HomeMy WebLinkAboutContracts & Agreements_10-10 RDA_CCv0001.pdf COUNCIL AGENDA ITEM NO.
COUNCIL MEETING OF 11/16/10
PARTICIPATION AGREEMENT
BY AND BETWEEN THE
REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS
AND THE
SHABAHANG-HATAMI FAMILY TRUST (12/22/05)
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Particiaption Agreement(November 2 2010)(3 Woe
TABLE OF CONTENTS
Page
1. 4en , Loan:.. ...... :.. ....:..... .....: ......:>
Title Review for Loan4.
Promise to Repay the Agency Loan ...............
5. Conditions to Disbursement of the AgencyL c a , :. ,...:A.... . . . : .......:. ................8
6. Improvements to the Prearaise ....,
7
8.
er '
9. Participant's Representations and Warranties...:. ...... :: 10
10: Insurance and Indemnity..,:. ......... . ...... . ......::. ......... ............ .,.:... .,.,.,.„,..,. 11
12. assumption of the Agency Loan; Requests for Subordination by the Participant
1 .
14. Nondiscrimination..., , ....: . ..... ........ .. .. .. ..... .... ...::: .,..,.. ... „ ...., .. ...:.,,..... .; .,,..,:.;..,.1
15. Enforced Delay: Extensions of Times for Performance. .......:.. .....::. .,,,..,... ........ ...,.,,....,. 1
16. Conflicts of Interest 14
.. .,......:,,, ,...:,,. .....;:.,, . . ., .,. .,.
1' . Records. . .....:. ........:. ......: .. .....;.; ..,,,,, ,,,,.. . .,.,.,.
1
1 q: Aftosa s` Fees
and �.'osts... .......... ....,,,. .,,.,.,,; .. .... : ,,,..,..;..
Legal At;taons..,... .. ... ........: ...... ... ..,,..,. ..,...1
1 Pp ° b1 Lahr. 15
22. Acceptance of Service of Proces ... ....... . ........:. ..,,.,. ......;. ,..,..;,., ..... . 15
23. Rights and Remedies are Cumulative.,..;;:. ......:.: .,,,, 15
2
l'�t��t�ces
25. Relationship of the Agency and the Participant; City as Third Party Beneficiary ._...,_,........15
2 Miscell neons,, .
2 No v'ai Fer....... . .......... , ........: ......... ......:... ........ ......... .......:, ....,...... ...,...: .......:.,.. .... ;;....1
28 1 odifac ations.; .,...,.,:: ...... ... ....... . .... ....: ..,....... ,,,.,., ,.......1
2 q:
30. Entire Agreement, Waivers and Amendments... . ................ .. .......:: ..,.... 1 t
31. Ti r e ofEsse cc,.......:. . ......:....... ... ....... ....”, .._ , ...... .,.. . .....1
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Exhibit A Map of the Premises
Exhibit B Scope of Work
Exhibit C Promissory Note
Exhibit D Deed of Trust
Exhibit E Maintenance Agreement
Exhibit F Certificate of Completion
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Particiaption Agreement(November 2 2010)(3).cloc
PARTICIPATION AGREEMENT
Redevelopment Agency of the City of Redlands
Commercial Rehabilitation Program
This Participation Agreement (the "Agreement-) is entered into as of November 16. 2010
(the "Effective Date"). by and between the Redevelopment Agency of the City of Redlands, a public
body. corporate and politic (the "Agency") and the Shabahartg-Hatami Family Trust (12/22/05) (the
'Participant"). The Agency and the Participant are sometimes individually referred to herein as a
*Party"and, together, as the-Parties."
RECITALS
WHEREAS. the Redevelopment Plan for the Redlands Redevelopment Project (the
"Project") was adopted by Ordinance No. 1500 and has been subsequently amended (as so amended.
the -Redevelopment Plan"); and the redevelopment project area for the Redevelopment Plan, as so
amended, constitutes the"Project Area:" and
WHEREAS, in the implementation of the Redevelopment Plan, from time to time pursuant to
the authorization of Health and Safety Code Section 33444.5, the Agency loans funds to owners of
commercial or industrial buildings or structures within the Project Area; and
WHEREAS, the Participant proposes to develop and facilitate operation of a multi-level food
establishment that offers a 30-seat cafe on the ground level as well as a 150-seat outdoor dining
terrace on the top level (the "Designated Business," which term shall also include any substitute
restaurants approved by the Agency as provided for in Section 4 of this Agreement) for those certain
premises located at 5 E. Citrus Avenue, Redlands, California (the 'Premises"): with the Premises
being delineated on the map attached hereto as Exhibit -A-(the "Map of the Premises-): and
WHEREAS, the Participant will benefit materially by virtue of the Agency furnishing a loan
to the Participant under this Agreement; and
WHEREAS, the Participant and the Agency desire to provide for the Agency to disburse
certain moneys to the Participant as a loan to be used to rehabilitate, construct and/or install certain
improvements to the Premises (the -Improvements"), all as more particularly set forth herein; and
the loan is to be secured by a deed of trust as to certain property owned by the Participant, which
property is designated below as the -Security Property:"and
WHEREAS, in consideration of the making of the loan by the Agency, the Participant agrees
to repay the loan, operate (or cause to be operated) the Designated Business on the Premises, and
satisfy the other requirements of the Participant as set forth in this Agreement; and
WHEREAS. the Agency's making of the loan to the Participant for the purpose of the
rehabilitation, construction and installation of the Improvements to the Premises pursuant to the
terns of this Agreement is in the Natal and best interest of the City of Redlands (the -City"). and the
health, safety and Welfare of its residents;
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged the Parties hereto agree as follows:
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AGREEMENT
1. Agency Loan. Subject to the terms and conditions of this Agreement, the Agency
agrees to loan to the Participant (the -Agency Loan") the amount of One Hundred Fifty Thousand
Dollars (S150,000.00) (the "Agency. Loan Amount"). The disbursement of the Agency Loan
Amount shall be accomplished in accordance with Section 5 of this Agreement.
2. Loan Escrow. Within ten (10) days after the Effective Date of this Agreement, the
Agency shall open escrow in connection with the Agency Loan (the "Loan Escrow") with a licensed
escrow located within the corporate limits of the City and designated by the Agency (Redlands
Escrow, 306 Citrus Avenue, Redlands, California 92373) (the -Loan Escrow Holder"). In addition,
by such time, the Participant shall designate real property owned by the Participant against which the
Deed of Trust is to record securing payment of the Agency Loan.
(a) Loan Escrow Fees Charoes and Costs. The Participant shall pay all of the
fees, charges, and costs arising from the Loan Escrow, The Participant shall pay the premium for the
Loan Title Policy, including any additional premiums charged for the issuance of extended coverage
title insurance or any endorsements requested by the Agency. If mutually consented to by the
Agency and the Participant, escrow charges and premium for the Loan Title Policy may be treated as
an advance on the Agency Loan, in which event the Agency will so inform the Loan Escrow Holder;
and thereupon, the Loan Escrow Holder will prepare supplemental escrow instructions so reflecting.
(b) Loan Escrow Instructions. This Agreement constitutes the joint escrow
instructions of the Agency and the Participant, and the Loan Escrow Holder to whom these
instructions are delivered is hereby empowered to act under this Agreement with respect to the
Agency Loan. The Agency and the Participant agree to do all acts necessary to close the Loan
Escrow in the shortest possible time.
(i) Additional Documents. The Agency and the Participant agree to
deposit with the Loan Escrow Holder any instruments or documents as may be necessary to complete
this transaction, in addition to those described elsewhere in this Agreement. The Participant shall
execute and deliver to the Agency the Maintenance Agreement as part of the Loan Escrow. The
Participant shall deliver or cause to be delivered to the Loan Escrow Holder a writing satisfactory to
the Loan Escrow Holder and a title insurer designated by the Agency (the "Title Insurer") that the
Participant has executed and agrees that the Deed of Trust shall be recorded against the Security
Property.
(ii) Escrowed Funds. All funds received in the Loan Escrow shall be
deposited with other escrow funds in a general escrow accounts and may be transferred to any other
such escrow trust account in any state or national bank doing business in the State of California. All
disbursements shall be made by check from such account.
(iii) Supplemental Escrow Instructions. If in the opinion of the Loan
Escrow Holder it is necessary or convenient in order to accomplish the closing of the Loan Escrow,
as provided in subsection (a) of this Section 2, the Loan Escrow Holder may require that the Agency
and the Participant sign supplemental escrow instructions; provided that if there is any inconsistency
between this Agreement and the supplemental escrow instructions, then the provisions of this
Agreement shall control. The Agency and the Participant agree to execute such other and further
documents as may be necessary. helpful, or appropriate to effectuate the Loan Escrow in accordance
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with the terms and provisions hereof. The closing of the Agency Loan (the "Loan Closing-) Shall
take place when the conditions of the Loan Closing as set forth in Section 3 have been satisfied, The
Loan Escrow Holder is instructed to release an escrow closing statement to each of the Agency and
the Participant,
(iv) Authority of Loan Escrow Holder, The Loan Escrow Holder is
authorized to, and shall:
(A) Pay and charge the Participant for any amount necessary to
remove exceptions to title which the Participant has agreed to remove pursuant to Section 3 of this
Agreement and for any amount necessary to pay the premiums on the Loan Title Policy pursuant to
Section 3 of this Agreement.
(B) Pay and charge the Participant for any escrow fees, charges,
and costs payable by the Participant.
(C) Disburse funds and record a deed of trust in the form of
Exhibit-D- hereto (the "Deed of Trust-) and deliver to the Agency the Deed of Trust and a
maintenance agreement in the form of Exhibit-E- hereto (the -Maintenance Agreement-) when the
Conditions to Disbursement set forth in Section 5 have been satisfied. The Loan Escrow Holder is
further authorized to deliver to the Agency a promissory note in the form of Exhibit "C" hereto (the
**Promissory Note").
(D) Complete such other actions as necessary, including obtaining
the Loan Title Policy described in this subsection and in Section 3 of this Agreement, to effectuate
the Loan Closing and to fulfill its obligations under this Agreement with respect to the Agency Loan:
provided the authority of the Escrow Holder to proceed with the Loan Closing shall be subject to the
readiness of the Title Insurer to sign a Lender's Policy of Title Insurance insuring Agency's
beneficial interest under the Deed of Trust (as to property approved for such purpose by the Agency)
subject only to those exceptions to title approved by the Agency pursuant to Section 3 hereof(the
"Loan Title Policy").
(E) Prepare and deliver to each of the Agency and the Participant
a closing statement for the Loan Escrow.
3, Title Review for Loan Escrow,. Within fifteen (15) days after the Effective Date of
this Agreement, the Participant shall cause the Title Insurer to deliver to the Agency a preliminary
title report (the "Loan Title Report-) with respect to the Security Property, together with legible
copies of all documents underlying the exceptions to title (the -Exceptions-) set forth in the Loan
Title Report. The Agency shall have twenty (20) days from its receipt of the Loan Title Report
within which to give written notice to the Participant of the Agency's approval or disapproval of any
such Exceptions. Only the lien of property taxes and assessments not yet due and those deeds of
trust, mortgages or other liens specifically disclosed by the Participant and approved by the Agency
on or before the Effective Date of this Agreement shall be approved Exceptions. If the Agency
notifies the Participant of its disapproval of any Exceptions in the Loan Title Report. the Participant
shall use good faith efforts to remove any disapproved Exceptions within ten (10) days after
receiving written notice of the Agency's disapproval, or provide assurances satisfactory to the
Agency that such Exception(s) will be removed on or before the recording of the Deed of Trust (the
-Loan Closing"). If the Participant cannot remove any of the disapproved Exceptions within that
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period, or provide assurances satisfactory to the Agency that such Exception(s) will be removed on
or before the Loan Closing, the Agency shall have ten (10) days after the expiration of such ten (10)
day period to either give the Participant written notice that the Agency elects to proceed with the
Loan Closing subject to the disapproved Exceptions or to give the Participant written notice that the
Participant shall be required to remove such disapproved Exceptions. The failure by the Participant
to remove such Exceptions shall constitute an Event of Default under this Agreement, The Agency
shall have the right to approve or disapprove any Exceptions reported by the Title Insurer after the
Agency has approved the condition of title in connection with the Agency Loan in accordance with
this Section 3,
Promise to Repay the Agency Loan. The Participant hereby agrees to execute a
promissory note in the form attached hereto as Exhibit-C" (the -Promissory Note") and, by which
the Participant shall agree to repay to the Agency the full amount of the Agency Loan, on or before
September 1, 2031 (the -Maturit3, Date"). Simple interest shall accrue upon the Note Amount
commencing at an interest rate equal to fifty-one hundredths of one percent (0.51%), such interest
rate shall be a fixed percentage, simple interest for such obligation, fully amortized over the term(the
-Term"), and the interest rate shall be adjusted annually on each anniversary date of the Effective
Date of this Agreement to an interest rate equal to that last published by the California Local Agency
Investment Fund (LAIF) prior to such anniversary date up to and including an amount to exceed
three and seventeen-one hundredths percent (3.17%). Interest shall accrue at such rate except in the
event of: (i)a transfer or sale of the Premises, (ii) a transfer. sale, or closure of the Designated
Business (or the sale or transfer of a controlling interest in the Designated Business), or (iii)the
occurrence of any Event of Default, in which event interest shall thereupon accrue at the rate of ten
percent (10%) per annum (provided that in the event such interest rate exceeds the maximum interest
which may be lawfully charged, then this Participation Agreement and the Promissory Note shall be
deemed to instead provide for interest to be charged at the highest interest rate that may be charged
pursuant to applicable laws). The Agency Loan Amount, together with any other amounts as may
become due and payable to the Agency pursuant to the Promissory Note, shall be due and payable to
the Agency upon the occurfence Of any violation or failure of the Participant to perform under one or
more of the provisions of this Agreement, including, without limitation the Exhibits hereto (an
-Event of Default"), which is not cured within the time set forth herein, or sooner upon the sale or
other transfer of the Premises; the date one hundred eighty days (180) from and after the date the
Agency provides written notice to the Participant that Agency has determined that the transfer, sale
or closure of the Designated Business (or the sale or transfer of a controlling interest in the
Designated Business) has occurred, unless the Agency has approved in writing the substitution of
another restaurant by the Participant on the Premises for the Designated Business; or the occurrence
of any Event of Default. The operating covenant shall be deemed to be violated in the event that,
during any thirty (30) day period starting from the date that City issues a Certificate of Occupancy
for the Designated Business (and continuing until the end of the Operating Covenant Period, as
defined in Section 8 hereof) one or more of the following are not satisfied: (a) the table-service
restaurants shall be open at least six days a week including Friday and Saturday, and shall serve
dinner until 9 p.m. or later each evening; (b) the restaurant will seat a minimum of one hundred
eighty patrons, and breakfast, brunch and lunch may be served at the discretion of each operator, but
dinner service is mandatory; and (e) at least 60% of the dinner menu shall include items that the
Agency staff determines to be other than fast food items, and serving alcohol is allowed subject to
any conditions prescribed by the Department of Alcoholic Beverage Control. The Participant shall
also execute and deliver(or cause to be executed and delivered by Owner) to the Agency the Deed of
Trust, which shall secure the repayment of the Agency Loan,
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S. Conditions to Disbursement of the Agency Loan. The obligation of the Agency to
disburse the Agency Loan Amount to the Participant for the construction and completion of the work
items as set forth in the -Scope of Work„" attached hereto as Exhibit -B" (the "Work Items" and the
-Scope of Work"; respectively), shall be subject to the prior satisfaction of the following conditions
(a) to (k), inclusive (the "Conditions to Disbursement"), as determined to the reasonable satisfaction
of the Executive Director of the Agency or his designee(herein, excepting for the signature page and
Exhibit -13" hereto, all references to "Executive Director" shall be construed to mean the Executive
Director of the Agency or his designee):
(a) The Participant, as well as a licensed contractor, shall have committed in
writing to complete the Work hems for the Agency Loan Amount: or
(b) The Participant shall have submitted to the Executive Director and the
Executive Director shall have approved a budget for the Work Items;
(c) The Participant shall have obtained any and all permits and approvals
required by the City of Redlands (the "City") and any other governmental agency for the Work
Items;
(d) The Participant shall have provided proof satisfacioty to the Executive
Director that all real property taxes and assessments levied with respect to the Premises have been
paid, and that no such taxes or assessments are delinquent;
(e) The Participant shall have provided proof satisfactory to the Executive
Director that the Participant has obtained all approvals by the City to construct the Work Items or has
hired a contractor who has in effect a valid contractor's license and the Contractor has obtained all
approvals to contract the work items;
(I) The Participant shall have submitted a request for payment to the Executive
Director., together with any information and documents requested by the Executive Director;
(g) The Participant shall have duly executed and delivered to the Agency the
Promissory Note, and shall have executed, caused to be recorded and thereupon delivered to the
Agency, the Maintenance Agreement, the Deed of Trust (duly executed by the Participant), with the
Deed of Trust having been recorded with respect to the Security Property as a deed of trust which:
(i) is not below a third deed of trust, and (ii) which Deed of Trust, when combined when any deeds of
trust (or other encumbrances) senior to the Deed of Trust, does not exceed Ninety-Five Percent
(95°c)of the fair market value of the Security Property(as determined by the Executive Director):
(h) The Title Insurer shall have committed to issue to the Agency an ALTA
lender's policy of title insurance for the Deed of Trust insuring such deed of trust as prescribed by
Sections 2(b)(iv)(D) and 3 hereof with the Deed of Trust in a second position;
(i) The Participant shall have presented evidence to the Agency of the insurance
policies and endorsements required pursuant to Section 10 hereof;
(t) There shall exist no violation of the Redlands Municipal Code on the
Premises; and
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(k) There shall exist no condition, event or act which would constitute an Event
of Default (as hereinafter defined) hereunder or which, upon the giving of notice or the passage of
time, or both, would constitute an Event of Default.
6. Improvements to the Premises. The Agency Loan shall be used solely for the
purpose of constructing and completing the Work Items. The use of moneys loaned by the Agency
shall strictly conform to and be limited to the Work Items; any other use of such funds shall he
deemed to constitute an -Ex ent of Default" under this Agreement (as more fully set forth in
Section 18 of this Agreement).
The Participant shall cause the Work Items to be constructed, rehabilitated or
installed in compliance with all zoning, planning, design review and building regulations of the City
and the Agency and shall carry out the Work Items in conformity with this Agreement and all
applicable laws, including federal, state and local laws. The Participant shall be responsible for any
additional costs of the Work Items in excess of the amount of the Agency Loan and for such
additional or other work, if any. as the Participant may elect to undertake. Prior to commencing any
work or improvement pursuant to this Agreement, the Participant shall secure all required permits of
the City and all other governmental agencies. The Participant agrees to commence and complete the
Work Items by the time set forth in the Scope of Work. The Participant may request an extension of
such times by submission of a written request to the Agency, together with a statement of the reasons
therefor. which request shall not unreasonably be withheld. Upon the completion of the Work Items,
the Agency shall at the request of the Participant issue a certificate of completion, in the form of
Exhibit-F"hereto (the"Certificate of Completion"). The Participant acknowledges that the
provision of the Work Items may result in a new and increased appraisal value for the Premises.
7. Maintenance. The Participant shall maintain all improvements to the Premises (the
-Improvements-) in good condition, free of debris, waste and graffiti, in a clean and presentable
manner, and in compliance with the terms of the Redevelopment Plan and with all applicable
provisions of the Redlands Municipal Code. The Improvements, including without limitation the
Work Items, shall be maintained in accordance with this Section 7 for not less than ten (10)
consecutive years after the completion of the Work Items. If such buildings, landscaping or side
areas are not so maintained, and such condition is not corrected as soon as possible after notice
thereof from the Agency or the City, then either the Agency or the City may perform the necessary
maintenance and the Participant shall pay such costs as are reasonably incurred for such
maintenance. The Participant shall execute and cause to be recorded as to the Premises the
Maintenance Agreement,
8. Operating Covenant. Except as otherwise expressly provided for herein,
Participant shall operate on the Premises the Designated Business, which shall include a physical
facility which includes the Work Items and which conforms in all respects to all applicable
regulations of federal, state and local agencies regulating the establishment or operations of such
facilities. The Participant covenants and agrees for itself, it successors, its assigns and every
successor in interest to the Premises or any part thereof, that the Participant and such successors and
such assignees, shall devote the Premises to the operation of the Designated Business on a
continuous basis through a period equal to the greater of (i) five (5) years from the date City issues
a Certificate of Occupancy for the Designated Business, or (ii) until the Agency Participation
Agreement, with accrued interest, has been repaid in full (which period shall constitute the
"Operating Covenant Period"); the Participant additionally agrees that throughout the Operating
Cox enant Period the use of the Premises shall be limited to the conduct of Designated Business.
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The Participant shall carry out all of its undertakings pursuant to this Agreement in
conformity with the Redevelopment Plan, all applicable laws, and the Maintenance Agreement. The
Agency and the City are deemed the beneficiaries of the terms and proVisions of this Agreement and
of the covenants running with the land, for and in their own rights and for the purposes of protecting
the interests of the community and other parties, public or private, in whose favor and for whose
benefit this Agreement and the covenants running with the land have been provided, without regard
to whether the Agency or City have been, remain or are an owner of any land or interest therein in
the Premises or in the Project Area. The Agency and City shall have the right, if this 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 they or
any other beneficiaries of this Agreement and covenants may be entitled.
9. Participant's Representations and Warranties. The Participant represents and
warrants to the Agency as follows:
(a) No Conflict. The Participant's execution and delivery of this Agreement and
performance of its obligations under this Agreement will not constitute a default or a breach under
any contract, agreement or order to which the Participant is a party or by which the Participant is
bound or other agreement or instrument which affects the Premises.
(b) Governmental Compliance. The Participant has not received any notice from
any governmental agency or authority alleging that the Premises is currently in violation of any law,
ordinance, rule, regulation or requirement applicable to its use and operation.
(c) Authority. The Participant is an owner of the Premises and has full right,
power, title and lawful authority to enter into this Agreement.
(d) Legal Actions. To the best of the Participant's knowledge, there are no
actions, suits, material claims, legal proceedings, or any other proceedings affecting the Premises or
any portion thereof or the Security Property or any portion thereof, at law, or in equity before any
court or governmental agency, domestic or foreign.
(e) Impairment of Title. Until the Agency Loan has been satisfied, the
Participant shall not do anything which would impair the Participant's title to the Premises, or any
portion of or rights therein.
(1) FIRPTA. the Participant is not a -foreign person- within the definitions of
FIRPTA, or is exempt from the provisions of FIRPTA, or the Participant has complied and will
comply with all the requirements under FIRPTA.
(g) Bankruptcy. The Participant is not the subject of a current or threatened
bankruptcy proceeding.
(h) Operation of the Designated Business. The Designated Business shall be in
operation on the Premises on or before September 1, 2011
Until the repayment in full of the Agency Loan, the Participant shall, upon learning of any
fact or condition which would cause any of the warranties and representations in this Section 9 not to
be true. immediately give written notice of such fact or condition to the Agency. All of the
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representations and warranties set forth in this Section 9 are effective as of the Effective Date and
shall be effective as of the Loan Closing.
10. Insurance and Indemnity. A certificate of all such insurance policies required by
this Agreement shall be delivered to the Executive Director prim to the commencement of any of the
Work Items. No such insurance shall be canceled or modified without thirty (30) days prior written
notice to the Agency.
(a) Indemnification. The Participant shall defend, indemnify and hold harmless
the Agency, and its officers, employees, representatives and agents, from and against any and all
liability, damages, costs, losses, claims and expenses, suits, actions, proceedings and judgments
including attorney fees however caused, resulting directly or indirectly from or connected with the
Work Items and/or the Participant's performance under this Agreement.
(b) Workers' Compensation. The Participant shall comply with, and shall cause
its contractors to comply with, all of the provisions of the Worker's Compensation Insurance and
Safety Acts of the State of California, the applicable provisions of the California Government Code
and all amendments thereto; and all similar state or federal acts or laws which are applicable; and
shall indemnify, defend and hold harmless each of the Agency and the City and their respective
agents, representatives, officers and employees from and against all claims, demands, payments,
suits, actions, proceedings and judgments of every nature and description, including attorney's fees
and costs presented, brought or recovered against the Agency or the City and their respective agents,
officers, representatives and/or employees, for or on account of any liability under any of said acts
which may be incurred by reason of any work to be performed by the Participant under this
Agreement.
(c) Liability Insurance. The Participant shall furnish to the Agency and maintain
in force during the period the Work Items are maintained on the Premises (but ending as of the last
day of the Operating Covenant Period) a policy of comprehensive general liability insurance in
which each of the Agency, the City and their respective officers, employees, agents and
representatives are named as additional insureds. The policy shall indemnify each of the Agency, the
City and their respective officers, representatives, agents and employees, while acting within the
scope of their duties, against any and all claims arising out of or in connection with the Premises, the
Improvements, and the Participant's performance of this Agreement. The policy shall provide
coverage for combined single limit bodily injury and/or property damage in an amount not less than
One Million Dollars ($1,000,000)per occurrence and not less than Two Million Dollars($2,000,000)
aggregate. Such policy of insurance shall specifically provide that: (i) any other insurance coverage
which rria>., be applicable to the loss shall be deemed excess coverage and the Participant's insurance
shall be primary; (ii)the Agency and the City and their respective officers, agents and employees,
shall be additional insureds; and (iii) coverage may not be terminated or modified excepting upon
thirty(30)days prior written notice to the Executive Director.
(d) Property Damage Insurance, The Participant shall furnish to the Agency and
maintain throughout the Operating Covenant Period property damage insurance in amounts
reasonably required by the Executive Director from time to time, with the Agency named as loss
payee(if such coverage is available) and in no eVent less than$1,000,000.
All insurance as made available pursuant to this Section 1 0 shall provide that it may not be
canceled or materially modified without thirty (30) days prior written notice to the Agency. The
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Particiaption Agreement(No\ember 2 2010)(1)do
Agency shall be an additional insured in the policies required under subparagraphs(c) and(d) if such
endorsements are available. No such insurance shall include deductible amounts to which the
Agency has not previously consented in writing. Certificates of insurance for the abukv policies
(andlor original policies, if required by the Agency) shall be delivered to the Agency from time to
time within ten(10) days after demand therefor.
11. Project Sign. The Participant shall during the construction or installation of the
Work Items prominently display a sign, if provided by the Agency, which identifies the Participant as
a participant in the Agency's loan program. if such a sign is made available by the Agency. Such
sign shall be placed either facing the street frontage of the Premises in a front window at the
Premises. The sign shall be posted from the Effective Date of this Agreement until the first to occur
of the Agency's last disbursement of the Agency I or thirty (30) day s after the completion of the
Work Items, The Participant shall return the sign to the Agency after such time,
12. Assumption of the Agency Loan; Requests for Subordination by the Participant.
The Agency Loan is made to the Participant based upon the Participant's qualifications and is
personal to the Participant. It is because of those qualifications that the Agency has entered into this
Agreement with the Participant. Accordingly, the Participant's rights and obligations under this
Agreement. the Promissory Note, the Deed of Trust and the Maintenance Agreement shall not be
assignable or assumable by successors and assigns of the Participant, and no voluntary or involuntary
successor in interest of the Participant shall acquire any rights or powers under this Agreement. the
Promissory Note, the Deed of Trust or the Maintenance Agreement except as expressly set forth
andior permitted herein.
13. Compliance with Laws. The Participant shall carry out the completion of the Work
Items. the operation of the Work Items and the conduct of the Designated Business in conformity
with all applicable laws, including all applicable state labor standards, the City zoning and
development standards, building,plumbing, mechanical and electrical codes, and all other provisions
of the City Municipal Code. all applicable environmental laws, and all applicable disabled and
handicapped access requirements, including without limitation the Americans With Disabilities Act,
42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seT, Government Code
Section 11135, et seq., and the Unruh Civil Rights Act. Civil Code Section 51, et seq.
Labor Code Section 1720(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
payment may be accomplished by a transfer of an asset of value for less than a fair market value
price. Similar treatment applies to a loan made on below-market terms. To the fullest extent
required by applicable law, or as determined, opined, and/or ordered by the State Department of
Industrial Relations (DIR), the Participant shall assume full responsibility that the Participant shall
pay prevailing wages in connection with the construction and installation of the Work Items in
compliance with Health and Safety Code Sections 33423 through 33426, and Labor Code
Section 1770, et scv,, and shall be responsible for the keeping of all records required pursuant to
Labor Code Section 1776, complying with the maximum hours requirements of Labor Code Sections
1810 through 1815. complying with the requirements of Labor Code Sections 1726 and 1781 (in
such regard the Participant acknowledges and agrees it is and shall remain the "awarding body- for
the work of construction to complete the Improvements), and complying with all regulations and
statutory requirements pertaining thereto.
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Part imaption Agreement(Nov ember 2 20 1 0)(3).doc
Further, the Participant agrees that all public works (as defined in California Labor Code
Section 1720) performed pursuant to this Agreement (the -Work"), if any and as applicable
(as determined by the Participant and its legal counsel or as determined, opined, or ordered by the
State Department of Industrial Relations (DIR), shall comply with the requirements of California
Labor Code Sections 1770. et seq. If prevailing wages are applicable in conjunction with such
improvements, then in all bid specifications, contracts and subcontracts for the Work, the Participant
(or its general contractor, in the case of subcontracts) shall obtain the general prevailing rate of per
diem wages and the general prevailing rate for holiday and overtime work in this locality for each
craft. classification or type of worker needed to perform the Work, and shall include such rates in the
bid specifications. contract or subcontract. Such bid specifications, contract or subcontract must
contain the following provision:
It shall be mandatory for the contractor to pay not less than the said prevailing rate of
wages to all workers employed by the contractor in the execution of this contract.
The contractor expressly agrees to comply with the penalty provisions of California
Labor Code Section 1775 and the payroll record keeping requirements of California
Labor Code Section 1771.
The Participant does hereby and shall defend, indemnify and hold each of the Agency and
City, and their elected and appointed officials, officers, and employees, harmless from and against
any and all claims, demands, causes of action, obligations, damages, liabilities, costs and expenses,
including reasonable attorneys' fees, that may be asserted against or incurred by the Agency or City
with respect to or in any way arising from the Participant's compliance with or failure to comply with
applicable laws, including all applicable federal and state labor standards including without limitation
the requirements of Labor Code Section 1720.
14. Nondiscrimination. The Participant 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 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 Participant with respect to the Premises will contain or be subject to substantially the
nondiscrimination or nonsegregation clauses provided under Health and Safety Code Section 33436,
15. Enforced Delay; Extensions of Times for Performance. In addition to specific
provisions of this Agreement, performance by either 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: floods: earthquakes: fires; casualties; acts of
God; acts of the public enemy: epidemics; litigation; unusually severe weather; acts or omissions of
the other Party; acts or failures to act of a public or governmental agency or entity (other than the
Agency): or any other causes beyond the reasonable control or without the fault of the Party claiming
an extension of time to perform. 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
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Particiaption Agreement('so ember 2 21) 0)(3).doc
such extension is sent to the other Party within thirty (30) days of the commencement of the cause.
Any requests for extension shall be in writing. Times of performance under this Agreement may also
be extended in writing by the mutual agreement of the Agency and the Participant. Notwithstanding
the foregoing portion of this Section 15. the Participant is not entitled pursuant to this Section 15 to
an extension of time to perform because of (1) past, present, or future difficulty in obtaining suitable
temporary, construction, or permanent financing for the acquisition, development or operation of the
Premises; (ii)the failure to obtain a license; (iii) with respect to uses or businesses requiring approval
by a franchisor, the failure to obtain approval of the franchisor; (iv) the failure to obtain insurance
(and proof thereof) required by this Agreement.
16. Conflicts of Interest. No member, officer or employee of the City or Agency, its
designees or agents and no member, officer, employee or other public official of such locality or
localities who exercise any functions or responsibilities with respect to the activities undertaken
pursuant to this Agreement or to the program shall have any interest, direct or indirect, in this
Agreement or in any contract, subcontract or the proceeds thereof, for work to be performed in
connection with this Agreement.
17. Records, The Participant shall maintain complete and accurate records pertaining to
the Work Items, and shall permit any duly authorized representative of the Agency to inspect the
books and records of the Participant pertaining to the Work Items and other records necessary to
determine compliance with this Agreement.
18. Defaults. Failure or delay by either Party to perform any covenant, term or provision
of this Agreement to be performed by such party within the time provided herein constitutes a default
(-Event of Default") under this Agreement. The injured Party shall give written notice of default to
the Party in default, specifying the default complained of by the injured Party. The defaulting Party
shall immediately commence to cure such default and shall complete such cure within thirty (30)
days from the date of the notice or such longer period if the nature of the default is such that more
than thirty (30) days is required to cure such default and the defaulting Party immediately
commences to cure and thereafter diligently pursues such cure to completion within a reasonable
period of time. Except as required to protect against further damages, the injured Party may not
institute proceedings against the party in default until thirty (30) days after giving such notice. Any
failure or delay by either party in giving such notice or in asserting any of its rights or remedies as to
any default shall not change the times of such default nor shall it operate as a waiver of any default or
of any such rights or remedies or deprive either such Party of its right to institute and maintain any
actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or
remedies.
19. Attorneys' Fees and Costs, In the event that any action is instituted pursuant to this
Agreement, the Parties agree that the non-prevailing Party shall be responsible for and shall pay all
costs and all attorney s* fees incurred by the prevailing Party in enforcing this Agreement. including
fees for a Party. 's use of in-house counsel based upon rates customarily,charged by private law firms
engaged by such Party,
20. Actions. In addition to any other rights or remedies, either Party may institute legal
or equitable action to cure, correct or remedy any default, to recover damages for any default, or to
obtain any other remedy authorized by law or equity consistent with the purpose of this Agreement
and the Exhibits hereto, Such actions must be instituted in the Superior Court of the County of San
Bernardino, State of California.
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Particiaption Agreement NtAember 2 2010)LILdoe
21. Applicable Law. The laws of the State of California shall govern the interpretation
and enforcement of this Agreement.
22. Acceptance of Service of Process, In the event that any action is commenced by the
Participant against the Agency, service of process on the Agency shall be made by personal service
upon the Agency Secretary, or in such other manner as may be provided by law. In the event that
any action is commenced by the Agency against the Participant. service of process on the Participant
shall be made in such manner as may be provided by law, whether made within or outside the State
of California.
23. 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 or
one or more of such rights or remedies shall not preclude the exercise by it, at the same time or
different times, or any other rights or remedies for the same default or any other default by the other
Party.
24. Notices. Any notices, requests or approvals given under this Agreement from one
Party to another may be personally delivered or deposited with the United States Postal Service for
mailing, postage prepaid, registered or certified mail, return receipt requested to the following
addresses:
To Participant: Shahrokh Shabahang, Trustee
Shabahang-Hatami Family Trust(12/22/05)
5 East Citrus Avenue, Suite 201
Redlands, California 92373
To Agency: Executive Director
Redevelopment Agency of the City of Redlands
35 Cajon Street
Redlands,California 92373
Any written notice, request or approval shall be deemed received immediately if personally delivered
and on the third day from the date it is postmarked if delivered by registered or certified mail.
25. Relationship of the Agency and the Participant; City as Third Party Beneficiary.
The relationship of the Participant and the Agency pursuant to this Agreement is that of debtor and
creditor and shall not be. nor be construed to be a joint venture, partnership or other relationship.
The Agency shall not be construed to have any property interest in the Premises, nor a property
interest in the Security Property, other than its interests pursuant to the Deed of Trust. The City shall
be deemed to be a third party beneficiary of this Agreement (including without limitation the
Exhibits hereto). Excepting for the City. there shall be no third party beneficiaries of this Agreement.
26, Miscellaneous. The Participant has had an opportunity to review this Participation
Agreement with legal counsel and other advisers of its choosing. The Participant additionally
acknowledges and agrees that the Participant (without limitation as to the liability of the owner of the
Premises) shall be responsible fin- all property taxes and assessments imposed in respect to the
Premises and improvements thereon (and that the City shall have no responsibility in connection
therewith), and acknowledges that such taxes and assessments may increase due to the completion of
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Paruckaption Agreement C,,lox ember 2 20101(3)dor
the Work Items, This Agreement shall be interpreted as ii prepared equally by both Parties and in
light of the beneficial terms under which the Agency has agreed to make available to the Participant
the Agency Loan Amount,
27. No Waiver. A waiver by any Party of a breach of any of the covenants, conditions or
agreements under this Agreement to be performed by the other Party shall not be construed as a
waiver of any succeeding breach of the same or other covenants, agreements, restrictions or
conditions of this Agreement.
28. Modifications, 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.
29. Severability. 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 he affected, and shall be valid and enforceable to the fullest extent permitted by law,
30. Entire Agreement, Waivers and Amendments. This Agreement may be executed
in duplicate originals, each of which shall be deemed to be an original. This Agreement consists of
seventeen (17)pages and Exhibits A, B, C, D, E and F, each of which is deemed to be incorporated
herein by reference, integrates all of the terms and conditions mentioned herein or incidental hereto,
and restates all other negotiations or previous agreements between the Parties with respect to all or
any part of the subject matter hereof Any waiver, modification, rescission or release of any
provision of this Agreement must be in writing and signed by the appropriate authorities of the
Agency and/or the Participant, and all amendments hereto must be in writing and signed by the
appropriate authorities of the Agency and the Participant, The Executive Director of the Agency
may execute any documents, make any approvals, enter into any amendments, or take any other
actions as may be necessary or appropriate to carry out this Agreement on behalf of the Agency.
This Agreement may be executed in up to three (11) counterparts, each of which shall constitute an
original.
31. Time of Essence. Time is of the essence of every portion of this Agreement in which
time is a material part.
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Partioaption Agreement Nombcr 2 20101 Ofiiloe
IN WITNESS WHEREOF, the Parties have executed this Agreement as the date set forth
above.
AGENCY:
REDEVELOPMENT AGENCY OF THE CITY
OF REDLANDS, a public body corporate and politic
Pat Gilbreath
Agency Chairperson
ATTEST:
Sam Irwin, Age y Secretary
PARTICIPANT;
SHABAIIANG-HATAMI FAMILY TRUST
(12/22/05)
By:
Name: Shahroktft labahang
Its: Authorized Trustee
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Partieiaption Agreement(November 2 2010)(3)do
CALIFORNIA ALL.PURPOSE ACKNOWLEDGMENT
cv_fa..,-'u.,, c,g .:,r ,. _ °a a.M..,m-4'Kcx-a �t..;. z,x:..,....,,...,. _;w .,?�,,a,"�,�...�.,..2z5,.;1.:'tia.,...,�N. .,.....gs1;:,4 ,.,..'x.,.�^.�..s...xs ,.Qc..,:c,.3s....✓
State of California
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personally appeared -o.a_. c f. ... . 'cot _._.._. _ ...
r am a of SKI/Neff-A)
who proved to rn on the basis of satisfactory evidence t
be the personX whosen m psfsure subscribed to the
within instrument and acknowledged to me that
she/they executed the same i ij herlth it authorized
capacity 1, and that by f i f err`the r signature>ron the
,.. «�,
instrument the persortca or the entity upon h e ff of
which the personK acted, executed the instrument,
C. 1843923
i , r Notary Pantie-California
Bernardino Comity I certify under PENALTY OF PERJURY under the laws
<< ; Ex,' N.Jim ,2012of the State of California that the foregoing paragraph is
true and correct,
WITNESS my hand and official seal,<
Signature. __. ., -�.-
ace f oar Soa#.trAvaw` . e _ ��_ r ,
Though the information rr below is rr.rt required by ion. it may prove-valuable o persons relyirg on the document
and could prevent fraudulent rerrrot.at cod reattachment of this form to another document:
Description of Attached Document
idle or Type of Document ._ � n, _. r . t rIrt (
..._
Document Date; __ . ', .` ... Num:er of Pages:_ .___ ...........,r_...
Signer(s) Other ter T hai Named Above:
Capacityhes) Claimed by Signer(s)
igrrer`s '. ®e:. ::_ .,.._ ,r< ..,._. .
individual lndividui -;
Corporate Office - Titletst _. _______ Corporate O' w., r - it!e(sl _ .._
Partner PP . Lirr t p`; General . Partner +Lin " Garter° f
enm R11NIR
Attorney in Part =SIGNER Attorney in F=act ��
Trustee .. 1 frusta I
Guardian or snservator I Guardian or
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Signer IsRepresenting: _, :�_._., 1 Signer is Representing: ____._,.__
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EXHIBIT "A„
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EXHIBIT "U
SCOPE OF WORK
K
I. Demo of ceiling of suites 108, 109& 110.
Demo existing dropped ceiling in the above suites.
Demo existing AC registers
Demo electrical lights
Modify existing Fire Sprinkler system to be re-installed below new truss area
Frame in new wood ceiling
Install new recessed lights
Install new EIVAC registers
Di ywa l and texture and paint. ( Color TBI
. IVC
Relocate 5(five)AC units that are currently mounted on the existing roof to the areas
specified.
Modify the HVACducting accordingly to be tied in with the new TC locations:
3. Roof
Remove approximately 3000 sq. of existing rolled roof
Remove existing plywood sheathing
Install new steel webbed trusses, (supplied by others)
All trusses will be installed according to manufactures specifications.
Will remove all old metal drip edge from Building
Installation of new primer on deck over pipes and edge metal'
Installation oft layer of rubber hot torch l)ibiten smooth
Installation of new metal 2 by 4 drip edge around building
Installation of 1 layer of Dbiten cap sheet
There will be a two layer roof deck when completed
Installation of new pipe flashing on all pipes as needed,
Clean out gutter on top of building and roof deck
Installation of new '/'" o.s.b. plywood on builds deck (29.00 per sheet
Installation ofnew painted metal drip edge around building 1 1/2-
Installation
l2Installation of new ASTM felt paper on buildings roof 1 lb.
Installation of new pipe flashings wall metal and metal valleys
All pipe!lashings will be plastic cemented and painted to match roof
Install new rolled roofing
Install new copy metal on top of wall, re seal.cut new metal on all corner bricks
All roofing materials will be cleaned and hauled away from job site
There will be a 5 year warranty on workmanship from Remington homes
Cost for an additional 40 year warranty i 0.00. 50 year warranty is$1500.00
Any dry rotten wood that needs to be replaced will be an extra cost of
$2,75 per If
ill broom and clean all debris from buildings deck
Will haul away all building debris to disposal
Any extra labor will be billed at a rate of 4 .00/hr
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4. Deck
Install new man made material, supplied by others, for Roof Top Deck
Deck to be approximately 3000 sq. ft. of 2 x 4 man made construction material
All decking to built in sections which are manageable for removal for cleaning area
directly underneath.
5. Engineering
Engineering cost to be estimated at$25,000 and to include all structural engineering
for the four columns to be changed to a larger footing to support the new trusses and
the new I beam for the Roof Top Project,
6. Kitchen
Suite 106 is to be laid out according to the preliminary drawing submitted to the
owners of the Roof Top Project. All equipment will be approved by owners.
Preliminary budget for the kitchen is set at $50,000.
7. Completion Date
All of the above work items shall be completed by August 25, 2011.
C-2
DOC SOC I 380740‘6,200079.0000
EXHIBIT "Ir
DEED OF TRUST
RECORDING REQUESTED BY
AND'iNTIEN RECORDED \I -\11 TO:
Redevelopment Agency of the City of Redlands
35 Cajon Street
Redlands;California 923'73
Attention: Executive Director
Assessor's Parcel No 011-121-04-0000 This document is exempt from the payment of a recoithng fee
pursuant to Government Code Section 6110 and 27383,
DEED OF TRUST AND ASSIGNMENT OF RENTS
This DEED O TRUST WITH ASSIGNMENT OF RENTS (this "Deed of Trust"); is made
as of November 16, 2t by and among Shabahang-Hatami Family Trust (12/22/05), (the -Trustoffi,
whose address is f E. Citrus Avenue; Redlands, California 92373; Ticar Tide Company (the "Trustee-1,
whose address is 4204 Riverwalk Parkway, Suite 230, Riverside, California 9.2505, and the
REDEVELOPNIENT AGENCY OF THE cify OF REDLANDS. a public body, corporate and
politic tthe "Beneficiary-1,whose address is 35 Cajon Street. Redlands, California 92373.
WITNESSETH: that Trustor grants to Trustee in Trust, with Power of Sale, that property M the
City of Redlands; County ()f San Bernardino, State of California, that is described in Attachment No. 1.
attached hereto and by this reference incomorated herein (the "Security Property"):
Together with the rents, issues and profits thereof, subject, however. to the right, power and
authority hereinafter given to mid conferred upon Beneficiary to collect and apply such rems, issues and
profits.
For the purpose of seeming (1) Payment of indebtedness in Inc principal amount of One
Flundred Fifty Thousand Dollars ($150,000,00) together with interest thereon according to and as set
forth in the certain Note from Shabahang-Hatami Family Trust (12/22/05) (the ' Participant to the
Beneficia of even date herewith (which repayment may be made by credit pursuant to the terms of
such promissory note); (.2)Payment of any sums advanced by Beneficiary to protect the Security
pursuant to the terms and provisions of this 1:/eed of Trust followhig a breach of Trustors obligation to
advance said sums and the expiration of any applicable cure period and upon fifteen (15) business days
notice to the Trustor, with interest thereon as provided hereM; (3) Payment of such additional siliTIS and
interest thereon Which may hereafter be loaned to Trustor or, with Inc prior consent of Trustor; to the
Participant, or its successors or assigns, by Beneficiary, when evidenced by a promissory note or notes
or other documents reciting that they are secured by: this Deed of Trust; and (4)Performance of every
obligation, covenant or agreement of Trustor contained herein, in the Note (and any amenchnents
thereto) in that certain Participation Agreement between the Participant and the Beneficiary dated as of
November 16, 2010, a copy of which is on file with the Agency as a public record (the "Participation
Agreement-) and any amendments thei eto. and in the "Nlaintenance Agreement- (Exhibit E to he
Participation Agreement), and any amendments thereto.
D-1
DOC SOC 1380740v6,200079-0000
To protect the security of this Deed of Trust, and with respect to the property above described.
Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound
by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each
and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in
San Bernardino Count , August 18. 1964. in Book 6213, Page 768 of the Official Records of the County
Recorder of the County of San Bernardino shall inure to and bind the parties hereto, with respect to the
property above described. Said agreements, terms and provisions contained in said subdivision A and
B. (identical in all counties), are by the within reference thereto, incorporated herein and made a part of
this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge
for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed
the maximum allowed by law, This Deed of Trust further includes Attachment No, I hereto, which is
attached hereto and incorporated herein by reference.
IN WITNESS WHEREOF. Trustor has executed this Deed of Trust as of the da and year first
above written.
TRUSTOR:
SHABAHANG-RATAMI FAMILY TRUST
(12/22/05)
By: Shahrokh Shabahang
Its: Authorized Trustee
D-2
DOC SOC 3 3 M/740v6,'200079-0000
CALIFOFtNIA ALL.PURPOSE ACKNOWLEDGMENT
State of Califorrt.
County of
1
tal 1\1\e•11 IA A r , 0 , ) 1.
On ..„-- i before me, III i re Isle set ' f di . .-:-.11:: ,
1 * . It)
Date i nt it 1 ,. ,, and Titie of fr":Officer*
,,,,4. ,„ lil
personally appeared 'k,„2, la, 1 r(} ,,,,,,, ,,,... 11_ /26,
„, Narile( /0, 15ntr
who proved to me on the basis of satisfactory evidence to
be the person*whose name(s)-islasubscribeicl to the
within instrument and acknowledged to me that
heisk6ithey-executed the same in hisifjpethetr authorized
capacity(le(), and that by histasiltheir signature( n the
instrument the person(slc-or the entity upon behalf of
which the person(s)-acted, executed the instrument.
.,............. L. R, MCCASLOISSIS
-alig,*_,,!,, .. CINTORISSNX%# 1710910
i I certify under PENALTY OF PERJURY under the laws
'':'4E- :,:::# *tote PLOSe -Caltfttnio I
- '1/4...z7vimit,,;.‘” Sart Sorocodints>Coutwty - of the State of California that the foregoing paragraph is
'''''' C:orrein.Expittieffsb 1.2912 true and correct.
WITNESS my hand and off isoial sel.
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ATTACHMENT NO. 1 TO EXHIBIT "I)"
LEGAL DESCRIPTION
LOT 5, EXCEPTING THE EAST FOUR INCHES AND ALL OF LOTS 6 AND 7. IN BLOCK 9, TOWN MAP OF
REDLANDS, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO. STATE OF CALIFORNLA,AS PER
MAP RECORDED IN
BOOK 5 OF MAPS, PAGE 10. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
D-3
DOCSOC 13807400,200079-0Mo
ATTACHMENT NO. l TO EXHIBIT "D"
LEGAL DESCRIPTION
REDLANDS TOWN PLAT LOTS 5, 6 AND 7 BLK 9 EX E 4 INCHES LOT 5
D-3
DOCSOC,1380740v6i200079-0000
ATTACHMENT NO. 1 TO EXHIBIT "D"
LEGAL DESCRIPTION
LOT 5. EXCEPTING THE EAST FOUR INCHES AND ALL OF LOTS 6 AND 7, IN BLOCK 9,TOWN MAP OF
REDLANDS, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA. AS PER
MAP RECORDED IN
BOOK 5 OF MAPS, PAGE 10, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
D-3
DOCSOCI 380740v6/200079-0000
EXHIBIT "E"
MAINTENANCE AGREEMENT
This Nlaintenance Agreement(the "Agreement-) is made by Shabahang-Flatami Family Tist
( 22/05) (the"Participant") and the Redevelopment Agency of the City of Redlands, a public body
corporate and politic (the "Agency"), as of November 16, 2010,
RE( IT ALS
A. The Agency and the Participant have entered into an agreement entitled
"Participation Agreement-. dated November 16, 2010 (the "Participation Agreement”)„ concerning
the redevelopment of certain real property situated in the City of Redlands. California, which real
property is fully described in Exhibit"A" attached hereto and made a part hereof. The Participation
Agreement is on file with the Agency as a public record.
B. As referenced in the Participation Agreement, the Participant is required to execute
an agreement in favor of the Agency for the maintenance of the Improvements (as defined in the
Participation Agreement).
NOW,THEREFORE, the Participant agrees as follows:
1. Performance of Maintenance.
(a) The Participant shall maintain the improvements and landscaping on the
Premises in accordance with the Maintenance Standards, as hereinafter defined. Said improvements
shall include, but not be limited to, buildings, sidewalks, pedestrian lighting, landscaping, irrigation
of landscaping, architectural elements identifying the Premises and any and all other improvements
on the Premises,
(b) The following standards ("Maintenance Standards") shall be complied with
by the Participant and its maintenance staff, contractors or subcontractors.
(i) All improvements to the Premises (the "improvements") shall be
maintained in confonnance and in compliance with the approved Scope of Work, this Maintenance
Agreement and reasonable commercial development maintenance standards for similar projects,
including but not limited to the painting and cleaning of all exterior surfaces and other exterior
facades in the improvements on the Premises.
(ii) The Improvements shall be maintained as required by this Section 1
in good condition and in accordance with the custom and practice generally applicable to comparable
first-class commercial facilities similar to the Improvements located within the Southern California
area.
(In) Landscape maintenance shall include, but not be limited to.
watering/irrigation; mciwing; edging: trimming of grass; nee and shrub pruning;
trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road
conditions and visibility, and irrigation coverage: replacement, as needed, of all plant materials.
E-1
OCSN1 380740v6/200079-0000
control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking for
support of trees.
(iv) Clean up maintenance shall include, but not be limited to:
maintenance of all sidewalks, paths and other paved areas in clean and weed free condition;
maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or
unsightly; removal of all trash, litter and other debris from improvements and landscaping prior to
mowing; clearance and cleaning of all areas maintained prior to the end of the day on which the
maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris are
properly disposed of by maintenance workers.
(v) All maintenance work shall conform to all applicable federal and state
Occupational Safety and Health Act standards and regulations for the performance of maintenance.
(vi) Any and all chemicals, unhealthful substances, and pesticides used in
and during maintenance shall be applied in strict accordance with all governing regulations.
Precautionary measures shall be employed recognizing that all areas are open to public access.
2. Failure to Maintain Improvements. In the event the Participant does not maintain
the improvements on the Premises in the manner set forth herein and in accordance with the
Maintenance Standards, the Agency and/or City shall have the right to maintain such improvements,
or to contract for the correction of such deficiencies, after written notice to the Participant However,
prior to taking any such action, the Agency agrees to notify the Participant in writing if the condition
of said improvements does not meet with the Maintenance Standards and to specify the deficiencies
and the actions required to be taken by the Participant to cure the deficiencies. Upon notification of
any maintenance deficiency, the Participant shall have thirty (30) days within which to correct,
remedy or cure the deficiency. If in the written notification states the problem is urgent relating to
the public health and safety of the City or the Agency, then the Participant shall have forty eight (48)
hours to rectify the problem.
In the event the Participant fails to correct,remedy, or cure or has not commenced correcting,
remedying or curing such maintenance deficiency after notification and after the period of correction
has lapsed, then City and/or the Agency shall have the right to maintain such improvements. The
Participant agrees to pay the Agency such reasonable and documented third party charges and costs.
Until so paid, the Agency shall have a lien on the Premises for the amount of such charges or costs,
which lien shall be perfected by the recordation of a"Notice of Claim of Lien" against the Premises.
Upon recordation of a Notice of a Claim of Lien against the Premises, such lien shall constitute a lien
on the fee estate in and to the Premises prior and superior to all other monetary liens except: (i) all
taxes, bonds, assessments, and other levies which, by law, would be superior thereto; (ii)the lien or
charge of any mortgage, deed of trust, or other security interest then of record made in good faith and
for value, it being understood that the priority of any such lien for costs incurred to comply with this
Agreement shall date from the date of the recordation of the Notice of Claim of Lien. Any such lien
shall be subject and subordinate to any lease or sublease of the interest of the Participant in the
Premises or any portion thereof and to any easement affecting the Premises or any portion thereof
entered into at any time (either before or after) the date of recordation of such a Notice. Any lien in
favor of the Agency created or claimed hereunder is expressly made subject and subordinate to any
mortgage or deed of trust made in good faith and for value, recorded as of the date of the recordation
of the Notice of Claim of Lien describing such lien as aforesaid. and no such lien shall in any way
defeat, invalidate, or impair the obligation or priority of any such mortgage or deed of trust. unless
E-2
DOCSOC,1380740v6/200079-0000
the mortgage or beneficiary thereunder expressly subordinates his interest, of record, to such lien,
No lien in favor of the Agency created or claimed hereunder shall in any way defeat, invalidate, or
impair the obligation or priority of any lease, sublease or easement unless such instrument is
expressly subordinated to such lien, Upon foreclosure of any mortgage or deed of trust made in good
faith and for value and recorded prior to the recordation of any unsatisfied Notice of Claim of Lien,
the foreclosure purchaser shall take title to the Premises free of any lien imposed by the Agency that
has accrued up to the time of the foreclosure sale, and upon taking title to the Premises, such
foreclosure purchaser shall only be obligated to pay costs associated with this Agreement accruing
after the foreclosure purchaser acquires title to the Premises. If the Premises is ever legally divided
with the written approval of the Agency and fee title to various portions of the Premises is held under
separate ownerships, then the burdens of the maintenance obligations set forth herein and in this
Agreement and the charges levied by the Agency to reimburse the Agency for the cost of undertaking
such maintenance obligations of the Participant and its successors and the lien for such charges shall
be apportioned among the fee owners of the various portions of the Premises under different
ownerships according to the square footage of the land contained in the respective portions of the
Premises owned by them. Upon apportionment, no separate owner of a portion of the Premises shall
have any liability for the apportioned liabilities of any other separate owner of another portion of the
Premises, and the lien shall be similarly apportioned and shall only constitute a lien against the
portion of the Premises owned in fee by the owner who is liable for the apportioned charges levied
by the Agency and secured by the apportioned lien and against no other portion of the Premises. The
Participant acknowledges and agrees City and Agency may also pursue any and all other remedies
available in law or equity. The Participant shall be liable for any and all attorneys' fees, and other
legal costs or fees incurred in collecting said maintenance costs.
Compliance with Law. The Participant shall comply with all local, state and federal
laws relating to the uses of or condition of the improvements on the Premises, Local laws for the
purposes of this Section 3 shall include only those ordinances which are nondiscriminatory in nature
and applicable to the public welfare, health, safety and aesthetics. if any new local laws relating to
uses of or condition of the improvements create a condition or situation that constitutes a lawful
nonconforming use as defined by local ordinance with respect to the Premises or any portion thereof,
then so long as the lawful nonconforming use status remains in effect (i.e., until such lawful status is
properly terminated by amortization as provided for in the new local law or otherwise), the
Participant shall be entitled to enjoy the benefits of such lawful nonconforming use pursuant to the
lawful nonconforming uses ordinance.
4. Nondiscrimination. The Participant covenants for itself, its successors and assigns,
and all persons claiming under or through them, as follows: "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 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."
E3
Doc soea13807401„,6,200079-0000
5. Duration. The provisions hereof shall remain in effect until September 1, 2031. The
provisions of this Agreement shall be enforceable by the Agency and/or the City of Redlands, a
municipal corporation(the "City"), but not by any third parties.
PARTICIPANT:
SHABAHANG-HATAMI FAMILY TRUST
(12/22/05)
By:
Name: Shahrokh " bahang
Its: Authorized Trustee
E-4
DOC SOC/1380740v6!200079-0000
EXHIBIT"F"
CERTIFICATE OF COMPLETION
This Certificate of Completion (the -Certificate") is made by the Redevelopment Agency of
the City of Redlands, a public body corporate and politic (the "Agency"), in favor of Shabahang-
Hatami Family Trust(12122/05) (the"Participant"), as of the date set forth below.
RECITALS
A. The Agency and the Participant have entered into that certain Participation
Agreement dated November 16, 2010 (the "Participation Agreement"), concerning the
redevelopment of certain real property situated in the City of Redlands, California, as more fully
described in Attachment No. 1 attached hereto and made a part hereof. A copy of the Participation
Agreement is on file with the Agency as a public record. All capitalized terms not defined herein
shall have the meanings established therefor in the Participation Agreement.
B. As referenced in the Participation Agreement, the Agency is required to furnish the
Participant or its successors with a Certificate of Completion upon completion of the Work Items(as
defined in the Participation Agreement), which certificate shall be in such form as to permit it to be
recorded in the County Recorders office of San Bernardino County, California. Such Certificate of
Completion shall be conclusive determination of satisfactory completion of the Rehabilitation of the
Improvements required by the Participation Agreement.
C. The Agency has conclusively determined that such Work Items have been
satisfactorily completed.
NOW, THEREFORE, the Agency hereby certifies as follows:
1. The Work Items to be completed by the Participant has been fully and satisfactorily
completed in conformance with the Participation Agreement:
Nothing contained in this instrument shall modify in any other way any other
provisions of the Participation Agreement, including without limitation the "Promissory Note," the
"Maintenance Agreement," and the "Deed of Trust" (as defined in the Participation Agreement),
each of which shall remain in full force and effect.
F-1
DOCSOC ft 380740v6 200079-0000
1 IN WI NES WHEREOF, the Agency has executed this Certificate of Completion this
773 n' day of kyliL 201D
AGENCY:
REDEVELOPMENT AGENCY OF THE CITY
OF REDLANDS, a public body, corporate and politic
By
Agency Chairperson
ATTEST:
Sam Irwin, Secr tary
PARTICIPANT:
SHABAHANG-HATAMI FAMILY TRUST
(12/22/05)
By: 7'
Name: Shahrokh Shabahang
Its: Authorized Trustee
F-2
Docsoci'1380740v6/200079-0000
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is
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WITNESS my .nd and official- ea '
Signature
Pbce Notary seal Above Il. , Sairrata 1r Ilir ., Na ,
OPTIONAL r.
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattaci7tnent of this form to another document,.
Description of Attached Document
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EXHIBIT'A'
LOT 5. EXCEPTING THE EAST FOUR INCHES AND ALL OF LOTS 6 AND 7. IN BLOCK 9, TOWN MAP OF
REDLANDS. IN THE CITY OF REDLANDS. COUNTY OF SAN BERNARDINO. STATE OF CALIFORNIA—AS PER
MAP RECORDED IN
BOOK 5 OF MAPS, PAGE 10. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.