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REDEVELOPMENT
DISPOSITION AND DEVELOPMENT AGREEMENT
(Redlands Park Plaza Project )
BY AND BETWEEN THE REDEVELOPMENT AGENCY
OF THE CITY OF REDLANDS,
Agency
AND
H.G.H. PROPERTIES,
A California Limited Partnership,
Redeveloper
April. 17, 1987
TABLE OF CONTENTS
PAGE
1 . PARTIES AND 'DATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2 . RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3 . TERMS OF AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . « . , . . . . . . . . . . . . . . 2
3. 1 Public Purpose of this Agreement . . . . . . . . . . . . . . . . . . . . . 2 ,
3. 2 Redlands Redevelopment Plan. . . . . . . . . . . . . . . . . . . . . . . . . . 2
3 . 3 The Redevelopment Project Area. . . . . . . . . . . . . . . e, . . . . . . . 2
3 . 4 The Commercial Retail and Office Complex Site. . . . . . . . 2
3. 5 Parties to this Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. 5.1 The Agency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. 5. 2 The Redeveloper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. 5. 3 Prohibition' Against Change in Ownership,
Management and Control of Redeveloper . . . . . . . . . 3
3. 6 Redeveloper ' s Good Faith Deposit . . . . . . . . . . . . . . . . . . . . . 4
4. PURCHASE AND DISPOSITION OF THE SITE. . . . . . . . . . . . . . . . . . . . . . 6
4. 1 Site Acquisition. . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . 6
4. 2 Conveyance of the Transfer Parcels and Issuance of
Encroachment Permit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
4. 3 Escrow. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4. 4 Conveyance of Title and Delivery ofPossession. . . . . . . 9
4. 5 Fo r m o f De e d. . : . . . . . . . . . . . . . . . . . . . . . fie . . . . . . . . . . . . . . . 9
4. 6 Condition of Title. . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . 10
4. 7 Time for and Place of Delivery of Deed. . . . . . . . . . . . . . 10
4. 8 Close of Escrow and Recordation of Grant Deed. . . . . . . 10
4. 9 Title Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . eee10
4. 10 Taxes and Assessments . . . . .
4. 11 Conveyance Free of Possession. . e . . . . . . . . . . . . . . . . . . . . 11
4. 12 Zoning of the Transfer Parcels. . . . . . . . . . . . . . . . . . . . . .11
4 . 13 CEQA Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4. 14 Condition of the Transfer Parcels . . . . . . . . . . . . . . . . . . . 11
4. 15 Preliminary Work by the Redeveloper . . . . . . . . . . . . . . . . . 12
4. 16 Submission of Evidence of Financing and Related
Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5 . DEVELOPMENT OF THE SITE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5. 1 Scope of Development. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5. 2 Basic Concept and Schematic Drawings . . . . . . . . . . . . . . . . 13
5. 3 Grading and Landscaping Plans . . . . . . . . . . . . . . . . . . . . . . . 14
5. 4 Construction Drawings and Related Documents . . . . . . . . . 14
5. 5 Agency Approval of Plans, Drawings and Related
Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
5. 6 Cost of Construction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
fia
5.7 Construction and Development Schedule of
Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
5.8 Bodily Injury, Property Damage and Workers '
Compensation Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
5.9 City and Other Governmental Agency Permits. . . . . . . . . .16
5.10 Antidiscrimination During Construction. . . . . . . . . . . . . .17
5 . 11 Local, State and Federal Laws. . . . . . . . . . . . . . . . . . . . . . .17
5 .12 Rights of Access. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
5.13 Responsibilities of the Agency. . . . . . . . . . . . . . . . . . . . . .17
5.14 Taxes,. Assessments, Encumbrances and Liens . . . . . . . . . .17
5.15 Prohibition Against Transfer . . . . . . . . . . . . . . . . . . . . . . . .18
5.16 No Encumbrances Except Mortgages, Deeds of Trust,
Sales and Lease-Backs or Other Financing for
Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
5 . 17 Holder Not Obligated to Construct or Complete
Improvements. . . . . . . .19
5.18 Notice of Default to Mortgage, Deed of Trust or
Other Security Interest Holders; Right to Cure. . . . . .20
5.19 Failure of Holder to Complete Improvements . . . . . . . . . .21
5. 20 Right of Agency to Cure Mortgage, Deed of Trust or
Other Security Interest Default . . . . . . . . . . . . . . . . . . . . .21
5.21 Right of the Agency to Satisfy Other Liens on the
Site After Title Passes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
5 . 22 Certificate of Completion. . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6. SITE, USE RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6 .1 Uses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6. 2 Maintenance of the Site. . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
6 . 3 Obligation to Refrain from Discrimination. . . . . . . . . . . 24
6 . 4 Form of Nondiscrimination and Nonsegregation Clause. 24
6.5 Effect and Duration of Covenants. . . . . . . . . . . . . . . . . . . . 25
7 . DEFAULTS, REMEDIES AND TERMINATION. . . . . . . . . . . . . . . . . . . . . . .26
7.1 Defaults --- General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
7. 2 Legal Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
7. 2 . 1 Institution of Legal Actions. . . . . . . . . . . . . . . . .26
7. 2. 2 Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
7. 2. 3 Acceptance o£ Service of Process. . . . . . . . . . . . . 27
7. 2. 4 Rights and of
Are Cumulative. . . . . . . . . . .27
7. 2. 5 Damages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
7. 2.6 Specific Performance. . . . . . . . . . . . . . . . . . . . . . . . . 27
7 . 3 Remedies and Rights of Termination. . . . . . . . . . . . . . . . . . 28
7. 3 . 1 Termination byithe Redeveloper . . . . . . . . . . . . . 28
7 . 3 . 2 Termination by the Agency. . . . . . . . . . . . . . . . . . . . 28
7 . 4 Right to Reenter , Repossess, Terminate and Revest. . . 30
8 . GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
8 . 1 Notices, Demands and Communications Between the
Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
8. 2 Conflict of Interests. . . . . . . . . . . . . . . . . . . . . . . . . 32
8 .3 Nonliability of Agency Officials and Employees . . . . . . 32
8.4 Extension of Times of .Performance and Delays. . . . . . . . 32
8 . 5 Inspection of Books and Records . . . . . . . . . . . . . . . . . . . . . 33
8 .6 Plans and Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
8.7 Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
8.8 Real Estate Commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
8 .9 Participation and Preferences by Owners,
Operators of Businesses and Tenants Located in
the Project Area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
9. SPECIAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
9. 1 Assumption of Obligations Under This Agreement . . . . . . 34
9 . 2 Transfer of Possession. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
9. 3 Submission of Documents for Approval. . . . . . . . . . . . . . . . 36
9 . 4 Amendment of Redevelopment Plan. . . . . . . . . . . . . . . . . . . . . 36
9 . 5 Amendments to This Agreement. . . . . . . . . . . . . . . . . . . . . . . .36
9.6 Entire Agreement , Waivers and Amendments. . . . . . . . . . . .37
9.7 Time for Acceptance of Agreement by Agency. . . . . . . . . .37
EXHIBITS
Exhibit "A" Map Of Site
Exhibit "B" Legal Description Of The Site
Exhibit "C" Schedule Of Performance
Exhibit "D" ( Intentionally Omitted)
Exhibit "E" Scope Of Development
Exhibit "F" Grant Deed
Exhibit "G" Title Exceptions
Exhibit "H" Mission Zanja Flood Control Channel Easement
Exhibit "I" Certificate Of Completion For Construction
And Development
Exhibit "J" Basic Concept And Schematic Drawings
( iii )
REDEVELOPMENT
DISPOSITION AND DEVELOPMENT AGREEMENT
(Redlands Park Plaza Project )
1 . PARTIES AND DATE.
1 . 1. THIS AGREEMENT is entered into as of the 17th day '
of April , 1987, by and between the REDEVELOPMENT AGENCY OF
THE CITY OF REDLANDS ( the . "Agency" ) and H.G.H. PROPERTIES , a
California Limited Partnership ( the "Redeveloper" ) .
2 . RECITALS.
2.1 The City Council of the City of Redlands ( the
"City" ) has established the Agency and has approved and adopted a
Redevelopment Plan ( the "Redevelopment Plan" ) for a redevelopment-
-project known as the Redlands Redevelopment Project ( the:
"Project" or "Project Area" ) by its adoption of Ordinance
No. 1500 on September 25, 1972 , and amended by Ordinance No. 1575
on February 17 , 1976 ,, pursuant to the provisions of Sections
33000, et seq. , of the California Health & Safety Code ( the
"California Community Redevelopment Law" ) .
2 . 2 Agency is undertaking a program under the
California Community Redevelopment Law (Health & Safety Code
Section 33000 et seq. ) for the redevelopment , replanning and
redesign of blighted areas within the Project with stagnant,
improperly utilized and unproductive land which requires
redevelopment in the interest of health, safety, morals and
general welfare of the people of the City.
2 . 3 Agency desires to carry out the Redevelopment Plan
for the Project by providing for the disposition and development
of a commercial retail and office complex with ancillary parking
and access areas ( the "Site" ) , and has determined that develop-
ment of the Site for such retail and office purposes by the
Redeveloper or others pursuant to the terms and conditions of
this Agreement is in the best interests of the taxpayers and
.residents of the City and will otherwise promote the public
health, safety, morals and general welfare of City residents , and
is in accordance with federal , state and local laws and
regulations.
3. TERMS OF AGREEMENT.
3. 1 Public Purpose of this Agreement . The purpose of
this Agreement is to ^ implement the Redevelopment Plan for the
Project by providing for the development of the Site as a commer-
cial retail and office complex to be included within the
boundaries of the Project Area.
The development of the Site as a commercial retail and
office complex pursuant to - this Agreement is . in the best
interests of the City and the health, safety, morals and welfare
of its taxpayers and residents and in accordance with the public
purposes of federal , state and local laws and regulations .
Implementation of this Agreement will further the goals and
objectives of the Redevelopment Plan and City' s General Plan by
strengthening the City' s commercial uses and providing a catalyst
for additional private investment in the Project Area and
increased public use of and access to additional commercial
facilities.
3. 2 Redlands Redevelopment Plan. This Agreement is
subject to the provisions of the Redevelopment Plan which was
approved and adopted by the City Council of the City of Redlands
on September 26, 1972, by Ordinance No. 1500 , as amended. The
Redevelopment Plan, as it now exists and as it may be subse=
quently amended pursuant to Section 9 .6 hereof and is incor-
porated herein and made a part hereof by reference.
3 . 3 The Redevelopment Project Area. The Redevelopment
Project Area Ts located in a downtown portion of the City of
Redlands, California, and the Project ' s boundaries are specific-
ally described in the Redevelopment Plan of the City for the
Project Area.
3 . 4 The Commercial Retail and Office Complex Site. The
Site is or will be that portion of the Project Area shown on the
Site map, attached and incorporated herein as; Exhibit "A, " and is
more particularly described in the legal description, attached
and incorporated herein as Exhibit "B. " The Site includes that
portion of the Project area generally bounded by Fifth Street on
the west, the A.T. & S.F. right-of-way on the north, Sixth Street
on the east, and Redlands Boulevard on the south. The Site is
comprised of a total of eight (8) parcels, four ( 4) of which are
currently owned by the City, two ( 2) of which are or will be
owned by the Redeveloper , one ( 1 ) of which is owned by the
Agency, and one ( 1) of which is a vacant parcel sometimes
identified as "Redlands Avenue" ( the "Redlands Avenue Parcel" ) .
The four ( 4) parcels currently owned by the City are presently
used as a municipal parking lot ( the "Parking Lot Parcels" ) . The
Agency will acquire the Parking Lot Parcels from the City and
will use its best efforts to acquire the Redlands Avenue Parcel,
subject to the vacation of "Redlands Avenue" by the City, and
shall thereafter transfer such parcels, along with the parcel
Qurrently owned by the Agency ( the "Agency Parcel" ) to the
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DE00039/3/23/87
Redeveloper for disposition and development by the Redeveloper
pursuant to the terms of this Agreement. The Agency shall
reserve an easement across the Redlands Avenue Parcel for the
construction and operation of the Mission Zanja Flood Control
Channel . The Parking Lot Parcels, the Redlands Avenue Parcel,
the Agency Parcel , and the parcels owned or to be acquired by the
Redeveloper (the "Redeveloper Parcels" ) are separately described
on Exhibit "B" attached hereto.
3 . 5 Parties to this- Agreement.
3. 5. 1 The Agency. The Agency is a public body,
corporate and politic, exercising governmental functions and .
powers, and organized and existing under the Community Redevelop-
ment Law of the State of California (Health and safety Code
Section 33000 et seq.
The offices of the Agency are located at Redlands
Plaza, Suite 202, Redlands, California 92373; Attention:
Executive Director.
"Agency, " as used in this Agreement , includes the
Redevelopment Agency of the City of Redlands and any assignee of
or successor to its rights, powers and responsibilities.
3 . 5 . 2 The Redeveloper . The Redeveloper is H.G.H.
Properties, a California limited partnership. The principal
office of the Redeveloper for purposes of this Agreement is: Post
.,Office Box 2203, Redlands, California 92373; Attention:
-C. Hall.
Notwithstanding any other provisions hereof, all of
the terms, covenants and conditions of this Agreement shall be
binding on and shall inure to the benefit of the Redeveloper and
the permitted successors and assigns of the Redeveloper according
to their terms and application.
Wherever the term "Redeveloper" is used herein,
such term shall include any permitted nominee, assignee or
successor-in-interest as herein provided.
3. 5 . 3 Prohibition Against Change in Ownership,
Management and Control of Redeveloper .
The qualifications and identity of the Redeveloper
are of particular concern to the City and the Agency, and it is
because of such qualifications and identity that the Agency has
entered into this Agreement with the Redeveloper . No voluntary
or involuntary successor in interest of the Redeveloper shall
acquire any rights or powers under this Agreement except as
expressly set forth herein. Except as provided in Sections 5. 15
and 5.16 hereof, the Redeveloper shall not assign all or any part
of this Agreement without the prior written approval of the
Agency.
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DE00039/3/23/87
The Redeveloper shall promptly notify the Agency of
any and all changes whatsoever in the identity of the parties in
control of the Redeveloper or the degree thereof of which it or
any of its officers have been notified or otherwise have
knowledge or information.
The restrictions of this Section 3 . 5 . 3 shall
terminate upon issuance by the Agency of a Certificate of
Completion for the entire Site.
3.6 Redeveloper ' s Good Faith Deposit. Within the time
established in the Schedule of Performance, the Redeveloper shall
deliver to the Agency a good faith deposit in the amount of
FIFTEEN THOUSAND DOLLARS ( $15 , 400 .00 ) represented by cash, a
certified check, a demand letter of credit , a certificate of
deposit, or other security, in form and content approved by the
Agency, drawn against such bank as is acceptable to Agency. The
good faith deposit shall be security for the performance of the
obligations of the Redeveloper to be performed hereunder prior to
the return of the good faith deposit to the Redeveloper or its
retention by the Agency as liquidated damages in accordance with
the provisions of this Agreement . if the deposit is in the form
of cash, the Agency shall be obligated to earn interest on the
deposit, and such interest , if any, shall be added to and become
a part of the deposit. Whenever under this Agreement the Agency
shall be entitled to retain the deposit , it shall be entitled to
draw against the cash, certified check or certificate of deposit,
or demand payment under the letter of credit or other security,
without condition or qualification, and without any right in the
maker thereof for offset, deduction or other defense to payment;
provided, however , that nothing herein shall preclude the
Redeveloper from suing to recover any amount paid to the Agency
on grounds that the Agency was not entitled to liquidated damages
as provided in this Agreement.
Upon termination of this Agreement by the Agency
pursuant to subsections (b) , (c) , (d) , or (e) ( if the Redeveloper
has not used diligent and good faith efforts to obtain financing)
of Section 7 . 3 . 2 of this Agreement, the deposit, including all
interest paid thereon, shall be retained by the Agency as liqui-
dated damages if the event of. termination was not caused by a
default on the part of the Agency under this Agreement .
Upon termination of this Agreement by the Agency
pursuant to subsection (e) ( if the Redeveloper has used diligent
and good faith efforts to obtain financing) or ( f) of Section
7. 3. 2 of this Agreement, or: by the Redeveloper pursuant to
subsections (a) or (b) of Section 7 . 3 .1 of this Agreement, the
deposit, including all interest paid thereon, shall be returned
to the Redeveloper by the Agency.
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DE00039/3/23/87
If this Agreement shall not have been theretofore
cancelled or terminated, the Agency shall return the deposit to
the Redeveloper upon the completion of the .improvements and
development of the Site, as evidenced by issuance of the Agency
of a Certificate of Completion pursuant to Section 5 . 22 hereof .
THE AGENCY AND THE REDEVELOPER, BY THIS AGREEMENT,
MUTUALLY AGREE THAT IF THE REDEVELOPER SHOULD DEFAULT UPON ITS
OBLIGATIONS MAKING IT NECESSARY FOR THE AGENCY TO TERMINATE THIS
AGREEMENT AND PROCURE ANOTHER PARTY OR PARTIES TO REDEVELOP THE
SALES PROPERTY, THEN THE DAMAGES SUFFERED BY THE AGENCY WOULD BE
UNCERTAIN. SUCH DAMAGES WOULD INVOLVE SUCH VARIABLE FACTORS AS
THE CONSIDERATION WHICH SUCH PARTY WOULD PAY FOR THE SALES PROP'
ERTY; THE EXPENSES OF CONTINUING THE OWNERSHIP AND CONTROL OF THE
SALES PROPERTY, OF INTERESTING PARTIES AND NEGOTIATING WITH SUCH
PARTIES; POSTPONEMENT OF TAX REVENUES THEREFROM TO THE COMMUNITY;
AND THE' FAILURE OF THE AGENCY TO EFFECT ITS PURPOSES AND OBJEC-
TIVES WITHIN A REASONABLE TIME RESULTING IN ADDITIONAL, , IMMEAS-
URABLE DAMAGE AND LOSS TO THE AGENCY AND THE COMMUNI"T"Y. IT IS
IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE AMOUNT OF SUCH
DAMAGES TO THE AGENCY, BUT THE PARTIES ARE OF THE OPINION, UPON
THE BASIS OF ALL INFORMATION AVAILABLE TO THEM, THAT SUCH DAMAGES
WOULD APPROXIMATELY EQUAL THE AMOUNT OF THE GOOD FAITH DEPOSIT
HELD- BY THE AGENCY AT THE TIME OF THE DEFAULT OF THE REDEVELOPER,
AND THE AMOUNT OF SUCH GOOD FAITH DEPOSIT SHALL BE RETAINED BY
THE AGENCY UPON ANY SUCH OCCURRENCE AS THE TOTAL OF ALL LIQUI-
DATED DAMAGES FOR ANY AND ALL SUCH DEFAULTS AND NOT AS A
PENALTY. IN THE EVENT THAT THIS PARAGRAPH SHALL BE VOID FOR ANY
REASON, THE AGENCY SHALL BE ENTITLED TO THE FULL EXTENT OF DAMA-
GES OTHERWISE PROVIDED BY LAW.
The Redeveloper and the Agency specifically acknowledge
and agree to this liquidated damages provision by their signa-
tures here :
REDEVELOPER
AGENCY
X
ATTE ST:
M
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DE'00039/3/23/87
4. PURCHASE AND DISPOSITION OF THE SITE.
4 .1 Site Acquisition. Following execution of this
Agreement and within the time established ' therefore in the
Schedule of Performance (Exhibit "C" ) , the Agency shall use its
best efforts to acquire the Parking Lot Parcels from the City and
to negotiatethe purchase of the Redlands Avenue Parcel from the
owners thereof for disposition and development hereunder .
Acquisition of the Redlands Avenue Parcel and transfer of the
same to the Redeveloper hereunder is subject to the prior
elimination of a railway right-of-way easement, if any, .. currently
held by the Southern Pacific Transportation Company and the
vacation of Redlands Avenue as a public street by the City. For
purposes of this Agreement , acquisition of the Redlands Avenue
Parcel shall mean acquiring fee title to the Site or possession
of the Site as provided in Section 9 . 2 of this Agreement.
4. 2 Conveyance of the Transfer Parcels and Issuance of
Encroachment Permit. In accordance with and subject to all of
The terms, covenants and conditions of this Agreement, the Agency
agrees to transfer the Parking Lot Parcels, the. Redlands Avenue
Parcel and the Agency Parcel (collectively the "Transfer
Parcels" ) to the Redeveloper ( in the name of H.G.H. Properties,. a
California limited partnership, or its approved assignee under
Section 5 . 15 hereof) , and the Redeveloper agrees � to accept the
Transfer Parcels from the Agency. The transfer to and
acquisition by the Redeveloper of the Transfer Parcels shall be
in consideration for the undertakings of the Redeveloper under
this Agreement, including the construction and development of the
off-site public improvements described in this Agreement and the
redevelopment, operation and maintenance of a commercial retail
and office complex and appurtenant facilities to be developed on
the Site in accordance with this Agreement . The Agency has found
and determined that the value of such consideration equals or
exceeds the fair value of the interests being conveyed in the
Transfer Parcels.
The Agency shall reserve from the conveyance of the
Redlands Avenue Parcel an easement for the construction,
operation and maintenance of the Mission Zanja Flood Control
Channel in substantially the same form as that attached hereto as
Exhibit "H. "
4 .3 Escrow. The Agency agrees to open an escrow for
the conveyance of the Transfer 'Parcels with First American Title
Insurance Company, or any other escrow company approved by the
Agency and the Redeveloper, as escrow agent ( the "Escrow Agent" ) ,
within the time established ' in the Schedule , of Performance.
(Exhibit "C. " ) This Agreement constitutes the joint escrow
instructions of the Agency and the Redeveloper , and a copy of an
executed original of this Agreement shall be delivered to the
Escrow Agent upon the opening of escrow. The Agency and the
Redeveloper shall provide suOh Additional escrow !AnstzuCtjons as
shall be necessary and con latent with thin Agreetinnt . The
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DE00039/3/23/87
Escrow Agent is authorized to act under this Agreement , and upon
indicating its acceptance of the provisions of this Section 4. 3
in writing, delivered to the Agency and to the Redeveloper within
five ( 5) days after the opening of escrow, shall carry out its
duties as Escrow Agent hereunder .
The Redeveloper shall pay in escrow to the Escrow Agent
the following fees, charges and costs promptly after the Escrow
Agent has notified the Redeveloper of the amount of such fees,
charges and costs, but not earlier than ten ( 10 ) days prior to
the scheduled date for the close of escrow:
1 . The escrow fee;
2 . The premiums for the title insurance policies
or special endorsements;
3 . Cost of drawing the deed(s) ;
4. Recording fees;
5. Notary fees;
6. Any state, county or city documentary stamps;
7 . Any transfer tax; and
The Agency shall timely and properly execute, acknow-
ledge and deliver a deed or deeds conveying to Redeveloper title
:,to the Transfer Parcels in accordance with the requirements of
:::Section 4. 5 of this Agreement, together with an estoppel
cert•if"irate certifying that the Redeveloper has completed all
acts necessary to entitle the Redeveloper to such conveyance, if
such be the fact .
The Agency shall pay in escrow to the Escrow Agent the
following fees, charges and costs promptly after the Escrow Agent
has notified the Agency of the amount of such fees, charges and
costs, but not earlier than ten ( 10) days prior to the scheduled
date for the close of escrow:
1 . Costs necessary 'to place the title to the
Transfer Parcels in the condition for conveyance required by the
provisions of this Agreement ;
2. Ad valorem taxes, if any, upon the Transfer
Parcels for any time prior to conveyance of title.
Upon delivery of a deed or deeds to the Escrow Agent by
the Agency pursuant to Section 4.7 of this Agreement , the Escrow
Agent shall record such deed when title to the Transfer Parcels
can be vested in the Redeveloper in accordance with the terms and
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provisions of this Agreement. The Escrow Agent shall pay any
transfer tax required by law. Any insurance policies governing
the Transfer Parcels are not to be transferred.
The Escrow Agent is authorized to:
1. Pay and charge the Agency and the Redeveloper ,
respectively, for any fees, charges and costs payable under this
Section 4 .3 of this Agreement . Before such payments are made,
the Escrow Agent shall notify the Agency and the Redeveloper of
the fees ► charges and costs necessary to clear title and close
the escrow;
2 . Disburse funds , if any, and deliver the
deed( s) and other documents to the parties entitled thereto when
the conditions of this escrow have been fulfilled by the Agency
and the Redeveloper . Such funds shall not be disbursed and
delivered by the Escrow Agency unless and until it has recorded
the grant deed( s) to the Transfer Parcels and has delivered to
the Redeveloper a title insurance policy insuring title and
conforming to the requirements of Section 4 . 9 of this Agreement;
and
3 . Record any instruments delivered through this
escrow, if necessary or proper , to vest title in the Redeveloper
in accordance with the terms and provisions of this Agreement .
All funds received in this escrow shall be deposited by
the Escrow Agent with other escrow funds of the Escrow Agent in a
general escrow account or accounts with any state or national
bank doing business in the State of California. Such funds may
be transferred to any other such general escrow account or
accounts . All disbursements shall be made on the basis of a
30-day month.
If this escrow is not in condition to close before the
time for conveyance established in Section 4 . 4 of this Agreement,
either party who then shall have fully performed the acts to be
performed before the conveyance of title may, in writing, termin-
ate this Agreement in the manner set forth in Section 7 . 3 . 1 or
7 . 3.2 hereof, as the case may be, and demand the return of its
money, papers or documents. - Thereupon all obligations and
liabilities of the parties under this Agreement shall cease and
terminate in the manner set forth in Section 7 . 3 . 1 or 7 . 3 . 2
hereof, as the case may be. if neither the Agency nor the
Redeveloper shall have fully performed the acts to be performed
before the time for conveyance established in Section 4 . 4, no
termination or demand for return shall be recognized until ten
( 10) days after the Escrow Agent shall have mailed copies of such
demand to the other party or parties at the address of its or
their principal place or places of business. If any objections
are raised within the ten-day period, the Escrow Agent is autho-
rized to hold all money, papers and documents with respect to the
Transfer Parcels until instructed in writing by both the Agency
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and the Redeveloper or upon failure thereof by a court of
competent jurisdiction. If no such demands are made, the escrow
shall be closed as soon as possible. Nothing in this Section 4 . 3
shall be construed to impair or affect the rights or obligations
of the Agency or the Redeveloper to specific performance.
Any amendment of these escrow instructions shall be in
writing and signed by both the Agency and the Redeveloper . At
the time of any amendment, the Escrow Agent shall agree to carry
out its duties as Escrow Agent under such amendment .
All. communications from the Escrow Agent to the Agency
or the Redeveloper shall be directed to the addressees and in the
manner established in Section 8. 1 of this Agreement for notices,
demands and communications between the Agency and the.
Redeveloper .
The liability of the Escrow Agent under this Agreement -
is limited to performance of the obligations imposed .upon it
under Sections 4. 3 to 4 . 9 , both inclusive, of this Agreement.
Neither the Agency nor the Redeveloper shall be liable
for any real estate commissions or brokerage fees which may arise
from the activities or contracts of the other hereunder .
4 . 4 Conveyance of Title and Delivery of _Possession.
Subject to any mutually agreed upon extensions of time, and
subject to the provisions of Section 9 . 2 of this Agreement,
conveyance to the Redeveloper of title to the Transfer Parcels
( in the condition provided in Section 4.6 of this Agreement)
shall be completed on or prior to the date specified in the
Schedule of Performance (Exhibit "C") . The Agency and the
Redeveloper agree to perform all acts necessary to conveyance of
title or possession in sufficient time for title to be conveyed
in accordance with the foregoing provisions .
Possession of the Transfer Parcels shall be delivered to
the Redeveloper concurrently with the conveyance of title, except
that limited access may be permitted before conveyance of title
as permitted in Sections 4 . 14 and 4 . 15 of this Agreement .
Notwithstanding the foregoing, possession of the Redlands Avenue
Parcel may be transferred to the Redeveloper prior to the
conveyance of title as provided in Section 9. 2 of this Agreement .
The Redeveloper shall accept title (or possession
pursuant to Section 9 . 2) on or before the date established
therefor in this Section 4 . 4 .
4 .5 Form of Deed. The Agency shall convey title to the
Transfer Parcels to the Redeveloper in the condition provided in
Section 4 . 6 of this Agreement by Grant Deed(s) to the Redeveloper
in a form to be mutually approved by the parties, satisfactory to
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the title insurance company which will insure the title thereto,
consistent with the terms of this Agreement , and substantially in
the form set forth as Exhibit "F" attached and incorporated
herein.
4. 6 Condition of Title. The Agency shall convey to the
Redeveloper fee simple merchantable title to the Transfer Parcels
free and clear of all recorded liens, encumbrances, covenants,
assessments , easements, leases and taxes, except as are set forth
in the "Approved Title Exceptions , " to be mutually approved by
the parties . The Agency shall provide the Redeveloper with
preliminary title reports for the Transfer Parcels . The
Redeveloper shall review the title report and make any responses
thereto within fifteen ( 15) days of receipt. If the Redeveloper
does not respond within said period any title exceptions shall be
deemed acceptable to the Redeveloper .
4. 7 Time for and Place of Delivery of Deed. Subject to
any mutually agreed upon extension of time, and subject to the
provisions of Section 9 . 2 of this Agreement, the Agency shall
deposit the Grant Deed for the Transfer Parcels with the Escrow
Agent on or before the date established for the conveyance of the
Transfer Parcels in the Schedule of Performance (Exhibit "C" ) .
4. 8 Close of Escrow and Recordation of Grant Deed. The
Escrow Agent shall notify the Redeveloper in writing that the
Grant Deed, properly executed and acknowledged by the Agency, has
been delivered to the Escrow Agent and that title is in the
condition to be conveyed in conformity with the provisions of
Section 4.6 of this Agreement. The Redeveloper shall thereafter
deposit any sums required by this Agreement with the Escrow Agent
prior to the close of escrow. Upon the close of escrow, the
Escrow Agent shall file the Grant Deed for recordation among the
land records in the Office of the County Recorder for San
Bernardino County and shall deliver to the Redeveloper a title
insurance policy insuring title in conformity with Section 4. 9 of
this Agreement and thereafter shall deliver the Purchase Price to
the Agency.
4. 9 Title Insurance. Concurrently with recordation of
the Grant Deed, First American Title Insurance Company, or some
other title insurance company satisfactory to the Agency and the
Redeveloper having equal or greater financial responsibility ( the
"Title Company" ) , shall provide and deliver to the Redeveloper a
title insurance policy issued by the Title Company insuring that
title is vested in the Redeveloper in the condition required by
Section 4.6 of this Agreement. The Title Company shall provide
the Agency with a copy of the title insurance policy, and the
title insurance policy shall be in an amount equal to
$616, 958.00 , the fair market value of the Transfer Parcels or in
such other amount as the Redeveloper may specify as hereinafter
provided.
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S_
Concurrently with the recording of the Grant Deed
conveying title to the Transfer Parcels, the Title Company shall ,
if requested by the Redeveloper, provide the Redeveloper with an
endorsement to insure the amount of the Redeveloper ' s estimated
development costs of the improvements to be constructed upon the
Transfer Parcels.
4 . 10 Taxes and Assessments . Ad valorem taxes and
assessments, if any, on the Transfer Parcels, and taxes upon this
Agreement or any rights hereunder , levied, assessed or imposed
for any period commencing prior to conveyance of title, or the
earlier transfer of possession pursuant to Section 9 . 2 of . this
Agreement , shall be borne by the Agency. All ad valorem taxes
and assessments levied or imposed for any period commencing after
the close of escrow, or the earlier transfer of possession
pursuant to Section 9 . 2 of this Agreement, shall be paid by the
Redeveloper .-
4 . 11
edeveloper :4 . 11 Conveyance Free of Possession. Except as may be
otherwise provided in the "Scope of Development, " attached hereto
as Exhibit "E" and incorporated herein by reference, the Transfer
Parcels shall be conveyed free of any possession or right. of
possession by any person except that of the Redeveloper and the
easements of record as shown on the Approved Title Exceptions
(Exhibit "G" ) .
4 .12 Zoning of the Transfer Parcels. The Agency (at its
sole cost and expense) shall insure that the zoning for the
Transfer Parcels is such as to permit the development, construc-
tion, use, operation and maintenance of the improvements speci-
fied in the Scope of Development (Exhibit "E" ) and this Agreement
to be developed and constructed thereon.
4 . 13 CEQA Requirements. All necessary environmental
assessments shall be prepared by the Agency (at its sole cost and
expense) for a commercial retail and office complex, and other
improvements to be undertaken pursuant to this Agreement, in
compliance with the requirements of the California Environmental
Quality Act, as amended (California Public Resources Code,
Section 2100 et seq. ; hereinafter referred to as "CEQA" ) and all
applicable state regulations and local ordinances and regulations
enacted pursuant thereto.
4 .14 Condition of the Transfer Parcels. Except as may
be otherwise specifically provided in the Scope of Development
(Exhibit "E" ) , the Transfer Parcels shall be conveyed from the
Agency to the Redeveloper in an "as is" condition, with no
warranty, express or implied, - by the Agency as to the condition
of the soil, its geology, or the presence of known or unknown
faults . The Redeveloper shall have access to all data and infor-
mation on the Transfer Parcels available to the Agency, but
without warranty or representation by the Agency as to the
completeness, correctness or validity of such data and
information. The Agency shall not be responsible for any items
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z
of Transfer Parcels work except those which are listed in the
Scope of Development as the Agency ' s responsibilities. It shall
be the sole responsibility of the Redeveloper, at its expense, to
investigate and determine the soil conditions of the Transfer
Parcels for the development to be constructed thereon. Except as
may be otherwise specifically provided in the Scope of
Development (Exhibit "E" ) , if the soil conditions are not in all
respects entirely suitable for the use or uses to which the
Transfer Parcels will be put, then it is the sole responsibility
and obligation of the Redeveloper to take such action as may be
necessary to place the soil conditions of the Transfer Parcels in
a condition entirely suitable for its development .
4.15 Preliminary Work by the Redeveloper . Prior to the
conveyance of title the Agency shall use its best efforts to
provide the Redeveloper or its representatives with the right of
access to the Site at all reasonable times for the purpose of
obtaining data and making surveys and tests necessary to carry
out this Agreement. The Agency shall provide the right of access
at all reasonable times to the Redeveloper to each portion of the
Site to which the Agency has possession for the purpose of
obtaining data and making surveys and tests necessary to carry
out this Agreement. Until such time as the Agency has conveyed
the Transfer Parcels or any portion thereof, the Redeveloper
agrees to and shall indemnify and hold the Agency harmless from
and against all liability, loss, damage , costs or expenses
( including reasonable attorney' s fees and court costs) arising
from or as a result of the death of any person or any accident ,
injury, loss or damage whatsoever caused to any person or to the
property of any person which shall occur on the Site which shall
be directly or indirectly caused by any acts done thereon or any
errors or omissions of the Redeveloper or its agents, servants ,
employees or contractors. The Redeveloper shall not be
responsible for (and such indemnity shall not apply to) any acts,
errors or omissions of the Agency or the City, or their
respective agents, servants, employees or contractors. The
Agency and City shall not be responsible for any acts, errors or
omissions of any person or entity except the Agency and the City
and their respective agents, servants, employees or contractors .
The obligations set forth in this Section shall remain
in effect until the final Certificate of Completion has been
issued by the Agency pursuant to Section 5 .22 hereof.
4.16 Submission of Evidence of Financing and Related
Documents. Within the times establishea therefor in the Schedule
of Performance (Exhibit "C" ) the Redeveloper shall submit to the
Agency evidence that the Redeveloper has obtained sufficient
equity capital and firm and binding commitments for financing
necessary for the development of the off-site and on-site
improvements in accordance with this Agreement. The Agency shall
approve or disapprove such evidence of financing within the time
established in the Schedule of Performance (Exhibit "C" ) . Fail-
ure of the Agency to approve or disapprove any such evidence of
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Financing within such time shall be deemed an approval . If the
Agency shall disapprove any such evidence of financing, the
Agency shall do so by written notice to the Redeveloper stating
the reasons for such disapproval . The Redeveloper shall promptly
obtain and submit to the Agency new evidence of financing. The
Agency shall approve or disapprove such new evidence of financing
in the same manner and within the same times established in this
Section for the approval or disapproval of the evidence of
financing as initially submitted to the Agency.
Such evidence of financing shall include the following
for the Transfer Parcels and each parcel of the Site for which
separate financing is obtained:
1 . The financing documents for construction of
the on-site and off-site improvements as required by the Scope of
Development (Exhibit "E" ) ; or
2. A copy of the commitment or commitments
obtained by the Redeveloper for the mortgage loan or loans
sufficient to finance the construction of the off-site and on-
site improvements as required by the Scope of Development
(Exhibit "E" ) , certified by the Redeveloper to be a true and
correct copy or copies thereof . The commitments for financing
shall be in such form and content acceptable to the Agency as
..reasonably evidences a legally binding,' firm and enforceable
commitment; and
3 . A copy of the contract between the Redeveloper
an& one or more general contractors for the construction of such
improvements, certified by the Redeveloper to be true and correct
copy thereof; and
4. A financial statement from the Redeveloper and
the general partners of the Redeveloper as evidence of other
sources of capital sufficient to demonstrate that the Redeveloper
has adequate funds to cover the difference, if any, between the
construction cost minus financing authorized by mortgage loans .
5. DEVELOPMENT OF THE SITE.
5. 1 Scope of Development . The Site shall be redeve-
loped by the Redeveloper as provided in the Scope of Development
(Exhibit "E" ) , the grant deed to the Transfer Parcels and plans
approved by the Agency pursuant to this Agreement .
5 . 2 Basic Concept and Schematic Drawings . Within the
time set forth in the Schedule of Performance (Exhibit "C" ) the
Redeveloper shall prepare and submit to the Agency for Agency
approval, Basic Concept and Schematic Drawings and related
documents containing the overall plan for development of the Site
and each parcel thereof. The Redeveloper and the Agency staff
after approval by the Agency shall initial and date each page of
those drawings and documents . The Site shall be developed as
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established in the approved Basic and Schematic Drawings and
related documents attached or to be attached and incorporated
herein as Exhibit "J" , except for such changes which may be
mutually agreed upon between the Redeveloper and the Agency. Any
such changes shall be within the limitations established in the
Scope of Development (Exhibit "E" ) . The Basic Concept and
Schematic Drawings shall include a site plan, elevations , and a
rendering showing the exterior design, architectural style and
appearance of the development.
5 . 3 Grading and Landscaping Plans. The Redeveloper
shall prepare and submit to the Agency forits approval, prelimi-
nary and final grading and landscaping plans for the Site and
each Parcel thereof . These plans shall be prepared, submitted
and approved within the times respectively established therefor
in the Schedule of Performance (Exhibit "C" ) . The grading plans
shall be prepared by a registered civil engineer and the
landscaping plans shall be prepared by a licensed landscape
architect, either or both of which may be the same firm as the
Redeveloper ' s architect .
5 . 4 Construction Drawings and Related Documents. The
Redeveloper shall prepare and submit construction drawings and
related documents for the development of the Site to the Agency
for review ( including, but not limited to, architectural review)
and written approval as and at the times established in the
Schedule of Performance (Exhibit "C" ) . The construction drawings
and related documents shall be submitted in two stages: prelim-
inary and 100% complete final working drawings, plans and speci-
fications . Final drawings, plans, and specifications are hereby
defined as those in sufficient detail to obtain a building
permit. Any items so submitted and approved in writing by the
Agency shall not be subject to subsequent' disapproval by the
Agency. Agency approval shall not be unreasonably withheld.
During the preparation of all drawings and plans, the
Agency staff and the Redeveloper shall hold regular progress
meetings to coordinate the preparation of, submission to, and
review of construction plans and related documents by the
Agency. The Agency staff and the Redeveloper shall communicate
and consult informally as frequently as is necessary to insure
that the formal submittal of -any documents to the Agency can
receive prompt and speedy consideration.
if any revisions or corrections of plans approved by the
Agency shall be required by a government official, Agency,
department or bureau having jurisdiction over the development of
the Site, the Redeveloper and the Agency shall cooperate in
efforts to obtain a waiver of such requirements or to develop a
mutually acceptable alternative.
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J
5 . 5 A enc Approval of Plans , Drawings and Related
Documents. As referred to in Section 5. 4 of this Agreement, the
Agency shall have the right of review ( including, but not limited
to, architectural review) of all plans, drawings and related
documents for the development of each Parcel, including any
proposed changes therein. The Agency shall approve or disapprove
such plans, drawings, and related documents referred to in
Sections 5 .2, 5. 3 and 5. 4 of this Agreement (and any. proposed
changes therein) within the times established in the Schedule of
Performance (Exhibit "C" ) . The Agency' s review is intended to
insure that the plans, drawings and related documents are consis-
tent with the Scope of Development (Exhibit "E" ) and with the.
Basic Concept and Schematic Drawings once they are submitted and
approved by the Agency. Any disapproval shall state in writing
the reasons for disapproval . The Redeveloper, upon receipt of a
disapproval shall revise such reasons for disapproval, shall
resubmit such revised portions to the Agency as soon as possible
after receipt of the notice of disapproval . The Agency shall
approve or disapprove such revised portions in the same manner
and within the same times as provided in this Section for
approval or disapproval of plans, drawings , and related documents
initially submitted to the Agency. No matter once approved shall
be subsequently disapproved. The Agency' s approval is not
intended to effect or duplicate any City approvals required to be
obtained by the Redeveloper in connection with the development of
the Site and each parcel thereof.
5 .6 Cost of Construction. The cost of redeveloping the
Site and constructing all improvements thereon shall, except as
expressly set forth in this Agreement and the Scope of Develop--
ment, , be borne exclusively by the Redeveloper , including costs
related to the demolition, recompaction, clearance, relocation,
and on and off-site public improvement installation work neces-
sary to serve the Site.
5.7 Construction and Develo ment Schedule of
Performance. After the conveyance of title to the Transfer
Parcels, the Redeveloper shall begin and thereafter complete the
construction and development of the improvements and the
development of the Site consistent with the Scope of Development
(Exhibit "E" ) . The Redeveloper shall begin and complete all
construction and development within the times specified in the
Schedule of Performance (Exhibit "C" ) or such reasonable exten-
sion of said dates as may be granted by the Agency. The Schedule
of Performance may be subject , to revision from time-to-time as
mutually agreed upon in writing between the Redeveloper and the
Agency.
From time to time during the period of construction as
reasonably requested by the Agency, the Redeveloper shall make
reports to the Agency on the progress of construction. The
reports shall be in such form and detail as may reasonably be
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t
required by the Agency and shall include a reasonable number of
construction photographs taken since the last report submitted by
the Redeveloper .
5.8 Bodily Injury, Property Damage and Workers '
Compensation Insurance. During the period commencing with any
preliminary work by the Redeveloper on the Site, and until such
time as the Agency has issued a Certificate of Completion with
respect to the construction of the improvements thereon, the
Redeveloper agrees to and shall indemnify and hold the Agency,
its officers, directors , agents, servants, employees and contrac-
tors harmless from and against all liability, loss, damage,
costs, or expenses ( including reasonable attorney' s fees and
court costs) arising from or as a result of the death of any
person or any accident, injury, loss or damage whatsoever caused
to any person or to the property of any person which shall occur
on the Site and which shall be directly or indirectly caused by
any acts done thereon or any errors or omissions of the Redevel-
oper or its officers, directors, agents, servants, employees or
contractors. The Redeveloper shall not be responsible for (and
such indemnity shall not apply to) any acts, errors or omissions
of the Agency or the City or their respective officers,
directors, agents, servants , employees or contractors . The
Agency and City shall not be responsible for any acts , errors or
omissions of any person or entity except the Agency and the City
and their respective officers, directors, agents, servants,
employees or contractors.
Prior to the commencement of construction on the Site,
the Redeveloper shall furnish or cause to be furnished to the
Agency duplicate originals or appropriate certificates of bodily
injury and property damage insurance policies in the amount of at
least one Million Dollars ( $1,000,000 ) for any person, Three
Million Dollars ( $3,000,000) for any occurrence, and One Million
Dollars ($1,000,000) property damage, naming the Agency and the
City as additional or coinsureds. The Redeveloper shall also
furnish or cause to be furnished to the Agency evidence satis-
factory to the Agency that any contractor with whom it has con-
tracted for the performance of work on the Site carries workers '
compensation insurance as required by law. The obligations set
forth in this Section shall remain in effect only until a final
Certificate of Completion has been issued by the Agency pursuant .
to Section 5. 22 hereof (except with respect to liability insur-
ance for the Access Parcel which shall continue for so long as
the Agency owns such parcel ) , and said policies shall provide
that they shall not be cancelled or reduced in coverages or
amounts without giving the Agency at least thirty ( 30 ) days prior
written notice, and that no such reduction or cancellation shall
become effective until at least twenty ( 20) days after receipt by
the Agency of the written notice thereof .
5.9 City and other Governmental Agency Permits . Before
commencement of construction or development of any buildings,
structures or other work of improvement upon the Site, the
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Redeveloper shall at its own expense secure or cause to be
secured any and all permits which may be required by the City or
any other governmental Agency affected by such construction,
development or work. The Agency shall provide all proper
assistance to the Redeveloper in securing these permits .
After conveyance of title to the Site, in the event any
proposed change in the plans for the improvements to be developed
and constructed on the Site would require additional or supple-
mentary environmental assessments, the Agency agrees to take such
steps as shall be necessary to prepare the same and to cause it
to be considered and certified as required by CEQA and all
applicable state regulations and local ordinances and regulations
enacted pursuant thereto.
5 . 10 Antidiscrimination DuringConstruction. The
Redeveloper for itself and its successors and assigns agrees that
in the construction of the improvements on the Site provided for
in this Agreement, the Redeveloper will not discriminate against
any employee or applicant for employment because of sex, marital
status, race, color, religion, creed, national origin, or ances-
try, and that the Redeveloper will comply with all applicable
local, state and federal fair employment laws and regulations.
5 .11 Local, State and Federal Laws . The Redeveloper
shall carry out the construction of the improvements on the Site
in conformity with all applicable laws, including all applicable
federal and state labor standards.
5 .12 Rights of Access . For the purpose of assuring
compliance with this Agreement, representatives of the Agency and
the ' City shall have the reasonable right of access to the Site
without charges or fees, at normal construction hours during the
period of construction for the purposes of this Agreement,
including but not limited to the inspection of the work being
performed in constructing the improvements. Such representatives
of the Agency or the City shall be those who are so identified in
writing by the Executive Director of the Agency.
5.13 Responsibilities of the Agency. The Agency without
expense to the Redeveloper or assessment or claim against
Redeveloper ' s interest in the Site shall perform all work
specified in the Scope of Development (Exhibit "E" ) for the
Agency to perform within the times specified in the Schedule of
Performance (Exhibit "C" ) .
5.14 Takes, Assessments, Encumbrances and Liens . The
Redeveloper shall pay when due all real property taxes and
assessments assessed and levied on the Site subsequent to convey-
ance of title thereto, or the earlier transfer of possession
pursuant to Section 9. 2 of this Agreement . The Redeveloper shall
not place and shall not allow to be placed on the Site any mort-
gage, trust deed, encumbrance or lien unauthorized by this Agree-
ment . The Redeveloper shall remove, or shall have removed, any
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levy or attachment made on the Site, or shall assure the satis-
faction thereof within a reasonable time but in any event prior
to a sale thereof.
Nothing herein contained shall be deemed to prohibit the
Redeveloper from contesting the validity or amounts of any tax,
assessment, encumbrance or lien, nor to Limit the remedies avail-
able to the Redeveloper in respect thereto.
5. 15 Prohibition Against Transfer . Prior to the recor-
dation of the Certificates of Completion ( referred to in Section
5 . 22 of this Agreement) with respect to the Site, the Redeveloper .
shall not, except as permitted by this Section 5. 15 and/or
Section 5 . 16 , assign or attempt to assign this Agreement or any
right herein, nor make any total or partial sale, transfer ,
conveyance or assignment of the whole or any part of the Site or
the improvements thereon, without prior written approval of the.
Agency. This prohibition shall not apply subsequent to the
recordation of such Certificate of Completion for each. Parcel.
Notwithstanding any other provision of this Agreement to
the contrary, the foregoing prohibition shall not apply to
subparagraphs (a) , (b) , (c) or (d) , provided that the Redeveloper
shall first obtain written approval from the Agency of the
proposed action in subparagraph (d) . The Agency shall approve or
disapprove such proposed action in subparagraph (d) in accordance
with Section 9 . 4 hereof and within fifteen (1.5) days from receipt
of Redeveloper ' s written request therefor . Any disapproval shall
state in writing the reasons for disapproval . In the event the
Agency fails to approve or disapprove the proposed action within
the fifteen ( 15) day period, the proposed action shall be deemed
approv'ed. The proposed actions to which this Section 5. 15 shall
apply are as follows:
(a) The granting by Redeveloper of a security interest
or interests in Transfer Parcels for the purpose of
financing the acquisition and development of the
Site, as permitted by Section 5.16 hereof; or
(b) The granting of easements or permits to facilitate
the development of the Site or portion thereof; or
(c) The sale or leasing for occupancy of any portion of
the improvements on the Transfer Parcels ;
(d) The assignment or delegation of all or portions of
the Redeveloper ' s rights or duties hereunder or the
sale, transfer or lease of all or portions of the
Site to a wholly--owned corporation of Redeveloper
or a general partnership in which Redeveloper has
at least a majority interest.
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In the absence of specific written agreement by the
Agency as set forth in Section 5.16 below, no such sale, trans-
fer , conveyance or assignment of the Site, or any rights in this
Agreement, or approval thereof by the Agency, shall be deemed to
relieve the Redeveloper or any other party from any obligations
under this Agreement.
5 . 16 No Encumbrances Except Mort a es, Deeds of Trust,
Sales and Lease-Backs or Other Financing for Development .
Notwithstanding Sections 5.15, mortgages, deeds of trust , sales
and lease-backs or any other form of conveyance required for any
reasonable method of financing are permitted before recordation
of a Certificate of Completion, but only for the purpose of
securing loans of funds to be used for financing the construction
of improvements on the Site and any other expenditures necessary
and appropriate to develop the Site under this Agreement . The
Redeveloper shall notify the Agency in advance of any mortgage,
deed of trust, sale and lease-back or other form of conveyance
for financing if the Redeveloper proposes to enter into the same
before recordation of a Certificate of Completion.
The Redeveloper shall not enter into any such conveyance
for financing without the prior written approval of the Agency,
which approval the Agency agrees to give if any such conveyance
for financing is given to a responsible financial or lending
institution or other acceptable person or entity who will finance
the development of the Site or portion thereof in a manner
consistent with the terms of this Agreement and not restrict or
impair the ability of the Redeveloper to carry out its obliga-
= tions hereunder . Such lender shall be deemed approved unless
rejected in writing by the Agency within ten ( 10 ) days after
notice thereof is given to the Agency. In any event , the
Redeveloper shall promptly notify the Agency of any mortgage,
deed of trust, sale and lease-back or other financing conveyance,
encumbrance or lien that has been created or attached thereto
prior to recordation of a Certificate of Completion of construc-
tion of the improvements on the Site or such portion thereof,
whether by voluntary act of the Redeveloper or otherwise.
The words "mortgage" and "deed of trust" as used herein
include all other appropriate modes of financing real estate
acquisition, construction and land development .
5. 17 Holder Not Obligated to Construct or Complete
Ism rovements. The holder of any mortgage, deed of trust or other
security interest authorized by this Agreement shall in no way be
obligated by the provisions of this Agreement to construct or
complete the improvements or �to guarantee such construction or
completion, nor shall any covenant or any provision in the deed
for the Site be construed so to obligate such holder, except if
the Redeveloper finances construction costs itself then it shall
remain responsible ' for the construction of the improvements on
the Site, as the case maybe. Nothing in this Agreement shall be
deemed to construe, permit or authorize any such holder to devote
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the Site to any uses, or to construct any improvements thereon,
other than those uses or improvements provided for or authorized
by this Agreement.
5.18 Notice of Default to Mortgage, Deed of Trust or
Other Security interest Holders; Right to Cure. Whenever the
Agency shall deliver any notice or demand to the Redeveloper with
respect to any breach or default by the Redeveloper in completion
of construction of the improvements, the Agency shall at the same
time deliver a copy of such notice or demand to each holder of
record of any mortgage, deed of trust or other security interest
and the lessor under a lease-back or grantee under any other
conveyance for financing authorized by this Agreement who has
previously made a written request to the Agency therefor . Each
such holder shall ( insofar as the rights of the Agency are
concerned) have the right , at its option, within ninety ( 90 ) days
after the receipt of the notice, to cure or remedy or commence to
cure or remedy any such default and to add the cost thereof to
the security interest debt and the lien on its security interest
or to the obligation of the lessee under any lease-back, or of
the grantor under any other conveyance for financing. In the
event there is more than one such holder , the right to cure or
remedy a breach or default of the Redeveloper under this Section
5. 18 shall be exercised by the holder first in priority or as the
holders may otherwise agree among themselves, but there shall be
only one exercise of such right to cure and remedy a breach or
default of the Redeveloper under this Section 5. 18 . If such
default shall be a default which can only be remedied or cured by
such holder upon obtaining possession, such holder shall seek to
obtain possession with diligence and continuity through a
receiver or otherwise, and shall remedy or cure such default
within ninety ( 90 ) days after obtaining possession; provided that
in the case of a default which cannot with diligence be remedied
or cured, or the remedy or cure of which cannot be commenced
within such 90 day period, such holder shall have such additional
time as reasonably necessary to remedy or cure such default of
the Redeveloper .
Nothing contained in this Agreement shall be deemed to
permit or authorize such holder to undertake or continue the
construction or completion ,of the improvements (beyond the extent
necessary to preserve or protect the improvements or construction
already made) without first having expressly assumed the Redevel-
oper ' s obligations to the Agency by written agreement satisfac--.
tory to the Agency. The. holder in that event must agree to
complete, in the manner provided in this Agreement , the improve-
ments to which the lien or title of such holder relates , and if
there is an material adverse change in the financial condition of
the holder since the holder was approved by the Agency as the
lender pursuant to the terms of Section 5 . 16 of this Agreement ,
then the Agency may require the holder to submit evidence satis-
factory to the Agency that it has the qualifications and finan-
cialresponsibility necessary to perform such obligations. The
Agency shall approve the holder if it can demonstrate that it has
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i
the financial ability to complete the improvements. Any such
holder properly completing such improvements shall be entitled,
upon written request made to the Agency, to a Certificate of
Completion from the Agency.
5. 19 Failure of Holder to Complete Improvements . In any
case where six ( 6) months after default by the Redeveloper in
completion of construction of improvements under this Agreement,
the holder of any mortgage, deed of trust or other security
interest creating a lien or encumbrance upon the Transfer Parcels
or such portion thereof, has not exercised the option to
construct, or if it has exercised the option and has not
proceeded diligently with construction, the Agency may purchase
the mortgage, deed of trust or other security interest by payment
to the holder of the amount of the unpaid debt, plus any accrued
and unpaid interest . If the ownership of the Transfer Parcels or .
such portion thereof has vested in the holder , the Agency, if it.
so desires, shall be entitled to a conveyance from the holder to
the Agency of the Transfer Parcels or such portion thereof upon
payment to the holder of an amount equal to the sum of the
following:
(a) The unpaid mortgage, deed of trust or other
security interest debt at the time title became vested in the
holder ( less all appropriate credits, including those resulting
from collection and application of rentals and other income
received during foreclosure proceedings) ;
(b) . All expenses with respect to foreclosure;
(c) The net expenses, if any (exclusive of general
overhead) , incurred by the holder as a direct result of the
subsequent management of the Site or any part thereof;
holder; and (d) The costs of any improvements made by such
(e) An amount equivalent to the interest that
would have accrued on the aggregate of such amounts had all such
amounts become part of the mortgage or deed of trust debt and
such debt had continued in existence to the date of payment by
the Agency.
5. 20 Right of Agency to Cure Mort a e, Deed of Trust or
Other Security Interest default. In the event of a default or
breach by the Redeveloper of a mortgage, deed of trust or other
security interest prior to the issuance by the Agency of a
Certificate of Completion foe the improvements on the Site or
such portion thereof, and the holder of any such security
interest has not exercised its option to complete the develop-
ment, as provided in Section 5. 19 above, the Agency may cure the
default prior to completion of any foreclosure. In such event,
the Agency shall be entitled to reimbursement from the Redevel-
oper of all costs and expenses reasonably incurred by the Agency
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in curing the default . The Agency shall also be entitled to a
lien upon the Transfer Parcels or such portion thereof to the
extent of such costs and disbursements. Any such lien shall be
subordinate and subject to any mortgage, deed of trust or other
security instrument or sale and lease-back or other conveyance
for financing executed for the sole purpose of obtaining funds to
purchase and/or develop the Site, to construct the improvements
thereon, and to finance such costs and to pay all costs reason-
ably related to the Redeveloper ' s obtaining and performing this
Agreement .
5 . 21 Right of the Agency to Satisfy Other Liens on the
Site After Title Passes. After the conveyance of title to the
Transfer Parcels and prior to recordation by the Agency of a
Certificate of Completion, and after the Redeveloper has had a
reasonable time to challenge, insure or satisfy any liens or
encumbrances on the Transfer Parcels, the Agency, after ten ( 10 );
days prior written notice to the Redeveloper , shall have the
right to satisfy any such liens or encumbrances, provided,
however , that nothing in this Agreement shall require the
Redeveloper to pay or make provision for the payment of any tax,
assessment, lien or charge so long as the Redeveloper in good
faith shall contest the validity or amount thereof, and so long
as such delay in payment shall not subject the Site to forfeiture
or sale .
5 . 22 Certificate of Completion. Promptly after comple-
tion of all construction and development to be completed by the
Redeveloper on and off of the Site , as generally and specifically
required by this Agreement and in particular the Scope of
Development (Exhibit "E" ) , the Agency shall furnish the
Redeveloper with a recordable Certificate of Completion,
substantially in the form of Exhibit "I" attached hereto, upon
written request therefor by the Redeveloper .
The Certificate of Completion shall be and shall so
state conclusive determination of satisfactory completion of the
construction required by this Agreement upon the Site and of full
compliance with the terms of this Agreement relating to commence-
ment and completion of construction on the Site. After recorda-
tion of such Certificate of Completion, any party then owning or
thereafter purchasing, leasing or otherwise acquiring any
interest in the Site covered by said Certificate of Completion
shall not (because of such ownership, purchase, lease or acquisi-
tion) incur any obligation or liability under this Agreement with
respect to the commencement and completion of construction for
which such Certificate of Completion is issued, except that such
party shall be bound by the covenants contained in Sections 6 . 1
through 6 . 4 ( inclusive) of this Agreement and the Grant Deed to
the Transfer Parcels. Except as otherwise provided herein, after
the issuance of a Certificate of Completion for the Site, neither
the Agency, the Cityrnor any other person shall have any rights,
remedies or controls with respect to the Site that it would
otherwise have or be entitled to exercise under this Agreement as
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i
I
a result _of a default in or breach of any provision of this
Agreement relating to the commencement or completion of construc-
tion on the Site, and the respective rights and obligations of
the parties with reference to the Site shall be as set forth in
Sections 6 .1 through 6.4 ( inclusive) of this Agreement and the
Grant Deed of the Transfer Parcels.
The Agency shall not unreasonably withhold any
Certificate of Completion. If the Agency refuses or fails to
furnish a Certificate of Completion after written request from
the Redeveloper , the Agency shall, within thirty ( 30) days after
such written request, provide the Redeveloper with a written
statement of the reasons the Agency refused or failed to furnish
a Certificate of Completion. The Statement shall also contain
the Agency' s opinion of the action the Redeveloper must take to
obtain a Certificate of Completion. If the reason for such
refusal is confined to the immediate availability of specific
minor finish items or materials, the Agency will issue its
Certificate of Completion upon the posting of a bond by the
Redeveloper with the Agency in an amount representing a fair
value of the work not. yet completed. If the Agency shall have
failed to provide such written statement within said 30-day
period, the Redeveloper shall be deemed entitled to the
Certificate of Completion.
Such Certificate of Completion shall not constitute
evidence of compliance with or satisfaction of any obligation of
the Redeveloper to any holder of a mortgage, or any insurer of a
mortgage securing money loaned to finance the improvements , or
any part thereof. Such Certificate of Completion is not notice
of .completion as referred to in the California Civil Code Section
3093.
If the Agency consents to the sale and/or ground lease
of a portion or portions of the Transfer Parcels, to a
"Responsible Party" pursuant to the terms and conditions of
Section 9 .1 of this Agreement, the Agency shall furnish such
Responsible Party or Parties, as the case may be, with separate
Certificate(s) of Completion for each such Parcel sold and/or
ground leases, and the failure of any such Responsible Party or
Parties to obtain a Certificate of Completion shall not result in
the default of the Redeveloper . or any other Responsible Parties
or vice versa.
6 . SITE, USE RESTRICTIONS:
6. 1 Uses .
A. The Redeveloper covenants and agrees for
itself, its successors, its assigns and every successor in
interest to the Site or any part thereof, that during
construction and thereafter , the Redeveloper, its successors and
assignees, shall devote the Site to the uses specified in the
approved -permits for the retail and office buildings, this
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Agreement, the Grant Deed for the Transfer Parcels, the Scope of
Development (Exhibit "E" ) and the Redevelopment Plan for the
Project, and for no other uses or purposes.
B. The Redeveloper acknowledges and agrees that
it is the desire of the Agency that , to the maximum extent
possible, the improvements to be constructed by the Redeveloper
on the Site be occupied by retail or other sales-and-use-tax-
generating businesses and tenants. In view of the concerns and
desires of the Agency, the Redeveloper agrees that all of its
advertising and literature with respect to the Redlands Park
Plaza Project shall refer to the project as a retail and garden
office complex. in addition, the Redeveloper will use its best
efforts in the mailing of brochures and related marketing of the
project to contact local, regional and national retail tenants .
For a period of twelve ( 12) mont-hs after the
execution of this Agreement, the names and descriptions of all
prospective business tenants intending to occupy leaseable area
on the ground floor of the Redlands Park Plaza Project shall be
submitted by the Redeveloper to the Agency for the Agency' s
review and approval . During such period, the Agency shall have
the absolute right to decline approval of any proposed tenant if
the approval of such tenant would result in greater than fifty
percent (50%) of the leaseable area on the ground floor of
Redlands Park Plaza being occupied by tenants and business whose
principal activities do not generate sales and use taxes to the
City of Redlands .
6 . 2 Maintenance of the Site. The Redeveloper shall
maintain all improvements on the Site and shall keep the Site
free from any accumulation of debris or waste materials . The
Redeveloper shall also maintain all the public improvements,
including the landscaping, which it is required to maintain under
the Scope of Development ( Exhibit "E" ) .
6. 3 Obligation to Refrain from Discrimination. The
Redeveloper covenants and agrees for itself, its successors, its
assigns and every successor in interest to the Site or any part
thereof, that there shall be no discrimination against or
segregation of any person or group of persons on account of race,
color , creed, religion, sex, marital status , ancestry or national
origin in the sale, lease, sublease, transfer , use, occupancy,
tenure or enjoyment of the Site, nor shall the Redeveloper
itself, or any person claiming 'under or through it, establish or
permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number ,
use or occupancy of tenants, lessees, subtenants, sublessees or
vendees of the Site. The foregoing covenants shall run with the
land and shall remain in effect in perpetuity.
6 . 4 Form of Nondiscrimination and Nonsegregation
Clause . The Redeveloper shall refrain from restricting the
rental, sale or lease of the Site or portion thereof on the basis
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I
Y T
of race, color, creed, religion, sex, marital status, ancestry or
national origin of any person. All such deeds, leases or
contracts- shall contain or be subject to substantially the
following nondiscrimination or nonsegregation clauses:
1 . In deeds : "The grantee herein covenants by
and for himself, his heirs, executors, and assigns , and all
persons claiming under or through them, that there shall be no
discrimination against or segregation of any person or group of
persons on account of race, color, creed, religion, sex, marital
status, ancestry or national origin in the sale, lease, sublease,
transfer , use, occupancy, tenure or enjoyment of the land herein
conveyed, nor shall the grantee himself, or any persons claiming
under or through him, establish or permit any such practice or
practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees in the land herein
conveyed. The foregoing covenants shall run with the land. "
2. In leases : "The lessee herein covenants by
and for himself, his heirs, executors, administrators and
assigns, and all persons claiming under or through him, and this
lease is made and accepted upon and subject to the following
conditions:
'That there shall be no discrimination against or
segregation of any person or group of persons on account of race,
color , creed, religion, sex, marital status, ancestry or national
origin in the leasing, subleasing, transferring, use, occupancy,
tenure or enjoyment of the land herein leased nor shall the
lessee himself, or any person claiming under or through him,
establish or permit any such practice or practices of
discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees,
sublessees, subtenants or vendees in the land herein leased. '"
3 . In contracts: "There shall be no discrimi-
nation against or segregation of any persons or group of persons
on account of race, color, creed, religion, sex, marital status,
ancestry or national origin in the sale, lease, transfer, use,
occupancy, tenure or enjoyment of the land, nor shall the
transferee himself, or any person claiming under or through him,
establish or permit any such practice or practices of discrim-
ination or segregation with reference to the selection, location,
number , use or occupancy of tenants, lessees, subtenants,
sublessees or vendees of the land. "
6 . 5 Effect and Duration of Covenants. Except as may be
otherwise provided, the covenants contained in this Agreement and
the Grant Deed for the Transfer Parcels shall remain in effect
until the termination date of the Redevelopment Plan (September
26, 1997) or any extension thereof. The covenants against
discrimination shall remain in effect in perpetuity. The
covenants established in this Agreement and the Grant Deed shall ,
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without regard to technical classification and designation, be
binding for the benefit and in favor of the Agency, its
successors and assigns , the City and any successor in interest to
the Transfer Parcels or any part thereof.
The Agency and the City are deemed the beneficiaries df
the terms and provisions of this Agreement and of the covenants
running with the land for and in its own rights and for the
purposes of protecting the interests of the community and other
parties, public or private, in whose favor and for whose benefit
this Agreement and the covenants running with the land have been
. provided. This Agreement and the covenants shall run in favor of
the Agency without regard to whether the Agency has been, remains
or is an owner of any land or interest therein in the Site, any
parcel or subparcel, or in the Project Area. The Agency shall
have the right, if the Agreement or covenants are breached, to
exercise all rights and remedies and to maintain any actions or
suits at law or in equity or other proper proceedings to enforce
the curing of such breaches to which it or any other benefici-
aries of this Agreement and covenants may be entitled.
7. DEFAULTS, REMEDIES AND TERMINATION.
7 .1 Defaults --- General. Subject to the extensions of
time set forth in Section 8, failure or delay by either party to
perform any term or provision of this Agreement constitutes a
default under this Agreement . The party who so fails or delays
must immediately commence to cure, correct or remedy such failure
or delay, and shall complete such cure, correction or remedy with
reasonable diligence and during any period of curing shall not be
in default.
The injured party shall give written notice of default
to the party in default, specifying the default complained of by
the injured party. The injured party may not institute proceed-
ings against the party in default until thirty ( 30) days after
giving such notice. Failure or delay in giving such notice shall
not constitute a waiver of any default, nor shall it change the
time of default.
Except as otherwise expressly provided in this
Agreement, any failure or delay by either party in asserting any
of its rights or remedies as to any default shall not operate as
a waiver of any default or of any such rights or remedies or
deprive 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.
7 . 2 Legal Actions.
7 . 2.1 Institution of Legal Actions . In addition
to any other rights or remedies, either party may institute legal
action to cure, correct , or remedy any default , to recover
damages for any default , or to obtain any other remedy consistent
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with the purpose of this Agreement . Such legal actions must be
instituted in the Superior Court of the County of San Bernardino,
State of California, in any other appropriate court in that
county, or in the Federal District Court in the Central District
of California. The prevailing party in any such legal action may
recover its reasonable attorney ' s fees .
7.2.2 Applicable Law. The laws of the State of
California shall govern the interpretation and enforcement of
this Agreement.
7. 2. 3 Acceptance of Service of Process . In the
event that any legal action is commenced by the Redeveloper
against` the Agency, service of process on the Agency shall be
made by- personal service upon the Executive Director or Secretary
of the Agency, or in such other manner as may be provided by law.
In the event that any legal action is commenced by
the Agency against the Redeveloper , service of process on the
Redeveloper shall be made by personal service upon any partner or
agent of the Redeveloper (authorized to accept service on behalf
of the Redeveloper) or in such other manner as may be provided by
law and shall be valid whether made within or without the State
of California.
7.2.4 Rights and Remedies Are Cumulative. Except
as otherwise expressly stated .in this Agreement, the rights and
remedies of the parties are cumulative, and the exercise by
either party of one or more of such rights or remedies shall not
preclude the exercise by it, at the same or different times, of
any other rights or remedies for the same default or any other
default by the other party.
7 .2. 5 Damages. If the Redeveloper or the Agency
defaults with regard to any of the provisions of this Agreement,
the nondefaulting party shall serve written notice of such
default upon the defaulting party. If the default is not cured
or commenced to be cured by the defaulting party within thirty
(30) days after service of the notice of default, the defaulting
party shall be liable to the other party for any damages caused
by such default, except . as otherwise expressly provided in
Sections 7 .3.1 and 7 . 3 . 2 hereof.
7.2.6 Specific Performance. If the Redeveloper or
the Agency defaults under any of the provisions of this
Agreement, the nondefaulting party shall serve written notice of
such default upon the defaulting party. If the default is not
commenced to be cured by the defaulting party within thirty ( 30 )
days of service of the notice of default, the nondefaulting
party, at its option, may institute an action for specific
performance of the terms of this Agreement.
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7. 3 Remedies and Rights of Termination.
7 . 3. 1 Termination by the Redeveloper .
(a) The Redeveloper at its option may termin-
ate this Agreement if the Agency after and despite its best
efforts subject to the Agency' s obligations under the California
Redevelopment Law, the Redevelopment Plan and the Rules Governing
Participation and Preferences by Owners, Operators of Businesses
and Tenants in the Redlands Redevelopment Project Area, adopted
by the Agency on September 26, 1972 ( "Owner Participation Rules" )
as it deems necessary or appropriate by the Agency, is unable to
tender conveyance of title to the Transfer Parcels in the manner
and condition required by this Agreement, and within the time
established therefor in the Schedule of Performance (Exhibit
"C" ) , and any such failure is not cured within thirty ( 30) days
after written demand by the Redeveloper . In the event of such
termination pursuant to this paragraph, neither the Agency nor
the Redeveloper shall have any further rights against or
liability to the other under this Agreement , and the
Redeveloper ' s Deposit as required in Section 3. 6 of this
Agreement, shall be returned to the Redeveloper as provided in
this Agreement.
(b) The Redeveloper at its option may termi-
nate this Agreement if, prior to the transfer of the Transfer
Parcels, the Redeveloper is unable to obtain financing for the
construction and development of the improvements to be
constructed on and off the Site after and despite its best
efforts to do so prior to the possession thereof , in the manner
and condition, and within the time established therefor in the
Schedule of Performance (Exhibit "C" ) , and Redeveloper provides
written evidence of such best efforts and written notice of its
inability to obtain financing to Agency. In the event of such
termination pursuant to this paragraph, neither the Agency nor
the Redeveloper shall have any further rights against or
liability to the other under this Agreement and the Redeveloper ' s
Deposit shall be returned to the Redeveloper as provided in
Section 3 .6 of this Agreement.
7 . 3. 2 Termination by the Agency.
(a) The Agency at its option may terminate
this Agreement with respect to the Site if the Redeveloper does
not deliver to the Agency the Redeveloper ' s Letter of Credit or
other form of deposit as provided for in Section 3.6 of this
Agreement within the time established therefor in the Schedule of
Performance (Exhibit "C" ) , and such breach is not cured within
thirty ( 30) days after the date of written demand therefor by the
Agency. In the event of such termination pursuant to this
paragraph, neither the Agency nor the Redeveloper shall have any
further rights against or liability to the other under this
Agreement .
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(b) The Agency at its option may terminate
this Agreement with respect to the Site if upon satisfaction of
all conditions precedent and concurrent under this Agreement , the
Redeveloper does not take title and/or possession to the Site
under tender by the Agency within the time established therefor
in the Schedule of Performance (Exhibit t " "
) , and such breach is
not cured within thirty ( 30 ) days after the date of written
demand therefor by the Agency. In the event of such termination
pursuant to this paragraph, neither the Agency nor the
Redeveloper shall have any further rights against or liability to
the other under this Agreement and the Redeveloper ' s Deposit
shall be retained by the Agency as provided in Section 3.6 of
this Agreement .
(c) The Agency at its option may terminate
this Agreement with respect to the Site if the Redeveloper
assigns or attempts to assign this Agreement, or any rights
herein; or makes any total or partial sale, transfer or convey-
ance of the whole or any part of the Site or the improvements to
be developed thereon in violation of the terms of this Agreement,
and such breach is not cured within thirty ( 30) days after writ-
ten demand therefor by the Agency. in the event of such termi-
nation pursuant to this paragraph, neither the Agency nor the
Redeveloper shall have any further rights against or liability to
the other under this Agreement and the Redeveloper ' s Deposit
shall be retained by the Agency as provided in Section 3 .6 of
this Agreement .
(d) The Agency at its option may terminate
thi.s Agreement with respect to the Site if the Redeveloper does
not submit construction drawings and related documents, or any to
such drawings , within the time respectively established therefor
in . the Schedule of Performance (Exhibit "C" ) and such breach is
not cured within thirty (30) days after the date of written
demand therefor by the the Agency. In the event of such termi-
nation pursuant to this paragraph, neither the Agency nor the
Redeveloper shall have any further rights against or liability to
the other under this Agreement and the Redeveloper ' s Deposit
shall be retained by the Agency as provided in Section 3 .6 of
this Agreement.
(e) The Agency at its option may terminate
this Agreement with respect to the Site if the Redeveloper has
not submitted to the Agency satisfactory evidence of financing as
required in Section 4 . 16 of this Agreement sufficient to enable
Redeveloper to finance construction and development of the
improvements to be constructed on the Site under the Scope of
Development (Exhibit "E" ) on , or prior to the date set forth
therefor in the schedule of Performance (Exhibit "C" ) , and such
breach is not cured within thirty ( 30) days after the date of
written demand therefor by the Agency. In the event of such
termination pursuant to this paragraph, neither the Agency nor
the Redeveloper shall have any further rights against or
liability to the other under this Agreement and the Redeveloper ' s
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F
Deposit may be returned to the Redeveloper or retained by the
Agency as provided in Section 3.6 of this Agreement.
( f) The Agency at its option may terminate
this Agreement with respect to the Site if the Agency is unable,
after and despite its best efforts, to acquire the Redlands
Avenue Parcel through negotiated purchase, and the Agency, in its
sole discretion, does not adopt a Resolution of Necessity as
required to obtain the immediate possession of all or part of the
Redlands Avenue Parcel as provided in Section 9 . 2 of this
Agreement within the time established therefor in Schedule of
Performance (Exhibit "C" ) . I-n the event of such termination
pursuant to this paragraph, neither the Agency nor Redeveloper
shall have any- further rights against or liability to the other
under this Agreement and the Redeveloper ' s deposit shall be
returned to the Redeveloper as provided in Section 3 .6 of this
Agreement.
7.4. bight _tQ Reenter,.,Repassess, Terminate and Revest .
( i ) The Agency shall .have the additional right, at its
option, to reenter and take possession of the Site, or any
portion thereof, with all improvements thereon and to terminate
and revest in the Agency the este conveyed to the Redeveloper,
if after conveyance of title to the Transfer Parcels, and prior
to the recordation by the Agency of the Certificate of Completion
for the Site, the Redeveloper shall in breach of its obligations
under this Agreement (or its successors in interest) :
a. Fail to commence construction of the improve-
ments as required by this Agreement for a period of ninety (90)
days after written notice thereof from the Agency to proceed; or
b. Abandon or substantially suspend construction
of the improvements for a period of ninety ( 90 ) days after writ-
ten notice of such abandonment or suspension from the Agency; or
C, Assign or attempt to assign this Agreement, or
any rights herein, or transfer or suffer any involuntary transfer
of any interest in the Site or any part thereof in violation of
this Agreement, and such violation shall not be cured within
ninety ( 90) days after written demand from the Agency.
( ii) The right to reenter , repossess, terminate, and
revest shall be subject to and be limited by and shall not
defeat, render invalid or limit:
a. Any mortgage, deed of trust or other security
instrument or sale and lease-back or other conveyance for financ-
ing permitted by this Agreement; or
b. Any rights or interests provided in this
Agreement for the protection of the holders of such mortgages,
deeds of trust or other security instruments, the lessor under a
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DE00039/3/23/87
4
sale and lease-back or the grantee under such other conveyance
for financing, providing that nothing herein shall be deemed to
impose upon the Agency any affirmative obligations (by the
payment of money, construction or otherwise) with respect to the
Site in the event of the Agency's exercise of its rights under
this Section 7. 4 .
The Grant Deed for the Transfer Parcels shall contain
appropriate references and provisions to give effect to the
Agency' s right , as set forth in this Section 7 . 4, under specified
circumstances prior to recordation by- the Agency of the
Certificate of Completion to " reenter "and take possession of the
Transfer Parcels, or any portion therebfl, with all improvements
thereon and 'to terming.te and revert th the Agency the estate
conveyed to` the Redeve°lbper .. h
i ) Upon the 'rev: .Ming in tie Agency of title to the
Transfer Pa'rce7 s or any 'part `',thereof as '�rdv`ided in this Section
7. 4, the . Agency shall, purki;}ant to it,s responsibilities under
state law, use its best effot`ts to resell the Transfer Parcels or
such portion , thereof as. sobs: and in $�ch manner as the Agency
shall find'= feasible and consistent with ' the objectives of such
law and of -the Redevelopment ;Plan to a qualified and Responsible
Party or part"i"es (aspdetermined by thee.Alency) , who will assume
the obligation of making or completing the improvements, or such
other improvements in their stead, as shall be satisfactory to
the Agency and in accordance with the uses specified for the
Site, or such portion thereof, in the Redevelopment Plan. Upon
such resale of the Site, or such portion thereof, the proceeds
thereof shall be applied:
a . First, to reimburse the Agency on its own
behalf or on behalf of the City, for all costs and expenses
incurred by the Agency, including but not limited to salaries to
personnel in connection with the recapture, management and resale
of the Site or such portion thereof (but less any income derived
by the Agency from the Site or such portion thereof in connection
with such management) ; all taxes, assessments, and water and
sewer charges with respect to the Site or such portion thereof;
any payments made or necessary to be made to discharge or prevent
from attaching or being made any subsequent encumbrances or liens
due to obligations, defaults or acts of the Redeveloper , its
successors or transferees, any expenditures made or obligations
incurred with respect to the making or completion of the improve-
ments or any part thereof on the Site or such portion thereof;
and by amounts otherwise owing the Agency by the Redeveloper;
b. Second, to � reimburse the Redeveloper , its
successor or transferee, up to the amount equal to the sum of :
(1) the purchase price paid to the Agency by the Redeveloper for
the Site (or allocable) to the part thereof) ; and ( 2 ) the costs
incurred for the development of the Site or part thereof, or for
the construction of the improvements thereon.
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DE00039/3/23/87
Any balance remaining after such reimbursements shall be
retained by the Agency as its property.
The rights established in this Section 7 . 4 are to be
interpreted in light of the fact that the Agency will convey the
Transfer Parcels to the Redeveloper for development and not for
speculation purposes .
8. GENERAL PROVISIONS.
8 . 1 Notices, Demands and :Communications Between the
Parties. Formal notices, demands an communications between the
Agency and the Redeveloper shall be-.,, sufficient;Iy;. given if dis-
patched by registered or certified mill, posta1_ 4
.prepaid, return
receipt requested, to the principa3-� c�fices ofAgency and the
Redeveloper as set forth in Section ;, 3. 5 heredf . Such written
notices, demands and communicat ;gg.,`_' may be nt in the same
manner' to such other addresses.. as a her party 6Y. "grom time to
time designate by mail.
8. 2 Conflict of Intere . .4 No mer, official or
.,.
employe of the Ag:�ncy shall have'. * personal, znt rest , direct
or indirect, in this Agreement nor s. ,all any s member, offi-
cial oremployee, . -part.'lcipate in ai decisiontX
s ating to this
Agreement which affects his personal interests or the interests
of any corporation, partnership or association in which he is
directly or indirectly interested.
8 . 3 Nonliability of Agency Officials and Employees. No
member, official, or employee of the Agency shall be personally
liable to the Redeveloper, or any successor in interest , in the
event 'of any default or breach by the Agency or for any amount
which may become due to the Redeveloper or to its successor, or
on any obligations under the terms of this Agreement.
8. 4 Extension of Times of Performance and Delays . In
addition to specific provisions of this Agreement, performance by
either party hereunder shall not be deemed to be in default where
delays or defaults are due to war; insurrection; strikes; lock-
outs; riots ; floods; earthquakes; fires; casualties; acts of God;
acts of the public enemy; epidemics; quarantine restrictions ;
freight embargoes; litigation, . including delays beyond the rea-
sonable control of the Agency in concluding eminent domain pro-
ceedings or related legal proceedings instituted by the Agency to
acquire and vacate the Site but in no event excusing any delay by
the Agency in conveying title or possession to the Site within
the time required by this Agreement; unusually severe weather ;
inability to secure necessary labor, materials or tools; delays
of any contractor, subcontractor or supplier ; acts of the other
party; acts or the failure to act of the City or any other public
or governmental Agency or entity (except that acts or the failure
to act of the Agency shall not excuse performance by the Agency)
or any other causes beyond the control or without the fault of
the party claiming an extension of time to perform. An extension
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DE00039/3/23/87
i
of time for any such cause shall be for the period of the
enforced delay and shall commence to run from the time of the
commencement of the cause, if notice by the party claiming such
extension is sent to the other party within thirty ( 30 ) days of
the commencement of the cause.
Times of performance under this Agreement may also be
extended in writing by the Agency and the Redeveloper .
8. 5 Inspection of Books and Records. The Agency has
the right, at all reasonable times to inspect the books and
records of the Redeveloper pertaining to the Site as pertinent to
the purposes of this Agreement . The Redeveloper also has the
right, at all reasonable times to inspect the books and records
of the Agency pertaining to the Site as pertinent to the purposes
of this Agreement .
8.6 Plans and Data. If this Agreement is terminated by
the Agency for any failure or default of the Redeveloper speci-
fied herein, the Redeveloper shall deliver to the Agency all
soils tests and grading plans (whether or not formally submitted
to the City or Agency) and all pians and data concerning the
Site.
8.7 Approvals. Approvals required of the Agency or the
developer shall not be unreasonably withheld and approval or
disapproval shall be given within the times set forth in this
Agreement, the Schedule of Performance (Exhibit C) or , if no time
is given, within a reasonable time.
Any requests for approvals submitted to the Agency shall
contain the following heading in bold type:
ATTENTION EXECUTIVE DIRECTOR:
THIS IS A REQUEST FOR AGENCY APPROVAL OF THE ATTACHED DOCUMENT.
PLEASE REVIEW THE MATERIAL AND APPROVE OR DISAPPROVE IT IN WRIT-
ING WITHIN THE TIME ESTABLISHED THEREFOR IN THE DISPOSITION AND
DEVELOPMENT AGREEMENT SCHEDULE OF PERFORMANCE;. FAILURE OF THE
AGENCY TO APPROVE OR DISAPPROVE- IN A TIMELY MANNER MAY RESULT IN
SUCH DOCUMENT BEING DEEMED APPROVED.
8.8 Real Estate Commissions . The Agency shall not be
liable for any real estate commissions, brokerage fees or finders
fees which may arise from this Agreement . The Agency and the
Redeveloper each represent tolthe other that it has engaged no
broker , agent, or finder in connection with this transaction.
8.9 Partici ation and Preferences by Owners, Operator s
of Businesses and Tenants Located in the Pro 'ect Area. The
Redeveloper agrees to cooperate with the Agency in carrying out
the Agency ' s obligations under the Rules Governing Participation
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DE00039/3/23/87
e
and Preferences by Owners, Operators of Businesses and tenants in
the Downtown Redevelopment Project Area, adopted by the Agency on
September 26, 1972.
Without limiting the generality of the foregoing, the
Redeveloper agrees to provide reasonable preferences for retail
and commercial businesses displaced by the development presently
located in the Project area to become lessees in the development
ahead of others from outside the Project area ( to the extent such
businesses are appropriate for such development and at rental
rates and other lease terms, consistent with such rental rates
and other lease terms to be offered to similar lessees of such
development) . The Agency agrees to provide Redeveloper with a
list of businesses eligible for preference under this Section.
9 . SPECIAL PROVISIONS.
9.1 Assumption of Obligations Under This Agreement .
The Agency acknowledges that it may be necessary or appropriate
for the Redeveloper prior to the issuance of the Certificate of
Completion (as referred to in Section 5. 22 of this Agreement) for e
the Site to sell and/or ground lease a portion or portions of the
Transfer Parcels to other persons or entities (hereinafter
referred to as a "Responsible Party" ) for the purpose of
redeveloping the entire Site. Notwithstanding the above, the
Redeveloper shall not sell or ground lease any part of the
Transfer Parcels or assign all or any part of this Agreement
without the prior written approval of the Agency. The Agency
agrees not to unreasonably withhold its consent to the sale
and/or ground lease of the Transfer Parcels to a Responsible
Party, subject to the conditions that such proposed Responsible
Party:
1 . Warrants, represents and agrees in writing
that its purchase or lease of such Transfer Parcels is for the
purpose of redevelopment of such Transfer Parcels in conjunction
with the balance of the Site and not for speculation in land
holdings;
2. Agrees in writing to assume the rights and
obligations conveyed, assigned, or transferred to it by the
Redeveloper pursuant to the terms and conditions of this
Agreement, and to keep and perform all covenants, conditions and
provisions of this Agreement which are applicable to the rights
acquired, including the Scope of Development (Exhibit E) and the
Schedule of Performance (Exhibit C) .
3. Agrees in writing to permit the Agency to
assume the rights set forth in Section 7 .4 of this Agreement with
respect to the applicable Transfer Parcels.
4 . Is a financially responsible entity with
experience and ability to develop and operate the improvements
contemplated for that portion of the Site under this Agreement .
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DE00039/3/23/87
t
For the purposes hereof, such entity must demonstrate that it can
finance the contemplated improvements in accordance with the
requirements of Section 4. 16 of this Agreement, and that it has
the requisite experience and ability to operate the contemplated
improvements. Such entity shall be deemed to have the requisite
experience and ability if it can demonstrate experience and
proven ability in the area of the business of the contemplated
improvements consistent with the nature of the improvements; or
if such entity which itself is not in such business, agrees to
enter into an agreement with an entity approved by the Agency.
Upon the Agency' s approval of the sale and/or
ground lease of a portion of the Site such portion shall be con-
sidered a separate and distinct development parcel (hereinafter
referred to as "Separate Development Parcel" ) to a Responsible
Party meeting the conditions set forth in this Section 9 . 1 , the
Redeveloper, shall be relieved of its , obligations accruing under
this Agreement with respect to such Separate Development Parcel
from and after the effective date of such conveyance or lease and
the Responsible Party of each Separate Development Parcel shall
not be responsible for any of the Redeveloper 's obligation here-
under which are not expressly assumed by the Responsible Party as.
required by subparagraphs ( 2) and ( 3) of this Section 9 . 1 .
9. 2 Transfer of Possession. If, prior to the time
provided in the Schedule of Performance (Exhibit "C" ) for
conveyance of the Transfer Parcels, the Agency has not obtained
title to all of the Transfer Parcels but has obtained a judicial
order (herein "order of immediate possession" ) authorizing the
Agency to take possession of one of more of the constituent
parcels, the Agency may deposit a copy of the order of immediate
possession with respect to such parcel or parcels in escrow if
necessary to do so in order to meet the requirements of Item 10
of the Schedule of Performance (Exhibit "C" ) . Notwithstanding
the provisions of this Agreement requiring the Agency to acquire
title to the Transfer Parcels prior to the time set for close of
escrow on the Transfer Parcels, and to deposit the Grant Deed for
said Transfer Parcels in escrow prior to such time, if the Agency
has so deposited said order of immediate possession with respect
to such parcel or parcels and:
1 . The Agency delivers .possession of such parcel
or parcels to the Redeveloper on or prior to the time set for
conveyance thereof; and
2 . The right of possession which the Redeveloper
acquires from the Agency is such that the Title Company will
issue an endorsement insuring that : (a) the Redeveloper has the
right to exclusive use and possession of all of such parcel or
parcels and; (b) the Agency is obligated to convey fee title to
such parcel or parcels to the Redeveloper ; and
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DE00039/3/23/87
3. The Agency is diligently proceeding with the
eminent domain action( s) seeking the rendering of a final
judgment, which judgment would authorize the taking, and the
Agency agrees to forthwith deposit the grant deed to such parcel
or parcels in escrow as provided in Section 4 .7 of this Agreement
when the Agency obtains title; then the Redeveloper shall not
terminate this Agreement under the provisions of Section 7 . 3 but
shall accept such right of possession and shall proceed with the
development of the Site . The Agency shall use its best efforts
to diligently acquire tit-le and conclude eminent domain
proceedings, and the escrow provided in Section 4 . 3 with respect
to the Transfer Parcels shall remain open until the grant deed to
such portion of the Transfer Parcels can be deposited therein in
accordance with this Section 9. 2.
9 . 3 Submission of Documents for Ap2roval . Whenever
this Agreement requires either party to submit plans, drawings or
other documents to the other party for approval , which shall be
deemed approved if not acted on by the other party within a
specified time, said plans, drawings or other documents shall be
accompanied by a letter stating that they are being submitted and
will be deemed approved unless rejected by the other party within
the stated time. If there is no time specified herein for such
action, the submitting party may submit a letter requiring
approval or rejection by the other party of documents within
thirty ( 30 ) days after submission to the other party or such
documents shall be deemed approved. Except where such approval is
expressly reserved to the sole discretion of the approving party,
all approvals required hereunder by either party shall be reason-
able and not unreasonably withheld.
9 . 4 Amendment of Redevelopment Plan. Pursuant to
provisions of the Redevelopment Plan for modification or amend-
ment thereof, the Agency agrees that no amendment which changes
the uses or development permitted on the Site or changes the
restrictions or controls that apply to the Site or otherwise
affects the Site shall be made or become effective without the
prior written consent of the Redeveloper . Amendments to the
Redevelopment Plan applying to other property in the Project Area
shall not require the consent of the Redeveloper .
9. 5 Amendments to This Agreement . The Redeveloper and
the Agency agree to mutually consider reasonable requests for
amendments to this Agreement which may be made by any of the
parties hereto, lending institutions, or bond counsel or finan-
cial consultants to the Agency, provided said requests are
consistent with this Agreement, and would not substantially alter
the basic business terms included herein. The Director and
Executive Director of the Agency are each authorized to approve
and execute amendments to this Agreement which are not of a
material nature, including, but not limited to, the granting of
extensions of time to the Redeveloper .
_35-
DE00439/3/23/87
9 . 6 Entire Agreement , Waivers and Amendments . This
Agreement is, executed in Live ( 5) duplicate originals each of
which is deemed to be an original . This Agreement comprises
pages 1 through 38 inclusive and Exhibits "A" through "ill
attached hereto and incorporated herein by reference, which
constitute the entire understanding and agreement of the parties .
This Agreement integrates all of the terms and condi-
tions mentioned herein or incidental hereto, and supersedes all
negotiations or previous agreemeftts between the parties with
respect to all or any part of the subject matter hereof .
All waivers of the provisions of this Agreement must be
in writing and signed by the appropriate authorities of the
Agency and the Redeveloper , and all amendments hereto must be in
writing and signed by the appropriate authorities of the Agency
and the Redeveloper .
9 . 7 Time for Acceptance of Aqreement by Agency. This
Agreement, when executed by the Redeveloper and delivered to the
Agency, must be authorized, , executed and delivered by the Agency
not later than the time set forth in the Schedule of Performance
(Exhibit "C" ) or this Agreement shall be void, except to the
extent that the Redeveloper shall consent in writing to further
extensions of time for the authorization, execution and delivery
of this Agreement . The effective date of this Agreement shall be
the date when this Agreement has been signed by the Agency.
Dated: April 17, 1987 REDEVELOPMENT AGENCY OF THE
CITY OF REDLANDS
By:
Chaix,,man-
ATTEST:
.By.,
-S-6creary, R:�Jlopment Agency
of the City � ( e dlands
( SIGNATURE PAGE CONTINUED)
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DE00039/3/2,3/87
APPROVED AS TO FORM:
BEST, BEST & KRIEGER
Counsel , Redevelopment Agency
of the City of Redlands
By:
Dated; April 17, 1987 H.G.H. PROPERTIES
a California limited partnership
General Partner
Gener l Partner
_3g_
DEOQ X13 9
I
EXHIBIT "A"
MAP OF SITE
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EXHIBIT "B"
LEGAL DESCRIPTION OF THE SITE
[To Be Attached]
DE00039/03/23/87
i
r
EXHIBIT "C"
SCHEDULE OF PERFORMANCE
(NOTE: The summary of Action Items listed in
this Schedule of Performance shall not be con-
strued as making any substantive changes in
the provisions of this Agreement to which such
Action Items refer . ]
Action Date
1. Good Faith Deposit. The Rede- On or before execution of this
veloper shall deliver the good Agreement by the Agency.
faith deposit to the Agency.
(Section 3. 6. )
2. Approved Title Exceptions . The On or before execution of this
Redeveloper and the Agency shall Agreement by the Agency.
agree on the approved title
exceptions to be attached hereto
as Exhibit G. (Section 4.6. )
3. Form of Grant Deed. The Agency On or before execution of this
and the Redeveloper shall agree Agreement by the Agency.
on the form of the Grant Deed for
the Transfer Parcels to be
attached hereto as Exhibit F.
(Section 4 . 5. )
4. Execution of Agreement by Within 30 days after the Redeveloper
A enc . The Agency shall hold a executes this Agreement and delivers
pubs hearing to authorize it to the Agency.
execution of this Agreement, and
if so authorized, the Agency
shall execute this Agreement.
(Section 9.6. )
5 . Acquisition of the Transfer Prior to or simultaneous with the
Parcels . The Agency skull acquire close of escrow between Agency and
the Parking Lot Parcels from the the Redeveloper.
City and the Redlands Avenue
Parcel . ( Section 4. 1 . )
C-1
6. Opening of Escrow. The Agency Immediately following the execution
shall open an escrow for convey- of this Agreement by the Agency.
ance of the Transfer Parcels to
the Redeveloper . (Section 4. 3 . )
7. Submission -- Evidence of Equity As soon as possible following the
Capital and Mort a e Financing execution of this Agreement by the
for Development of the Site. The Redeveloper, but in any case prior to
Redeveloper shall submit to the execution of this Agreement by the
Agency for review and approval Agency.
evidence of equity capital for
the development of the Site.
( Section 4. 16)
8. Approval --- Evidence of Equity Prior to the date set forth for the
Capital and Mortgage Financing close of escrow.
for Develo ment of the Site. The
Agency shall approve or dis-
approve the Redeveloper ' s evi-
dence of equity capital and
mortgage financing. ( Section
4. 6. )
9 . Ado tion of Resolution of On or before May 6, 1987 .
Necessity. In the event the
Agents unable to acquire the
Redlands Avenue Parcel or any
portion thereof through
negotiated purchase, the Agency
shall hold a hearing to consider
the adoption of a Resolution of
Necessity to acquire such parcel
or portion thereof by eminent
domain. (Section 4 . 1 . )
10 . Close of Escrow. The Agency Within 10 days after the acquisition
shall convey title (or possession of the Transfer Parcels by the
as specified in Section 9 . 2) to Agency, but in no event later than
the Transfer Parcels to the June 30, 1987 .
Redeveloper, and the Redeveloper
shall accept such conveyance.
( Section 4. 4. )
11 . Submission--Basic Concept Draw- Concurrently with the execution of
ings. The Redeveloper shall pre- this Agreement by the Redeveloper .
pare and submit to the Agency for
review and approval Basic Concept
Drawings, related documents
containing the overall plan for
development of the Site .
(Section 5. 2 . )
C-2
12. Approval--Basic Concept Draw- Prior to the execution of this Agree-
ings. The Agency shall approve ment by Agency.
or disapprove the Redeveloper ' s
Basic Concept Drawings, related
documents (Section 5. 2. )
13 . Submission--Preliminary Construc- Concurrently with the execution of
tion Drawn s and Landscaping and this Agreement by Redeveloper .
Grad.in_g Plans. The Redeveloper
shall prepare and submit to the-
Agency for review and approval
Preliminary Construction Drawings
and Landscaping and Grading Plans
for the Site. (Section 5. 4. )
14. Approval--Preliminary Construc- Within 15 days after receipt thereof
tion Drawings and Landscaping and by the Agency.
Grading Plans . The Agency shall
approve or disapprove the Rede-
veloper ' s Preliminary Construc-
tion Drawings and Landscaping and
Grading Plans. (Section 5 . 5. )
15. Submission--Final Construction Not later than 10 days prior to the
and Grading date set for the close of escrow.
Plans.�gs� Landscaping
L
_..
The eloper shall
prepare and submit to the Agency
for review and approval Final
Construction Drawings and Land-
scaping and Grading Plans for the
Site. Section, 5 .4 . )
16 . Approval--Final Construction On or before the date set for the
DrawingGradingPlans . The As Landscaping,• ..,_ and close of escrow.
Agency shall
approve or disapprove the Rede-
veloper ' s Final Construction
Drawings and Landscaping and
Grading Plans. ( Section 5. 5. )
17. Governmental Permits. The Rede- Prior to the commencement of
veloper shall obtain any and all construction of Redeveloper ' s
permits required by the City or improvements.
any other governmental agency.
(Section 5. 9 . )
C-3
y
18. Commencement of Construction of Within 30 days after the close of
Redeveloper ' s Improvements . The escrow,
Redeveloper shall commence con-
struction of the improvements to
be constructed on -- and off the
Site. (Section 5.7 . )
19. Agency' s Work . The Agency shall On a schedule which will coordinate
commence and complete the work with the Redeveloper ' s planning and
specified in this Agreement and construction schedule.
the Scope of Development (Exhibit
"E" ) to be performed by the
Agency. ( Section 5 .13 . )
20. Completion of Construction of Within 9 months after commencement
Redeveloper ' s Improvements . The thereof by the Redeveloper .
Redeveloper shall complete
construction of the improvements
to be constructed on and off of
the Site. ( Section 5 .7 . )
21 . Issuance---Certificate of Comple- Promptly after completion of all con-
tion. The Agency shall furnish struction required to be completed by
the Redeveloper with a Certifi- the Redeveloper on the Site and upon
cate of Completion (Section 5 . 22) written request therefor by the
Redeveloper .
22. Commencement of Operations . The Within 30 days after issuance of a
Redeveloper shall commence opera- Certificate of Completion by the
tion of the improvements on the Agency.
Site.
C-4
DEO0039C/03/23/87
EXHIBIT "D"
[ Intentionally Omitted]
[ Intentionally Omitted]
DEO0039/03/23/87
EXHIBIT E
SCOPE OF DEVELOPMENT
1 . GENERAL
The Site shall be designed and developed as a first class
upscale integrated commercial retail and office complex intended
to be in harmony and compatible with similarly restored and-
redeveloped areas and commercial buildings in the downtown
area . All buildings, structures and improvements on the Site
shall carry out an overall early California and/or Mediterranean
architectural theme.
The open spaces on the Transfer Parcels where they exist
shall be designed, landscaped. and developed with the same degree
of quality and with the same architectural theme. The total
development shall be in acceptable conformity with the
Redevelopment Plan for the Redevelopment 'Project. The Agency and
the Redeveloper will cooperate and direct their consultants ,
architects and/or engineers to cooperate so as to ensure the
continuity and coordination vitally necessary for the proper and
timely completion of the development of the Site.
The Site shall be developed in accordance with preliminary
and final Construction Drawings and related documents as approved
by the City and, as to the work to be designed and/or constructed
by the Redeveloper as set forth in this Scope of Development,
preliminary -and final construction drawings .and related documents
as approved by the Agency. Such approved drawings and related
documents shall be deemed in conformity with this Scope of
Development .
2. PRIVATE DEVELOPMENT
A. Redevelo er ' s On-Site Im rovements
The improvements to be constructed by the Redeveloper on the
Site shall include:
1 . A first class, two-story, multi-building retail and
"garden office" complex with not less than 74, 930 square feet of
gross leasable area for retail , commercial and complimentary
office uses.
2 . Not less than 385 total parking spaces to be located
as shown on the approved construction drawings. The Redeveloper
shall operate and maintain such surface parking and short term
parking and shall otherwise install all lighting and other
appurtenances as may be necessary for a high-quality, on-site
surface parking lot .
E-1
}
3. Not less than 7 ,800 square feet of high-quality on-site
landscaping.
4. The construction, for municipal use, of a fifty-three
( 53) space, sheltered, subterranean parking structure with access
ramps and appurtenances related. Such parking structure and
appurtenances shall be located as set forth in the Site Plan and
shall be constructed in accordance with all applicable City,
Federal and State standards, and in accordance with the approved
Construction Drawings for the Site.
B. Architecture and Design
The exterior and interior design of the retail and commercial
buildings shall be of high architectural quality, shall be well
landscaped, and shall be effectively and aesthetically designed
as shown on the approved site plans and Construction Drawings.
The shape, scale and exterior finishes of such buildings must be
visually related to, physically related to, and an enhancement to
adjacent buildings within and outside the Site. The
Redeveloper ' s plan submitted to the City for approval shall
describe in reasonable detail the architectural character of the
exterior and interior design intended for the Redeveloper ' s
improvements .
C. Landscaping
Landscaping shall embellish all open spaces upon the Site
( including setback areas) , as shown on the approved Landscaping
Drawings, to integrate the Redeveloper ' s improvements with adja-
cent sites within the Project Area. Landscaping includes such
materials as paving, trees, .shrubs, and other plant materials,
landscape containers, fountains, plaza furniture, top soil
preparation, automatic irrigation, landscape and pedestrian
lighting .
Landscaping shall carry out the objectives and principles of
the Agency ' s desire to accomplish a high quality and aesthetic
environment .
D. Signs
All signs, whether free-standing or located on the exteriors
of buildings and structures facing the street or parking areas
developed as a part of the Redeveloper ' s improvements, shall
comply with applicable City requirements.
E. Controls and Restrictions Miscellaneous
The Redeveloper shall not impose any restrictions or controls
on the use or operation of the Site or any portion thereof which
are inconsistent with the requirements of this Agreement .
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3. SITE CLEARANCE AND PREPARATION '
The Redeveloper shall perform, or cause to be performed, the
following work of site clearance and preparation:
A. On-Site Demolition and Clearance
of the Site
1 . On the Site, as necessary, demolish or salvage,
clear , grub and remove (as may be needed and called for in the
approved plans) all buildings, structures, improvements, signs,
pavements, walks, railway ties and rails, curbs, gutters and
other similar site improvements ; and
2. Remove, plug and/or crush in place utilities, such
as storm sewers, sanitary sewers , water systems , electrical
overhead and underground systems , and telephone and gas systems
located on the Site as may be required, following any necessary
relocation of utilities.
B. Compaction, Finish Grading and Site Work
The Redeveloper shall compact , finish grade and do such
preparation as is necessary for the construction of the
Redeveloper ' s improvements on the Site.
4 . OFF-SITE PUBLIC IMPROVEMENT WORK TO BE PERFORMED BY THE
REDEVELOPER
The Redeveloper, at its own cost, shall engineer , design and
perform, or use its best efforts to cause to be engineered,
designed and performed by others, and shall bond for if required
by the City, the following work in connection with development of
the Site:
1 . Fifth Street Reconstruction. The reconstruction of
Fifth Street in order to facilitate the "Shoppers Lane" loop from
Fifth Street southerly to Redlands Boulevard. The reconstruction
of Fifth Street shall include, but not be limited to, the
following work and improvements :
( i) Fifth Street- shall be reconstructed
to a full, 50 foot wide street, with 14
foot north and south lanes.
( ii) Install new sidewalks from Redlands
Boulevard to the A.T. & S.F. Railroad
right-of-way on the west side of Fifth
Street . These sidewalks and driveway
approaches will be as per standard City
specifications as presently seen at the
Hall of Justice on Fifth Street ;
( iii ) Remove and replace existing overhead
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power and telephone lines, plus all poles
with new underground utility systems.
This installation will include the
connections which are required at the
existing buildings and structures; .
( iv) Remove and replace existing street
lights on both sides of Fifth Street with
turn-of-the-century style lighting as
currently utilized on East State Street ;
(v) Relocate, repair and replace
existing fire hydrants and/or storm
drains on Fifth Street , as necessary, for
the installation of new curbs, gutters
and sidewalks; and
(vi ) Cut sidewalks and curbs and install
ramps for the purpose of providing easy
access through the City for the
handicapped. These ramps will be
installed and constructed at the
' Shoppers Lane' point-of-intersection on
the west and east sides of Fifth Street
and at the northeast intersection of
Fifth -Street and Redlands Boulevard.
2 . Sixth Street Reconstruction. Redeveloper ' s
reconstruction of Sixth Street will be For the purpose of
completing a major , four ( 4) lane ingress and egress between the
I-10 Freeway and Redlands Boulevard. The Redeveloper ' s work and
improvements shall include the following:
( i) Sixth Street, between the southerly
boundary of the A.T. & S.F. right-of-way
and the southeast corner of the Site,
shall be reconstructed to an 80 foot wide,
thoroughfare, two ( 2) lanes per side,
with a 12 foot landscaped median down the
center . The median will be landscaped
with palm trees and grass and serviced by
an automatic sprinkler system. .Left turn
refuge lanes for the purpose of entering
the proposed new developments will be
installed.-
( ii )
nstalled;( ii ) Install sidewalks on the west side
of Sixth Street from the southeast corner
of the project to the A.T. & S.F. railway
right-of-way. Such sidewalks shall be of
a "redevelopment-style" with brick
boarders and exposed aggregate centers
similar to Orange Street;
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( iii ) All existing overhead power and
telephone lines , plus all poles , will be
removed and replaced with new,
underground utilities systems . These
installations will include the
connections that are required for
existing buildings and structures;
( iv) Light fixtures on both sides of
Sixth Street will be replaced by turn-of-
the-century style lighting as currently
utilized on East State Street;
(v) Relocate, repair and replace
existing fire hydrants and/or storm
drains, as necessary, for the
installation of new sidewalks, curbs and
gutters; and
(vi ) Replace all existing sidewalks on
the east side of Sixth Street as per
standard City specifications .
3 . Shoppers Lane Extension Improvements . The
Redeveloper shall .install the "Shoppers Lane" on the east side of
Fifth Street, from the A.T. & S.F. right-of-way to Redlands
Boulevard. On Fifth Street, at the Shoppers Lane intersection
next to the Mitten Property, Redeveloper shall construct the
paver-style crosswalk/circular design as presently utilized for
"Shoppers Lane" . All walkway services for the "Shoppers Lane" on
Fifth Street will be in the same style as on East State Street
( i .e. , light standards, brick paving, period benches, etc. ) On
the east side of Fifth Street, "Shoppers Lane"' will proceed
through a covered corridor which will be attached to the building
or buildings fronting on Fifth Street . Such covered walkways
will include extensive landscaping, water features, plus period
benches .
4 . Redlands Boulevard. The Redeveloper shall
reconstruct the existing curb, gutter , and sidewalk along the
Site frontage on Redlands Boulevard with new continuous curb,
gutter, and sidewalk in a "redevelopment-style" .
5. RESPONSIBILITIES OF AGENCY AND REDEVELOPER FOR
PERFORMANCE OF EIR MITIGATION MEASURES AND
CONDITIONS OF SPECIFIC PLAN DEVELOPMENT DISTRICT
APPROVAL
Certain conditions and environmental mitigation measures have
been adopted by the City in approving the Specific Planned
Development District Drawings for the development of the Site.
Such required conditions and mitigation measures are hereby
incorporated by reference into this Scope of Development. Except
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as otherwise expressly provided in this Scope of Development, all
such required conditions and mitigation measures to be imple-
mented
m le-mented on-site and in public rights-of-way or off-site shall be
the responsibility of the Redeveloper .
6 . MAINTENANCE AND OPERATION OF IMPROVEMENTS
A. Redeveloper ' s Responsibilities
The Redeveloper shall maintain, at its sole cost and
expense:
1. The Redeveloper ' s improvements on the Site.
2 . The surface parking areas and driveways .
3 . All on-site landscaping.
B. Public Rights-of-Way
The Redeveloper shall be responsible for maintaining the
improvements and landscaping in the Site ' s public rights-of-way
to the face of the curb.
C. Maintenance District
The Redeveloper shall petition the City for inclusion of
the Site in a Landscaping and Lighting Maintenance District
created pursuant to the terms and provisions of the Landscaping
and Lighting Act of 1972 (California Streets & Highways Code
S 22500 et seq. ) for the purpose of maintaining off-site land-
scaping and street lighting improvements in the public rights-of-
way adjacent to the Site. Inclusion of the Site in such a
maintenance district shall thereafter relieve the Redeveloper of
further responsibility for off-site maintenance as provided in
Subsection S .B. above to the extent that such maintenance is
assumed or included in such maintenance district.
D. Underground Parking Lot
The Redeveloper shall be responsible for the operation
and maintenance of the fifty-three ( 53 ) space underground parking
lot referred to in Section 2.A.4 of this Exhibit "E" . Such
parking facility shall be operated as a free, unlimited duration
public parking lot unless and until the Redeveloper first obtains
the written consent from both the Agency and the City to change
or alter the use of such parking facility. The right to approve
or disapprove any request to change or alter the use specified
for such parking facility shall be in the sole and absolute
discretion of the Agency and City,- and each of them. The
Redeveloper shall execute such documents or instruments , in
recordable form, as may be necessary to effect the purpose and
intent of this paragraph.
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7 . ADDITIONAL PUBLIC IMPROVEMENT CONSTRUCTION WORT{
A. Improvements . The Redeveloper , upon written notification
from the Agency at any time prior to the actual commencement of
any off-site improvements required under this Scope of
Development, shall promptly engineer , design and perform or use
its best efforts to cause to be engineered, designed and
performed by others the following work and improvements :
(i ) The reconstruction of Sixth Street from the
southeast corner of the Site to the intersection of Redlands
Boulevard. Such reconstruction shall be consistent with and
shall be an extension of the Sixth Street reconstruction work and
improvements required of the Redeveloper under Section 4. 3.. ( i ) of
this Scope of Development .
( ii ) The installation of new sidewalks on the west and
east sides of Sixth Street along the frontage of that property
owned currently by Shell Oil Company and identified as Assessor
Parcel No. 169-311-012 on the west side of the street, and along
property abutting the Unocal 76 Station on the east side of the
street . Such sidewalks shall be of a "redevelopment style" with
brick borders and expose aggregate center similar to Orange
Street;
( iii ) All existing overhead power and telephone lines ,
plus all poles on Sixth Street, shall be removed and replaced
with new, underground utility systems . These installations will
include the connections that are required for existing buildings
.and structures;
( iv) The relocation of the traffic signal at the
northeast intersection of Sixth Street .
(v) ' The reconstruction of the existing curb, gutter and
sidewalk along the Redlands Boulevard frontage of Assessor Parcel
No. 169-311-012 with new, continuous curb, gutter and sidewalk in
a "redevelopment style" .
(vi) The installation of a new rubberized railroad
crossing pad at the intersection of Sixth Street and the A.T. &
S.F. railroad crossing.
All work required under this Section 7 .A shall be consistent with
applicable City standards, and in accordance with construction
drawings and specifications approved by the Agency and the City.
B. Payment For Costs Incurred. The Agency shall be
responsible for the cost of improvements under Section 7 .A. All
Agency payments for the cost of such public improvement work
shall involve the following procedures:
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( i ) The Redeveloper shall submit to the Agency for the
Agency ' s review and approval , a copy of each contract between the
Redeveloper .and the various contractors or subcontractors for the
design and construction of public improvements required to be
paid by the Agency pursuant to this Section . If the Agency
disapproves of all or any part of a contract submitted to it , the
Agency shall within fifteen ( 15 ) days notify the Redeveloper in
writing of the reasons for such disapproval and, if appropriate,
shall notify the Redeveloper of any action that must be taken in
order to secure approval of such disapproved contract or portion
thereof.
( ii) With respect to each approved contract , the
Redeveloper shall submit to the Agency for the' Agency' s review
and payment, requests for payment including descriptions of , and
invoices for , works of improvement completed pursuant to and
consistent with the approved contract . Such requests for payment
shall be submitted on a monthly basis on the twenty-five ( 25th)
day of each month, and shall cover all works of improvement
completed for the preceding monthly period ending on the
twentieth ( 20th) day of such month. The Agency shall approve or
disapprove both such requests for payment within five ( 5 ) days
after receipt . If the Agency disapproves of all or any portion
of any request for payment, the Agency shall promptly notify the
Redeveloper in writing of the reasons for such disapproval and,
if appropriate, shall notify the Redeveloper of any action that
must be taken in order to secure approval of such disapproved
request for payment or any portion thereof . All approved
requests for payment shall be processed and paid by the tenth
( 10th) day of the next month following submission. The Agency
shall withhold ten percent ( 10% ) of each monthly payment and
shall retain such amount until not less than thirty-five ( 35)
days after the work to be paid for by the Agency pursuant to this
Section has- been fully completed and has been delivered and
accepted by both the Redeveloper and the City.
8 . CONSTRUCTION OF FLOOD CONTROL CHANNEL
The Redeveloper acknowledges and agrees that a portion of the
Mission Zanja Flood Control Channel will be constructed on the
Redlands Avenue Parcel between Sixth Street and: Fifth Street by
the Army Corp of Engineers . The flood control channel project
will include the installation, operation and maintenance of an
underground, reinforced concrete storm drain with standard cross-
sections running along the entire length of the Redlands Avenue
Parcel . It is also contemplated that the flood control channel
project will be funded partially by federal sources and partially
by Agency contributions . Construction activities on the flood
control channel project are scheduled to commence in or around
January, 1985 , although it is not certain whether construction
activities on the Redlands Avenue Parcel will commence at that or
a later time . As part of the consideration for the transfer of
the Redlands Avenue Parcel to the Redeveloper , the Redeveloper
( 1 ) acknowledges that such construction, operation and
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maintenance activities will occur on the Redlands Avenue Parcel
after the conveyance of the same by the Agency to the Redeveloper
and , in all likelihood, after the Redeveloper completes or
substantially completes its improvements on the Site; and ( 2)
agrees , for itself and its successors and assigns , not to file
suit or otherwise bring legal , administrative or equitable claims
or actions in the nature of private or public nuisance suits,
inverse condemnation actions , or interference with business
claims against the Army Corp of Engineers , the Agency or the City
in connection with or arising out of such construction, operation
and maintenance activities . Further , the Redeveloper agrees to
defend and hold the Army Corp of Engineers , the Agency and the
City free and harmless from and against any of the above-
described claims brought by any tenant, business or successor and
assign of or to the Redeveloper owning, leasing or occupying any
portion of the Site or the improvements thereon which may arise
out of or in connection with such construction, operation and
maintenance activities on the Redlands Avenue Parcel .
Approved: Approved :
4-edeveloper Agency
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DE00039E/04/10/87
EXHIBIT F
RECORDING REQUESTED BY AND
WHEN RECORDED 'MAIL TO:
Redevelopment Agency of the
City of Redlands
c/o John E. Brown, Esq.
Attorney for Agency
Best Best & Krieger
4200 Orange Street
Post Office Box 1028
Riverside, California 92501
MAIL TAX STATEMENTS TO:
H.G.H. Properties
Post Office Box 2203
Redlands, California 92373
Attn: C. Hall
GRANT DEED
For valuable consideration, receipt of which is hereby
acknowledged,
REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, a public
body corporate and politic of the State of California, herein
called "Grantor, " acting to carry out the Redevelopment Plan for
the Redlands Redevelopment Project (which plan is hereinafter
referred to as the "Redevelopment Plan" ) under the Community
Redevelopment Law of California, hereby grants to H.G.H
PROPERTIES, a California limited partnership, as "Grantee, " the
real property (hereinafter ' referred to as . the "Property" ) ,
described on Exhibit "A" attached hereto.
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1. The Property is conveyed subject to the Redevel-
opment Plan and pursuant to a Disposition and Development
Agreement entered into by and between Grantor and Grantee on
, 1987 (herein called "Agreement" ) , the terms
of which are incorporated herein by reference. The Property is
conveyed further subject to all easements, rights-of-way,
covenants, conditions, restrictions, reservations and all other
matters of record.
2. The Grantee hereby covenants by and for itself, its
representatives, successors and assigns, and all persons claiming
under or through it, that during construction and thereafter , the
Grantee shall not use or permit the use of the Property for other
than the uses specified in the Redevelopment Plan and the
Agreement .
3 . The Grantee hereby covenants by and for itself, its
representatives, successors and assigns and all persons claiming
under or through it to construct and maintain the improvements,
landscaping and facilities in accordance with the provisions of
Specific Plan No. 34, approved on November 30, 1984, and the
plans approved by the Grantor pursuant to the Agreement .
4.. Prior to the issuance of a Certificate of Comple-
tion by the Grantor as provided in the Redevelopment Plan and the
Agreement, the Grantee shall not, except as permitted by the
Agreement, sell, transfer, convey, assign or lease the whole or
F-2
any part of the Property without the prior written approval, of
the Grantor (other than as expressly permitted in the
Agreement) . This prohibition shall not apply subsequent to the
issuance of a Certificate of Completion with respect to all of
the completed improvements upon the Property.
5 . . Subject to the provisions hereinafter set forth,
the Grantor shall have the additional right, at its option, to
re-enter and take possession of the uncompleted Property with all
improvements thereon, and to dispossess Grantee and all lessees
( if any) and all those claiming by or through Grantee, and revest
in the Grantor the estate conveyed to the Grantee, if after
conveyance of title and prior to issuance of a Certificate of
Completion for the Property, the Grantee (or its successors-in-
interest or any such lessees) shall:
(a) Fail to commence or proceed with construction
of improvements as required by the Agreement for a period of
ninety ( 90) days after written notice to proceed from the
Grantor; or
(b) Abandon or substantially suspend construction
of the improvements for a period of ninety (90 ) days after
written notice of such abandonment or suspension from the
Grantor; or
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(c) Transfer , or suffer any involuntary transfer
of the Property, or any part thereof, in violation of
Paragraph 5 of this Grant Deed, and such violation shall not
be cured within ninety ( 90) days after written demand by
Grantor .
Such right to re-enter , repossess and revert shall be
subordinate and subject to and be limited by and shall not
defeat, render invalid, or limit:
(a) Any mortgage, deed of trust or other security
instrument expressly permitted by the Agreement;
(b) Any rights or interests provided for the
protection of the holders of such mortgages, deeds of trust
or other security instruments, which rights or interests are
consented to in writing by Grantor .
The rights established in this Paragraph 6 shall not
apply to the Property after a Certificate of Completion for the
Property has been issued as provided in the Agreement.
6. The Grantee covenants, by and for itself, its
representatives, successors and assigns and all persons claiming
under or through it ( including, without limitation, all lessees ) ,
that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed,
F-4
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religion, sex, marital status, national origin, or ancestry, in
the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the Property, nor shall the Grantee itself or any
persons claiming under or through it establish or permit any such
practice or practices of discrimination or segregation with
reference to the selection, location, number, use of occupancy of
tenants, lessees, subtenants, sublessees , or vendees in the Prop-
erty. The foregoing covenants shall run with the land.
All deeds, leases, or contracts made relative to the
Property, improvements thereon, or any part thereof , shall
contain or be subject to substantially the following
nondiscrimination clauses:
(a) In deeds: "The grantee herein cove-
nants by and for himself, his heirs,
executors, administrators , and assigns, and
all persons claiming under or through them,
that there shall be no discrimination against
or segregation of, any person or group of
persons on account of race, color , creed,
religion, sex, marital status, national origin
or ancestry, in the sale, lease , sublease,
transfer , use, occupancy, tenure or enjoyment
of the land herein conveyed, nor shall the
grantee himself or any person claiming under
or through him, establish or permit any such
F-5
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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 land herein conveyed. The foregoing
covenants shall run with the land. "
(b) In leases : "The lessee herein
covenants by and for himself, his heirs,
executors, administrators and assigns, and all
persons claiming under or through him, and
this lease is made and accepted upon the
subject to the following conditions : That
there shall be no discrimination against or
segregation of any person or group of persons,
on account of race, color , creed, religion,
sex, marital status, national origin or
ancestry, in the leasing, subleasing,
transferring, use, occupancy, tenure or
enjoyment of the land herein leased, nor shall
the lessee himself, or any person claiming
under or through him, establish or permit any
such practice or practices of discrimination
or segregation with reference to the selec-
tion, location, number , use or occupancy of
tenants, lessees, subtenants, sublessees or
vendees of the land herein leased. "
F-6
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(c) In contracts : "There shall be no
discrimination against or segregation of any
person or group of persons on account of race,
color, creed, religion, sex, marital status,
national origin, or ancestry in the sale,
lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the land, nor shall the
transferee himself or any person claiming
under or through him establish or permit any
such practice or practices of discrimination
or segregation with reference to the selec-
tion, location, number , use, or occupancy of
tenants, lessees, subtenants , sublessees or
vendees of the land. "
7 . No violation or breach of the covenants, condi-
tions , restrictions, provisions or limitations contained in this
Grant Deed shall defeat or render invalid or in any way impair
the lien or charge of any mortgage, deed of trust or other
financing or security instrument expressly permitted by the
Agreement; provided, however , that any successor of Grantee to
the Property or parcels thereof shall be bound by such remaining
covenants, conditions, restrictions, limitations and provisions ,
whether such successor ' s title was acquired by foreclosure, deed
in lieu of foreclosure, trustee ' s sale or otherwise.
F-7
8. All covenants contained in this Grant Deed shall
run with the land and shall be binding for the benefit of the
Grantor and its successors and assigns and such covenants shall
run in favor of the Grantor and for the entire period during
which such covenants shall be in force and effect , without regard
to whether the Grantor is or remains an owner of any land or
interest therein to which such covenants relate. The Grantor , in
the event of any breach of any such covenants, shall have the
right to exercise all of the rights and remedies provided herein
or otherwise available, and to maintain any actions at law or
suits in equity or other proper proceedings to enforce the curing
of such breach. The covenants contained in this Grant Deed shall
be for the benefit of and shall be enforceable only by the
Grantor and its successors and assigns.
9 . The covenants contained in Paragraphs 2 and 3 of
this Grant Deed shall remain in effect until the termination date
of the Redevelopment Plan (September 26, 1997) or any extension
thereof. Thereafter, the only uses authorized for the Property
shall be those permitted by the City' s General Plan, Specific
Plan Redevelopment Plan . and zoning ordinances. The covenants
contained in Paragraphs 4 and 5 of this Grant Deed shall remain
in effect until issuance of 'a Certificate of Completion for the
Property from Grantor , and after such date shall terminate and be
null and void. The covenants contained in Paragraphs 6, 7 and 8
of this Grant Deed shall remain in effect in perpetuity.
F-B
10 . The covenants contained in this Grant Deed, without
regard to technical classification or designation, shall not
benefit or be enforceable by any person, firm or corporation,
public or private, except Grantor and its successors and
assigns. Any amendments to the Redevelopment Plan which change
the uses or development then permitted on the Property, or
otherwise change any of the restrictions or controls that then
apply to the Property, shall require the written consent of
Grantee or the successors and assigns of Grantee in and to all or
any part of the fee title to the Property; but any such amendment
shall not require the consent of any tenant, lessee, easement
holder , licensee, mortgagee, trustee, beneficiary under a deed of
trust or any holder, person or entity having any interest less
than a fee in the Property.
11. In the event of any express conflict between this
Grant Deed and the Agreement, the provisions of the Agreement
shall control .
12. Grantee, its successors and assigns and all persons
claiming under or through it ( including, without limitation, all
lessees) hereby covenants that the Property conveyed in this
Grant Deed is to be developed into a commercial retail and office
complex compatible with the Redevelopment Plan and which is
approved by the Agency. Grantee further covenants to commence
construction on the Property on or before the date specified in
the Agreement . Should Grantee fail to commence construction by
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such date, the Property shall revert to and revert in Grantor ,
and all purchase money obligations and encumbrances upon the
Property executed by Grantee ( in accordance with the Agreement)
and held by Grantor, if any, at the time of such reversion shall
be discharged and reconveyed. The remainder, if any, of any cash
payments paid by Grantee in cash shall be retained by Grantor .
IN WITNESS WHEREOF, the Grantor and Grantee have caused
this instrument to be executed on the date or dates shown below.
REDEVELOPMENT AGENCY OF THE CITY OF
REDLANDS
Dated: By:
Executive Director
By:
Secretary
APPROVED:
Best, Best & Krieger
Agency Counsel
By:
( SIGNATURE PAGE CONTINUED)
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The provisions of this Grant Deed are hereby approved
and accepted.
H.G.H. PROPERTIES
a California Limited Partnership
Dated: By:
General Partner
Dated: By:
General Partner
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DEO0039F/03/23/87
[ACKNOWLEDGMENTS]
STATE OF CALIFORNIA )
ss.
COUNTY OF RIVERSIDE )
On , 1987 , before me, the undersigned, a
Notary Public in and for said County and State, personally
appeared
personally known to me for proved to me on the basis of
satisfactory evidence) to be the r
of the Redevelopment Agency of the City of ,
corporate and politic, that executed the within instrument on
behalf of the Redevelopment Agency of the City of
, therein named, and acknowledged to me that such
Agency executed the within instrument pursuant to its bylaws or a
resolution of its Board of Directors,
WITNESS my hand and official seal.
NOTARY PUBLIC
r
EXHIBIT "G"
TITLE EXCEPTIONS
[To Be Attached]
DEO0039/03/23/87
i
EXHIBIT "H"
MISSION ZANJA FLOOD CONTROL CHANNEL EASEMENT
[To Follow]
[To Follow]
DEO0039/03/23/87
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EXHIBIT "I"
RECORDING REQUESTED BY, AND
WHEN RECORDED RETURN TO
Redevelopment Director
Redevelopment Agency
City of Redlands
Suite 202, Redlands Plaza
Redlands, California 92373
CERTIFICATE OF COMPLETION
FOR CONSTRUCTION AND DEVELOPMENT
RECITALS
The Agency is executing this document on the basis of the
following facts, understandings and intentions:
WHEREAS, pursuant to the Redevelopment Disposition and
Development Agreement (the "Agreement" ) dated ,
1987, by and between the REDEVELOPMENT AGENCY OF THE CITY OF
REDLANDS (a public body, corporate and politic, hereinafter
referred to as the "Agency" ) , and H.G.H. PROPERTIES, a California
limited partnership (hereinafter referred to as the "Owner" ) , the
Owner has developed the Site legally described on Attachment "A"
I-1
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to this Certificate of Completion by constructing or causing to
be constructed thereon, a commercial retail and office complex
and related public improvements according to the terms and
conditions of the Agreement; and
WHEREAS, as referenced in the Agreement, promptly after
completion of all construction to be completed by the Owner upon
the Site, the Agency shall furnish the Owner with a Certificate
of Completion upon written request therefor by the Owner; and
WHEREAS, the Agreement Contains a provision for the
forfeiture and revesting of title in the Agency in the event that
the Owner shall not have complied with the terms of the Agreement
pertaining to the development of, and the construction of
improvements on, the Site after commencement of the Agreement and
prior to recordation of the Certificate of Completion; and
WHEREAS, the issuance by the Agency of the Certificate of
Completion shall be conclusive evidence that the Owner has
complied with the terms of the Agreement pertaining to the
development and the construction of improvements on and off of
the Site; and
WHEREAS, the Owner has requested that the Agency furnish the
Owner with the Certificate of Completion; and
WHEREAS, the Agency has conclusively determined that the
construction on, and development of, the Site as required by the
Agreement has been satisfactorily completed.
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NOW, THEREFORE:
1. As provided in the Agreement, the Agency does hereby
. certify that development of, and construction on, the Site has
been fully and satisfactorily performed and completed, and that
such development and construction is in full compliance with the
Agreement.
2 . The Agency ' s rights to re-enter and revert in title to
the Transfer Parcels as described in the Agreement are of no
further force or effect by reason thereof.
3 . This Certificate of Completion shall not constitute
evidence of compliance with, or satisfaction of, any obligation
of the Owner to any holder of a mortgage, or any insurer of a
mortgage, securing money loaned to finance the improvements or
any part thereof. Nothing contained herein shall modify in any
way any other provision of the Agreement .
IN WITNESS WHEREOF, the Agency has executed this Certificate
this day of r 1987.
REDEVELOPMENT AGENCY OF THE
CITY OF REDLANDS
By:
Chairman
ATTEST:
Secretary of the Redevelopment
Agency of the City of Redlands
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DE000391/03/23/87
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EXHIBIT "J"
BASIC CONCEPT AND SCHEMATIC DRAWINGS
[To Follow]
[To Be Attached]
DE00039/03/23/87
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