HomeMy WebLinkAboutContracts & Agreements_12-75 RDA_CCv0001.pdf •
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December 12, 1975
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Mr. Richard D. Jones, President r tieg-
R—J InvesLaents 714)7 DEC
610 Newport Center Drive, Suite 620 MAN
Newport Beach, CA 92660
°FOCE
RE: Redlands Mall
. '
Dear Mr. Jones :
Reference is hereby made to that certain Disposition and Develop-
ment Agreement entered into between the Redevelopment Agency of
the City of Redlands and Howard E. Connor dated June 14, 1975,
as modified by the Implementation Agreement executed by and be-
tween the Redevelopment Agency and R-J Investments dated
July 29, 1975.
The purpose of this letter is to reflect the mutual agreement
of the Agency and the Developer pertaining to certain provisions
of said agreements. It is understood and agreed by the Agency
and the Developer as follows :
1. The Developer, as identified in the Disposition and Develop-
ment Agreement and the Implementation Agreement, is Redlands
Mall Associates, a limited partnership, of which R-J Invest-
ments and Ernest W. Hahn, Inc. are the general partners.
2 . The Schedule of Performance attached to the Implementation
Agreement as Attachment No. 3 is modified in the following
respects:
vuT104,
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An Official Bicentennial City
Mr. Richard D. Jones
December 12, 1975
Page 2
A. The conveyance of title to the Developer shall occur
on or before December 31, 1975.
B. The commencement of construction by Developer shall
occur on or before December 31, 1975 and shall be
completed on or before March 15, 1977 .
C. The commencement of construction by Agency shall
' occur not later than October 1, 1976 and shall be
completed not later than February 15 , 1977.
D. The real property identified as "C" on Attachment leo. 1
shall be developed separately from the Site in accord-
ance with a schedule to be agreed upon by the Agency
and Developer.
3. The Scope o*f Development attached to the Implementation Agree-
ment as Attachment No. 4 is modified in the following respects :
A. Clause I B pertaining to Public Development, etc.
on page 4 shall read as follows :
"B. Rough grading with fill material as may be
required, properly compacted in accordance
with the recommendations contained in the
Soils Report prepared by Leroy Crandall and
Associates dated November 22, 1975. "
B. Clauses II A 1 and 2 on page 5 are amended by add-
ing "including any connection fees which may be
required by law. "
If the foregoing accurately states our mutual agreement, please
execute the copy of this letter which is enclosed and return it for
our records.
Very truly yours,
RV. ) ),‘
P. Mrr' tt, Jr.
RPM:my Acting Executive. Director '
Redlands Redevelopment Agency
APPROVED:
R-J INVESTMENTS
PY !\
R-J INVESTMENTS
SUITE 620 UNION BANK 61411-DING
RICHARD D. JONES 610 NEWPORT CENTER DRIVE AREA CODE 714
PRESIDENT NEWPORT BEACH, CALIFORNIA 92680 640-0961
August 26 , 1975
Redevelopment Agency of the
City of Redlands
City Hall
Redlands CA 92373
ATTENTION : MR. R. P . MERRITT, ACTING EXECUTIVE DIRECTOR
RE: REDLANDS MALL - LEASE REVENUE BONDS
Gentlemen:
As requested by your bond counsel , we are writing to you
to confirm certain agreements with respect to certain
property which you have conveyed or will convey to the
Developer in accordance with the Disposition and Develop-
ment Agreement entered into on or about June 14 , 1974 , and
the Implementation Agreement thereto entered into on or
about July 29 , 1975 .
It is understood by us , and it is agreed, that the deed or
deeds conveying property to us, or the agreement to be en-
tered into between us for the operation and maintenance of
the parking areas in Redlands Mall , will contain the follow-
ing covenants and restrictions:
1. That the surface and subsurface parking areas within the
Redlands Mall project will be used, managed and operated
solely to provide parking for members of the public;
2 . That said parking areas will not be used in the trade or
business of any person; and
3 . In the event that any revenues are received in connection
with the operation or management of such parking areas ,
the same will not be retained .
Very truly yours ,
A /
R-J INVESTMENTS
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By
RCHARD D. LIP, ES ,,,
Pres dent
DELIVERED BY HAND
R-J INVESTMENTS
UNION BANK BUILDING, SUITE 620
610 NEWPORT CENTER DRIVE
NEWPORT BEACH, CALIFORNIA 92660
August 15, 1975
Redevelopment Agency of the City of Redlands
City Hall
Redlands , California 92373
Attention: Mr. R. P. Merritt , Acting Executive Director
Re: Redlands Mall
Lease Revenue Bonds
Gentlemen:
As requested by your bond counsel, we are writing to you to confirm
certain agreements with respect to certain property which you have
conveyed or will convey to the Developer in accordance with the
Disposition and Development Agreement entered into on or about
June 14, 1974 , and the Implementation Agreement thereto entered
into on or about July 29 , 1975 .
It is understood by us , and it is agreed , that the deed or deeds con-
veying property to us, or the agreement to be entered into between us
for the operation and maintenance of the parking areas in Redlands
Mall, will contain the following covenants and restrictions :
1. That the surface and subsurface parking areas within the Redlands
Mall project will be used, managed and operated solely to provide
parking for members of the public patronizing the shopping center;
2. That said parking areas will not be used in the trade or business
of any person, except for public parking purposes incidental to
such trade or business ; and
3. In the event that any revenues are received by the Developer in
connection with the operation or management of such parking areas ,
the same will not be retained by the Developer except to offset
expenses incurred by the Developer in operating and maintaining
the parking areas on behalf of the Redevelopment Agency and the
City of Redlands .
Very truly yours ,
R-J INVESTMENTS
By t,4(,//
R chard D. Jo -s , President
ERNEST VV. HAHN, INC.
E137-
I2311 WEST EL ..EGUNDO SOULEVARO, HAWTHORNE. CALIFORNIA 90250 21 ,74,- -7/7151
January 18 , 1977
\- \
City of Redlands
City Hall
P. O. Box 280
Redlands, California 92373
ATT1 : ROBERT H. MITCHELL, CITY MANAGER - ACTING EXECUTIVE
DIRECTOR OF THE REDLANDS REDEVELOPMENT AGENCY
RE: CONSTRUCTION, OPERATION AND EASEMENT AGREEMENT
DATED NOVEMBER 1 , 1975 - REDLANDS MALL ASSOCIATES
REDLANDS MALL SHOPPING CENTER, REDLANDS , CALIFORNIA
Gentlemen:
This letter will serve as an Agreement, by and between
REDLANDS MALL ASSOCIATES , a California limited partnership in
which Ernest W. Hahn, Inc. , a California corporation, is a
general partner (Developer) , and the CITY OF RFDLANDS , a pub-
lic body, corporate and politic, duly created and functioning
under the laws of the State of California (City) , regarding
that certain Construction, Operation and Easement Agreement,
dated November 1 , 1975 (REA) , by and between the Redevelopment
Agency of the City of Redlands (Agency) , the City and Developer,
with respect to Redlands Mall Shopping Center (Center) .
This Agreement by and between Developer and City hereby
supplements and amends the REA with respect to Article III ,
Maintenance , Management and Operation of Parking Facilities .
All terms used herein that are defined in the RTA shall have
the same intent and meaning . Except as supplemented and amended
as set forth herein, the terms and conditions of the REA shall
remain in full force and effect.
In consideration of the mutual covenants, promises and
obligations set forth herein, the City and Developer hereby
agree as follows :
' 'he City and Developer hereby agree that Developer, also
known as Operator, pursuant to the REA, shall be entitled to
receive from the City for management exnenses , to include but
not limited to, expenses for overhead costs such as bookkeeping ,
office and clerical expense, in an amount of fifteen percent
(15%) of the total cost for maintenance and operation of the
parking facilities. The fifteen percent (15%) cost for manage-
ment expense shall not include such items as premiums for
HAYWARDOFFICE: 20759 CORSAIR En-Va. (PD BOX 41761 HAYVVARO. CALIFORNIA 94545 • PHONE (4151 7E35-2550
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,
City of Redlands
January 18 , 1977
Page Two
insurance required to be carried by Operator, taxes and assess-
ments of any kind levied upon the parking facilities, or any
other cost or expense morQ specifically set forth in Article
III-D of the REA. The C y and Developer agree that management
costs shall be determinc the same as calculated by Developer
in similarly operated po facilities wherein Developer is
the Operator, pursuant to Parking Facilities Operation Agree-
ments. The City agrees to be billed directly for any and all
utility charges and expenses.
The City and Developer agree that this Agreement supple-
ments and amends the REA as stated herein.
Very truly yours,
REDLANDS MALL ASSOCIATES , a
California limited partnership
By: ERNEST W. HAHN, INC. , a
California corporation,
GeneralVartner
,
/ t‘By ar,-/1/4-------
Approved and Accepted this
fr-f -al,f-
i day of cti-c‹. , 1977 .
THE CITY OF REDLANDS, a public
body, corporate and politic
)9-7
By lactt/-1 716"
Rob rt H. Mitchell,
City Manager
cc: Richard D. Jones, Esq.
Jeremy V. Wisot, Esq.
Ronald E. Hahn
Terry D. Wimberley
Maynard Rice
Dale Nelson
John R. Raynoha
Hal A. Young , Jr. , Esq.
RECORDED AT EQuES eoc.8917
AND MAIL TO
-,UED IN OFFICIAL 'KLcORDS
RA).A., Cm' ketkevoc, APR 8{) 1976 AT 12 3 J P.M.
I�r-.oE. a x a$0 � v. DENNIS WARDLE
FEE
1t)L- /-iANOS/ lrA .9237 3 nCLERK RE( ORDER
BERNARDINO COUNTY, CALIF..
CONSTRUCTION, OPERATION AND EASEMENT AGREEMENT
THIS AGREEMENT, made and entered into as of November 1, 1975 ,
by and between the REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS , a
public body , corporate and politic , organized and existing under the
Community Redevelopment Law of the State of California, hereinafter
referred to as "Agency" , the CITY OF REDLANDS , a municipal corporation,
hereinafter referred to as "City" , and REDLANDS MALL ASSOCIATES , a
California limited partnership , hereinafter referred to as "Developer" ,
WITNESSET H:
WHEREAS , City has adopted and Agency is implementing a
Redevelopment Plan for the central part of the City of Redlands pur-
suant to the Community Redevelopment Law of the State of California ,
a portion of which is to be redeveloped and improved into a retail
shopping center and adjacent and subjacent parking facilities , which
portion is legally described in Part 1 of ''Exhibit A" and is shown on
"Exhibit B" attached hereto and incorporated herein by reference , and
is hereinafter referred to as the "Site" ; and
WHEREAS , on or about June 14 , 1974 , Agency and Developer ' s
predecessor entered into a written Disposition and Development Agreement ,
which was modified by a written Implementation Agreement entered into
by Developer and Agency on or about July 29 , 1975 , and by a letter agree-
ment executed concurrently herewith, which agreements collectively are.,I
W 7
hereinafter referred to as the "DDA" , by which Agency agreed , among
other things , to acquire the Site and to demolish existing structures
and improvements thereon and to convey to Developer certain portions of
the Site, which portions are legally described on Part 2 of "Exhibit A" ,
and are hereinafter collectively referred to as the "Developer Tract" ;
and •
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410
B°C'8317 -.A11.85
WHEREAS , Agency further has agreed by said DDA to construct
upon the real property retained by it within the Site , which property
is legally described in Part 3 of "Exhibit A" , and which is herein-
after referred to as the "Agency Tract" , certain surface parking
facilities and other improvements incidental thereto ; and
WHEREAS , Developer has agreed to construct upon the Developer
Tract certain commercial buildings , some of which are to be connected
by an Enclosed Mall , and a parking garage beneath a portion of said
buildings , which parking garage is to be located within the property
which is legally described in Part 4 of "Exhibit A" ; and
WHEREAS , 'City has leased from Agency the Agency Tract for a
term commencing on February 15 , 1978 , or such other date that Agency
shall notify City in writing that the Agency Tract or any portion
thereof is available for use by City for parking purposes , and termi-
nating on May 1, 2009 , or such earlier date that all principal
and interest , together with premiums , on the revenue bonds issued by
Agency to finance the construction of the improvement which it is
to construct pursuant to the DDA have been paid and all security
devices executed in connection therewith have been discharged , and
upon the termination of said lease title to the Agency Tract will
vest in City , which lease is hereinafter referred to as the "City
Lease" ; and
WHEREAS , pursuant to said lease , City has agreed to operate
and maintain the Agency Tract during the term thereof as a public
parking facility ; and
WHEREAS , Agency , City and Developer desire to make inte-
grated use of the tracts of land owned or leased by each and to
develop , operate and maintain their respective tracts as a retail
shopping center and public parking facilities , which collectively
• S
Booi8917 ..,._186
•
are hereinafter referred to as the "Shopping Center" , and in order
to accomplish such purpose and the objectives of the Redevelopment
Plan, it is necessary for the parties to this agreement to grant
certain easements on, to, over, across and through their respective
tracts and to make certain provisions for the construction , main-
tenance, management and operation of the Parking Facilities to be
located thereon;
NOW, THEREFORE , in consideration of the foregoing and the
respective covenants and agreements of the parties to this agreement
as hereinafter set forth, IT IS AGREED as follows :
I . DEFINITIONS
As used hereinafter in this agreement , the following terms
shall have the following respective meanings :
A. The term "Agency Improvements" shall mean the improve-
ments constructed on the Agency Tract for the parking of motor
vehicles , including all surface parking areas , all incidental and
interior roadways , ramps , bridges , sidewalks , walkways , curbs ,
driveways , parking lot lights , traffic signals , paving, striping and
landscaping within or adjacent to areas used for parking of motor
vehicles , together with all other improvements which Agency is
required to construct under the DDA or hereunder or which at any
time may be constructed on the Agency Tract (except for items
installed pursuant to the easements granted under Section IV C ) ,
such as additions to the Parking Garage as provided in Section II A ,
utility systems and connections thereof to existing public systems ,
street lighting and other necessary off-site improvements . (See3
icontnued)
B. The term "Developer Improvements" shall mean the
Enclosed Mall and the commercial buildings to be located on the Site .
410 I . DEFINITIONS -0K
B°C.8317 Af.:1.187
• A. (Continued)
Agency improvements also shall include the sidewalks
and trellis surrounding the Developer Improvements, even
though the same may be located on the Developer tract,
provided that upon completion thereof such sidewalks and
trellis shall be maintained by, and taxes and insurance
thereon shall be the responsibility of Developer notwith-
standing Section III C.
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8OC"8317 4!7 .1.1.63E3
C. The term "Major" means any Occupant (as hereinafter
defined) of space within the Developer Improvements which exceeds
25,000 square feet .
D. The term "Occupant" shall mean Developer and any
person from time to time entitled to use or occupy any portion of
the Developer Improvements under any lease or other instrument or
agreement, and specifically shall include The Harris Company and
Von' s Grocery Co. and their respective successors and assigns .
E. The term "Operator" shall mean the person authorized
to perform and responsible for the maintenance and operation of
the Parking Facilities .
F. The term "Parking Facilities" shall mean the Agency
Improvements and the Parking Garage as hereinafter defined .
G. The term "Parking Garage" shall mean the structure to
be constructed within the property described in Part 4 of "Exhibit A" ,
including footings , foundations , columns and slabs which may support
in some degree the Developer Improvements , but not including the struct-
ural slab of the Developer Improvements .
H. The term "Permittees" shall mean all Occupants and
their respective officers , agents , employees , contractors , customers ,
invitees, licensees , subtenants and concessionaires .
I. The term "Project Architect" shall mean Charles Kober
Associates , or such other architect or architects duly licensed to
practice in the State of California as may from time to time be
designated by Agency and Developer.
II. DESIGN AND CONSTRUCTION OF IMPROVEMENTS C,,
A. Parkin; Garage . Developer agrees to construct the
S S Ex!831.7
therefor prepared by the Project Architect and approved by Agency
and Developer. Such construction shall be commenced and completed
on a schedule which will permit the construction and completion of
all of the Developer Improvements on or before March 15 , 1977.
Although the general construction of the Parking Garage
is to be performed by Developer, Agency acknowledges that certain
aspects of such construction are its responsibility, which are
generally identified as surface striping and bumper installation,
if any, installation of fire sprinkler system, electrical system
and ventilation system, painting, earthwork, removal of utilities,
perimeter walls, ceiling and floor of building area adjoining the
east end of Parking Garage and the stairways located at the west
end of the Parking Garage. The work to be performed by Developer
and Agency with respect to the Parking Garage shall be as shown on
separate sets of drawings identifying the work to be performed by
each, showing the approval signatures and dates thereof of Developer
and Agency. The drawings shall also indicatc any amendments with
appropriate signatures and dates . Approval signatures shall be on
original drawings only with originals held by the Project Architect.
No reproducibles shall be released by the architect. Cost of the
design of the Parking Garage shall be paid by the Agency. Any
change made during construction shall be documented by revision and
authentication of the original drawings .
B. Agency Improvements. Agency has engaged the services of
the Project Architect for the purpose of designing and preparing the
plans and specifications for all Agency Improvements to be located on
the Site, including landscaping, landscape irrigation, lighting , storm
drainage, paving, planters, retaining walls and other related facilitie
Tv.i-NNTiAA A OnM111PtIA Ana usable parking area. Agency
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80Cr8317 -A1130
agrees to submit all plans , including proc,ressive working drawings ,
to Developer for approval. Agency will allow Developer reasonable
time for review and provide a space for approval by Developer in
the title block on all original drawings . The Project Architect
shall retain all original drawings and distribute only updated copies
with proper revision approvals . Developer shall return all progress
drawings with comments within thirty ( 30 ) days from receipt . Failure
to do so will be construed as acceptance without comment . Any request
for change to a progress drawing shall be in writing with the reasons
stated . Agency shall cause the Project Architect to make such changes
as requested by Developer unless the same are unreasonable or unneces-
sary , in which case Agency shall advise Developer of its reaz-ons .
Agency shall cause plans to. be submitted to Developer
for approval showing the following items , whether or not prepared by
the Project Architect :
1. All access roadways , exterior boundary wails or
fences , curbs , curb cuts , entrance driveways , interior roadways and
utility loop systems and lines ;
2. A composite parking layout for all of the parking
areas , including paving, striping, bumpers , curbs , islands and loca-
tion of electroliers and lighting systems ;
3. A composite landscaping plan specifying overall
plant materials and planting;
4 . Storm sewers and drains , sanitary sewers and other
drainage lines or systems , water , telephone , gas , electric power and
other utility lines , conduits and systems , including taps for coin-
mercial connections to the Developer Improvements and extensions
thereof situated outside the Site , to be connected to estab11 :;hed
Afh
BOU!,8317 AA1.H31
public utility systems, and fire hydrants, lighting facilities and
other similar facilities for common use:
5. Improvement of adjacent streets and other off-site
improvements;
6. The location and extent of sidewalks and trellis
abutting the Developer Improvements and around the perimeter of the
Site, and
7 . The conditions, standards and architectural treat-
ment under which all such improvements shall be located, constructed
or installed.
After the plans for the construction of the Agency
Improvements have been approved , Agency agrees not to cause nor permit
any changes to be made thereto without theprior approval of Developer .
Agency agrees to cause the Agency Improvements to be
constructed in accordance with the plans and specifications therefor
approved in accordance with this Section II B, or with respect to
Agency Improvements within the Parking Garage , the plans and specifi-
cations described in Section II A. Such construction shall be com-
menced not later than October 1 , 1976 , and shall be completed on or
before February 15 , 1977.
C. Developer Improvements . Developer has engaged the
services of the Project Architect for the purpose of designing and
preparing the plans and specifications for all Developer Improvements
except the premises to be occupied by Von's Grocery Co . The Project
Architect has been engaged by Developer to incorporate the Von ' s store
design in the overall project and provide any required coordination of
design to insure a complete and compatible design of all improvements
in the Shopping Center, including the improvements to be made by Agency .
Developer agrees to coordinate all plans . includirw proFressive workinF
'0
BOc!891.7 -4fA192
Developer will allow Agency and City reasonable time
for review and provide a space for approval by Agency , insofar as
compatibility is concerned, in the title block on all original draw-
ings . The Project Architect shall retain all original drawings and
distribute only updated copies with proper revision approvals .
Agency shall retUrn all progress drawings with comments within
thirty ( 30) days from receipt . Failure to do so will be construed
as acceptance without comment . Any request for change to a progress
drawing shall be submitted in writing with the reason stated .
Developer shall cause the Project Architect to make such changes as
requested by Agency unless the same are unreasonable or unnecessary ,
in which case Developer shall advise Agency of its reasons .
Developer agrees to commence and prosecute the construc-
tion of the Developer Improvements in accordance with a schedule
mutually approved by Agency and Developer which will permit the open-
ing of the Developer Improvements for business not later than
April 1, 1977 .
D. General Construction Requirements . Agency and Developer
agree to perform their respective construction obligations ( 1) so as
not to cause any increase in the cost of constructing the remainder
of the Shopping Center or any part thereof , which is not reasonably
necessary , ( 2 ) so as not to unreasonably interfere with any construc-
tion work being performed on the remainder of the Site , or any part
thereof, or ( 3 ) so as not to unreasonably interfere with the use ,
occupancy or enjoyment of the remainder of the Site or any part thereof
by each other or by any Occupant , or by their respective authorized
representatives .
50C°8917 'A 11133 •
Agency and Developer agree to hold each other harmless
from all claims , including any action or proceedings , including
attorneys ' fees , resulting from any accident , injury or loss or
damage whatsoever occasioned to any person or to the property of any
person as shall occur by reason of the performance of any construction
work by either. Developer and Agency and any contractor working under
their supervision on the Site shall provide to the other certificates
of insurance , including a thirty ( 30) day notification prior to can-
cellation, showing as a minimum the following coverage :
All General Contractors and Heavy Sub-Contractors :
Bodily Injury $1,000, 000 . each person
1, 000 , 000 . each occurrence
1,000, 000 . aggregate products -
completed operations
Property Damage - Auto 300 ,000 . each occurrence
Property Damage , other 300 ,000 . each occurrence
than auto 300 , 000 . aggregate , ail other
Light Sub-Contractors and others :
Bodily Injury $300 ,000 . each person
500 ,000 . each occurrence
500 ,000 . aggregate products -
completed operations
Property Damage - Auto 300 , 000 . each occurrence
Property Damage , other 300 ,000 . each occurrence
than auto 300 , 000 . aggregate , all other
Workmen' s Compensation and Employer' s Liability - Statutory Limits
Bur 8917 .Ay1.1.94
Agency and Developer agree that all construction to be
performed hereunder by either shall be done in a good and workmanlike
manner, with first-class materials and in accordance with all appli-
cable laws, rules, ordinances and regulations of the State of California
and the City of Redlands. Each party shall pay all costs, expenses,
liabilities and liens arising out of or in any way connected with such
construction.
The parties hereto each severally covenant and agree
to indemnify and hold harmless each other and the Tract of each
other party against liability, loss, damage, costs or expenses,
including attorneys ' fees, on account of claims of lien of laborers
or materialmen, or others, for work performed or supplies furnished,
in connection with their respective improvements, and in the event
that any Tract shall become subject to any such lien on account of
work performed, or supplies furnished in connection with any other
Tract, the party performing such work shall, at the request of the
party owning or leasing the Tract subject to such lien, promptly
cause such lien to be released and discharged of record, either by
paying the indebtedness which gave rise to such lien, or posting
such bond or other security as shall be required by law to obtain
such release and discharge.
Wherever under the terms of this agreement any party
is permitted to perform any work upon the Tract of another party,
it is expressly understood and agreed that such party will not
permit any mechanics ' or materialmen' s or other similar liens to
.‘1
stand against the Tract upon which such labor or material has been
furnished in connection with any such work performed by any such
party. Such party may bond and contest the validity of any such
lien, but upon final determination of the validity and the amount
thereof, such party shall immediately pay any judgment rendered,
with all proper costs and charaes. and shall have the lien released
411 BoD8317 'AA1.95"
E. Transfer of Parking Garage. Upon completion by
Developer of all construction which it is required to perform hereunder
with respect to the Parking Garage, it may at its option offer to convey
the Parking Garage to the Agency, and if Developer exercises such option,
Agency agrees to accept the conveyance of the Parking Garage from
Developer. Upon such conveyance, Agency agrees to pay to Developer the
interest expense incurred by Developer to finance the construction of
the Parking Garage.
F. Accounting for Parking Garage Costs . Developer agrees
to maintain books and records reflecting the cost incurred by it in
constructing the Parking Garage which shall identify such costs separately
from the costs to the Developer of constructing the Developer Improvements
Upon completion of construction of the Parking Garage, a determination
shall be made of the total cost of constructing the Parking Garage, less
the cost of footings and foundations included therein which would be
necessary to support the Developer Improvements above the Parking Garage
if the same were to be constructed on grade, and such total costs shall
be compared to the product of the total number of square feet of Developer
Improvements multiplied by four dollars ($4 .00) . If the total cost of
the Parking Garage so determined shall be less than such product,
Airify
Developer shall pay efie'deficiency so determined to Agency and if such
total cost is more than such product, Agency shall pay such excess to
Developer.
III . MAINTENANCE, MANAGEMENT AND
OPERATION OF PARKING FACILITIES
A. Use of Parking Facilities . The parties agree that
during the term of this agreement and any extension thereof the Parking
Facilities shall be used, managed, maintained and operated as hereinafter
provided to provide parking on a non-exclusive basis for members of the
pm 8917 rA A196
general public and for pedestrian and other uses incidental
thereto. The Agency, the City and the Developer, as their interests
may appear, covenant for themselves and their respective
successors and assigns that for the term of this agreement or any
extension thereof the Parking Facilities shall be available for
said purposes, that they shall be maintained, managed and
operated as provided in Section III C, and that there shall be
sufficient parking within the Parking Facilities so that the
ratio of automobile parking spaces within the Parking Facilities
to the total gross floor area of the Developer Improvements ,
exclusive of the Enclosed Mall , shall be not less than 5 . 11
spaces per 1, 000 square feet, and that there are not less than
907 standard-size automobile parking spaces.
lla -
CORRECTED COPY
DECEMBER 18, 1975
Boc?8917 .A1197
•
B. Appointment of Developer as Operator. Agency and
City, as their respective interests in the Parking Facilities may
appear from time to time, subject to the provisions of Section III F,
hereby designate Developer as Operator and grant to Developer,
including any person succeeding to the entire interest of Developer
in the Developer Improvements, the right and authority, as the
agent of Agency and City, and either of them, for the term of this
agreement and any extension thereof, to operate, manage, maintain
and control the Parking Facilities in accordance with this agree-
ment, the DDA and the Redevelopment Plan.
C. Standards of Maintenance. Except as hereinafter
expressly provided, Operator shall manage, operate and maintain
or cause to be managed, operated and maintained the Parking Facilities
as the agent of Agency and City in good order, condition and repair,
subject to reimbursement by Agency or City for the costs of perform-
ing such management, operation and maintenance as hereinafter provided.
Without limiting the generality of the foregoing,
Operator shall perform the following items of work with respect to
the Parking Facilities :
1. Maintain the Parking Facilities in a clean, neat
and orderly condition, including removal of all debris, papers,
filth and refuse which may accumulate thereon, and wash or thoroughly
sweep paved areas as required;
2. Maintain all surfaces of the Parking Facilities
level, smooth and evenly covered with the type of surfacing material
originally installed thereon or such substitute therefor as shall be
in all respects equal thereto in quality, appearance and durability;
I 1,
3 . Maintain such appropriate entrance and exit and
directional signs, markers and lights as shall be reasonably required
. for use of the Parking Facilities in accordance with practices pre-
vailing in the operation of similar areas in the community;
3a. Provide personnel to patrol the Parking Facilities
I,
•
BUD 8917
•
4 . Clean lighting fixtures and relamp the same as
needed to maintain lighting with electric • time switches on a
seven (7 ) day program and clean and repair the electric switching
equipment ;
5. Repaint striping, markers , directional signs and
similar signs as necessary to maintain the same in first-class
condition;
6. Maintain landscaping as necessary in a first-class
thriving condition, including the landscape irrigation system;
7 . Empty and wash trash containers at intervals
sufficient to maintain the same in a clean condition ;
8. Clean all catch basins on a schedule sufficient
to maintain all storm drain lines in a free-flowing condition and
inspect and keep in proper working order all mechanical equipment
related to storm and sanitary sewer facilities ;
9. Recommend to Agency or City for approval reason-
able and non-discriminatory rules and regulations for the use of the
Parking Facilities by Occupants and Permittees ; and
10. Maintain and repair all utilities ' systems located
upon or serving the Parking Facilities , except as the same may be
required to be maintained by franchised utility companies .
D. Costs of Common Area Management, Maintenance and
Operation. Except for the cost related to the sidewalk and land-
scaping surrounding the Developer Improvements which are located on
the Developers Tract, which cost shall be borne by the Developer, all C.
costs necessarily or reasonably incurred by Operator in connection
with the management, maintenance or operation of the Parking Facilities
shall be borne by Agency or City.
At least forty-five (45) days prior to the initial
•
aue.S.817 -Arla.59
thereafter (July 1 une 30) , Operator shall p are and submit
to Agency or City a budget for the estimated cost of managing,
maintaining and operating the Parking Facilities for the ensuing
fiscal year or portion thereof. The budget shall segregate costs
of custodial services from those for repairs and alterations . The
budget prepared by Operator shall be reviewed and approved by
Agency or City in accordance with the usual procedures for budget
approval of City. Operator, Agency or City shall attempt to resolve
any differences which they may have over the proposed budget for
the ensuing fiscal year and such budget shall be finally approved
not later than the commencement of such ensuing fiscal year. If
such differences cannot be resolved by the parties, the same shall be
submitted to arbitration, by one arbitrator to be selected by the
Agency or City and one selected by Developer, and a third appointed
by the two arbitrators so selected.
Agency or City shall pay to Operator on the first
day of each calendar month after the initial opening of the
Parking Facilities for use by the public and for so long as there
shall be an Operator other than Agency or City , an amount equivalent
to one-twelfth (1/12) of the approved budget for the current fiscal
year, except that for partial fiscal years such sum shall be in an
• amount which will result in equal monthly payments over such partial
fiscal year. Within sixty (60) days after the close of each fiscal
year, Operator shall render to Agency or City a final accounting of
the expenditures made by Operator during the preceding fiscal year
for the management , maintenance and operation of the Parking Facilities
and if the total amount of such expenditures is less than the total
proposed budget , such excess shall be reimbursed to Agency or City
or credited toward payments due in the future . Any expenditures
which may become necessary and which arc beyond the budget approved
•
• boc789/.7 ,11.200
by Agency or City must first be approved by Agency or City. Agency
or City shall have the right at its expense to audit Operator 's books
and records upon reasonable notice not more than once for each fiscal
•
year.
Without limiting the nature or types of costs and
expenses which may be included in the budget or expenditures relat-
ing to the management, maintenance and operation of the Parking
Facilities, such budget and expenditures shall include amounts for
the following items :
1. All items of work described in Section III C;
2. All premiums for insurance required to be carried
by Operator under Section III E of this agreement; and
3. All taxes and assessments of any kind or nature
levied upon, imputed by virtue of or measured by the value of the
Parking Facilities, the Agency Improvements and the Agency Tract,
including taxes and assessments levied against or charged to Operator,
Developer or any other Occupant in lieu of. ad valorem taxes upon
or by reason of any interest, estate or benefit in the Parking
Facilities, the Agency Tract or the Agency Improvements.
Agency or City agrees to indemnify and hold harmless
Operator, Developer and each Occupant from and against all claims,
demands, liens, causes of action and expenses, including reasonable
attorneys ' fees, for, related to or arising in connection with all
such costs and expenses described in the preceding paragraph.
Operator shall not be entitled to receive any profit
in connection with the management, maintenance and operation of the
Parking Facilities, but may include as part of its expense any
overhead costs directly attributable thereto, such as bookkeeping,
office and clerical expense.
Bv8311.7 -A' ,1201
E. Indemnification and Insurance.
1. Indemnity and Public Liability Insurance.
Operator, as the agent of Agency or City, hereby agrees to and
does indemnify each other party to this agreement, respectively,
against and from all claims, demands and causes of action, and
liabilities, costs and expenses, including reasonable attorneys '
fees incurred in connection therewith, arising from or as a result
of the death or injury to persons or loss or damage to property
occurring in or about the Parking Facilities except such damage,
loss or injury as may be caused by the sole negligence of such
party. Operator shall at all times during the term of this agree-
ment maintain or cause to be maintained in full force and effect
comprehensive public liability insurance covering the Parking
Facilities with a financially responsible insurance company or
companies, including coverage for any accident resulting in per-
sonal injury to or death of any person and consequential damage
arising therefrom, and including comprehensive property damage
insurance in the amount of not less than One Million and No/100
Dollars ($1, 000,000.00) per occurrence. Agency, City and each
Major shall be named as additional insureds under such policy. Such
insurance shall expressly insure the indemnity of Operator contained
herein.
2. Fire and Extended Coverage Insurance. Agency or
City shall for the term of this agreement keep or cause to be kept
a policy or policies of insurance against loss or damage to the
Parking Facilities and appurtenances and permanent equipment result-
ing from fire, lightning, vandalism, malicious mischief, riot and
civil commotion and such other perils ordinarily included within the
term "extended coverage", and earthquake, and such other perils as
Aft
BOC.,.891.7 1202
•
Agency or City and Developer may agree should be insured against ,
in amounts equal to the full current actual replacement value of
the Parking Facilities , with only such deductibles , exclusions
from coverage and limitations as are necessary to obtain reason-
able premium rates from reputable insurance companies .
3. General Provisions . All policies of insurance
required hereunder shall be issued by insurers of recognized
responsibility , licensed and permitted to do business in the State
of California. Such policies shall provide that the same may not
be cancelled or materially altered without at least thirty ( 30 )
days ' prior written notice to Agency , City and Developer . All
parties to this agreement shall be furnished certificates of such
insurance . The limits of such insurance. shall be periodically
reviewed for the purpose of determining whether the same should be
increased from time to time to amounts which may be reasonable and
customary for facilities of like size and operation. Any insurance
may be carried under a policy or policies covering other properties
owned or controlled by the party carrying the same , provided that
such policy or policies allocate to the insurance obligations of
this agreement an amount not less than the amount of insurance
required to be carried pursuant hereto.
F. Replacement of Developer as Operator. In the event
that Operator shall fail to manage , maintain and operate the
Parking Facilities as provided in this agreement , and any party to
this agreement or any Major shall have notified Agency or City and
Developer in writing that it is dissatisfied with the performance
by Operator of its duties as Operator, specifying with particularity
the respects in which it considers Operator' s performance to be
unsatisfactory , Agency or City shall have the right , upon the failure
•
f300 8317 7E1203
of Operator to cure any default with respect to its obligations
within thirty ( 30 ) days after such written notice, or in the event
the same cannot reasonably be cured within thirty ( 30 ) days , to
have commenced to cure the same within such thirty ( 30 ) day period
and to have diligently proceeded to cure such default , to designate
another person acceptable to the Developer and Majors as Operator
under this agreement, in which case such designee shall succeed
to all rights and obligations of Operator as specified in this
agreement, and by such succession shall be deemed to have assumed
the covenants of Operator contained in this agreement.
In the event that at any time during the term of this
agreement there shall not be any person performing the duties of
Operator in accordance with this agreement , Agency or City shall
perform such duties until such time as a new Operator is designated
by Agency or City , which designation shall be subject to the approval
of Developer.
G. Charges for Parking. Operator shall not impose nor
permit the imposition of any charge for the Use of the Parking
Facilities without the consent of Agency or City ; provided , however ,
that the provisions of this Section III G shall not apply to charges
of any kind whatsoever imposed by any governmental authority on the
Agency , the City , the Operator, or any Occupant or Permittec as
part of a parking management program, transportation control plan ,
or other governmental regulation of parking; and provided , further,
that Developer may charge to and collect from Occupants the costs
and expenses , if any , incurred by it as Operator which arc not paid
or reimbursed by Agency or City as provided in Section Ill D.
, „
40
gOe 8917
A system of validation parking may be instituted by
Operator, provided that any such proposed system and the charges
and hours permitted by the Operator without charge shall be sub-
mitted to the Agency or City and the Majors for approval prior to
the institution of such a system. In the event such a validated
parking system is instituted by Operator, the Operator shall pay to
the Agency or City any amount collected by Operator in excess of
actual out-of-pocket amounts expended by Operator to establish and
administer such a system.
IV. EASEMENTS
A. Non-exclusive Easements Up on Agency Tract for
Automobile Parking and Pedestrian and Incidental Uses . Agency
and City, as their interests may appear, hereby grant to Developer
and to each other Occupant , for their respective use and for the
use of their respective Permittees , in common with all others
entitled to use the same , easements on, to, over, across and
through the Agency Tract (1) for ingress to and egress from the
Developer Improvements , (2) for the passage and parking of motor
vehicles , ( 3) for the passage and accommodation of pedestrians , and
(u ) for the doing of such other things as are authorized and required
to be done on the Agency Tract pursuant to this agreement .
Agency and City further grant the right and authorize
Developer to grant the easements hereinabove described to Occupants
for their respective use and for the use of their respective Permittees ,
in common with all others entitled to use the same , from time to time
during the term of this agreement .
The easements granted by this Section IV A shall con-
411
BoC 8317 -a E12O5
• B. Non-exclusive Easements for Utility :services . Agency
and City , as their interests may appear , hereby grant to Developer
and to each other Occupant non-exclusive easements on, to , over,
under, across and through the Agency Tract for the operation, flow
and passage and use of sewers , water and gas , electrical power ,
telephone service and other utilities serving the Developer
Improvements and the Parking Garage . Developer grants to Agency
or City and to Operator non-exclusive easements for similar purposes
upon the Developer Tract , provided that the same shall not interfere
with the beneficial use or occupancy of the Developer Improvements .
The easements granted by this Section IV B shall con-
tinue as long as the Developer Improvements or the Parking Garage ,
as the case may be , are in existence or are required or planned to
be reconstructed.
C. Easements for Construction. Agency and City, as
their interests may appear, hereby grant to Developer non-exclusive
easements upon and over the Agency Tract for the purpose of facili-
tating construction work on the Developer Tract, including the
storage of construction materials, supplies and equipment, the
erection of construction shacks and other temporary facilities,
improvements and utilities incidental to such construction, the
parking of automobiles of contractors and their employees and others
engaged in work upon the Site and similar purposes . Such easements
shall exist so long as the Developer Improvements are in existence,
provided that they shall be used only during the period of initial
construction of the Developer Improvements and the Parking Garage t
and during any period of reconstruction thereof. The exercise of
egg.
B cf.8317 AE1.2C/6
such easements shall be preceded by a written request accompanied
by a map designating the areas and uses for such easements , which
shall be approved by Agency , such approval not to be unreasonably
withheld.
D. Easements for Encroachments . Agency and City , as
their interests may appear, hereby grant to Developer and to each
other Occupant non-exclusive easements , on, to , over , under , across
and through the Agency Tract of ( 1) footings , foundations and
supports for the Developer Improvements to a maximum lateral dis-
tance of six feet , and ( 2 ) canopies , flag poles , roof and building
overhangs , awnings , alarm bells , signs , lights and lighting devices
and other similar appurtenances to the Developer Improvements to a
maximum lateral distance of fourteen feet . Such easements shall
exist so long as the Developer Improvements are in existence or are
required or planned to be reconstructed.
E . Easements for Support of Developer Improvements .
Developer hereby declares , fixes and establishes for the benefit
of the Developer Improvements , and each owner and Occupant thereof
from time to time easements on, to, over, under, across and through
the Parking Garage for the attachment and adequate support of that
portion of the Developer Tract and the Developer Improvements which
are situated above the Parking Garage , including the construction ,
installation, maintenance , repair and reconstruction by Agency or
City for the benefit of and use by Developer and other Occupants of
such Developer Improvements of necessary columns , footings , founda-
tions , slabs and other structural elements determined by the Project
Architect necessary to the safe and secure structural support of
said Developer Improvements . Such easements shall remain in exist-
ence so long as the Developer Improvements are in existence or are
. .
BOD8317 4A207
F. Easements for Pedestrian Transportation . Developer
hereby declares , fixes and establishes for the benefit of the
Developer Improvements and each owner and Occupant thereof from
time to time easements on, to, over, under and across the Parking
Garage for the purpose of constructing, installing, attaching,
maintaining and operating means of access or transportation for
pedestrians from the Parking Garage to the Developer Improvements ,
including elevators , escalators , stairways , bridges and ramps .
Such easements shall remain in existence so long as both the
Parking Garage and the Developer Improvements are in existence .
G. Location of Easements . The location of the easements
described in Section IV B, IV C, IV D, IV E and IV F shall be sub-
ject to the approval of the owner of the tract burdened thereby ,
which approval shall not unreasonably be withheld, and upon com-
pletion of construction of the facilities for which easements are
granted under Section IV B, IV C and IV D, Developer , Agency and
City , upon the request of any of them, shall join in the execution
of an agreement in recordable form appropriately identifying the
type and location of each such respective facility .
H. Dominant and Servient Tenements . Each easement granted
herein is granted expressly for the benefit of the tract of the
grantee thereof, which shall be the dominant tenement , and the tract
upon which the easement is located shall be the servient tenement ,
but where only a portion of a tract is bound and burdened , or bene-
fited, by the particular easement , only that portion so bound and
burdened , or benefited , as the case may be , shall be deemed to be
the servient or dominant tenement . Any easement granted purauant
to the provisions of this section may be abandoned or terminated by
execution of an agreement so abandoning or terminat3ng the same by
— . , .
BOD8917 -41.208
I. Reservation of Ea:,;cment:-, hon a TranlICer i flecribcd
in Section II E . In the event that Developer transfers the Parking
Garage to Agency as provided in Section II E , Developer agrees to
make such conveyance and Agency agrees to accept the same with the
. reservation of easements for the benefit of the Developer Improve-
ments and each owner and Occupant thereof for the purposes described
in Section IV A, B, D, E and F hereof.
V. DAMAGE AND RECONSTRUCTION
A. Parking Facilities , In the event that during the term
of this agreement the Parking Facilities , including the Parking
Garage , or any portion thereof, are damaged or destroyed ty fire ,
earthquake or other casualty or event so that they become wholly or
partly unusable , Agency or City shall rebuild and repair the same
so that they shall be restored to use as contemplated by the plans
and specifications prepared pursuant to Section II A and E ; provided
that Agency or City shall not be required to rebuild and repair any
greater portion of the Parking Facilities than shall be required to
provide safe and adequate support for the Developer Improvements
situated or to be reconstructed above the Parking Garage and to
provide 5 . 11 parking spaces per 1 ,000 square feet of floor area of
the Developer Improvements .
Notwithstanding the foregoing, such rebuilding or repair
shall not be required after the expiration of the City Lea:-,e unless
at the same time that such work is commenced Agency or City sha] l
have received from Developer assurances in writing that it. will con-
tinue to operate at least 75,000 square feet of the building:; Con-
stituting the Developer Improvements , excluding, the Encloed MA1 ,
e,, r,c.1,1n(1 nr nnt 1ess than ten ( 10)
gait
BOCi8917 itgg E 1209
Agency agrees that during the term of the City Lease ,
providing at least 75 ,000 square feet of the buildings constituting
the Developer Improvements , excluding the Enclosed Mall , are in
existence and are being operated as a retail shopping center , or
are being reconstructed for that purpose , it will not exercise its
right under Section 9 (b ) of the City Lease to use the proceeds of
any insurance to retire any outstanding securities or other debts
or liabilities of the Agency except for proceeds which are in excess
of the amount necessary to complete such rebuilding and repair .
B. Developer Improvements . If during the term of the
City Lease the Developer Improvements , or any portion thereof,
are damaged or destroyed by fire or other casualty or event
so that they become wholly or partly unusable , Developer shall rebuild
and repair the same so that they shall be restored to use as contem-
plated by the original plans and specifications for the Developer
Improvements ; provided that Developer ' s obligation to restore any
portion of the Developer Improvements which may be situated above
the Parking Garage shall be conditioned upon the performance by
Agency or City of its obligation to restore the Parking Garage or
such portion thereof as may be necessary to provide safe and adequate
support for such Developer Improvements .
Developer shall for the term of the City Lease keep or
cause to be kept a policy or policies of insurance against loss or
damage to the Developer Improvements and appurtenances and permanent
equipment resulting from fire, lightning, vandalism, malicious mis-
chief, riot and civil commotion and such other perils ordinarily
included within the term "extended coverage" in an amount equal to
the full current actual replacement value of the Developer Improve-
ments with only such deductibles , exclusions from coverage and
410
BOD 8-917 4 1210
limitations as are necessary to obtain reasonable premium rates
from reputable insurance companies . Such policies shall provide
that the same may not be cancelled or materially altered without
at least thirty ( 30 ) days ' prior written notice to Agency or City .
Agency and City shall be provided with .a certificate of such
insurance . The limits of such insurance shall be periodically
reviewed for the purpose of determining whether the same shall be
increased from time to time to amounts which may be reasonable and
customary for facilities of like size and operation. Any insurance
may be carried under a policy or policies covering other properties
owned or controlled by Developer or any general partner thereof,
provided that such policy or policies allocate to the insurance
obligations of this agreement an amount not less than the amount of
insurance required to be carried pursuant hereto .
C. Reconstruction Plans . All such rebuilding and repair
shall be performed in accordance with plans and specifications con-
forming to the requirements of Section II and the DDA, and approved
by Developer and Agency or City to the same extent as its approval
was required for the initial construction of the Parking Facilities .
VI . EMINENT DOMAIN
If during the term of this agreement any portion of the
Parking Facilities shall be taken under the power of eminent domain
or sold to any governmental agency in lieu of its exercise of the
power of eminent domain, either of which occurrences is referred to
herein as a "taking" , Agency or City , to the extent that the same
is reasonably practicable , and provided that at least 75 ,000 sluare
feet of floor area of the buildings constituting the Developer
.000.
BOUf 8917 :1.211
has received from Developer assurances in writing that it will
operate at least the same amount of Developer Improvements for a
period of not less than ten ( 10 ) years thereafter , shall use any
award received in connection with such taking for the purpose of
constructing substitute parking facilities equivalent to those
taken within reasonable proximity to the Developer Improvements ,
and shall so construct such parking facilities with due diligence ,
which parking facilities shall thereafter be used, managed , operated
and maintained as if they were a part of the initial Parking
Facilities , and shall be subject to thesamerights and easements
provided herein as may be applicable .
Notwithstanding the foregoing, if the floor area of the
Developer Improvements is reduced as a result of such taking, Agency
or City shall be required to reconstruct only such parking facilities
as may be necessary to provide 5 . 11 parking spaces per 1 , 000 square
feet of floor area of the Developer Improvements .
If the construction of such substitute parking facilities
is not reasonably practicable or if Developer shall not be operating
or shall not have assured the continued operation of that amount of
the Developer Improvements specified above for the minimum period
stated, Agency or City may use such proceeds for any lawful purpose
and the balance of the Parking Facilities , if any , shall continue
to be used , managed , operated and maintained as provided in this
agreement , subject to the provisions of Section VII D.
VII . TERM OF AGREEMENT
A. Initial Term. The term of this agreement shall com-
mence as of the date of its execution and shall extend for a period
of thirty-one ( 31 ) years from the date that the term of the City
Lease commences .
- 26 -
40,
auc,.8317
B. Option by Deve] oper to Extend Term. Developer , at
its option, may extend the term of this agreement for a period of
thirty ( 30) additional years subject to the following :
1 . At least six (6 ) months prior to the expiration
:of the term, Developer shall notify Agency or City in writing that
it intends to exercise such option to extend the term;
2. Developer shall agree to pay all costs and expenses
of managing, maintaining and operating the Parking Facilities during
the extension of the term; and
3. Developer shall have the right to terminate this
agreement at the end of any five ( 5 ) year period of the extension of
the term by written notice to Agency or City of its intention to so
terminate at least ninety ( 90 ) days prior' to the expiration of sch
five (5) year period .
Wherever in this agreement it is provided that any
party shall have a right or an obligation during the term hereof,
said provision also shall be deemed to apply to the period of the
extension, if Developer exercises its option to extend the term.
C. Developer ' s Option to Purchase Parking Facilities .
At any time after the expiration of the City Lease and the vesting
in City of title to the Agency Tract , but within one ( 1 ) year after
the termination of this agreement , including any extension , Developer
may , at its option, purchase the Parking Facilities riot then owned
by it . The purchase price to be paid by Developer , if it elects to
exercise such option, shall be determined by the agreement of
Developer and City , but if they arc unable to agree , shall! be the
L.!!
fair market value of said Parking Facilities determined by appralsal
.in the following manner : Developer and City each shall seject a
real estate appraiser having N. A. I . crcdential , or equa] , who
- 27 -
CORRECTED COPY
DECEMBER 18, 1975
410
bout 8317 i_ .121.3
select a third appraiser having equivalent credentials , and a
concensus appraisal report shall be prepared by all of said
appraisers establishing such fair market value . In the event
that all of said appraisers are not able to agree upon such fair
market value , the determination of any two of said appraisers shall
be binding and conclusive upon City and Developer , and if no two
appraisers can agree , the average of the values determined by the
closest two appraisers shall be conclusive . The cost of such
appraisal shall be borne equally by City and Developer .
D. Early Termination. This agreement and the rights
and obligations of the parties hereunder , except as otherwise pro-
vided , may be terminated prior to the expiration of the term speci-
fied in Section VII A or the extension specified in Section VII 13
upon the mutual agreement of Agency or City and Developer , provided
that such agreement shall require the consent of the holder of any
first mortgage or deed of trust upon the Developer Improvements .
E. Easement Upon Termination. Upon the expiration of the
term of this agreement or any early termination hereof and so long
as any portion of the Developer Improvements is being operated for
commercial or business purposes , Developer and all Occupants and
Permittees shall be entitled to such access and ingress and egress
across the Agency Tract and the Parking Garage as shall be required
by any laws and ordinances then existing or, absent such laws , as
may be the minimum necessary for the continued use and occupancy of
the Developer Improvements which are then in existence . All ease-
ments provided in Section IV shall continue despite such termination
as may be provided therein.
tow '
- 28 -
S.
bucp891.7 -Ar:1214
VIII .
RIGHTS AND OBLIGATIONS
OF SUCCESSORS AND ASSIGNS
A. Covenants Running with the Land . The declarations ,
covenants , conditions , restrictions and grants made by each party
under this agreement are intended to run with the land and shall
be binding upon and inure to the benefit of the successors , legal
representatives and assigns of each of such parties . Each owner ,
grantee , lessee and occupany of the Agency Tract , the Developer
Tract and the Parking Garage , respectively , shall be deemed , by
the acceptance of the conveyance of such tract , or any portion
thereof, to have accepted the same and possession thereof subject
to all of the declarations , conditions , restrictions and grants
contained in this agreement .
B. Meaning of Terms "Developer" , "Agency" and " City" .
The terms "Developer" , "Agency" and "City" , respectively , shall
mean such parties to this agreement and their respective successors
and assigns , but shall only mean, insofar as the terms and provi-
sions of this agreement to be kept , performed , observed and enforced
by such parties , or any of them, are concerned, the person who at
the time in question is the owner or lessee , as the case may be , of
the Agency Tract , the Developer Tract or the Parking Garage , respec-
tively , and shall be binding upon and enforceable by such parties
or their successors or assigns only during and in respect of the
periods during which each respectively is such owner or lessee of
the Agency Tract , the Developer Tract or the Parking Garage .
Notwithstanding anything to the contrary contained herein , Agency
or City shall at all times remain liable for the performance of
the covenants and conditions on its part to be performed hereunder,
29 -
1
1140.
= BM 8917 -! 1.21.5
and nothing herein contained shall be construed to relieve Agency
or City from its obligations under Sections II , III , V and VI of
this agreement .
C. Reference to "Agency or City" . Wherever in this
agreement it is provided that an obligation shall be performed by
or a right shall belong to "Agency or City" , such provision shall
mean Agency as to the Parking Garage , if it succeeds to Developer ' s
interest therein , and as to the Agency Tract shall mean as follows :
1 . Prior to the commencement of the term of the
City Lease , such provision shall mean Agency .
2 . During the term of the City Lease , such provision
shall mean whomever as between Agency and City is so obligated or
so entitled under the City Lease .
3. In the event of a default under the City Lease
and its early termination by virtue thereof, such provision there-
after shall mean Agency .
4 . Upon and after the expiration of the City Lease
and the vesting of title to the Agency Tract in City in accordance
with the terms of said lease , such provision shall mean City .
IX. NOTICES
Any notice , demand , request , consent , approval , designa-
tion or other communication which any party to this agreement is
required or desires to serve , give or make to or upon any other
party hereto shall be in writing and delivered personally or by
registered or certified United States mail addressed as follows :
- 30 -
410
BoD 891.7 11.;•-:t 6
To Agency : Redevelopment Agency of the
City of Redlands
30 Cajon Street
Redlands , California 92373
Attention : Executive Director
To City : City of Redlands
30 Cajon Street
Redlands , California 92373
Attention : City Manager
To
Developer : Redlands Mall Associates
c/o Ernest W. Hahn , Inc .
2311 West El Segundo Boulevard
Hawthorne , California 90250
with a copy to :
R-J Investments
610 Newport Center Drive , Suite 620
Newport Beach , California 92660
Any party may designate a different address for the delivery or
service of notices by notice similarly given.
X. MISCELLANEOUS PROVISIONS
A. Non-discrimination . There shall be no discrimination
against or segregation of any person or a group of persons on
account of sex , race , color , creed , national origin or ancestry
• in the sale , lease , sublease , transfer , use , occupancy , tenue or
enjoyment of the Site nor shall the transferee himself or any person
claiming under or through him establish or permit any such practice . )
at,3
or practices of discrimination or segregation with reference to the Co%
selection, location, number, use or' occupancy of tenants , lessees ,
subtenants , sublessees or vendees of the Site .
- 31 -
oo3
B17 :E1217
B. Non-waiver. No waiver of any breach of this agreement
shall be implied from any omission by any party to take action with
respect to such breach if the same continues or is repeated . No
waiver of any breach shall affect any breach or cover any period of
time other than the breach and, period of time for which such waiver
is given. One or more waivers of any breach in the performance of
any term, provision or covenant of this agreement shall not be
deemed to be a waiver of any subsequent breach in the performance
of any term, provision or covenant or any other term, provision or'
covenant . The consent or approval by any party to or of any act or
request by any other party requiring consent or approval shall not
be deemed to waive or render unnecessary the consent to or approval
of any subsequent similar acts or requests .
C . Severability . If any term, provision, covenant or
condition contained in this agreement shall to any extent be invalid
or unenforceable , the remainder of this agreement or the application
of such term, provision, covenant or condition to persons or circum-
stances other than those in respect of which it is invalid or unen-
forceable shall not be affected thereby , and each term, provision,
covenant and condition of this agreement shall be valid and enforce-
able to the fullest extent permitted by law .
D. Approvals and Consents . In any instance in which con-
sent or approval of any matter is required , such consent or approval
shall be given in writing and shall not be unreasonably withheld .
Approval or disapprovals shall be given within thirty ( 30 ) days
following the receipt of the item or request to be approved or con-
sented to , or the same shall be conclusively deemed to have been
, approved or consented to. Any disapproval shall specify with
particularity the reasons therefor.
- 32 -
Atk,
BODS91.7 1.216
E. Reference to "Person" . The word "person" as used in
this agreement shall mean and include all individuals , partnerships ,
firms , associations and corporations or any other form of business
entity, and the use of the singular shall include the plural .
IN WITNESS WHEREOF, the parties have duly executed this
agreement as of the date first above written.
REDEVELOPMENT AGENCY OF THE
CITY OF REDLANDS
By lie
Chairman
Z(*t'
ary
CITY . OF REDLANDS
BY74
mayor
'art; Clerk
REDLANDS MALL ASSOCIATES
By Ernest W. )ahn , Inc . , General Partner
BY ,
VICE PRESIDENT
By R-J Inve,tment:-.;, \ n
, Geeral Partner
/
Pre side t
Approved as to form to;
4111
Counsel for *ed-vel«,..m.. .6 . Agency
and City of Redland-
33 -
CORRECTED COPY
DECEMBER 18, 1975
. . BoD8917
STATE OF CALIFORNIA
) SS.
COUNTY OF )
On ": ....A;` / , 1975 , before me , the undersigned,
a Notary Public in and for said State , personally appeared
known to me to be the Chairman ,
and
(;' , known to me to be the
Secretary , of the REDEVELOP NT AGENCY OF THE CITY OF REDLANI)S , the
public body that executed the within instrument , known to me to be
the person who executed the within instrument on behalf of said
public body therein named , and acknowledged to me that such public
body executed the within instrument .
WITNESS my hand and official seal .
,0•••••••••••••••••••••••••••••4
OFFICIAL SEAL •
•
• &"' n IVARTH A E. LEWIS 1
A.". .7 URNIA L C
PTZI IHFN ( .,/ /
trl t` iDI NO COUNTY •
• MConiso ihS E crnEr 2 , 1V/8
e****•*******•••••••••••••••*,
STATE OF CALIFORNIA
) SS .
COUNTY
On /d , 1975 , before me , the undersigned ,
a Notary Public in and for said State , personally appeared
known to me to be the Mayor , and
(/ - , known to me to be the City Clerk ,
of the CITY OF REDLAN1C , the municipal corporation that executed the
within instrument , known to me to be the person who executed the
within instrument on behalf of said municipal corporation therein
named , and acknowledged to me that such municipal corporation
executed the within instrument . C.•
WITNESS my hand and official seal .
•••••••••••••••••••••••••••••••
•
• OFFICIAL SEAL •
•
• (' \ MARTHA -
MARTHA E. LEWIS A"
• IC CALIFORNIA 0
• FIZ'NC+P,V FFICE IN
* SLI HANDINO COUNTY •
• M'Conniss;on [xpirs1),,curdier 23, 1978 •
••••s ********t•4,4,••••••••••••
•
800'8917 rre-n
STATE OF CALI ,'OHNIA •
) SS.
COUNTY OF -
On-,, 0,r1-k-ef--4- •)
-117)
64_4_c_i_ 3-264 , 19715 before me , a Notary Public
in and for said County and State , personally appeared
r /
known to me to be the
of Ernest W. Hdhn, Inc . , the corporation that executed the within
instrument and known to me to be the person who executed the within
instrument on behalf of said corporation, said corporation beinE known
to me to be one of the partners of REDLANDS MALL ASSOCIATES , the part-
nership that executed the within instrument , and acknowledged to me
that such corporation executed the same as such partner and that such
partnership executed the same .
WITNESS my hand and official seal .
OFFICIAL SEAL
e :1 \\.1 BARBARA L. EVANS E
NOTA,2 r PUBLIC CALIFORNIA E •,77
PRINC.IPAL OFFIGE IN
LOS ANGELES COUNTY
3 My Commission Expires Jan. 13, 1978
STATE OF CALIFORNIA
) SS .
COUNTY OF (
/
On `', /(/` 7 , 1975 , before me , a Notary Public
in and for said County and State , personally appeared RICHARD D. JONES ,
known to me to be the President of fl-J Investments , the corporation
that executed that executed the within instrument and known to re to
be the person who executed the within instrument on behalf of said
corporation, said corporation being known to me to be one of the
partners of REDLANDS MALL ASSOCIATES , the partnership that executed
the within instrument , and acknowledGcd to me that such corporation
executed the same as such partner and that such partnership executed
the same .
WITNESS my hand and official seal .
--- un
OFFICIAL SEAL / ctc
EVELYN R. LEVINE
NOTARY puuc-CAUFORNIA
ORANGE COUNTY
My commiusion Expires June 28.1978 •
BoD831.7
That real property located in the City of Redlands , County of
San Bernardino, State of California, described as Parcels 1,
2, 3, 4, 5 and 6 , as shown on Parcel Map No. 2998, recorded
January 8 , , 1976 in Book 25 , Pages 90-92
of Parcel Maps , records of San Bernardino County.
TOGETHER WITH Lots 1 through 17 inclusive of Block B of the
Orange Grove Addition in the City of Redlands , as per map
recorded in Book 4 , Page 38 of Maps, records of San Bernardino
County.
EXHIBIT A, PART 1
410
Boc891.7 #.r :1222
That real property located in the City of Redlands, County of
San Bernardino, State of California, described as Parcels 1,
2, 4 and 5, as shown on Parcel Map No. 2998, recorded
January 8 , 1976 in Book 25 , Pages 90-92
of Parcel Maps, records of San Bernardino County.
EXHIBIT A, PART 2
608317 'A' 1223
That real property located in the City of Redlands, County of
San Bernardino, State of California, described as Parcels 3
and 6, as shown on Parcel Map No. 2998, recorded January 8
1976 in Book 25 , Page 90-92 of Parcel Maps, records
of San Bernardino County.
TOGETHER WITH Lots 1 through 17 inclusive of Block B of the
Orange Grove Addition in the City of Redlands, as per map
recorded in Book 4, Page 38 of Maps, records of San Bernardino
County.
EXHIBIT A, PART 3 ,
•
6°8#Sat7 A224
That real property located in the City of Redlands, County of
San Bernardino, State of California, described as Parcel 4,
as shown on Parcel Map No. 2998, recorded January 8 1976
in Book 25 Page 90-92 of Parcel Maps, records
of San Bernardino County.
EXHIBIT A, PART 4
. - .�.3 7 E 22
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