Agent unless and until it hs re-
corded the deed thereto and has delivered
to the Developer a title insurance policy
insuring title acceptable to the Developer
and the lender, and conformingto the require-
ments of Section 208 of this Agreement.
3 . Record any instruments delivered through this
escrow if necessary or Proper to. vest title
- 5 -
oc891
in the Developer in accordance with the terms
and provisions of this Agreemnt.
All funds received in this escrow shall be deposited by
the Escrow' Agent with other escrow funds of the Escrow Agent.
in a general escrow account or accounts with any state or nation-
al bank doing business in the. State of California. Such funds
may be transferredto any other such general escrow account or
accounts. All disbursements shall be made on the basis of a
30-day month.
If this escrow is not in condition to close before the time
for conveyance established in Section 203 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 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.
If neither the Agency nor the Developer shall have fully perform-
ed with respect to the conveyance of the Site before the time
established in said Section, notermination or demand for return
shall be recognized until 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 busi-
ness. If any objections are raised within the 10-day period,
the Escrov,,,, Agent is authorized to hold all money, papers and
documents with respect to the Site until instructed by mutual
agreement of the Parties or upon failure thereof by a court of
competent jurisdiction. If no such demands are made, the escrow
shall he closed as soon as possible.
The Escrow Agent shall not be obligated to return any such
money, papers or documents except upon the written instructions
of both the Agency and the Developer, or until the party entitled
thereto has been determined by a final decision of a court of
competent jurisdiction.
Any amendment to these escrow instructions shall be in writ-
ing and signed by both the Agency and the DeveloPer. 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 Dev.elopet shall be directed to the addresses and in the man-
ner established in Section 502 of this Agreement for notices,
demands, and communications between. the Agency and the Developer.
Nothing in this Section 202 shall be construed.. to impair or
affect the rights or obligations of the Agency or the Develop-
01 to specific performance.
- 6 -
Bot-!-817
otta'
, The liability of the Escrow Agent under this Agreement is
limited to performance of the obligations imposed upon it under
Sections 202 to 208 , both inclusive, of this Agreement.
C. [§203] Conveyance of Title and Delivery
of Possession
Subject to any mutually agreed upon extensions of time,
which shall not be unreasonably withheld, conveyance to the
Developer of title (ir'Jaccordance with the provisions of Section
205 of this Agreement) , shall be completed on or prior to the
date specified on the "Schedule of Performance, " incorporated
herein and attached to this Agremeent as Attachment No. 3 . The
Agency and the Developer agree to perfrom all acts necessary
to conveyance of title in sufficient time for title to be con-
veyed in accordance wit1the foregoing provisions .
Possession shall be delivered to the Developer concurrently
with the conveyance of title , excpet that limited access may
be permitted before conveyance of title as permitted in Section
213 of this Agreement. The Developer shall accept title and
possession on or before the said dates.
f§204) Forms of Deed and Assignment of
Lease or Sublease
The Agency shall convey to the Developer title to each Parcel
in the Condition provided in Section 205 of this Agreement by
Grant Deed in a form mutually satisfactory to the Developer, to
the Title Company which will insure the title herein and the
Agency, consistent with the terms of this Agreement.
E. [§ 205] Condition of Title
The Agency shall convey to the Developer fee simple mer-
chantable title to the Parcels to be conveyed to Developer free
and clear of all recorded or unrecorded liens , encumbrances , cove-
nants , assessments , easements , leases and taxes , excect as are
consistent with this Ag'-1- ment or are otherwise approved in writing
by Developer.
-7-
i
F.
t 2067 Time for and Place of Delivery of Deeds
and Lease Assignment or Sublease
Subject to any mutually agreed upon extension of time, the
Agency shall deposit with the Escrow Agent on or before the date
established for the conveyance of each Parcel in the Schedule of
Performance the deeds or other instruments required to accomplish
such conveyance.
G. t§ 207 Pa ent of the Purchase Price, Other Consi
deration, or Proof of Other Consideration
and Recordation of Deed
The Developer shall deposit the Purchase price, other conai
deration, or Proof of other consideration, as the case may be for
each parcel with the Escrow Agent upon or prior to the date for
conveyance thereof, provided that the Escrow Agent shall have
notified the Developer in writing that the 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 confor-
mity with the provisions of Section 205 of this Agreement. The
Escrow Agent shall deliver the purchase price, other consideration,
or proof o other consideration, as the case may be to the Agency
simultaneously with the delivery to the Developer of a title
insurance policy insuring title in conformity with Section 208
of this Agreement and shall promptly file the deed for recordation
among the land records in the Office of the County Recorder for Saa
Bernardino County. The purchase price, other consideration, and
proof of other consideration are set forth and described in the
Method of Financing attached hereto as Attachment No. 2 ,
H. C§ 208 ) Title Insurance
in
Concurrently with recordation of the deed conveying title
to a Parcel, First American Title Company of San Bernardino or some
other title insurance company satisfactory to the Agency and the De-
veloper ("Title Co. ") shall provide and deliver to the Develop-
er a title insurance policy issued by the Title Co. insuring
that the title is vested in the Developer in the condition re-
quired by Section 205 of this Agreement. The Title Co. shall a.
provide the Agency with a copy of the title insurance policy
and the title insurance policy shall be in the amount of the
purchase price, other consideration, or proof of other considera-
tion, as the case may be of the Parcel in question.
Concurrently with the recording of the deed conveying title
to a Parcel, the Title Co. shall, if requested by the Developer,
provide the Developer with an endorsement to insure the amount
- 8 -
iCi
of the Developer ' s estimated construction costs of the improvements
to be constructed upon the Parcel. The Developer shall pay the
entire Premium for any such increase in the coverage requested by it.
The Agency shall pay only for that portion of the title insurance
premium attributable to a C.L.T.A, standard form policy of title
insurance in the amount of the purchase price of the Parcel. The
Developer shall pay for all ether premiums for title insurance
coverage or special endorsements.
/cT, 2097 Taxes and Assessments
Ad valorem taxes and assessments , if any, on the Site or
any Parcel and taxes upon this Agreement or any rights thereunder,
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 closing of the escrow shall be paid by the Developer.
J. /T 2107 Occupants of the Site
Each Parcel shall be conveyed free of any possession or right
of possession except that of Developer and the easements of record
approved by Developer.
K. 1;,7 211/
/ zonin. of the Site
The Agency at its sole cost and expense shall cause zoning
at the time of conveyance or lease to be such as to permit develop-
ment and construction of improvements in accordance with the pro-
visions of this Agreement and the use, operation and maintenance
of such improvements .
L. L5 2l2 Condition of the Site
Each Parcel shall be conveyed by the Agency to the Developer
with the surface clear of all buildings , structures , underground -
with the exception of the Pacific Telephone and Telegraph coaxial
Cable - and above ground utilities, sewers , improvements, paving
and debris, rough graded, with fill material as may be necessary,
properly compacted.
-9-
!ua15 1*,?
m. [§ 213] Preliminary Work by the Developer
Prior to the conveyance of title, representatives of the
Developer shall have 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
Developer shall hold the Agency harmless for any injury or
damages arising out of any activity pursuant to this Section
2l3. The Developer shall have access to all data and information
on the Site available to the Agency.
(§ 300] DEVELOPMENT OF THE SITE
A. [§ 301] Development of the Site by
the Develooer
1. [§ 302] Scope of Development
The Site shall be developed within the limitations estab-
lished in the "Scope of Development" incorporated herein and
attached to this Agreement as Attachment No . 4 .
2. [§ 303] Basic Concept Drawings
Within the time set forth in the Schedule of Performance ,
the Developer shall prepare and submit to the Agency the Basic
Concept Drawings and related documents containing the overall
plan for development of its property within the Site. The
Developer and the Agency shall initial and date each page of
those drawings and documents . The Site shall be developed as
generally established in the Basic Concept Drawings and related
documents except as changes may be mutually agreed upon between
the Developer and the Agency. Any such changes shall be within
the limitations of the Scope of Development.
3 . [ § 304]
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fsk:oc-P 8317 ,‘
4 . [§ 305] Approval of Plans, Drawings , and
Related Documents
Subject to the terms of this Agreement, the Architectural
Review Board of the City of Redlands shall have the right of
reasonable architectural review of all construction plans.
If any revisions or corrections of plans prepared by the
Developer shall be required by an government official , agency,
department or bureau having jurisdiction, or any lending insti-
tution involved in financing, the Developer and the Agency shall
cooperate in efforts to obtain waiver of such requirements or
to develop a mutually acceptable alternative.
-11-
8917
(§ 306) CostOf COnstruction k��
The cost of developing and constructing the Redlands Mall and all
improvements therein shall be allocated as provided in Attachment No.
attached hereto, entitled "Scope of Development. "
6. [S 307) SChedule of Performance
After the conveyance of title to the Developer of- all Parcels
within the Site which he is to own, he shall promptly begin and
thereafter diligently Prosecute to completion the construction of
his improvements- The Developer shall begin and complete all con-
struction and development within the times specified in the Schedule
of Performance or such reasonable extension. of said dates as may be
granted by the Agency. The 'Schedule of Performance is subject to
revision from time to time as mutually agreed upon in writing between
the Developer and the : ancy. The Agency shall diligently prosecute
and complete all of its-work in accordance with the ch dule of
Performance.
During the period of construction the Developer shall submit to
the Agency a written- report of the progress of the . construction when
and as requested y the Agency. The report shall he in such form
and detail as
may reasonably be required by the Agency and shall
include a reasonable number of construction photographs (if any)
taken since the last report by Developer.
7. [§ 3083 Bodily Injury and property.
Damage: Insurance`
The Developer shall furnish or cause to be furnished to the AgencY
duplicate originals Cr aPproPriste certificates of bodily injury and
Property damage insurance policies in the amount 0I at= ,least $500, 000
for any person, $1 , 000 ,000 for any occurrence and $300, 000 property
damage, naming the Agency and the City as additional insureds.
8. [5 309] City and Other Governmental
ens*,. Permits
Before commencement of construction or development of any build-
ings , str ctures or other work of improve (but
upon any Parcel ( t
not necessareTy perole ,ne conveyance Ci alac) , a-- ea- -
at itsown c sec ere c use to be secured e n tall i
�4'°_" : ,r� C✓�. �..e2 ,., a. ," and �.��r�"c
x u ienvironmental =iwt . r e. and ccp qdyb , .: may w410
0
recoireo d ;,h ' :r .".` ' W a:. „,e a
seen . �s u e ion development' or work. c Agent7 enall crovitic
4
i r tea+. 3, .''^ tth r e v e l i n securing; r .: d.. "^, permits.
Awa ._.Lbw � zr... � .
kr'l-r,8B17
9. [§ 310 3 Riqllts' of Access
Representatives of the Agency and the City shall have the
reasonable right of access to any Parcel 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 Exe-
cutive Director of the Agency.
10. r§ 3113 Local , State and Federal Laws
The Developer shall carry out the construction of the im-
provements in conformity with all applicable laws, including
all applicable federal and state labor standards .
11. (§ 312 ] Antidiscrimination Durina
Construction
The Developer for itself and its successors and assigns,
agrees that in the construction of the improvements provided
for in this Agreement, the Developer will not discriminate against
any employee or applicant for employment because of race, color,
religion, sex or national origin.
B. [§ 313 ] Reseonsibilities of the Agency
The Agency, without expense to the Developer or assessment
or claim against the Site, shall perform all work specified in
the Scope of Development for the Agency to perform within the
times specified in the Schedule of Performance.
C. f§ 3143 Taxes, Assessments, Encumbrances
and Liens
The Developer shall pay when due all real estate taxes and
assessments assessed and levied subsequent to a conveyance of Cot
title. The Developer shall not place or allow to be placed on
any Parcel any mortgage, trust deed, encumbrance or lien unau-
thorized by this Agreement. The Developer shall remove or have
removed any levy or attachment made on the Site or any Parcel,
or assure the satisfaction thereof within a reasonable time but
in any event prior to a sale thereunder. Nothing herein contain-
ed shall be deemed to prohibit the Developer from contesting
the validity or amounts of any tax assessment, encumbrance or
lien, nor to limit the remedies available to the Developer in
respect thereto.
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BOC,' 6
D. r§ 3151 Prohon Against Transferof The
Site, the Buildings or Structures
and Assignment ef Agreement
Prior to the recordation by the Ageney of a Certificate
of Completion of construction as provided hereinafter, the De-
veloper shall not, except aspermitted by this Agreement, sell,
transfer, convey. assign or lease the whole or any part of any
Parcel or the buildings or structures on any Parcel without the
prior approval of the Agency, which shall not be unreasonably
withheld. Notwithstanding the foregoing, no approval by Agency
shall be required with respectto leases by the Developer to
tenants who will occupy space for the purpose of conducting
business in the Redlands Mall.
Except as expressly hereinafter provided, any such proposed
transferee shall have the qualifications and financial responsi-
bility necessary and adequate as may be reasonably determined
by the Agency, to fulfill the obligations undertaken in this
Agreement by the Developer. Any such proposed transferee, by
instrument in writing satisfactory to the Agency and in form
recordable among the land records , for itself and its successors
and assig.ns, and for the benefit of the Agency shall expressly
assume all of the obligations of the Developer under this Agree-
ment and agree to be subject to all the conditions and restric
tions to which the Developer is subject. There shall be submitt-
ed to the Agency ' s attorneys for review all instruments and other
legal documents ProPosed to effect anY such transfer; and if
approved by the Agency ' s attorneys such approval shall be indi-
cated to the Developer in writing.
In the absence of specific written agreement by the Agency,
no such transfer, assignment or approval by. the Agency shall
be deemed to relieve the Developer or any other party from any
14
b89i7 16
Obligations as to each Parcel under this Agreement until comple-
tion of development as evidenced by a Certificate. of Completion.
E. r§ 316 ] SecurirtyEinancing; Right of Holders
1, [§ 317) No Encumbrances Except Mortgages,
Deeds of Trust, Sales and Leaseh-
Bak or Other Financing' for
PeY1-9Pm-ent
Notwithstanding Sections 314 and 315, mortgages, deeds of
trust, sales and leases-back or any other form of conveyance
required for any reasonable method of financing are permitted
before issuance of a certificate of completion of the construc-
tion of the improvements, but only for the purpose of securing
loans of funds to be used for financing the acquisition of a
Parcel or Parcels, the construction of improvements on the Site
and any other expenditures necessary and appropriate to develop
the Site under this Agreement. The Developer shall notify the
Agency in advance of any mortgage, deed of trust, saleand lease-
back or other form of conveyance for financing if the Developer
proposes to enter into the same before issuance of a certificate
of completion of the construction of the improvements on the
Site. The Developer shall not enter into any such conveyance
for financing without the prior written approval of the Agency,
(unless such lender shall be one of the ten largest banking
institutions doing business in the State of California, or one
of the ten largest insurance lending institutions in the United
Stater., qualified to do businesa in the State of California) ,
which approval the Agency agrees to give if any such conveyance
is given to a responsible financial or lending institution or
other acceptable person or entity. Such lender shall be deemed
approved unless rejected in writing by the Agency within ten
(10) days after notice thereof by the Agency. In any event,
the Developer 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 completion of the construction of the improvements on
the Site whether by voluntary act of the Developer or otherwise.
The words "mortgage" and udeed of trust" as used herein include
all other appropriate modes of financing real estate acquisition,
construction, and land development.
2. r§ 3181 Holder No Obligated. to ConStruct
Improvements
The holder of any mortgage, deed of trust or other security
interest authorized by this Agreement shall in no way he obligat-
ed by the provisions of this Agreement to coin truct or complete
15
B jr
the improvements or to guarantee such construction or completion;
nor shall any covenants or any other provision in the deed for
any Site be construed so to obligate such holder. 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.
3. [§ 3191 Notice of Default to Mortgage ,
Deed of Trust or Other Security
Interest Holders ; Right to Cure
Whenever the Agency shall deliver any notice or demand to the
Developer with respect to any breach or default by the Developer
in completion of construction of the improvements , the Agency shall
at the same time deliver to each holder of record of any mortgage ,
deed of trust or other security interest authorized by this Agree-
ment a copy of such notice or demand. Each such holder shall
(insofar as the rights of the Agency are concerned) have the right
at its option within ninety (90) days 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. 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 submit evidence
satisfactory to the Agency that it has the qualifications and finan-
cial responsibility necessary to perform such obligations . Any such
holder properly completing such improvements shall be entitled, upon
written request made to the Agency , to a Certificate of Completion
from the Agency.
4. [§ 320]
Failure of Holder to Complete
-
Improvements
In any case where , six months after default by the Developer
in completion of construction of improvements under this Agreement,
the holder of any mortgage, deed of trust or other Security interest Cr:
creating a 7ien or encumhrance uPon any Parcel has net ecrcised the
option to construct , or if it has exercised the option has not Pro-
ceeded diligeetlY with construction , the RgeetY ' may Pertheee the
mortgage , dee of trost or other security ihtereet by payment to the
holder of the amount of the unpaid
-16-
(r,„8:
B . 18
debt, plus anyaccrued and unpaid interest, If the, ownership
of the Parcel has vested in the holder, the Agency, if it so
desires, shall be entitled to a conveyance from the holder to
the: Agency 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 be
came vested in the holder (less all appropri-
ate 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
Parcel.
(d) The costs of any improvements made by such
holder.
(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 mort-
gage: or deed of trust debt and such debt had
continued in existence to the date of payment
by the Agency.
5 . (§ 321) Right df AgeneytO CUreMort-
gage, Deed of Trust or Other
Securit - Interest Default
In the event of a default or breach by the Developer of
a mortgage, deed of trust or other security instrument with re-
spect to a Parcel prior to the completion of development, and
the holder has not exercised its option to complete the develop
ment, the Agency may cure the defaul t, prior to completion of
any foreclosure. In such event the Agency shall be entitled
to reimbursement from the Developer of all costs and expenses
incurred by the Agency in curing the default, The Agency shall
also be entitledto a lien upon the Parcel to the extent of such
costs and. disbursements . Any such lien shall be subject to mort-
gages, deeds of trust or other security instruments executed
for the sole purpose of obtaining funds to purchase and develop
the Site as authorized herein,
17
'417
F. C§ 322 ) Right of the 1\ one to Satisfy Other
Liens on the Property After Title
Passes
After the conveyance of title and prior to the recordation
of a Certificate of Completion for construction and development,
and after the Developer has had a reasonable time to challenge,
cure or satisfy any liens or encumbrances on a Parcel the Agency
shall have the right to satisfy any such liens or encumbrances,
provided, however, that nothing in this Agreement shall require
the Developer to pay or make provision for the payment of any
tax, assessment, lien or charge so long as the Developer in good
faith shall contest the validity or amount thereof, and so long
as such delay in payment shall not subject the Parcel to forfei-
ture or sale.
G. r§ 3231 Certificate of Completion
Promptly after completion of all construction and develop-
ment to be completed by the Developer upon the site, the Agen-
cy shall furnish the Developer with a Certificate of Completion
upon written request therefor by the Developer. The Agency shall
not unreasonably withhold any such Certificate of Completion.
Such Certificate of Completion shall be, and shall so state,
conclusive determination of satisfactory comPletion of the con-
struction required by this Agreement upon such Parcel, and of
full compliance with the terms hereof with respect to that Par-
cel. The Agency may also furnish the Developer with a Certifi-
cate of Completion for portions of the improvements upon the
Parcel as they are properly completed and ready to use if the
Developer is not in default under this Agreement. After issuance
of such Certificate of Completion any party then owning or there-
after purchasing, leasing or otherwise acquiring any interest
therein shall not (because of such ownership, purchase, lease
or -acquisition) , incur any obligation or liability under this
Agreement, except that such party shall be bound by any covenants
contained, in the deed, lease, mortgage, deed of trust, contract
or other instrument of transfer in accordance with the provisions
of Sections 400-404 of this Agreement. Neither the Agency nor
any other Person, after issuance of a Certificate of Completion, cr
shall have any rights, remedies or controls that it would other-
wise have or be entitled to exercise under this Agreement as
a result of a default in or breach of any provision of this
Agreement, and the respective rights and obligations of the par-
ties with reference to those set forth in the deed.
A Certificate of Completion of construction for the entire
improvement and development of a Parcel shall be in such form
as to permit it to be recorded in, the Recorder ' s Office of San
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c817 a1L
Bernardino County.
If the Agencyrefuses or fails to furnish a Certificate
of Completion for a Parcel after written request from the Devel-
op er the Agency shall, within ten (10) days of thewritten re-
quest, provide the Developer' 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 Developer must take to obtain a Certi-
ficate of Completion- If the reason for such refusal is confined
to the immediate availability of specific items of materials
for landscaping orfine arts, the Agency will issue its Certifi-
cate of Completion upon the posting of a bond by the Developer
with the Agency in an amount representing a fir value of the
work not yet completed. If the Agency shall have failed to pro-
vide such written statement within said 10-day period, the Devel
oper 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 De-
veloper to any holder of a mortgage-, or any insurer of a mort-
gage securingmoney 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 .
(§ 4004/
USE Cr THE SITE
A . f 4013 Uses
The Developer covenants, and agrees for itself, its succes-
sors, its assigns and every successor in interest that during
construction and thereafter, the Developer, such successors and
such assignees shall devote the Site to the uses specified in
the Redevelopment Plan, the deeds, and the Scope of Development.
Qn
B. [§ 4021 Obligation to Refrain From
Discrimination
There shall be no discrimination against or segregation
of any person, or group of persons, on account of sex, race,
color, creed, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the
Site, nor shall the Developer 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, subtenants, sublessees, or vendees of any Parcel.
- 19 -
c. (1 4031 Form of Nondiscrimination and Nonsegre-
. . . _
gaIion Clauses
The Developer shall refrain from restricting the rental,
sale or lease of the property on the basis of sex, race, color,
creed, ancestry or national origin of any person. All such
deeds, leases or contracts shall contain or be subject to sub-
stantially the following nondiscrimination or nonsogregation
clauses :
1, In deeds : "The grantee heroin covenants by
and for himself, his heirs, executors, admini-
strators 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 sex,
race, color, creed, national origin or ancestry
in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoys ant 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 prac-
tices of discrimination 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 lend. "
2 . In leases : The lessee herein.' covenants by
and for himself, his heirs, executors, admini-
strators 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 sex, race, color, creed, national
origin or ancestry, in the leasing, subleasing,
transferring, use, 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 prac-
tices of discrimination or segregation with
reference tothe selection, location, number,
use or occupancy, of tenants, lessees , subles-
sees, subtenants or vendees in the land herein
leased. "
- 20 -
8or!S917
3. In contracts : "There shall be no discrimination
against or segregation of, any person, or group
of persons on account of sex, race, color, creed,
national origin or ancestry in the sale, lease,
sublease, 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 diseximinntion or segregation with
reference to the selection, location, number,
use or occupancy of tenants, lessees, subten-
ants, sublessees or vendors of the land. "
D. r§ 404 ] Effect and Duration of Covenants
The covenants contained in this Agreement and the deeds shall
remain in effect until July 26, 2006. The covenants against dis-
crimination shall remain in perpetuity.
E. (§ 405 ] Rights of Access - Public Imerovoments
and Facilitiea
The Agency for itself, and for the City and other public
agencies, at their sole risk and expense, reserves the right to
enter the Site or any part thereof at all reasonable times and
with as little interference as possible, for the purposes of con-
struction, reconstruction, maintenance, repair or service of any
public improvements or public facilities located on. the Site.
Any such entry shall be made only afterreasonable notice to De-
veloper, and Agency shall indemnify and hold Developer harmless
from any claims or liabilities pertaining to any entry. Any
damage or injury to the Site resulting from such entry shall
be promptly repaired at the sole expense of the public agency
responsible for the entry. Except for emergencies the following
times shall not be considered reasonable with regard to the
Shopping Center Site:
1. November 1-December 25 of each year,
2 . The four weelc.s immediately preceding
Easter Sunday,
v. r.§, 5061 DEFAULTS, REMEDIES AND TERMINATION
A. [§ 501 ) General
Subject to the extensions of time set forth. in Section 604,
failure or delay by either party to perform any term or provi-
sion of this Agreement constitutes a default under this Agree-
ment. The party who so fails or delays must immediately collimencE.,....,
21 -
Boc 8917ix,r,7 4,
to cure, correct, or remedy such failure or delay, and shall
complete such cure, correction or remedy with reasonable dili-
gence 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 fur-
ther damages, and except as otherwise expressly provided in.
Sections 507 and 508 of this Agreement, the injured party may
not institute Proceedings against the party in default until
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.
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 de-
prive either such party of its right to institute and maintain
any actions or proceedings which it may deem necessary to pro-
tect, assert or enforce any such rights or remedies.
B. f 5021 Legal Actions
1. t§ 50 Institution of Legal.,. Actions
In addition to a, other rights or remedies, either party
may institute legal aaaion to cure, correct or remedy any de-
fault 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 Los Angeles, State of California, in an appropriate munici-
pal court in that County, or in the Federal District Court in
the Central District of California.
2 . E§ 504 Applicable Law
The laws of the State of California shall govern the inter-
pretation and enforcement of this Agreement.
3 . (§ 5051 Acceptance of Service of Process
In, the event that any legal action is commenced by the De-
veloper against the Agency, service of process on the Agency
shall be made by personal service upon the Chairman 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 Developer, service of process on the Develop-
er shall be made by Personal service upon a corporate officer
22 -
of one of the General Partners of the Developer or in such other
manner as may be provided by law, whether made within or without
the State of California.
C, r§ 506 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 reme
dies shall not preclude the exercise by it, at the same time
or different times, of any other rights or remedies for the same
default or any other default by the other party.
D. ri 5073 DaM-ageS
If either the Developer 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 de-
faulting party. If the default is not cured or commenced to
be cured by the defaulting party within ninety (90) days after
service of the notice of default, the defaulting Party shall
be liable to the other party for any damages caused by such
default.
508] fPecific Performance
If either the Developer or the Agency defaults under any
of the provisions of this Agxeement the defaulting 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 forty-five (45) 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-
t§ 5091 Remedies and Riahts of Termination
, -
Prior to Conve ,ance
1. (§ 5107 Termination, by Developer
In the event that:
(a) The Agency fails to issue bonds to finance
Project costs pursuant to Section 705 hereof:
or
- 23
' o 8
(b) The Agency does not tender conveyance of title
to the Site or any Parcel , or possession thereof,
in the mann,m- and condition , and by the dates
provided in this Agreement, and any such failure
is not cured within thirty (30) days after written
demand by the Developer ; or
(c) The Agency and/or the City of Redlands and Developer
are unable to agree upon the terms of the Agreement
or Agreements referred to in Section 703 prior to
the date that the balance of all Parcels to be
conveyed to Developer are require to be conveyed
to it under this Agreement, as the same may be
extended;
then the Agreement with respect to any Parcel not yet conveyed,
shall , at the option of the Developer, be terminated by written
notice thereof to the Agency , and neither the Agency nor the
Developer shall have any further rights against or liability to
the other with respect to such unconyeyed Parcels under the
Agreement, except as set forth in Section 702 .
2 . [§ 511] Termination bv Agency
In the event that prior to each conveyance of title to the
Developer, and in violation of this Agreement:
(a) The Developer (or any successor in interest)
assigns or attempts to assign this Agreement
or any rights therein , or in the Site without
approval ; or
(b) The Developer does not (I) pay the purchase
price , the other consideration, or the proof
of other consideration; and (2) take title te
each ParceL under ten:1er of conveYance
to 1- ic-7, grr
aftc.,,r .1-he date of .7..;1,7-:Ltten
-24-
Boc7.8917
then the Agreement with respect to any unconveyed Parcels and
any rights of the Developer or any assignee or transferee in
this Agreement, Pertaining thereto or arising therefrom with
respect to the Agency, shall , at the option of the Agency, be
terminated by the Agency, in which event, neither the. Developer
(or assignee or transferee) nor the Agency shal ® have any fur-
ther rights against Or liability to the other under this Agree-
ment pertaining to such unconveyed Parcels, except as set forth
in Section 702.
G. [§ 5121 qpfion to Repurchase, Reenter and
_
RUP°sses
The Agency shall have the additional right at its option to
repurchase, reenterand take possession of all Or part of the site
with all improvements' thereon, if after conveyance of title and Prior
to the recordation of the Certificate of Completion, the Developer
(or its successors in interest) shall :
(a) Fail to proceed withthe construction of the
improvements as required by this Agreement
for a period of three months after written
notice thereof from the Agency,
(b) Abandon Or substantially suspend construction
of the improvements for a period of three
months after written notice of such abandon-
ment or suspension from the AgeaoY,
(c) Transfer, or suffer any involuntary transfer
of the site, or any part thereof, in violation
of this Agreement.
(d) Cause Agency to „ elect to terminate this Agreement
in accordance with Section 511,
subject to and be limited by and shall not defeat, render in-
valid, or limit:
Ct
Cc
(a) Any mortgage, deed of trust or other security
instrument permitted by this Agreement,
(b) Any rights or interests provided in this Agree-
ment for the protection of the holder of such
mortgages , deeds of. trust or other security
inst2swments .
To exercise its right to repurchase, reenter and take pos-
session, the Agency shall pay to the Developer (or its succes-
sor in interest) incash an amount equal, to:
(1) The purchase price paid, to the. Agency for the
Parcel; plus
- 25 -
14,00-4,7
917
(2) The costs incurred for on-site labor and materi
als for the construction of the improvements
existing on the Parcel at the time of the
repurchase., reentry, and repossession; less
(3) Any gains or income withdrawn or made by the
Developer (or its successor ininterest) from
the Parcel or the improvements thereon.
H. (§ 5137 Piht of ReYertOr
The Agency shall have the additional right, at its option,
to reenter and take possession of a parcel, with all improve-
ments thereon, and revest in the Agency the estate theretofore
conveyed to the Developer, if after conveyance of title and
prior to recordation of the Certificate of Completion, the De-
veloper (or its successors in interest) shall :
(a) Fail to proceed with the construction of the
improvements as required by this Agreement
for a period of three months after written
notice thereof from the Agency,
(b) Abandon or substantially suspendconstruction
of the improvements for a period of three
months after written notice of such abandon-
ment or suspension from the Agency,
(e) Transfer, or suffer any involuntary transfer
of the Parcel, or any part thereof, in viola
tion of this Agreement.
Such right to repurchase, reenter and repossess shall be
subject to and be limitedbyand shall not defeat, render in-
valid, or limit:
(a) Any mortgage, deed of trust or other secur-
ity instrument permitted by this Agreement,
(b) Any rights or interests Provided in this
Agreement for the protection of the holder
of such mortgages , deeds of trust or other
security instruments.
The rights established in this Section shall not apply to
individual parts of the Site or any part thereof on which the
improvements to be constructed thereon have been completed in
accordance with this Agreement, and for which a Certificate of
Completion he been recorded therefor as Provided in Section 323 .
-26-
BO 8il7 15
The deed shall contain appropriate reference and provision
to give effect to the Agency's right, as set forth, in this Sec-
tion 513 under specified circumstances Prior to recordation
of the certificate of completion to reenter and take possession
of the Site with all improvements thereon and to terminate and
revest in the Agency the estate conveyed to the Developer.
Upon the revesting in the Agency of title to the Site or
any part thereof as provided in this Section 513 , the Agency
shall, pursuant to its responsibilities under state law, use
its best efforts to resell the Site or Part thereof as soon
and in such manner as the Agency shall find feasible, and con
sistent with the objectives of such law and of the Redevelop-
ment 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 improve-
ments in their stead, as Shall be satisfactory to the Agency
and in accordance with the uses specified for such Site or part
thereof, in the Redevelopment Plan. Upon such resale of the
Site the proceeds thereof shall be applied:
(a) First, to reimburse the Agency on its own be
half or on behalf of the City, for all costs
and expenses incurredby the Agency, includ-
ing but not limited to salaries to personnel,
in connection with the recapture, management
and resale of the Site or part thereof (but
less any incomederived by the Agency fro-,'A
the Site or part thereof in connection with
such management) ; all taxes, asaessments, and.
water and sewer charges with respect to the
Site or part thereof (or, in the event the
Site is exempt from taxation or assessment
or such charges during the period of owner-
ship to such taxes, assessments, or charges
(as determined by the City assessing official)
as would have been Payable if the Site were
not so exempt) ; any payments made or neces-
sary to be made to discharge or prevent from rtp,
attaching or being made any subsequent encum-
brances or liens due to obligations, defaults ,
or acts of the Developer, its successors or
transferees; any expenditures made or Obliga-
tions incurred with respect to the making or
completion of the improvements or any part
thereof on the Site or part thereof; and, any
amounts otherwise owing the Agency by the De-
veloper and its successor or transferee; and
- 27
(b) Second, to reimburse the Developer, its suc-
,
cessor or transferee, up to the amount equal
to (1) the sum of the purchase price paid to
the Agency by the Developer for the. Site (or
allocable to the part thereof) (2) the costs
incurred for the development of the Site and
for the improvements existing on the Site at
the time of the reentry and repossession., less
(3) any gains or income withdrawn or made
by the Developer from the Site or the improve-
ments thereon.
Any balance remaining after such reimbursements shall. be
retained by the Agency as its property.
To the extent that the rights established, in this Section
involves a forfeiture it must be strictly interpreted against
the Agency, the party for whose benefit it is created. The
rights established in this section, are to be interpreted in
light of the fact that the Agency will convey the Site to
the Developer for development and not for speculation in uncle-
veloPed land.
vi. [§ 600 ] GENERAL PROVISIONS
A. [§ 6011 Notices , Demands and Communications
Between the Parties
Formal notices, demands and communications between the
Agency and the Developer shall be sufficiently given if dis-
patched by registered or certified mail, postage prepaid, re-
turn receipt requested, to the principal offices of the Agency
and the Developer. Such written notices, demands and communica-
tions may be sent in the same. manner to such ether addresses
as either party may from time-to-time designate by mail as pro-
vided in this Section.
B. - [§ 6021 Conflict of InPereSte
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 the Agreement which affects his
personal interests or the interests of any corporation, part-
nership or association in which he is directly or indirectly
interested.
The Developer warrants that it has not paid or given, and
will not pay or give, any third person any nonny or other con-
sideration for obtaining this Agreement.
- 28 -
C. C§ 603 ] Nonliabilitv ofency Officials
and
F),(11P12Y.E3es.
No member, official or employee of the Agency shall be
personally liable to the Developer., Or any successor in inter-
est, in the event of any default or breach by the Agency or
for any amount which may become due to the Developer or succes-
sor or on any obligations under the terms of this Agreement,
D. (§ 6043 EnforcedpelaY: Extension of Times
of Performance
In addition to specific provisions of this Agreement, Per-
formance 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; casual-
ties; acts of God; acts of the public enemy; epidemics ; quaran-
tine restrictions; freight embargoes; lack of transportation;
governmental restrictions or priority; litigation; 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 failure to act of any public
or governmental agency Or entity (other than that acts or fail-
ure 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 only be for the
period of the enforceddelay, which period shall commence to
run from the time of the commencement of the cause. If, how-
ever, notice by the party claiming such extension is sent to
the other party more than 30 days after the commencement of
the cause, the period shall commence to run only thirty (30)
days prior to the giving of such notice. Times of Performance
under this Agreement may also bo extended in writing by the
Agency and. the Developer,
E. [§ 605 ) inspection of Books and Records
The Agency has the right, upon not less than seventy-two
(72) hours ' notice, at all reasonable times to inspect the
books and records of the Developer pertaining to the Site as
pertinent tothe purposes o this Agreement. The Developer
also has the right, upon not less than seventy-two (72) hours '
notice, at all reasonable times to inspect the books and. re-
cords of the. Agency pertaining to the Site as pertinent to the
purposes of this Agreement.
P. (§, 606 ) Plans and Data
Where the Developer does not proceed with the purchase and
development of the Site or any Parcel, and when this Agreement
- 29 -
Bo817
is terminated pursuant to Section 511 hereof for any reason,
the Developer shall deliver to the Agency any and all plans or
data concerning the Site or Parcel and the Agency or any other
person or entity designated by the Agency is free touse such
Plans and data.
G. t 6071 A... Jr°val '12Y_ AgsEgY
Wherever this Agreement requires the Agency to approve any
contract, document, plan, specification, drawing orother matter
such approval shall not be unreasonably withheld.
vii. L 7013 SPECIAL PROVISIONS
A. i§ 701] Dove122OE' s DEE°sit
On or before the date of execution of this Agreement, the
Developer shall deposit, or cause to be deposited, with the Escrow
Agent provided in Section 202, the amount of Three Hundred Eighty-
Five Thousand Dollars ($385,000) . The deposit shall be used by
the Agency to acquire Parcels LA, 1B and 1C, shown on Attachment
No. 1, "Site Map, " which Parcels shall immediately upon such acqui-
sition by Agency be conveyed to Developer through such escrow, all
as provided in Attachment No. 2, "Method of Financing, " so that
Developer will be able to use the same as security for the advance
of said $385,000 by its lender.
The Agency shall be under no obligation to pay or earn inter-
est on the deposit, but if interest shall accrue or be payable
thereon suchinterest, when received by the Agency, shall be the
property of the Developer, and shall be promptly paid to the
Developer.
B. (§ 702 ] RePurchase b A...,ency of Conveyed
Parcels
As indicated in Attachment No. 2, "Method of Financing, " the
Agency will convey property to the Developer in two phases, the
first consisting of Parcels 1A, 1B and 1C shown on AttachmenL No, 1,
which will be purchased with Developer ' s deposit in escrow of
$385, 000 pursuant to Section 701, and the second consisting oh
the balance of the Property to be owned by Developer in the Site.
If, prior to the second phase of conveyances to Developer, this
Agreement shall beterminated by Developer or Agency in accordance
with Section 510, or Section 511, Agency agrees forthwith upon such
termination to repurchase from Developer the Parcels conveyed to
him under the first phase. The repurchase price shall be :
1. In the case of termination under Section 510, the
amount paid by Developer to Agency for such property
plus all out-of-pocket expenses incurred by Developer
in connection with the acquisition of such property,
including interest expense and loan fees or costs on
funds borrowed by Developer to advance such purchase
price to the Agency, or
2. In the case of termination under Section 511, the
amount Paid by Developer to Agency for such property.
In the event that. Developer is entitled to terminate this
Agreement under Section 510 (b) and Agency is in a position to
deliver to Developer possession of all of the property ultimately
to be conveyed to Developer, but not title thereto, Developer
may elect to accept such possession premised upon a later delivery
of title, in which case Agency agrees to do whatever is necessary
or appropriate, within its legal authority, to satisfy Developer ' s
lender, including deposit of funds to cause appropriate title
indemnities to be made, so that funds might be advanced for con-
struction Purposes upon delivery of possession.
C. r§ 7032 Construction, Poeratiug and
Easement Agreements
Prior to the date that Agency is required to convey to Developer
the balance of ail property to be owned by Developer in the Site,
Agency and/or the City of Redlands and Developer shall enter into
an Agreement or Agreements covering the respective rights and obliga-
tions of each of them with respect to easements within the Site for
Parking, utilities, support, access and other matters which may be
appropriate, and the managemen , maintenance and operation of common
areas within the Site, including parking areas, malls and sidewalks.
Agency agrees that it will grant or cause to be granted to Developer'
such easements over its property in the Site as may be necessary,
customary or appropriate for the conduct of a shopping center upon
the site. Such Agreement shall also provide, if the same is legally'
possible, for the construction of improvements for which Agency is
responsible under this Agreement by Developer, at Agency' s expense.
-31-
IS 704) Agency Bond Issue
The Agency shall use its best efforts to issue bonds to
finance the Agency 's share of Project costs . The Agency shall ,
issue said bonds prior to the date established therefor in the
Schedule of Performance , or this Agreement may be terminated
pursuant to Section 5.10 hereof.
E. ES 705] Submission of Documents to the
Agency for Approval
Whenever this Agreement requires the Developer to submit
plans , drawings or other documents to the Agency for approval ,
which shall be deemed approved if not acted on by the Agency
within a specified time, said plans, drawings or other documents
shall be accompaniedby a letter stating that they are
being submitted and will be deemedapproved unless rejected by
the Agency within the stated time Copies of such submittal
letters shall be sent to each Member- of the Agency.
P. [5 . 7051 Preferences for Retail and Commercial
Businesses Located in the Project Area
The Developer agrees to provide reasonable preferences for
retail and commercial business presently located in the Site to
become lessees in Redlands Mall ahead of others from outside the
Site to the extent such tenants are aPProuriate and at rental rates
and other lease terms consistent withsuch rental rates and terms
to be Offered to similar tenants of Redlands MaiI. The right to
such oreferences shall be subject to election by such orosuective
tenants to seek such preference within ninety ( 90) days after
noOfce from Developer or Agency, and failure to make election
within such ninety (00) day period shall be deemed a waiver of
any preferential right.
-32-
8 )17
VIII . [§ 800) ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS
This Agreement is executed in five (5) duplicate originals
each of which is deemed to be an original. This Agreement includes
thirty-three (33) pages and four (4) attachments 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 nego-
tiations 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 or the Developer , and all amendments hereto must be in
writing and signed by the appropriate authorities of the Agency
and the Developer.
IN WITNESS WHEREOF, this Disposition and Development Agreement
is executed on the dates hereinafter set forth by the parties as
follows :
DEVELOPER
June/',' 1974
Ji By
Howard E. Connor
REDEVELOPMENT AGENCY OF THE
CITY OF REDLANDS
June /ill , 1974 By
back B. Cummings , Chairman
June , 1974 Ey /7 .
,o
eggyMle
60eY ebretary „.74-
S ,
June 1974 By
F. .,..erritt , dr. , Acting
Executive Director
APPROVED AS TO FORM:
40p,
Edward F. Taylor, Cityr'!Atror-- .----
u.: . '
ATTACHMENT O- 1 ,� ,
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ATTACHMENT NO, 2
METHOD OF FINANCING
In the United States in general, and California in particular,
almost without exception shopping centers have been constructed
where land Prices are low or the land had been purchased many
years earlier at lower prices and the landowner becomes the de-
veloper or is involved with the developer. Generally, shopping
centers have been builtin the suburbs. Older areas have been
unable to obtain modern shopping facilities with adequate size
major department stores and modern air conditioned malls,
To remedy this imbalance, many cities have attempted to support,
assist, or rejuvenate older, obsolescent, shopping centers once
considered regional in nature. The most common method- has been
to supply public parking in or near existing retail commercial
areas.
The, unavailability of land and supporting facilities at
a price commensurate withthe development of a major regional
shopping center has resulted in the absence of adequate Modern
facilities in the trade area in and around the City of Redlands .
This City and its Redevelopment Agency have adopted the Redevelop-
ment Plan for the Redevelopment Project and is now preceding to
carry out the Project by authorizing Developers to establish
shopping centers in a manner compatible with development on
adjacent parcels.
Some cities have expended vast public funds to provide
publicly-owned pedestrian malls, bothopen air and enclosed with
air conditioning. Other cities have encouraged the development
of major regional shopping centers by providing and paying for
public improvements, utilities and facilities, such as curbs,
gutters, sanitary sewers, streets, street lights, water, storm
drains, etc. , which usually would be paid for by the developer.
In others, the cost of land has been reduced through redevelop
ment to a price a developer can afford to pay.
Such assistance is not for the purpose of subsidizing the
developer, but merely to provide the economic and financial basis
whereby the developer pays what he reasonably can be expected to
Pay-
A well-planned and financially sound chopping center provides
retail, commercial, recreational and community services which are
basic to a balanced community. it produces substantial sales
taxes; appreciation of assessed valuations subject to property
taxes; and gives impetus tothe economic well-being and progress ro
of adjacent areas and generally benefits and. improves the services s,
C4
and welfare of the community as a whole.
-1-
b1817 L1 ?
The Agency will sell and convey to the Developer and the
Developer will Purchase from the Agency fee title to approximately
124, 100 square feet of land and approximately 76,000 square feet of
air rights within the site, which land and air rights are identified
on Attachment No. 1 as Parcels 1A, 113, 10, 2 and 3 . The Developer
shall pay to the Agency the slim of $4.00 per square feet forthe
land and air rights conveyed to him by the Agency, plus $4.00 per
square foot for any net retail space constructed by Developer in
excess of one story during the initial construction of the Redlands
Mall, exclusive of mezzanines, storage areas andother space not
devoted to retail sales purposes.
The Agency has issued bonds in the amount of $2,440,000, which,
together with Developer ' s deposit referred to in Section 701, it will
use to complete the acquisition of certain parcels within the site.
Upon such acquisition, the Agency will convey to the Developer
approximately 44, 516. 75 square feet of land and. 51, 930 square feet of
air rights, which land and air rights are identified on Attachment
No. 1 as Parcels IA, 113 and lC The Agency will acquire by negotiation
or by condemnation the balance of the property within the site on or
before the date specified in the schedule of performance and will
thereupon convey to Developer Parcels 2 and 3 shown on Attachment
No, 1. If Agency is unable to deliver title to all of Parcels 1A, IB,
10, 2 and 3 within the time provided in the schedule of performance,
as it may be extended by mutual agreement of the parties, Developer
shall havethe option to require the Agency to repurchase all of the
land theretofore conveyed to and paid for by the DeveloPer, or to accept
possession o1: all of said parcels, subject to a later conveyance of
title and steps to be taken by Agency to enable Developer to obtain a
sufficient interim construction loan, as set forth in Section 702.
Upon the acquisition of title or possession to all property.
within the site and the conveyance to Developer of all of Parcels 1A,
IB, 10, 2 and 3, Developer will construct or cause to be constructed,
at its expense, the retail store buildings and the enclosed mall to
be located on the site. The Agency will construct or cause to be
constructed, at its expense, demolition and any other improvements on
or off the site necessary to support and operate a shopping center
containing approximately 178,000 square feet of retail stores and a
22, 100 square foot enclosed mall, including the following:
1. All dmolition, site clearance, site preparation and
r'lak
grading;
2. Construction of all narking facilities, both surface and
below Developer ' s air rights parcels, including necessary
support for the buildings*to be constructed by Developer
upon its air rights parcels ; and
3 . Construction of all roads, curb , gutters, sidewalks,
sewers, utilities and other similar improvements to
serve the site.
* See attachment No, 4, II - Project and Site Improvement,
No. 13 - Subeurfaoe Parking, Page 5.
-2-
17
Bcc,8...9„
13
The Agency has expended funds for:
1 . Adoption of the Redevelopment Plan.
2. Administrative, legal, fiscal, andprocedural costs .
3. Site survey (extensive)
4 . 'Detailed analysis of nature of Project area
and assessed. valuations.
When and as appropriate the. Agency has expended and will expend
funds to apPraise properties; negotiate for Purchase of properties ;
relocation assistance- and payments; demolition, site clearance and
site Preparation: public improvements , facilities and utilities;
and bond counsel; and all other costs required to carry out this
Agreement .
It is anticipated by the Agency and the Developer that they will
enter into anagreement or agreements providing for certain easements
with respect to parking rights and utilities within the site, as well
as easements for the support of Developer ' s buildings to be constructed
upon his air rights parcels, and other rights and obligations relating
to the construction, operation and management of the Redlands Mall .
Such agreement or agreements, when duly made and executed , shall be
incorporated herein by reference and deemed a part of this Agreement .
-3-
ATTACHMENT NO. 3
SCHEDULE OF PERFORMANCE
EVENT TIME FOR PERFORMANCE
Develoser ' s Deposit, Developer On or before date of execution
shall deposit with escrow agent of this Agreement by Developer.
the sum of $385, 000.
Agency Acquisition of Land (First On or before July 1, 1974.
Phase) . Agency shall obtain title
and possession to all of Parcels
1A, 1B and 1C.
Asenc Ac.uisition of Land (Second On or before December 1, 1974,
Phase) . Agency shall obtain title or such other date as mutually
and possession to the balance of agreed between the parties.
Property in the site.
Relocation. Agency will accomplish Within 90 days following acquisi-
tion of each parcel or the minimum
relocation of existing occupants of
the siteperiod of time provided by statute
.
of the State of California.
Opening of Escrows (First Phase) . Forthwith upon execution of
Agency shall open escrows to acquire this Agreement.
Parcels 1A, 1B and IC and to convey
the same to Developer.
04,enin• of Escrows (Second Phase . Within a reasonable time after
Agency shall open escrows to convey receipt of request to do so by
Parcels 2 and 3 to Developer. Developer.
Converance of Title (First phase) . on or before July 1, 1974.
Agency shall convey title to
Parcels LA, 1B and 1C to Developer.
Conveyance of Title (Second Phase) . On or before December 31, 1974,
Agency shall convey title to or such other date as mutually
Parcels 2 and 3 to Developer, agreed between the parties.
Execution of Easement and Operatin. On or prior to date of conveyance
Agreement. Agency and Developer to Developer of Parcels 2 and 3 .
Shall enter into agreement
described in Section 703 .
Submission of Basic Concept within SO days after execution
Drawings. Developer and Agency of this agreement by both
shall submit to each other Basic parties.
Concept Drawings for the site.
An roval of Basic Conceot
Within 30 days after receipt of
Drawings. Developer and Agency such drawings.
Shall approve or disapprove the
Basic Concept Drawings of the other.
-1-
Ccmmencement of Construction. Following conveyance of title
Developer and Agency shall an Possession to Developer
commence construction of f all of Parcels 1A, IB, 1C
improvements 'or the site. 2 and 3 .
Construction of Public Improvements . On a schedule which will
Agency shall. cause construction of coordinate with the
all public improvements . construction schedule for
Developer ' s improvements .
Completion of Construction by Within 1 year after commencement
Agency . Agencyshall completeof construction of Agency' s
construction of its improvements . improvements.
Completion of Construction by Within 1 year aftercompletion
eveto en, Developer shall by Agency of work necessary
complete construction of its to support buildings on
improvements . Developer ' s air rights parcels .
-2-
b8917
ATTACHMENT NO. 4
SCOPE OF DEVELOPMENT
(PRIVATE AND PUBLIC)
The Site shall be designed and developed as an integrated
complex in which the building's will have architectural excellence
individually as well as in their identity as a complex. The
spacesbetween buildings shall be designed, landscaped and
developed to the same excellence. All development shall be
consistent with the Redevelopment Plan. The Agency will use
architects and engineers designated by the Developer to ensure
continuity and coordination.
The Agency agrees that in the area bounded by Orange
Street on the East, Citrus Avenue on the South, including the
half block south of Citrus Avenue between Fourth Street and
Eureka Street, Eureka Street on the West, and Redlands
Boulevard on the North, the maximum height of all
buildings to be constructed shall not exceed 40 feet above
the adjacent grade, measured from the top of the curb. The
Agency shall include said height limitation in all agreements
entered into for the development, of land in said described
area.
PRIVATE DEVELOPMENT
Parcels 1A, 1B, 1C, 2 and 3
The Developer shall construct on. Redlands Mall, sometimes
called "SITE" herein, a Shopping Center of not less than 200, 100
gross square feet, which shall include at least 2 major stores,
a landscaped, air conditioned mall, mall stores for commercial-
retail facilities and services, and may include accessory facilities
and other ancillary buildings ctu locatedin shopping
centers.
Buildings on the Site may be constructed to a height of 40
feet but shall cover not less than 200, 100 square feet of land
area of the site excluding the parking structure. There shall be
constructed on the site approximately 363,800 square feet in
parking spaces including, paving, grading, striping, lighting,
landscaping-, access drives, curbs, signs, etc. Adequate Utility
loops to service private buildings and parking areas shall also
be provided.
A portion of the site Shall be used exclusively for
automobile parking, landscaping and incidental purposes . To the
extent possible the Developer may construct buildings on the
Site for use by financial institutions, restaurants or retail
stores.
Easements
The Agency and the Developer shall grant and permit all
necessary and appropriate easements and rights for the development
of each Parcel including but not limited to easements and rights
of vehicular access, pedestrianaccess, parking, sanitary sewers,
storm drains, water, electrical power, telephone, natural gas,
etc.
Architecture and Deci'n
The Developer shall construct buildings on each. Parcel of
high architectural quality with landscaped areas . The structures
must be effectively and esthetically- designed. The shape, scale
of volume, exterior design, and exterior finish of each building c,
must be consonant with, visually related to, physically related to,
and an enhancement to each other and to adjacent buildings within
the Project area. The Developer' s plans and proposals submitted
to the Agency for approval shall describe in reasonable detail the
architectural Character intended for the Site.
Roofs
All roofs shall be designed as if to be viewed. There shall
be a minimum of exposed plumbing or mechanical equipment on the
roof- except in such cases where the exposed parts contribute
materially to the theme and design of the buildings .
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integrate t171i :. ..(5...eV ::..1,::..0P.11:.:01!,1....t W..1t11..... djbeiit. sites within w...............i.tb.. . .t......11-..e. .Project:
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food center. -
Page 3 , Continued
BCC...8917
arz
B. The mall and the mall shops.
C. The other restaurants, financial institutions
and other improvements customary for a shopping
center.
D. All other construction and improvements which
Developer is required to provide by any provision
of this Agreement.
PUBLIC DEVELOPMENT, IMPROVEMENT, FACILITIES, UTILI-
TIES, DEMOLITION, SITE CLEARANCE, AND SITE PREPARATION
The Agency agrees to provide or to cause to be provided on
or for the site, the developments, improvements, facilities,
utilities, demolition, site clearance and site preparation as
follows:
I. Demolition, Site Clearance, and Site Preparation
A. Demolition and removal of all existing on-site
buildings, pavements, walks, curbs, gutters,
sewers and other improvements, including under-
ground and aboveground utilities, with the ex-
ception of the Pacific Telephone & Telegraph Coaxial
Cable.
B. Rough grading, with fill material as may ne re-
quired , nroperly compacted.
II . Pre 'eet and Site Imerevement
A. ShoPPiug Center Site
1. Sanitary Sewers :
A sanitary sewage collection system adequate to
serve the new buildings to the site.
.p. Page 4, Continued
e ,
2. Storm Drains :
A collection system will be constructed to
adequately dispose of storm water from the
new buildingS and the parking area.
3 - Watera1122,1Y:
.
Connections to existing water mains of the City of
Redlands will be made to the Site to serve the new
buildings.
4. Electrical :
The certificated utility company will provide
sources of energy througha conduit system.
5. Telephones
The new facilities will be serviced from an
adequate system constructed between existing
facilities and the new buildings .
6. Signals :
Traffic signals will, be provided as determined
and directedby the Public Works Director of the
City of Redlands.
7 . Sidewalks. Curbs, and Cutters and Driveways : .
AK, k
,
cn
Sidewalks, curbs, and necessarydriveways to the ,,..,..,
,..."
Public street as determined and directed by the
City Public Works Director,
8. Street l-dgihts :
This item includes street lights adjacent to the
project area in the numbers and spacing as determined
by the Public Works Director of the City of Redlands .
- ,
i
Mli..,.+:x;�s€�a�a�niu!au 2�i a +`,"'�e�`,�6't 4`, z`f�,`� :t.11r jii CF�'�`"� II r� �
, � � {qtr
' Page 5, continued
! f, 9. Landscaping and Sprinklers
The parking area will beped w th
landscs C'
appropriate planting adjacent to streets
s.
�t, and in the
,`iparking .rea. •
10. Parking Lights:
'h lights necessary to illuminate the exterior
1 parking lot.
1 11. Ashalt Concrete
k
Paving of the
parking area with asphalt
1 concrete including a crushed rock base or
such.
substitute as the City ' s Public Works Director
may determine to be adequate
12. Parkin. Lot Stri sin•'
Striping of exterior parking stalls, road centerlines,
directional arrows, pedestrian walkways and other
traffic markings .
13. Subsurface Parkins
A parking garage below Developer ' s air rights parcels
providing approximately 263 parking spaces,
together with all necessary support required for the
buildings to be erected by Developer on his air rights
S 11
parcels , provided that the costs of any additional.
construction or structures required for support of
the buildings on top of the garage will be paid by
the Developer, J
III . All other items required, necessary or a
PPoPriate for
'
development of the site, except those which Developer �s
11,
has expressly agreed to construct, install or develop. -'1;''''
44�s`_