HomeMy WebLinkAboutContracts & Agreements_10-08 RDA_CCv0001.pdf OWNER PARTICIPATION AGREEMENT
By and Between the
REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS
and
PROPERTY ONE, LLC
a California limited liability company
pocsoo I 289738v5/200079-00 14
Table
of Contents
Pa2e
100, DEFINITIONS. ,, _,_'__~,~,___~~',^,~,,.
201. Agency Conditions to Agency Participation --��*=--�
202. '-~-�—^`---~`—^^--~---�
204^ -^-'--=—=~^=^==---~-�"
206. Compliance With Laws
207. Nondiscrimination in Eniployment
300. COVENANTSAND RESTRICTIONS302, Nondiscrimination Covenants 7
3�.
303. Effect of Violation of the Terms and Pro-N,isions of this Agreement
After Completion of ..8
402. Institution of Legal
403. Termination by the Operator
404. Termination by Agency. .
405. Acceptance of Service of Process
406. Rights and Remedies Are Cuniulatiye
501. Notices, Demands and Communications Between the
502. Enforced Delay; Extension of Times of Performance 10
503. Non-ljahility of Officials and Employees of Agency
504. Relationship Between Agency and Operator
505.
Agency Approvals and
506. Countoparts:
508. Computation of Tittle „ ,
11
5 1 [ of by
, No Third Party Beneficiaries Except
Attachment No.
Site Map
No. 2 Relocation Agreement
OWNER PARTICIPATION AGREEMENT
This OWNER PARTICIPATION AGREEMENT (the -Agreement-) is entered into as of
September 3, 2008, by and between the REDEVELOPMENT AGENCY OF THE CITY OF
REDLANDS, a public body. corporate and politic (the "Agency") and PROPERTY ONE, LLC,
California limited liability company (the -Operator"),
R C ITALS
The following recitals are a substantive part of this Agreement
A. In furtherance of the objectives of the Community Redevelopment Law of the State
of California, Health and Safety Code Section 33000, et seq. (the -Act-), the Agency and the
Operator desire that the certain real property within the Redlands Project Area with improvements
described in this Agreement and that thereafter the Operator or one of its affiliates shall operate an
information services business at the subject property.
B. The development and operations as required to be accomplished under this
Agreement are in the vital and best interest of the City and the health, safety, and welfare of its
residents, and in accord with the public purposes and provisions of applicable state and local laws.
NOW,THEREFORE, the Agency and the Operator hereby agree as follows:
100. DEFINITIONS.
"Act" or -Redevelopment Law means the Community Redevelopment Law of the State of
California, Health and Safety Code Section 33000, et seq.
-Agency's Conditions Precedent" means the conditions precedent to the obligation of the
iNgency to make payment under the Relocation Agreement, as set forth in Section 205,1 hereof
"City" means the City of Redlands, a municipal corporation.
-City,Vianager" means the City Manager of the City or his designee.
-Closing"means the date the CC&Rs are recorded.
"Con/oiling ActnnticA" means the operation of an informational technology business
specializing in geographic information systems ("CIS") software and associated uses and activities in
furtherance of carrying out the business, including parking.
"Counnt-means the County of San Bernardino, California.
-Covenants, Conditions and Restrictions" or -C'C&R " means Attachment No, 3 to this
Agreement.
-Date 01 .1grceincrtt- means the date first above written [which shall be the date this
Agreement is approved by the Agency].
Doc sot',I 259738 v5 200079-1)0 I4
-1)c means the thirtieth (30th)day following the Date of Agreement.
"Defintit- means the failure of a party to perform any action or covenant required by this
Agreement within the time periods provided herein following notice and opportunity to cure, as set
forth in Section 401 hereof
-Erecutivti Director" is the Agency or his designee,
-Executive Director°'ineans the Executive Director of the Agency or his designee.
"Iiinprovements"means such iniprovements, if any, as Operator may undertake on the Site.
-Notice- means a notice in the form prescribed by Section 401 hereof
-Occupant- means NVCCF, Inc., a California nonprofit religious corporation.
"Opening" means the opening for business of a business which operates Conforming
Activities on the Site(which shall be deemed to occur not earlier than the Date of Agreement).
Operating Covenant Period' means a period commencing as of the earlier to occur of(i) the
Opening or (ii) the sixtieth (60th) day following the recordation of this Regulatory Agreement and
continuing until the fifth(5th) anniversary of the Opening.
-Operator"means Property One, LLC, a California limited liability company,
"Project Area" means that area designated as the project area in the Redevelopment Plan.
"Reclevelopmcnt Plan" means the Redevelopment Plan for the Redlands Redevelopment
Project, as adopted by Ordinance No. 1500 and as subsequently amended.
"Rcidevelopment Project" means the Redlands Redevelopment Project, as described in the
Redevelopment Plan.
-Relocation Agreement" means an agreement substantially in the form of Attachment No. 2
hereto.
"Site- means that certain real property which is described in the Site Legal Description and
depicted on the Site Map.
Site Le cal De)vription- means the description of the Site m,hich is attached hereto as Exhibit
A- to Attachment No. 3 hereto.
"Sik t..fap" means Attachment No. 1 to this Agreement.
Do(SOU 128973SA,C.,200079-00 4
200. BASIC PROVIS 10 NS
201. Agency Conditions to Agency Participation,. Agency's obligation to provide
payment under the Relocation Agreement is subject to the thffillinent or waiver by Agency of each
and all of the conditions precedent (a) through (c), inclusive, described below (-Agency's Conditions
Precedent"), which are solely for the benefit of Agency. and which shall be fulfilled or waived by the
time pro ided in the Schedule of Performance for satisfaction of the Agency's Conditions Precedent:
(a) Execution of Documents. Operator shall have executed and delivered
to the Agency for recordation among the official land records of the County Recorder of the County
of San Bernardino the CC&Rs and any other documents required hereunder for the Closing,
(b) Relocation Agreement, The Occupant shall have executed and
delivered to Agency the Relocation Agreement.
(c) No Default, Representations and Warranties. Operator shall not be in
default in any of its obligations under the terms of this Agreement. All representations and
warranties of Operator contained herein shall be true and correct in all material respects on and as of
the Closing as though made at that time and all covenants of Operator which are required to be
performed prior to the Closing shall have been performed by such date.
202. Representations and Warranties.
202.1 Agency Representations. Agency represents and warrants to
Operator as follows;
(a) Authority. Agency is a public body, corporate and politic, existing
pursuant to the California Community Redevelopment Law (California Health and Safety Code
Section 33000), which has been authorized to transact business pursuant to action of the City,
Agency has full right, power and lawful authority as to the execution, performance, and delivery of
this Agreement by Agency has been fully authorized by all requisite actions on the part of Agency.
The parties who have executed this Agreement on behalf of Agency are authorized to bind Agency
by their signatures hereto,
(b) No Conflict. To the best of Agency's knowledge, Agency's
execution. delivery, and performance of its obligations under this Agreement will not constitute a
default or a breach under any contract, agreement or order to which Agency is a party or by which it
is bound.
(c) No Agency Bankruptcy. Agency is not the subject of a bankruptcy
proceeding.
Until the Closing, Agency shall, upon learning of any fact or condition which would
cause any of the warranties and representations in this Section 202.1 not to be true as of Closing,
immediately give written notice of such fact or condition to Operator.
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DOC SO( i 2 S973S 5 200079-0014
202.2 Operator Representations. Operator represents and warrants to
Agency as follows:
(a) Authority. Operator is a duly organized California limited liability
company that is doing business in Cali tbrnia, is authorized to do business in California and is in good
standing under the laws of the State of California, Operator has full right, power and lawful authority
to undertake all obligations of Operator as provided herein and the execution, performance and
tleliv cry of this Agreement by Operator has been fully authorized by all requisite actions on the part
of the Operator. The parties who have executed this Agreement on behalf of Operator are authorized
to bind Operator by their signatures hereto,
(b) Litigation. To the best of Operator's knowledge, there are no actions,
suits, material claims, legal proceedings, or any other proceedings pending against Operator, at law
or in equity before any court or governmental agency, domestic or foreign, which in any way would
have a material effect on Operator's ability to perform its obligations under this Agreement.
(c) No Conflict. To the best of Operator's knowledge, Operator's
execution, delivery, and performance of its obligations under this Agreement will not constitute a
default or a breach under any contract, agreement or order to which Operator is a party or by which it
is bound.
(d) No Operator Bankruptcy. Operator is not the subject of a bankruptcy
proceeding.
Until the Closing, Operator shall, upon learning of any fact or condition which would
cause any of the warranties and representations in this Section 202.2 not to be true as of Closing,
immediately give written notice of such fact or condition to Agency. The representations and
warranties set forth in this Section 202.2 shall StirViVe the Closing.
203. Condition of the Site. Operator has undertaken its own investigation and due
diligence concerning the Site. The Agency makes no representations whatsoever concerning the Site
or the condition thereof.
204. Insurance Requirements. Commencing as of the Closing and for so long as the
Operator operates activities on the Site, but not longer than the second anniv ersary of the Date of
Agreement, the Operator shall maintain at Operator's sole expense, the following policies of
insurance in form and substance reasonably satisfactory to the Agency:
(a) workers' compensation insurance and any other insurance required by
law in connection ,tv ilk the Improvements or other work performed on the Site (to be in effect only
while work is being performed on the Site);
(b) tire and hazard "all risk- insurance covering 100?'o of the replacement
cost of the fillprOkCIlletitS iii the event of lire, lightning, windstorm, vandalism, malicious mischief
and all other risks normally covered by "all risk" coverage policies (excluding earthquake and flood
risks) in the area where the Site is located; and
(c) public liability insurance, including bodily injury and property
damage, in amounts of no less than $1,000,000 for"single occurrence:-
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All insurance shall provide that the insurers will use their best efforts to provide 30 days prior
written notice to Agency of cancellation or modification of insurance. Agency shall be an additional
insured in the policies required under subparagraphs(c) if such endorsements are available. No such
insurance shall include deductible amounts to which Agency has not previously consented in writing.
Agency acknowledges the all risk insurance carried by Operator has a 525.000 deductible and
consents thereto. Certificates of insurance for the above policies (and or original policies, if required
by Agency) shall be delivered to Agency from time to time within 10 days after demand therefor.
204.2 Waiver of Subrogation. Operator hereby waives all rights to recover against
Agency or City (or any officer, employee, agent or representative of Agency or City) for any loss
incurred by Operator from any cause insured against or required by this Agreement to be insured
against: provided, however, that this waiver of subrogation shall not be effective with respect to any
insurance policy if the coverage thereunder would be materially reduced or impaired as a result.
Operator shall use its best efforts to obtain only policies which permit the foregoing waiver of
subrogation.
205. Indemnity,. The Operator shall defend (by counsel satisfactory to Agency),
indemnify and save and hold harmless Agency and City and their respective officers, contractors,
agents and employees from and against all claims, damages, demands, actions, losses, liabilities,
costs and expenses including, without limitation, attorneys' fees and court costs (all of the foregoing
are collectively, "Claims") (i) arising from or relating to Operator's breach of this Agreement; or
(ii) imposed upon, incurred by or asserted against Agency or City by any third party and arising from
or related to Operator's ownership, occupancy or use of the Site after the Closing. Notwithstanding
the thregoing, the Operator shall not be obligated to indemnify the Agency with respect to the
consequences of any act of negligence or willful misconduct of the Agency The requirements under
this Section 205 do not limit the obligations of the Operator under the CC&Rs.
If the Operator defaults under the terms of this Agreement and such default remains uncured
after the Agency has given Operator written notice thereof as set forth in Section 400, Operator
agrees to reimburse the Agency and the City immediately upon written demand for all costs
reasonably incurred by the Agency (including the reasonable fees and expenses of attorneys,
accountants, appraisers and other consultants, whether the same are independent contractors or
employees of Agency) in connection with the enforcement of the Agreement, including the
attachments thereto, and all related matters including the following: (a) the Agency's
commencement of, appearance in, or defense of any action or proceeding purporting to affect the
rights or obligations of the parties to this Agreement, and (b) all claims, demands, causes of action,
liabilities, losses, commissions and other costs against which the Agency is indemnified under this
Agreement. Such reimbursement obligations shall bear interest from the date occurring ten (10)days
after the Agency gives written demand to the Operator at the rate of se‘cri percent (?°o) simple per
annum.
206 Compliance With Laws. Operator shall carry out the design, construction and
development of the Improvements in conformity with all applicable laws, including without
limitation the Act, City zoning and development standards, building, plumbing, mechanical and
electrical codes.
Labor Code Section I 720(b)(3) treats work performed under contract with certain public
entities as a "public work" where the work is paid for in whole or in part with public funds. which
Doc sOC i 2S9-38v5 200079-0014
payment may be accomplished by a transfer of an asset of value fir less than a fair market '1/4 alue
price. No payments arc being made by 14kgeitcy to Operator under this Agreement.
207. Nondiscrimination in Einphrtment. Operator certifies and agrees that all persons
employed or applying for employment by it are and will be treated equally by it without regard to, or
because of race, color, religion, ancestry, national origin, sex. sexual orientation, age, pregnancy,
childbirth or related medical condition. medical condition (cancer related) or physical or mental
disability.
300. COVENANTS AND RESTRICTIONS
301. Use Covenants. Operator covenants and agrees for itself, its successors, its assigns,
and every successor in interest to the Site or any part thereof that the Operator and such successors
and assignees, shall on a continuous basis throughout the Operating Covenant Period cause the Site
to be devoted to the Conforming Activities, The Operator shall carry out all of its undertakings
pursuant to this Agreement in conformity with the Redevelopment Plan, all applicable laws, and the
CC&Rs. The Operator covenants to operate on the Site only Conforming Activities for a period of
not less than the Operating Covenant Period; this covenant is made for the benefit of the Agency and
the City,
The Operator covenants by and for itself and any successors in interest that there shall be no
discrimination against or segregation ofi any person or group of persons on account of any basis
listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined
in Sections 12926, 12926,1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955,
and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy,
tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming
under or through him or her, establish or permit any practice or practices of discrimination or
segregation with reference to the selection, location, number, use or occupancy of tenants, lessees,
subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall
run with the land.
All deeds or leases as may hereafter be entered into by the Operator with respect to the Site
will contain or be subject to substantially the nondiscrimination or nonsegregation clauses provided
under Health and Safety Code Section 33436.
The Agency is deemed the beneficiary of the terms and provisions of this Agreement and of
the covenants running with the land, for and in its own rights and for the purposes of protecting the
interests of the community and other parties. public or private, in whose favor and for whose benefit
this Agreement and the covenants running with the land have been pros hied, without regard to
whether the Agency has been, remains or is an owner of any land or interest therein in the Site or in
the Project Area, Each of the Agency and the City (as third party beneficiary) shall have the right, if
the Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any
actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches
to which it or any other beneficiaries of this Agreement and covenants may be entitled.
In addition, as provided in the CC&Rs, all uses conducted on the Site, including, without
limitation, all activities undertaken by the Operator pursuant to this Agreement, shall be Conforming
Activities and shall conform to the Redevelopment Plan and all applicable provisions of the City
Municipal Code. The Operator on behalf of itself and its successors, assigns, and each successor in
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interest to the Site or any part thereof, hereby covenants and agrees, as more specifically set forth in
the CC&Rs:
(a) To use, de‘otc, and maintain the Site and each part thereoffor the
purposes and the uses specified in the Redevelopment Plan as in effect as of the Date of Agreement.
f he Site shall comply with all pro,.isions of the Municipal Code of the City and all applicable laws,
(b) To maintain the Site in conformity to all applicable laws.
(c) To operate on the Site only Conforming Activities.
30/ Nondiscrimination Covenants. The Operator covenants by and for itself and any
successors in interest that there shall be no discrimination against or segregation of any person or
group of persons on account of race, color, creed, religion, sex, marital status, national origin or
ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor
shall the Operator itself or any person claiming under or through it establish or permit any such
practice or practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site or any
portion thereof, The foregoing covenants shall run with the land.
The Operator shall refrain from restricting the rental, sale or lease of the Site on the basis of
race, color, religion, sex, marital status, ancestry or national origin of any person. All such deeds,
leases or contracts shall contain or he subject to substantially the following nondiscrimination or
nonsegregation clauses:
(a) In deeds: "The grantee herein covenants by and for himself or
herself, his or her heirs, executors, administrators, 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 any basis listed in subdivision (a) or (d) of Section 12955 of the Government
Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (I) of
subdivision (p) of Section 12955, and Section 12955,2 of the Government Code, in the sale, lease,
sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall
the grantee or any person claiming under or through him or her, establish or permit any practice or
practices of discrimination or segregation with reference to the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sublessees, or ‘endees in the premises herein cons eyed.
The foregoing covenants shall run with the land."
(b) In leases: ''The lessee herein covenants by-and for himself or herself,
his or her heirs. executors, administrators, and assigns. and all persons claiming under or through him
or her, 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 any basis listed in
subdi ision (a) or (d) of Section 12955 of the Government Code, as
those bases are defined in Sections 12926, 12926.1. subdivision(rn)
and paragraph (1) of subdivision (p) of Section 12955, arid
Section 12955.2 of the Government Code, in the leasing, subleasing.
transferring, use, occupancy, tenure, or enjoyment of the premises
herein leased nor shall the lessee himself or herself. or any person
7
K'SOC 28.9 738^„5/2th)079-00 t
claiming under or through him or her, establish or permit any such
practice or practices or discrimination or segregation with reference to
the selection, location, number, use, or occupancy, of tenants, lessees,
sublessees, subtenants, or vendees in the premises herein leased."
(c) In contracts: "There shall be no discrimination against or segregation
of any person or group of persons on account of any basis listed in subdivision (a) or (d) of
Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1,
subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955,2 of the
Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the
premises which arc the subject of this Agreement, nor shall the grantee or any person claiming under
or through him or her, establish or permit any practice or practices of discrimination or segregation
with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants,
sublessees, or Vcridees in the premises herein conveyed. The foregoing covenants shall run with the
land."
303. Effect of Violation of the Terms and Provisions of this Agreement After
Completion of Construction, Each of the Agency and the City is deemed the beneficiary of the
terms and provisions of this Agreement and of the covenants running with the land, for and in its own
right and for the purposes of protecting the interests of the community and other parties, public or
private, in whose favor and for whose benefit this Agreement and the covenants running with the
land have been provided, without regard to whether Agency or City has been, remains or is an owner
of any land or interest therein in the Site or in the Project Area. Each of the Agency and the City
shall have the right, if the Agreement or any covenants in any agreement pursuant to this Agreement,
including the CC&Rs, are breached, to exercise all rights and remedies, and to maintain any actions
or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to
which it or any other beneficiaries of this Agreement and such covenants may be entitled. The
covenants contained in this Agreement shall remain in effect until the Closing except for the
following: (a)the Operating Covenant shall remain in effect throughout the Operating Covenant
Period; and(b)the covenants contained in the CC&Rs shall remain in effect as set forth therein.
400. DEFAULTS AND REMEDIES
401. Default Remedies. Subject to the extensions of time set north in Section 502 of this
Agreement, failure by any party to perform any action or covenant required by this Agreement within
the time periods provided herein following notice and failure to cure as described hereafter,
constitutes a-Default" under this Agreement, A party claiming a Default shall give written notice of
Default to the other parties specifying the Default complained of. Except as otherwise expressly
provided in this Agreement, the claimant shall not institute any proceeding against any other party,
and the other party shall not be in Default if such party within thirty (30) days from receipt of such
notice immediately, with due diligence, commences to cure, correct or remedy such failure or delay
and shall complete such cure, correction or remedy with diligence.
402. Institution of Legal Actions. In addition to any other rights or remedies and subject
to the restrictions otherwise set forth in this Agreement, any party may institute an action at law or
equity to seek specific performance of the terms of this Agreement, or to cure, correct or remedy any
Default, to recover damages for any Default, or to obtain any other remedy consistent with the
purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County
of San Bernardino, State of California
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Docsoc 2 S9 7 3 Sv5 2000 70-00 I.4
403. Termination by the Operator. In the es ent that. (i) on or before the Deadline, the
Occupant fails to execute and deliver to the Agency the Relocation Agreement, duly executed; or
(ii) in the event of any default or failure of Agency prior to the Closing which is not cured within the
time set forth in Section 501 hereof, and any such failure is not cured within the applicable time
period after written demand by the Operator, then the Operator may, at the option of the Operator,
terminate this Agreement by Notice thereof to Agency. From the date of the receipt of Notice of
Tennination of this Agreement by the Operator to Agency and thereafter, this Agreement shall be
deemed terminated and there shall be no further rights or obligations among the parties.
404. Termination by Agency. In the event that, prior to the time established in the
Schedule of Performance for the satisfaction of the Agency's Conditions Precedent:
(a) Operator (or any successor in interest) assigns this Agreement or any
rights therein or in the Site in vMlation of this Agreement and fails to cure such default within the
time set forth in Section 501 hereof;
(b) Operator does not fulfill one or more of Agency's Conditions
Precedent to the Closing and such failure is not caused by Agency;
(c) Operator fails to execute and deposit with the Agency for recordation
the CC&Rs; or
(d) the Occupant fails to execute and deliver to the Agency the
Relocation Agreement, duly executed.
(e) Operator is otherwise in default of this Agreement and fails to cure
such default within the time set forth in Section 501 hereof;
then this Agreement and any rights of the Operator or any assignee or transferee with respect to or
arising out of the Agreement or the Site, shall, at the option of Agency, be terminated by Agency by
Notice thereof to the Operator. From the date of the Notice of termination of this Agreement by
Agency to the Operator and thereafter this Agreement shall be deemed terminated, and there shall be
no further rights or obligations among the parties, except that Agency may pursue any remedies it has
hereunder. The City shall have no right to terminate this Agreement.
405. Acceptance of Service of Process. in the event that any legal action is commenced
against the Agency, service of process on the Agency shall be made by personal service upon the
Executive Director or in such other manner as may be pros ided by law. In the event that any legal
action is commenced against the Operator, service of process on the Operator shall be made in such
manner as may be provided by law.
406. 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 a party of one
or more of such rights or remedies shall not preclude the exercise by it, at the same or different times,
of any other rights or remedies for the same default or any other default by another party.
407. Applicable Law, The laws of the State of California shall govern the interpretation
and enforcement of this Agreement.
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500. GENERAL PROVISIONS
501. Notices, Demands and Communications Between the Parties, Any approval,
disapprox al, demand, document or other notice(-Nonce which a party hereto may desire to give to
another party under this Agreement must be in writing and may be given either by (i) personal
service, (ii)delivery by reputable document delivery service such as Federal Express that pros ides a
receipt showing date and time of delivery, or (iii) mailing in the United States mail, certified mail,
postage prepaid, return receipt requested, addressed to the address of the party as set forth below, or
at any other address as that party may later designate by Notice.
To Agency: Redevelopment Agency of the City of
Redlands
35 Cajon Street
Redlands, California 92373
Attention: Executive Director
To City City of Redlands
(as third party 35 Cajon Street
beneficiary): Redlands, California 92373
Attention: City Manager
To Operator: Property One, LLC
Attention: Don Berry
380 New York Street
Redlands, California 92377-8100
Any written notice, demand or communication shall be deemed received immediately upon
receipt; provided, however, that refusal to accept delivery after reasonable attempts thereto shall
constitute receipt. Any notices attempted to be delivered to an address from which the receiving
party has moved without notice shall be deemed to be effective on the fifth (5th)day from the date of
the attempted delivery or deposit in the United States mail.
502. Enforced Delay; Extension of Times of Performance, In addition to specific
provisions of this Agreement, performance by any party hereunder shall not be deemed to be in
Default, and all performance and other dates specified in this Agreement shall be extended, where
delays or Defaults are due to war; insurrection:. riots; delays caused by earthquakes or tires; acts of
God; acts or omissions of another party. Notwithstanding anything to the contrary in this Agreement.
an extension of time for any such cause shall be for the period of the enforced delay and shall
commence to run from the time of the commencement of the cause, if notice by the party claiming
such extension is sent to the other party within thirty (30) days of the cominencentent of the cause.
Further, notwithstanding the foregoing. no extension shall apply with respect to the failure of
Occupant to execute and deliver to Agency the Relocation Agreement (absent the express agreement
of the parties hereto extending time in such case). Times of performance under this .,\greement may
also be extended in sv riling by the mutual agreement of Agency and Operator. The Executive
Director shall have the authority to approve on behalf of Agency. extensions of time not to exceed a
cumulative total of one hundred eighty(180) days.
503. Non-Liability of Officials and Employees of Auency. No member, official, officer
or employee of Agency or the City shall be personally liable to the Operator, or any successor in
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interest, in the event of any Default or breach by Agency or fir any amount which may become due
to the Operator under the terms of this Agreement.
504. Relationship Between Agency and Operator. ft is hereby acknowledged that the
relationship betvveen the Agency and the Operator is not that of a partnership or joint venture and that
Agency and the Operator shall not be deemed or construed for any purpose to be the agent of the
other.
505. Agency Approvals and Actions. Whenever a reference is made herein to an action
or approval to be undertaken by the Agency, the Executive Director is authorized to act on behalf of
the Agency unless specifically provided otherwise or the law otherwise requires.
506. Counterparts: Integration. This Agreement may be signed in multiple counterparts
which, 1,1,hen signed by all parties, shall constitute a binding agreement. This Agreement is executed
in three (3) originals, each of which is deemed to be an original. This Agreement contains the entire
understanding among the parties relating to the transaction contemplated by this Agreement. All
prior or contemporaneous agreements, understandings, representations and statements, oral or
written, are merged in this Agreement and shall be of no further force or effect. Each party is
entering this Agreement based solely upon the representations set forth herein and upon such party's
own independent investigation of any and all facts such party deems material, This Agreement
includes pages 1 through 14 and Attachment Nos. I through 3, which Attachments are attached
hereto and incorporated herein by reference, which constitute the entire understanding and agreement
of the parties, notwithstanding any previous negotiations or agreements among the parties or their
predecessors in interest with respect to all or any part of the subject matter hereof. Any alteration,
change, or modification of or to this Agreement, in order to become effective, shall be made in
writing and in each instance signed on behalf of each party. if any term, provision, condition, or
covenant of this Agreement or its application to any party or circumstances shall be held, to any
extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term,
provision, condition or covenant to persons or circumstances other than those as to whom or which it
is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest
extent permitted by law.
507. No 'Waiver. A waiver by any party of a breach of any of the cos enants, conditions or
agreements under this Agreement to be performed by the other party shall not be construed as a
waiv er of any succeeding breach of the same or other covenants, agreements, restrictions or
conditions of this Agreement.
598. Computation of Time. The time in which any act is to be done under this
,\greement is computed by excluding the first day (such as the day escrow opens), and including the
last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded.
The term "holiday" means all holidays as specified in Section 6700 and 6101 of the California
Go‘erntnent Code. if any act is to be done by a particular time during a day. that time shall be
Pacific Time lone time.
509. Legal Advice, The Participant has carefully read this Agreement, and in signing this
Agreement, it does so with full knowledge of any right which they may have°, it has received
independent legal advice from its legal counsel as to the matters set forth in this Agreement, or has
knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, it
has freely signed this Agreement without any reliance upon any agreement, promise, statement or
II
0(x-SOC I2Yr 38N,5 200079-0014
representation by or on behalf of the other party, or its respective agents, employees, or attorneys and
without duress or coercion, w hethcr economic or othem ise.
510. Time of Essence. Time is expressly made of the essence with respect to the
performance by the Agency and the Operator of each and every obligation and condition of this
Agreement.
511. Time for Acceptance of Agreement by Aency.. This Agreement, when executed
by the Operator and delivered to Agency, must be authorized, executed and delivered by the Agency
on or before fifteen (15) days after signing and delivery of this Agreement by the Operator or this
Agreement shall be void, except to the extent that the Operator shall consent in writing to a further
extension of time for the authorization, execution and delivery of this Agreement.
512. No Third Party Beneficiaries Except City. Excepting only for the City, which shall
be deemed to be a third party beneficiary of this Agreement, nothing herein is intended to create any
third party beneficiaries to this Agreement, and no person or entity other than the Agency and the
Operator, and the permitted successors and assigns of them, shall be authorized to enforce the
provisions of this Agreement.
12
DO(S(,( 2 zs 9 7 38 .5: 200070 00 14
WITNESS WHEREOF. the Agency and the Operator have signed this Agreement on the
respective dates set forth below to he effective as of the Date of Agreement.
AGENCY:
REDEVELOPMENT AGENCY OF THE CITY
OF REI.H.,ANDS;11:,n public body,corporate and politic
/ t z itov I /7
By , o/
.1„ ,..,-914,71;)4 ti,
:
.
01 - Enti41.1Jlaittinec ' iecutiiie- Director
fy
All EST:
LoiCie Poyzer', '',"t..2ietary
OPERATOR:
PROPERTY ONE, [IC, a California limited
liabilityzfamparty
,./
2.
Its:',---'
By:
Its:
13
DOC SOC 12S973 SA,51200070-0014
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4.4***4b4* 33 San Bernardino Couniy
Attaehrnerit No. 1
Page 1 of I
DOC SOC./1 289'73 g',0 5/204(279- 'I2 14
ATTACHMENT NO. 2
RELOCATION AGREEMENT
ALL-INCLUSIVE RELOCATION SETTLEMENT AGREEMENT AND
WAIVER OF ALL CLAIMS
This Agreement ("Agreement") is made as of September 3, 2008, by and between the
Redevelopment Agency of the City of Redlands, a public body, corporate and politic ("Agency-"),
and NVCCF, Inc_ a California nonprofit religious corporation ("Business Occupant"). Agency
and Business Occupant are hereinafter sometimes referred to collectively as the"Parties."
RECITALS
A. Business Occupant operates through an affiliated organization a charitable enterprise
business commonly known as Joseph's Storehouse located at 457 New York Street,
Redlands, California("Property").
B. The Property is located within the Project Area of the Redlands Redevelopment
Project as established by Ordinance No. 1500 of the City Council of the City of
Redlands and subsequently amended (the "Project Area" and the "Redevelopment
Project", respectively).
C. As part of its activities implementing the Redevelopment Project, the Agency has
entered into or anticipates entering into an agreement with Property One,LLC, a
California limited liability company ("Property Owner") or one of its affiliated
entities ("Owner Affiliates") pursuant to which the Property Owner and/or one of the
Owner Affiliates will be expanding its business, including the provision of facilities
at the Property,
D. To facilitate the move of Business Occupant to another location within the City of
Redlands, which other location (the "New Location") has been selected by the
Business Occupant. and to implement the provisions of applicable relocation law
(including, without limitation, Sections 7260 to 7270 of the California Government
Code and the relocation guidelines of the Uniform Relocation Assistance and Real
Property Acquisition Policies Act of 1970, as amended, Final Rule 49 CFR Part 24),
the Agency enters into this Agreement ith the Business Occupant.
NOW THEREFORE, the Parties hereto agree as follosss:
I. Consideration,
(a.) Agency agrees to pay to Business Occupant the total sum of One Hundred
'Thousand Dollars ($100,000), to be disbursed as follows: a) within ten ( 10)
days after the execution of this Agreement by the Parties, the Agency will
disburse to Business Occupant the sum of Ten housand Dollars ($10,000);
Attachment No, 2
Page 1 of 5
Doc sot' 28973S V520007g t,014
and h) based upon submittal of invoices or statements by Business Occupant
(or other evidence reasonably acceptable to the Executive Director of the
Agency) indicating that such moneys have been expended in connection with
the relocation of Business Occupant (which, for purposes of this Agreement,
may include retrofitting or adapting the premises at the New Location), the
sum of Ninety Thousand Dollars ($90,000), The amount represents
compensation for those items and at the amounts referenced below:
(i) Moving Cost re-imbursement, per State Law, including search costs,
re-establishment costs and actual moving costs;
(ii) Improvements Pertaining to the Realty:SO (Business Occupant
agreeing that Business Occupant holds no compensable interest in property at the
Property);
(iii) Loss of Business Goodwill:SO(Business Occupant agreeing that its
operations at the Property are charitable and generate no income to Business
Occupant, and that there is no business goodwill associated with Business Occupant
or such operations).
(b,) Business Occupant agrees that the payment received, pursuant to paragraph 1(a)
above, constitutes full satisfaction of any and all Agency obligations to Business
Occupant, including, without limitation, any obligations for relocation
assistance, relocation benefits, improvements pertaining to realty, loss of
business goodwill, leasehold interest, tangible and intangible property, or
damages of any nature, including attorney's, interest and costs.
2. Vacation of Property
Business Occupant represents and warrants to Agency that Business Occupant and
any affiliated organization has fully vacated the Property and therefore Business
Occupant hereby transfers any right, title and interest in the Property, any possessory
rights it has to the Property, or any remaining personal property and/or fixtures &
equipment to the Property Owner or its designee,
3. Release
(a.) Business Occupant and any affiliated organization hereby being fully advised
and having been given the opportunity to review such rights and consult with
counsel of its own choosing, nevertheless fully releases and w aives its rights,
further assistance and/or benefits that may he available or due to it under the
California Relocation Assistance Law, Government Code Section 7260, et
the Community Redevelopment Law, Health and Safety Code Section 33000,
et seq . the Relocation Assistance and Property Acquisition Guidelines, 25
C.C.R. 6000, et seq., the Uniform Relocation Assistance and Real Property
Acquisition Policies Act of 1970, 42 U.S.C. 4200, et seq., and 49 C,F.R. part
24 (hereinafter collectively the "Relocation Laws"), Such waiser includes,
Attachment No. 2
Page 2 of 5
{XX SOC 1 2 89738 (200074-00 14
without limitation, all rights which may arise from or relate in any manner to
(1) the Agency's acquisition of the Property or the relocation of Business
Occupant or the relocation of any person or persons located on the Property,
including the specific waiver and release of any right to any relocation benefits,
assistance and or payments under California Government Code Section 7260,
et sect, notwithstanding that such relocation assistance, benefits and'or
payments may be otherwise required under said sections or other state or
federal law: and (ii) compensation for any interest in or the use of the Property,
including but not limited to, land and improvements, fixtures, furniture, or
equipment thereon, goodwill, severance damage, attorneys' fees or any other
compensation of any nature whatsoever. Business Occupant hereby being frilly
advised and having been given the opportunity to review such rights and
consult with counsel of its own choosing, nevertheless fully releases and
waives its rights to any inverse condemnation claims against the Agency that
may arise from the Agency's acquisition of the Property or any other Agency
activities relating to the proposed Project.
(b.) The Parties hereby fully release and discharge one another and their respective
officers, members, agents, employees, attorneys, consultants, contractors,
subcontractors, predecessors, successors, partners, and assigns from and do
hereby waive any and all claims, demands, liens, controversies, actions, causes
of action, liabilities, expenses, attorneys' fees, accounts, and damages of
‘vhatever character, nature, or kind, whether in law or in equity, whether
known or unknown, which arise from or relate in any manner to the Business
Occupant's occupancy of the Property or the displacement of Business
Occupant therefrom, or any subject matter related thereto. In this regard the
Parties acknowledge that they have been advised concerning the content and
meaning of and understand and are thmiliar with the provisions of Calilhrnia
Civil Code section 1542, which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
OR HER MUST HAVE MATERIALLY AFFECTED HIS OR
HER SETTLEMENT WITH THE DEBTOR."
(c.) The Parties acknowledge that they may hereafter disco%er facts OF law
different from or in addition to those which they now believe to be true
with respect to the release of claims. The Parties agree that the
foregoing release shall be and remain effective in all respects
notwithstanding such different additional facts or law or any Party's
discovery thereof.
(d) No Party nor any agents nor any related entities have made any
statement or representation to any other party regarding any fact relied
Attachment No, 2
Page 3 of 5
DocSOC .1249738.1,5 200050,-0014
upon in entering into this Agreement, and each Party expressly states it
does not rely upon any statement, representation or promise of any
other party or any Party's agent or related entities in executing this
Agreement, except as is expressly stated in this Agreement. Each
Party to this Agreement has made such investigation of the facts and
law pertaining to this Agreement, and of all other matters pertaining
thereto, as it deems necessary, and has consulted with legal counsel
concerning these matters.
4. Indemnity By Business Occupant
Business Occupant shall indemnify, defend and hold Agency and Agency harmless
from and against any claims, demands, liabilities, losses, judgments, expenses and
attorneys' fees resulting from the breach by Business Occupant of any provision of
this Agreement or the falsity of any representation or warranty made by Business
Occupant contained in this Agreement,
6. Entire Agreement
This Agreement contains the entire agreement of the panics hereto, and supersedes
any prior written or oral agreements between them concerning the subject matter
contained herein.
5. Partial Invalidity
In the event that any term, covenant, condition or provision of this Agreement shall
be held by a court of competent jurisdiction to be invalid or against public policy, the
remaining provisions shall continue in full force and effect.
6. Advice Of Counsel
Each party hereto, by its due execution of this Agreement, represents to every other
party that it has reviewed each term of this Agreement with its counsel and that
hereafter no party shall deny the validity of this Agreement on the ground that the
party did not have advise of counsel. Each party has had the opportunity to receive
independent legal advice with respect to the advisability of making this Agreement
and with respect to the meaning of CalitOrnia Civil Code section 1542.
1. Authority To Execute This Agreement
Each entity executing this Agreement represents that it is authorized to execute this
Agrectnent. Each person executing this Agreement on behalf of an entity. other than
an individual executing this Agreement on his or her own behalf. represents that he or
she is authorized to execute this Agreement on behalf of said entity.
Attachment No 2
Page 4 of 5
INA S(X: 1 ' P1,Mv..5:4)00"4)-0014
IN WITNESS WHEREOF, the Agency and Business Occupant have signed this Agreement on
the dates set forth below,
BUSINESS OCCUPANT
Dated:
REDEVELOPMENT AGENCY OF THE CITY
OF REDLANDS
Dated: By:
Executive Director
ATTEST:
By:
Agency Secretary
APPROVED AS TO FORM:
BUSINESS OCCUPANT'S COUNSEL
By:
Business Occupant's Counsel
Attachment No. 2
Page 5 of 5
DOCSOC I 259738v5/200079-0014
ATTACHMENT NO.3
COVENANTS„ CONDITIONS AND RESTRICTIONS
RECORDING REQUESTED BY:
WHEN RECORDED RETURN TO AND
MAIL TAX STATEMENTS TO:
Redevelopment Agency of the
City of Redlands
35 Cajon Street
Redlands, California 92373
Attn: Executive Director
(Space aboxe ter Recorder's Use)
REGULATORY AGREEMENT
These Covenants, Conditions and Restrictions, herein sometimes referred to as these
"CC&Rs-or"Declaration" or"Regulatory Agreement" are made by the signatories hereto.
RECITALS
WHEREAS, the REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, a
public body, corporate and politic ("Agency") and PROPERTY ONE, LLC, a California limited
liability company ("Operator") are parties to this Declaration. The Operator and the Agency are
sometimes collectively referred to herein as the "Declarants.,"
WHEREAS, the Agency and the Operator have entered into that certain Owner Participation
Agreement dated as of September 3, 2008 (the"OPA' ) for the impro‘ement, development and use of
certain real property described in Exhibit"A" (to which these CC&Rs are attached) as the "Site,"
which OPA provides for the recordation of this Regulatory Agreement. The OPA is on file with the
Agency as a public record and is deemed to be incorporated herein by this reference and any
capitalized term not defined herein shall have the meaning established therefor in the°PA:,
WHEREAS, this Regulatory Agreement establishes a plan concerning the conduct of certain
activities on the Site, for the benefit of the Project Area, as well as the rest of the City;
WHEREAS. the Operator holds title to certain real property (the "Site," as defined in the
()PA):
WHEREAS. the parties to this Regulatory Agreement have mutually agreed that the
Operator shall cause the recordation of this Regulatory Agreement to affect and encumber the Site
(the "Site,- which Site is described in Exhibit "A" hereto which is incorporated herein by reference):
and
Attachment No. 3
Page 1 of 8
DOCSOC128,)73S‘.5 200079-0014
WHEREAS, Agency and the Operator wish to employ this Regulatory Agreement to further
govern the development, maintenance and use of the Site in conjunction and along with the OPA and
to ensure that the Agency achieves its objectives under the OPA.
NOW, THEREFORE, the Agency and the Operator, declare that the Site shall be held,
transferred, encumbered, used, sold, conveyed, leased and occupied subject to the Covenants,
Conditions and Restrictions hereinafter set forth expressly and exclusively for the use and benefit of
said property, and the Agency and the City. Each and all of the restrictions, limitations, conditions,
covenants, liens, reservations and charges herein contained shall run with the land and be recorded on
the property title and shall be binding on Declarants, their grantees, successors, heirs, executors,
administrators, devisees or assigns, and all subsequent owners of all or any part of the Site.
ARTICLE I
DEFINITIONS
The definitions provided herein shall be applicable to this Declaration and also to any
amendment or supplemental Declaration (unless the context implicitly or explicitly shall prohibit),
recorded against the Site pursuant to the provision of this Declaration.
Section 1. "Agency" means the Redevelopment Agency of the City of Redlands and its
successors in interest.
Section 2, "City" means and refers to the City of Redlands, a municipal corporation.
Section 3. "City Code" means and refers to the City of Redlands Municipal Code as
revised from time to time.
Section 4. "Conforming Activities" means the operation of an informational technology
business specializing in geographic information systems ("GIS") software and associated uses and
activities in furtherance of carrying out the business, including parking.
Section 5. "Date of Commencement" means the earlier to occur of(i) the Opening, or
(ii) the sixtieth (60th) day following the recordation of this Regulatory Agreement and continuing
until the fifth ) anniversary of the Opening.
Section 6. "OPA" is defined in the second recital above.
Section 7.. "Opening" means the opening for business of a business which operates
Conforming Activ ities on the Site,
Section 8. "Operating Covenant Period" means a sixty (60) month period commencing
as of the Date of Commencement.
Section 9. "Redevelopment Plan" means the Redevelopment Plan for Redlands
Redevelopment Project, as adopted by Ordinance No. 1500 and as subsequently amended.
Section 10. "Regulatory Agreement" means this Regulatory Agreement and any
amendments, modifications or supplements which may also be referred to herein as these "CC&Rs"
or this "Declaration,"
Attachment No,. 3
Page 2 of 8
DOC SOC.,I 2 SO'3‘,.",%,5,2000,1-000 I 4
Section 11. -Site" means that property described in Exhibit "A- hereto and is deemed to
include real property and appurtenances, including all structures and other imprmernents thereon,
and those hereafter constructed.
ARTICLE H
LAND USE RESTRICTIONS; IMPROVENIENTS
Section 1, Uses, The Operator shall operate only the uses specified in the OPA and this
Regulatory Agreement for the periods of time specified herein. All uses conducted on the Site,
including, without limitation, all activities undertaken by the Operator or the Operator pursuant to the
OPA, shall conform to all applicable provisions of the City Code,
Operator, on behalf of itself and its successors, assigns, and each successor in interest to the
Site or any part thereof, hereby covenants and agrees:
(i) To use, devote, and maintain the Site and each part thereof, for the purposes
and the uses specified in the Redevelopment Plan as in effect as of the effective date of the OPA.
The Site shall comply with all provisions of the City Code.
(ii) To maintain the Site in conformity to all applicable laws.
(iii) To use, devote, and maintain the Site and each part thereof, for the purposes
and the uses specified in the Redevelopment Plan as in effect as of the effective date of the OPA.
The Site shall, comply ith all provisions of the Municipal Code of the City of Redlands; Operator
shall maintain the Site in contbrmity to all applicable laws. Operator or its affiliate shall operate on
the Site throughout the -Operating Covenant Period." Operator covenants and agrees for itself, its
successors, its assigns, and every successor in interest to the Site or any part thereof that the
Operator, and such successors and such assignees, shall on a continuous basis throughout the
Operating Covenant Period cause the Site to be devoted to Conforming Activities.
(iv) Operator shall carry out all of its undertakings pursuant to this Agreement in
confonnity with the Redevelopment Plan, all applicable laws, and the OPA. Operator covenants to
cause to be operated on the Site only Conforming Activities for a period equal to the Operating
CON enant Period:. this covenant is made tbr the benefit of the Agency and the City.
(v) Operator or its successors, assigns or transferee shall operate on the Site
throughout the Operating Covenant Period, only Conforming Activities. Operator covenants and
agrees for itself, its successors, its assigns. and every successor in interest to the Site or any part
thereof, that the Operator, and such successors and such assignees. shall, during the Operating
Covenant Period, cause the Site to be devoted only to Conforming Activities and for the remainder of
the term of the effectiveness of the Redevelopment Plan after the Operating Covenant Period, only
uses conforming to the Redevelopment Plan.
Section 1 Nondiscrimination. There shall be no discrimination against or segregation
of, any person or group of persons on account of any basis listed in subdivision (a) or(d) of Section
12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1. subdivision
OW and paragraph 1) of subdivision (p) of Section 12955. and Section 12955.2 of the Government
Code, in the sale, lease, sublease, transfer, use, occupancy, teimre, or enjoyment of the premises
herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish
Attachment No.
Page 3 of 8
Dot six` 259 72 S 5 200079-00 4
or permit any practice or practices of discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the
premises herein cons eyed. The foregoing covenants shall run with the land.
(I) In deeds; "Fhe grantee herein covenants by and for himself or herself, his or
her heirs, executors, administrators, 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 any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases
are defined in Sections 12926, 12926.1, subdivision (in) and paragraph (1) of subdivision (p) of
Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer,
use, occupancy, tenure, or enjoyment of the premises herein conveyed. nor shall the grantee or any
person claiming under or through him or her, establish or permit any practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy of
tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing
covenants shall run with the land. '
(2) In leases: "The lessee herein covenants by and for himself or herself, his or
her heirs, executors, administrators, and assigns, and all persons claiming under or through him or
her, 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 any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in
the leasing, subleasing. transferring, use, occupancy, tenure, or enjoyment of the premises herein
leased nor shall the lessee himself or herself, or any person claiming under or through him or her,
establish or permit any such practice or practices of discrimination or segregation with reference to
the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or
vendees in the premises herein leased."
(3) In contracts: "There shall be no discrimination against or segregation of, any
person or gioup of persons on account of any basis listed in subrlivision (a) or(d)of Section 12955 of
the Govenunent Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in
the sale, lease. sublease, transfer, use, occupancy. tenure, or enjoyment of the premises which are the
subject of this Agreement, nor shall the grantee or any person claiming under or through him or her,
establish or permit any practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees
in the premises herein comeyed. The foregoing co‘(maths shall run with the land."
The covenants established in this Declaration and the deeds of conk eyance for the
Site shall, ithout regard to technical classification and designation, be binding for the benefit and in
favor of the Agency, its successors and assigns, the City and any successor in interest to the Site,
together with any property acquired by the Operator or the Operator pursuant to this Agreement, or
any part thereof The covenants against discrimination as set forth in this Section 1 of Article II shall
remain in effect for the five-year period equal to ae Operating Covenant Period,
Section 3. Compliance with Lai,Ns. Operator shall comply with all applicable laws in
connection with the development and use of the Site, including without limitation the California
Attachment Na 3
Page 4 of 8
DOC SOCA 2m)13,,,.5 200079-00 14
Community Redevelopment Law (Health and Safety Code section 33000, et ,s,eq.). Operator is
familiar with and has rev ie ed all laws and regulations pertaining to the acquisition, development
and operation of the Conforming Activities and uses on the Site.
ARTICLE Itt
ENFORCEMENT
Section 1. Remedies. Breach of the covenants contained in the Declaration may he
enjoined, abated or remedied by appropriate legal proceeding by the Agency or City. This
Declaration does not in any way infringe on the right or duties of the City to enforce any of the
provisions of the City Code including, but not limited to, the abatement of dangerous buildings.
Section 2. Cumulative Remedies. The remedies herein provided for breach of the
cos motifs contained in this Declaration shall he deemed cumulative, and none of such remedies shall
be deemed exclusive.
Section 3. Failure to Enforce. The failure to enforce any of the covenants contained in
this Declaration shall not constitute a waiver of the right to enforce the same thereafter.
Section 4. Enforcement and Nonliability. The City or Agency may from time to time
make such efforts, if any, as it shall deem appropriate enforce and/or assist in enforcing this
Declaration. However, neither the Agency nor the City will be subject to any liability tbr failure to
affirmatively enforce any provision of this Declaration.
ARTICLE IV
GENERAL PROVISIONS
Section 1 Severability. Invalidation of any one of these covenants or restrictions by
judgment or court order shall in no way affect any other provisions which shall remain in all force
and effect.
Section 2. Term. This Declaration shall run with and bind the interest of the Operator in
the Site, and shall inure to the owner(s) of any property subject to this Declaration, such owner's
legal representatives, heirs, successors and assigns. This Declaration shall be enforceable by each of
the Agency and by the City, for a term equal to the Operating Covenant Period.
Section 3, Limitation on Liability of Operator, If Operator sells or conveys its interests
in the Site, all terms and conditions of these CC&Rs shall remain in full force and effect, provided
that upon conveyance of all of Operator's interests in the Site, the original Operator shall have no
further liability under these CC&Rs for any siolations thereof arising or occurring after such transfer
of Operator's interests, but its transferees, buyers or cons eyees shall be liable under these CC&Rs to
the Agency and the City.
Section 4, Amendments, 'Ills Declaration may be amended only by the written
agreement of the Operator, the Agency and the City,
Attachment No. 3
Page 5 of 8
Doc sot'=1289-38‘.5,2000;9_00 I 4
Section 5. Notices. Any notice pennitted or required to be delivered as provided herein
to Operator shall he in writing and may he deli\cred either personally or by certified mail. Notice to
the Agency shall he made by certified mail to the Executive Director or his designee at 35 Cajon
Street, Redlands, California 92373 and shall be effective upon receipt. Notice to Operator shall be
made by certified mail to Property One, LLC, Attention: Don Berry: 380 New York Street, Redlands,
California 92373-8100, and shall he effective upon receipt. Such address may be changed from time
to time by notice in writing,
[signatures begin on the following page]
Attachment No, 3
Page 6 of 8
D )(SOC* 2,18973 8 v,5„,2000 70-00 4
REDEVELOPNIENT AGENCY OF THE CITY OF
REDLANDS,
a public body. corporate and politic
By:
Dated: —•
ATTEST:
By:
Lorrie Poyzer, Agency Secretary
CITY OF REDLANDS,
a municipal corporation
By:
Dated:
ATTEST:
By:
Lorrie Poyzer, City Clerk
PROPERTY ONE, LLC,
a Czaffir) corporation
Title:
By:
Its:
Attachment No, 3
Page 7 of 8
DOCSOC 12‘01380,200079-0014
EXHIBIT A
LEGAL DESCRIPTION
Site Address:07 NEW YORK ST REDLANDS CA 92373
APN: 0171-011-58
BARTON RANCHO PTN LOT 26 DESC AS COM AT A PT ON W LI NEW YORK ST 194 El S
OF S LI OF PARK AVE TH W ON A LI PARALLEL WITH S LI PARK AVE 210.23 FT TH S
PARALLEL WITH ELI SD LOT 125.29 FT TH N 72 DEG 16 1/2 MINE 221.97 Fr TOW LI
NEW YORK ST TH N ALG W LI NEW YORK ST TO POB EX PTN TO FLOOD CONTROL
DEED RECORDED 2/25/69 BK 7187 PG 315
Attachment No. 3
Page 8 of 9
Doc S(Jt 1 2 i,s7.1Sk5,200070—(X)1 4
NEW BUSINESS
Owner Partici sation At reernent Pro$ert One LLC - Due to a potential
conflict of interest, Councilmember Harrison retired from the Council
Chambers and did not participate in this matter; a Public Disclosure of
Potential Conflict of Interest form is on file in the City Clerk's Office.
Redevelopment Agency Director Hobbs reported the City Manager
established a task force to look at several issues of concern to ESRI as
he wanted us to make sure we were paying sufficient attention to our
local premier company in the interest of economic development. The
task force was co-chaired by the Redevelopment Agency Director and the
Chief of Police. The outstanding issue at the time was the relocation of
Joseph's Store House to another location. Joseph's Store House was
providing a gathering location for clientele who were not compatible with
the employees at ESRI and the community's ability to comfortably and
safely use the nearby Jennie Davis Park. In the interest of problem-
oriented policing, which solves community problems in order to reduce
required police services, the Police Chief engaged in multi-part
negotiations. These discussions have resulted in an affiliate of ESRI
(Property One, LLC) agreeing to underwrite the relocation of Joseph's
Store House to a parcel at 760 East Stuart Avenue (at Church Street). As
part of those multi-party discussions, the Redevelopment Agency
Director agreed to contribute $100,000.00 which will be used by Joseph's
Store House to handle moving expenses and expenses to sufficiently
retrofit the facility at their new location. To execute the understanding
among the parties, the Redevelopment Agency prepared an owner
participation agreement which assists Joseph Store House in its move in
the interest of economic development facilitating the future expansion of
ESRI on its campus.
CEQA Exemption - Mr. Aguilar moved to determine that the proposed
owner participation agreement with Property One, LLC is exempt from
review under the California Environmental Quality Act because this
agreement is not a project pursuant to Public Resources Code
Section 21065. Motion seconded by Mr. Gallagher and carried by AYE
votes of all present with Board Member Harrison having abstained.
Resolution No. 426 - Mr. Aguilar moved to adopt Resolution No. 426
approving the owner participation agreement with Property One, LLC
in order to facilitate the move of Joseph's Store House currently
located on New York Street. Motion seconded by Mr. Gallagher and
carried by AYE votes of all present with Board Member Harrison
having abstained.
These actions generated a standing ovation from members of the
audience,
Redevdopment Agoncy
Wednesday September 3, 2008
Page 2