HomeMy WebLinkAbout217 RDA_CCv0001.pdf RESOLUTION NO. 217
RESOLUTION OF THE REDEVELOPMENT AGENCY OF
THE CITY OF REDLANDS APPROVING AND
AUTHORIZING EXECUTION OF DISPOSITION AND
DEVELOPMENT AGREEMENT BETWEEN THE
REDEVELOPMENT AGENCY OF THE CITY OF
REDLANDS AND THE PARKWEST GROUP, INC.
WHEREAS, in order to effectuate the provisions of the
Redevelopment Plan for a redevelopment project known as the
Redlands Redevelopment Project Area (the "Project Area") , for the
development of certain real property as a professional office
complex and related public improvements, the Redevelopment Agency
of the City of Redlands (the "Agency") proposes to enter into a
Disposition and Development Agreement with The Parkwest Group, Inc.
(the "Agreement") providing for the sale of certain real property
(the "Site") within the City of Redlands, the location of which is
more particularly described in this Agreement; and
WHEREAS, the Agency has determined that the development of the
Site by Redeveloper as a professional office complex and related
public improvements pursuant to the Agreement is consistent with
and in furtherance of the Redevelopment Plan for the Project Area;
and
WHEREAS, the Agency has received and duly considered testimony
presented at public hearing;
NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE
REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS AS FOLLOWS:
Section 1. The Agency hereby approves of the Disposition and
Development Agreement by and between the Redevelopment Agency of
wr�
the City of Redlands and The Parkwest Group, Inc. , which Agreement
shall be in substantially the same form as that attached to this
Resolution and incorporated herein by reference, with such non-
material changes and revisions, if any, as shall be recommended by
Agency Counsel and approved by the Executive Director.
Section 2. The Agency hereby finds that the environmental
impacts of the sale and development of the Site in accordance with
the Agreement have been considered in, and fully analyzed by, the
programmatic Environmental Impact Report for the Redevelopment Plan
which was certified by the City Council on July 17, 1984 .
section _3. The Agency hereby authorizes and directs the
Chairman, Executive Director and Secretary of the Agency to execute
the Agreement and the Executive Director to deliver the same.
Adopted, signed and approved this 15tL day of
January , 1991.
REDEVELOPMENT AGENCY OF THE
CITY OF-REDLANDS
y
Chaff eulopme Agency
4 ._o f- mhe City o'f"Redla dds
ATTEST:
r'
Secreta y, Redjbpment Agency
of the"City of Redlands
DE04206/12/6/90
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REDEVELOPMENT
DISPOSITION AND DEVELOPMENT AGREEMENT
(205 West Stuart Avenue Office Complex)
BY AND BETWEEN THE REDEVELOPMENT AGENCY
OF THE CITY OF REDLANDS,
Agency
AND
THE PARKWEST GROUP, INC. ,
A California Corporation,
Redeveloper
1991
TABLE OF CONTENTS
1. PARTIES AND DATE . . . . . . . . . . . . . . . . . . . . 1
2. RECITALS . . . . . . . . . . . . . . . . . . . . . . . . 1
3 . TERMS OF AGREEMENT . . . . . . . . . . . . . . . . . . . 2
3 . 1 Public Purpose of this Agreement . . . . . . . . . 2
3 .2 Redlands Downtown Redevelopment Plan . . . . . . . 3
3. 3 The Redevelopment Project Area . . . . . . . . . . 3
3 .4 The Professional Office Complex Site . . . . . . . 3
3 . 5 The Public Improvements . . . . . . . . . . . . . . 3
3 . 6 Parties to this Agreement . . . . . . . . . . . . . 4
3. 6. 1 The Agency . . . . . . . . . . . . . . . 4
3 . 6.2 The Redeveloper . . . . . . . . . . . . . 4
3 . 6. 3 Limitations on Change in ownership,
Management and Control of Redeveloper 5
4. DISPOSITION OF THE SITE . . . . . . . . . . . . . . . . 5
4 . 1 Sale and Purchase of the Site . . . . . . . . . . . 5
(a) Purchase Price . . . . . . . . . . . . . 6
(b) Site and Public Improvements . . . . . . 6
(c) Hazardous Waste and Fuel Tanks . . . . . 6
4.2 Escrow . . . . . . . . . . . . . . . . . . . . . . 7
4. 3 Conveyance of Title and Delivery of Possession 12
4.4 Form of Deed : * * I * I I * * * * * * * * * 1 1 12
4.5 Condition of Title . . * * . . . . . . . . . . 13
4 .6 Time for and Place of Delivery of Grant Deed . . 13
4 .7 Close of Escrow and Recordation of Grant Deed . . 13
4.8 Title Insurance . . . . . . . . . . . . . . . . . 14
4.9 Taxes and Assessments . . . . . . . . . . . . . . 15
4. 10 Conveyance Free of Possession . . . . . . . . . . 15
4.11 Zoning of the Site . . . . . . . . . . . . . . . 15
4. 12 CEQA Requirements . . . . . . . . . . . . . . . . 16
4.13 Condition of the Site . . . . . . . . . . . . . . 16
4.14 Preliminary Work by the Redeveloper . . . . . . . 17
4.15 Submission of Evidence of Financing. . . . . . . 18
5. DEVELOPMENT OF THE SITE AND THE PUBLIC IMPROVEMENTS 19
5. 1 Scope of Development . . . . . . . . . . . . . . 19
5.2 Basic Concept and Schematic Drawings . . . . . . 19
5.3 Grading and Landscaping Plans . . . . . . . . . . 20
5.4 Construction Drawings and Related Documents 20
(i)
5. 5 Agency Approval of Plans, Drawings and Related
Documents . . . . . . . . . . . . . . . . . . . . 21
5.6 Cost of Construction . . . . . . . . . . . . . . 22
5.7 Construction and Development Schedule of Perfor-
mance . . # . . * . . . . . . . . . . . . . . . . 23
5.8 Bodily Injury, Property Damage and Worker's Compen-
sation Insurance . . . . . . . . . . . . . . . . 24
5.9 City and Other Governmental Agency Permits . . . 25
5.10 Antidiscrimination During Construction . . . . . 26
5. 11 Local, State and Federal Laws . . . . . . . . . . 26
5. 12 Rights of Access . . . . . . . . . . . . . . . . 26
5. 13 Responsibilities of the Agency . . . . . . . . . 27
5. 14 Taxes, Assessments, Encumbrances and Liens . . . 27
5. 15 Prohibition Against Transfer . . . . . . . . . . 27
5. 16 No Encumbrances Except Mortgages, Deeds of Trust,
Sales and Lease-Backs or other Financing for Devel-
opment . . . . . . . . . . . . . . . . . . . . . 28
5. 17 Holder Not Obligated to Construct or Complete
Improvements . . . . . . . . . . . . . . . . . . 29
5. 18 Notice of Default to Mortgage, Deed of Trust or
Other Security Interest Holders; Right to Cure 29
5. 19 Right of Agency to Cure Mortgage, Deed of Trust or
Other Security Interest Default . . . . . . . . . 31
5.20 Right of the Agency to Satisfy Other Liens on the
Site after Title Passes . . . . . . . . . . . . . 32
5. 21 Certificate of Completion . . . . . . . . . . . . 33
6. SITE USE RESTRICTIONS . . . . . . . . . . . . . . . . 35
6. 1 Uses . . . . . . . . . . . . . . . . . * * * * * 35
6.2 Maintenance of the Site and the Public Improve-
ments . . . . . . . . . . . . . : : . . . . . . . 36
6. 3 Obligation to Refrain from Discrimination . . . . 36
6.4 Form of Nondiscrimination and Nonsegregation
Clause . . . . . . . . . . . . . . . . . . . . . 36
6. 5 Effect and Duration of Covenants . . . . . . . . 38
7. DEFAULTS, REMEDIES AND TERMINATION . . . . . . . . . . 39
7.1 Defaults -- General . . . . . . . . . . . . . . . 39
7.2 Legal Actions . . . . . . . . . . . . . . . . . . 40
7.2.1 Institution of Legal Actions. . . . . . . . 40
7.2.2 Applicable Law . . . . . . . . . . . . . . 40
7.2.3 Acceptance of Service of Process 41
7. 2.4 Rights and Remedies Are Cumulative . . . . 41
7. 2 . 5 Damages . . . . . . . . . . . . . . . . . 41
7.2.6 Specific Performance . . . . . . . . . . . 42
7.3 Remedies and Rights of Termination . . . . . . . 42
7. 3 . 1 Termination by the Redeveloper . . . . . . 42
(ii)
7.3.2 Termination by the Agency . . . . . . . . 44
€ .
GENERAL PROVISIONS . . . . . . . . . . . . . . . . . 46
8.1 Notices, Demands and Communications Between the
Partes . . . . . . . . . . . . . . . . . . 46
8.2 Conflict of Interests . . . . . . . . . 46
8.3 Nonliability of .Agency Officials and Employees • 47
8.4 Extension of Times of Performance and Delays 47
8.5 Inspection of. Books and Records . . . . . . . . . 48
8.6 Plans and Data . . . . . . ° . . . . . . . 48
8.7 Approvals . . . . . . . . . . . . . . . . . . 48
8.8 steal Estate Commissions ;. . . . . 49
8.9 Participation and Preferences by Owners, Operators
of Businesses and Tenants Locatedin the Project
Area a . . . . • . . . • • . . • • . . . . • • 49
9. SPECIAL PROVISIONS . . . . . . . . . . . . . . . 49
9.1 Submission of Documents for Approval . . . . . . 49
9.2 Amendment of Redevelopment Plan . . . . . . . . 50
9.3 Entire Agreement, Waivers and Amendments . . . . 50
9.4 Time for Acceptance of Agreement by Agency . . . 51
{iiia
REDEVELOPMENT
DISPOSITION AND DEVELOPMENT AGREEMENT
(205 West Stuart Avenue Office Complex)
1. PARTIES AND DATE.
1. 1 THIS AGREEMENT is entered into as of the day of
1991 , by and between the REDEVELOPMENT AGENCY
OF THE CITY OF REDLANDS (the "Agency") and THE PARKWEST GROUP,
INC. , a California corporation (the "Redeveloper") .
2 . RECITALS.
2. 1 The City Council of the City of Redlands (the
"City") has established the Agency and has approved and adapted a
Redevelopment Plan (the "Redevelopment Plan") for a redevelopment
project known as the Redlands Redevelopment Project (the "Project
Area") by its adoption of Ordinance No. 1500 on September 26, 1972,
pursuant to the provisions of Sections 33000, et seer. of the
California Health & Safety Code (the "California Community
Redevelopment Law") .
2.2 The Agency has undertaken a program under the
California Community Redevelopment Law for the redevelopment,
replanning and redesign of blighted areas within and without the
Project Area with stagnant, improperly utilized and unproductive
land which requires redevelopment in the interest of the health,
safety, morals and general welfare of the people of the City.
2.3 The Agency desires to carry out the Redevelopment
Plan for the Project Area by providing for the disposition and
development of a professional office complex in an industrial
warehouse theme (the "Site") and reconstruction of and improvements
to the adjacent portions of Third Street and Stuart Avenue (the
"Public Improvements") . The Agency has determined that the
development of the Site as such professional office complex by the
Redeveloper or others pursuant to the terms and conditions of this
Agreement and the Public Improvements are 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 profes-
sional office complex and by providing for related Public Improve-
ments outside of the boundaries of the Site but within the Project
Area as permitted by the California Community Redevelopment Law.
The development of the Site and the Public Improvements
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 Redevelop-
ment Plan and the City's General Plan by promoting the revitaliza-
tion of blighted areas in the City and providing a catalyst for
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additional redevelopment activities in the Project Area by
establishing new office uses of benefit to the Project Area.
3.2 Redlands Downtown 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. The
Redevelopment Plan, as it now exists and as it may be subsequently
amended is incorporated herein and made a part hereof by reference.
3.3 The Redevelopment Project Area. The Redevelopment
Project Area is located in a portion of the City of Redlands,
California, and the Project Area's boundaries are specifically
described in the Redevelopment Plan of the City for the Project
Area.
3 .4 The Professional Office Complex Site, The Site is
located inside of the Project Area and is shown on the Site map,
attached and incorporated herein as Exhibit "A, " and more particu-
larly described in the legal description, attached and incorporated
herein as Exhibit 11B. " The Site is generally located at the
southwest corner of Stuart Avenue and Third Street, and is
comprised of a single parcel consisting of approximately 23, 180
square feet which is currently owned by the Agency for disposition
to and development by the Redeveloper pursuant to the terms of this
Agreement.
3.5 The Public Improvements. The Public Improvements
are located on Third Street and Stuart Avenue, both public streets,
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adjacent to the Site, shown on the site Map attached as Exhibit "A"
and described in the Scope of Development attached as Exhibit I'D".
3.6 Partieg t-2 thig Agreement.
3.6.1 Th2 Agency. The Agency is a public beady,
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
330000 et. seq.)
The offices of the Agency are located at 30 Cajon
Street, 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.
3.6.2 The Redevel2per. The Redeveloper is The
Parkwest Group, Inc. , a California corporation. The principal
officeof` the 'Redeveloper for purposes of this Agreement i ': 329
West State Street, P.U. Box 790, Redlands, California 92373,
Attention.' Mr: Johnny W Moore.
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 tern "Redeveloper" is used herein, such.
term shall include any permitted nominee, assignee or successor in
interest as herein provided.
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3.6.3 Limitations on Chancre in g_wj2ershiy. Manage-
ment 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.
The Redeveloper shall promptly notify the Agency of
any and all proposed changes whatsoever in the identity of the
parties in control of the Redeveloper. A sale, transfer or
issuance of shares of the Redeveloper representing 25% or more of
the voting power of such shares existing and outstanding at the
time of this Agreement shall require the prior written consent of
the Agency, which consent shall not be unreasonably withheld.
The restrictions of this Section 3.6.3 shall
terminate upon issuance by the Agency of a Certificate of Comple-
tion for the entire Site.
4. DISPOSITION OF THE SITE.
4. 1 Sale and Purchase of the Site. In accordance with
and subject to all the terms, covenants and conditions of this
Agreement, the Agency agrees to use its best efforts to sell the
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Site to the Redeveloper (in the name of The Parkwest Group, Inc. or
its approved assignee under Section 5. 15 hereof) and the Redevelop-
er agrees to purchase the Site from the Agency. The purchase by
the Redeveloper of the Site shall be for the following consider-
ation, the value of which the Agency has found and determined
equals or exceeds the fair value of the interests being conveyed in
the Site:
(a) Purchase Price. The purchase price of the Site
shall be One Hundred Twenty-Six Thousand, Seven Hundred Eighty-
Seven Dollars ($126,787.00) , to be paid upon the terms and
conditions described in the Method of Financing (Exhibit IICII) .
(b) Site and Public Improvements. Redeveloper
shall undertake the redevelopment, operation and maintenance of a
professional office complex, related parking areas and landscaping
on the Site, and shall undertake the reconstruction and maintenance
of the Public Improvements, all as set forth in the Scope of
Development (Exhibit I'D") and otherwise in this Agreement.
(c) Hazardous Waste and Fuel Tanks. Redeveloper
agrees to remove, transport and dispose of any and all Hazardous
Materials, as defined below, and all underground fuel storage tanks
on the Site, and to pay one-half of all costs for such removal,
transportation and disposal up to a maximum expenditure by
Redeveloper of $10,000.00. Such expenditure by Redeveloper shall
be evidenced by invoices and receipts reasonably acceptable to the
Agency. All costs for such removal, transportation and disposal
not required to be borne by the Redeveloper shall be paid by the
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Agency. The term "Hazardous Materials" means any flammable
explosives, radioactive materials, hazardous wastes and toxic
substances, including without limitation any substances defined as
or included in the definition of "hazardous substances, " "hazardous
wastes, " "hazardous materials, " or "toxic substances" under any
Hazardous Materials Laws. Notwithstanding the generality of the
foregoing, the term "Hazardous Materials" herein does not include
asbestos or radon. The term "Hazardous Materials Laws" means any
federal, state or local laws, ordinances or regulations which
regulate, control, enforce, limit or otherwise relate to the
manufacture, generation, use, installation, storage, disposal,
transportation, release, clean-up, removal or other actions with
respect to Hazardous Materials.
4.2 Esgrg The Agency agrees to open an escrow for the
conveyance of the Site ("Escrow") with Ticor Title Insurance
Company in San Bernardino, California, 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 "Ell) . This Agreement constitutes the joint
escrow instructions of the Agency and the Redeveloper, and a
duplicate original of this Agreement shall be delivered to the
Escrow Agent upon the opening of Escrow. The Agency and the
Redeveloper shall provide such additional Escrow instructions as
shall be necessary and consistent with this Agreement. The Escrow
Agent is authorized to act under this Agreement, and upon indicat-
ing its acceptance of the provisions of this Section 4.2 and the
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attached Exhibit IICII, 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.
Within the times set forth in the Method of Financing
(Exhibit "CII) , the Redeveloper shall pay into Escrow to the Escrow
Agent prior to the close thereof the Cash Payment in cash or by
cashier's or certified check, the Note and the Trust Deed, all as
described in such Exhibit IICII of this Agreement. The Redeveloper
shall also pay into 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; and
2. The premiums for the title insurance policies
or special endorsements as set forth in Section 4.8 of this
Agreement.
The Agency shall timely and properly execute, acknowledge
and deliver a grant deed conveying to Redeveloper title to the Site
in accordance with the requirements of Section 4.4 of this
Agreement (the "Grant Deed") , the form of which is attached as
Exhibit "F, " together with an estoppel certificate 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 into Escrow to the Escrow Agent the
following fees, charges and costs promptly after the Escrow Agent
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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 Site
in the condition for conveyance required by the provisions of this
Agreement;
2. Recording fees;
3. Notary fees;
4. Ad valorem taxes, if any, upon the Site for any
time prior to conveyance of title; and
5. Any state, county or city documentary stamps or
transfer taxes.
Upon delivery of the Grant Deed to the Escrow Agent by
the Agency pursuant to Section 4.6 of this Agreement, the Escrow
Agent shall record such Grant Deed when title to the Site is to be
vested in the Redeveloper in accordance with the terms and
provisions of this Agreement. The Escrow Agent shall pay any
transfer tax required by law. Any insurance policies other than
title insurance relating to the Site 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 4.2 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;
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2. Disburse funds and deliver the Grant Deed and
other documents to the parties entitled thereto when the conditions
of this Escrow have been fulfilled by the Agency and the Redevelop-
er. Such funds shall not be disbursed and delivered by the Escrow
Agent unless and until it has recorded the Grant Deed to the Site
and has delivered to the Redeveloper a title insurance policy
insuring title and conforming to the requirements of Section 4.8 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 4.3 of this Agreement,
either party who then shall have fully performed the acts to be
performed before the conveyance of title may, in writing, terminate
this Agreement 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
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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 4.3, 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 authorized to hold all money, papers and
documents with respect to the Site until instructed in writing by
both the Agency 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 4.2 shall be construed to impair or affect the rights or
obligations of the Agency or the Redeveloper to specific perfor-
mance.
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 parties at the addresses
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
EEH1707/10/09/90/2/d
Sections 4.2 to 4.8, both inclusive, and Exhibits "C" and "E"' of
this Agreement.
Neither the Agency nor the Redeveloper shall be liable
for any real estate commissions or brokerage fees which may arise
herefrom.
4.3 Conveyance of Title and Delivery of Possession.
Subject to any mutually agreed upon extensions of time, conveyance
to the Redeveloper of title to the Site (in the condition provided
in Section 4.5 of this Agreement) shall be completed on or prior to
the date specified in the Schedule of Performance (Exhibit "E") .
The Agency and the Redeveloper agree to perform all acts necessary
to conveyance of title in sufficient time for title to be conveyed
in accordance with the foregoing provisions.
Possession of the Site 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 4.13 and 4.14 of this Agreement.
The Redeveloper shall accept title or possession on or
before the date established therefor in this Section 4.3.
4.4 EorM of Deed. The agency shall convey title to the
Site to the Redeveloper in the condition provided in Section 4.5 of
this Agreement by Grant Deed to the Redeveloper in a form to be
mutually approved by the parties, satisfactory to the title
insurance company which will insure the title thereto, consistent
with the terms of this Agreement, and substantially in the form set
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forth as Exhibit 'IF" attached and incorporated herein by this
reference.
4.5 Condition of Title. The Agency shall convey to the
Redeveloper fee simple merchantable title to the Site 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
on or before execution of this Agreement by the Agency and attached
and incorporated herein as Exhibit 11G. " The Agency shall provide
the Redeveloper with a preliminary title report for the Site
including copies of the documents evidencing the exceptions to the
title referenced in such preliminary title report, within the time
set forth in the Schedule of Performance (Exhibit "Ell) . The
Redeveloper shall review the title report and make any responses
thereto within the time set forth in the Schedule of Performance
(Exhibit "Ell) . If the Redeveloper does not respond within said
period any title exceptions shall be deemed acceptable to the
Redeveloper.
4.6 Time for and Place of Delivery of Grant Deed. Sub-
ject to any mutually agreed upon extension of time, and subject to
the provisions of Section 9.3 of this Agreement, the Agency shall
deposit the Grant Deed (Exhibit "F") for the Site with the Escrow
Agent on or before the date established for the conveyance of the
Site in the Schedule of Performance (Exhibit "E") .
4.7 Close of Escrow and Recordation of Grant Deed. The
Escrow Agent shall notify the Redeveloper in writing that the Grant
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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 4.5 of
this Agreement. The Redeveloper shall thereafter deposit the Cash
Payment, the Vote, and the Trust Deed with the Escrow Agent prior
to the close of Escrow. Upon the close of Escrow, the Escrow Agent
shall file` the Grant Beed 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 4.8 of this Agreement and
thereafter shall deliver the Cash Payment, Nate and Trust Deed to
the Agency.
4.8 Title Insurance. Concurrently with recordation of
the Grant Deed, 'Ticar Title Insurance Company, or some other title
insurance company satisfactory to the Agency and the Redeveloper
(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 4.5 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 the Purchase Price
of the Site or in such greater amount as the Redeveloper may
specify as hereinafter provided.
Concurrently with the recording of the Grant Deed
conveying title to the Site, the Title Company shall, if requested
by the Redeveloper, provide the Redeveloper with an endorsement to
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insure the amount of the Redeveloper's estimated development costs
of the improvements to be constructed upon the Site.
The Redeveloper shall pay for the title insurance
premiums attributable to a C.L.T.A. standard owner's policy of
title insurance for the Site in the amount of the Purchase Price.
The Redeveloper, if it desires any additional title insurance,
shall pay for all additional premiums and for any extended coverage
or special endorsements.
4.9 Taxes and Assessments. Ad valorem taxes and
assessments, if any, on the Site, and taxes upon this Agreement or
any rights hereunder, levied, assessed or imposed for any period
commencing prior to conveyance of title shall be paid by the
Agency. All ad valorem taxes and assessments levied or imposed for
any period commencing after the close of escrow shall be paid by
the Redeveloper.
4 . 10 Conveyance Free of Possession. Except as may be
otherwise provided in the Scope of Development (Exhibit I'D") , the
Site shall be conveyed free of any possession or right of posses-
sion by any person except that of the Redeveloper and the excep-
tions to title shown on the Approved Title Exceptions (Exhibit
IIGII) .
4. 11 Zoning of thg Sitg. The Agency at its sole cost
and expense, within the time specified in the Schedule of Perfor-
mance (Exhibit "E") , shall insure that the zoning for the Site is
such as to permit the development, construction, use, operation and
maintenance of the improvements specified in the Scope of Develop-
EEH1707/10/09/90/2/d
went (Exhibit "D") and this Agreement to be developed and con-
structed thereon.
4. 12 CEOA Requirements. All necessary environmental
assessments shall be prepared by the Agency (at the Redeveloper's
sole cost and expense) for the professional 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 sea. , hereinafter referred to as "CEQA") and all applicable
state regulations and local ordinances and regulations enacted
pursuant thereto.
4. 13 Condition of the Site. Except as may be otherwise
specifically provided in this Agreement, including the Scope of
Development (Exhibit "D") , the Site 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 Agency acknowledges its liability for certain costs attribut-
able to the removal, transportation and disposal of Hazardous
Materials and fuel storage tanks as set forth in Section 4 . 1(c) .
The Redeveloper shall have access to all data and information on.
the Site available to the Agency, but without warranty or repre-
sentation by the Agency as to the completeness, correctness or
validity of such data and information. The Agency shall not be
responsible for any items of Site work except those which are
listed in the Scope of Development (Exhibit "D") , if any, as the
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EEH1707/10/09/90/2/d
Agency's responsibilities. It shall be the sole responsibility of
the Redeveloper, at its expense, to investigate and determine the
soil conditions of the Site for the development to be constructed
thereon except as may be otherwise specifically provided in the
Scope of Development (Exhibit "D") . If the soil conditions are not
in all respects entirely suitable for the use or uses to which the
Site 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 Site in a condition entirely suitable
for its development.
4 . 14 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 Site or
any portion thereof, the Redeveloper agrees to and shall indemnify
and hold the Agency and the City 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
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EEH1707/10/09/90/2/d
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 contrac-
tors. 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 4. 14 shall
remain in effect until the final Certificate of Completion has been
issued by the Agency pursuant to Section 5.21 hereof.
4. 15 Submission of Evidence of Financing. Within the
time established therefor in the Schedule of Performance (Exhib-
it "E") , the Redeveloper shall submit to the Agency evidence that
the Redeveloper has sufficient equity financing and/or has obtained
a firm and binding financing commitment for mortgage financing
necessary for the purchase of the Site and the development of the
Site and the Public Improvements in accordance with this Agreement.
Such evidence of financing for the Site and the Public
Improvements shall include the following.
1. A copy of the firm commitment for financing
obtained by the Redeveloper from an institutional lender in an
amount sufficient to finance the acquisition of the Site and the
construction of all of the improvements thereon, and the Public
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EEH1707/io/09/9a/2/d
Improvements, certified by the Redeveloper to be a true and correct
copy thereof. The firm commitment for financing shall be in such
form and content as reasonably evidences a legally binding, firm
and enforceable commitment; and
2. A financial statement (or other appropriate
financial documentation) as evidence of other sources of equity
capital sufficient to demonstrate that the Redeveloper has adequate
funds to finance the project or to cover the difference, if any,
between construction costs minus the authorized financing; and
3 . A pro forma copy of the contract to be entered
into between the Redeveloper and one or more general contractors
for the construction of the improvements (a copy of the executed
contract to be provided to Agency prior to the conveyance of title
to the Site) .
5. DEVELOPMENT OF THE SITE AND THE PUBLIC IMPE.OVE-KENTS.
5.1 Scope of Development. The Site and the Public
Improvements shall be developed by the Redeveloper as provided in
the Scope of Development (Exhibit I'D") , the Grant Deed to the Site
(Exhibit "F") , and plans approved by the Agency pursuant to this
Agreement.
5.2 Ragic Concept and Schematic Qrawinc
ig. Within the
time set forth in the Schedule of Performance (Exhibit "E") 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
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EEH1707/10/09/90/2/d
and the Public Improvements. The Redeveloper and the Agency staff
after approval by the Agency shall initial and date each page of
those drawings and documents. The Site and the Public Improvements
shall be developed as established in the approved Basic and
Schematic Drawings and related documents, except for such changes
which may be mutually agreed upon between the Redeveloper and the
Agency. Any such changes shall be within the limitations estab-
lished in the Scope of Development (Exhibit "D") . The Basic
Concept and Schematic Drawings shall include a site plan, eleva-
tions, a rendering showing the exterior design, architectural style
and appearance of the development.
5.3 Grgdinq and Landscaping Plans. The Redeveloper
shall prepare and submit to the Agency staff for its review and
approval final grading and landscaping plans for the Site and the
Public Improvements. These plans shall be prepared, submitted and
approved within the times respectively established therefor in the
Schedule of Performance (Exhibit "Ell) . 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
staff for its review (including, but not limited to, architectural
review) and approval as and at the times established in the
Schedule of Performance (Exhibit IIE") . The construction drawings
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EEH1707/10/09/90/2/d
and related documents shall be submitted as final working drawings,
plans and specifications. Final drawings, plans, and specif i-
cations are hereby defined as those in sufficient detail to obtain
a building permit. Any items so submitted and approved by the
Agency staff shall not be subject to subsequent disapproval by the
Agency. Agency staff approval shall not be unreasonably withheld.
During the preparation of all drawings and plans, the
Agency staff and the Redeveloper shall hold such progress meetings
as may be reasonable and necessary to coordinate the preparation
of, submission to, and review of construction plans and related
documents by the Agency staff.. The Agency staff and the Redevelop-
er 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 and the Public Improvements, the Redeveloper and the
Agency shall cooperate in efforts to obtain a waiver of such
requirements or to develop a mutually acceptable alternative.
5.5 Agency Approve l of Plans. Drawings and Related
Documents. The Agency staff shall have the right of review
(including, but not limited to, architectural review) of all plans,
drawings and related documents for the development of the Site and
the Public Improvements, including any proposed changes therein.
The Agency staff shall approve or disapprove such plans, drawings,
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EEH1707/10/09/90/2/d
and related documents referred to in Sections 5. 3 and 5.4 of this
Agreement (and any proposed changes therein) within the times
established in the Schedule of Performance (Exhibit "Ell) . Failure
by the Agency staff to disapprove any drawings or plans or related
documents submitted pursuant to Sections 5. 3 and 5.4 within the
time required therefor shall be deemed to be the Agency staff's
approval thereof. The Agency's review is intended to insure that
the plans, drawings and related documents are consistent with the
Scope of Development (Exhibit I'D") 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 plans, drawings and related documents to correct such
reasons for disapproval, and 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 I 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 the Public Improvements.
5. 6 Cost of Construction. Subject to the provisions of
Section 4 . 1(c) , the cost of redeveloping the Site and the Public
Improvements shall be borne exclusively by the Redeveloper,
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EEH1707/10/09/90/2/d
together with the cost of demolition, recompaction, clearance,
relocation and public improvement installation work necessary to
serve the Site and the Public Improvements as expressly set forth
in the Scope of Development (Exhibit "D") to be performed or paid
for by the Agency or others.
5.7 Construction and Develgoment Sche!dule of Perfor-
mance. After the conveyance of title to the Site the Redeveloper
shall begin and thereafter complete the construction and develop-
ment of the improvements and the development of the Site and the
Public Improvements consistent with the Scope of Development
(Exhibit "D") . The Redeveloper shall begin and complete all
construction and development within the times specified in the
Schedule of Performance (Exhibit "E") or such reasonable extension
of said dates as may be granted by the Agency. Such Schedule of
Performance may be subject to revision from time-to-time as
mutually agreed upon in writing between the Redeveloper and the
Agency. Commencement of construction shall mean commencement of
construction of actual improvements rather than merely grading.
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 required by
the Agency and shall include a reasonable number of construction
photographs taken since the last report submitted by the Redevelop-
er,
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EEH1707/10/09/90/2/d
5.8 Bodily Injury, Property Damage and Worker's
Compensation - Insurance. During the period commencing with any
preliminary work by the Redeveloper on the Site and the Public
Improvements 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 contractors and the City 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/or the Public Improvements
and which shall be directly or indirectly caused by any acts done
thereon or any errors or omissions of the Redeveloper 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 or
the Public Improvements, the Redeveloper shall furnish or cause to
be furnished to the Agency duplicate originals or appropriate
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EEH1707/10/09/90/2/d
certificates of bodily injury and property damage insurance
policies in the amount of at least Three Million Dollars
($3, 000, 000) for any person, Three Million Dollars ($3,004, 400) for
any occurrence and Three Million Dollars ($3,000,004) 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 satisfactory to the Agency that any contractor with
whom it has contracted for the performance of work on the Site
and/or on the Public Improvements carries workers' compensation
insurance as required by law. The obligations set forth in this
Section 5.8 shall remain in effect only until a final Certificate
of Completion has been issued by the Agency pursuant to Section
5.21 hereof, and said policies shall provide that they shall 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 and
structures upon the Site or the Public Improvements, the Redevel-
oper shall at its own expense secure or cause to be secured any and
all permits or approvals which may be required by the City or any
other governmental agency affected by such construction, develop-
ment or work. The Agency shall provide all proper assistance to
the Redeveloper in securing these permits.
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After conveyance of title to the Site, in the event any
proposed change in the plans to be developed and constructed on the
Site or the Public Improvements would require additional or supple-
mentary environmental assessments, the Redeveloper agrees to take
such steps as shall be necessary to prepare or pay for the same and
to cause the same 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 During Construction. The
Redeveloper for itself and its successors and assigns agrees that
in the construction of the Site and the Public Improvements
provided for in this Agreement, the Redeveloper will not discrimi-
nate against any employee or applicant for employment because of
sex, marital status, race, color, religion, creed, national origin,
or ancestry, 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 on the Site and the Public
Improvements 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 and
the Public Improvements without charges or fees, at normal con-
struction hours during the period of construction for the purposes
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EExi707/10/tis/90/2/d
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 the Site,
shall perform all work specified in the Scope of Development
(Exhibit I'D") for the Agency to perform within the times specified
in the Schedule of Performance (Exhibit IIEII) .
5. 14 Taxes, 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. The Redeveloper shall not place and shall
not allow to be placed on the Site any mortgage, trust deed,
encumbrance or lien unauthorized under this Agreement. The
Redeveloper shall remove, or shall have removed, any levy or
attachment made on the Site, or shall assure the satisfaction
thereof within a reasonable time but in any event prior to a sale
of the Site.
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
available to the Redeveloper in respect thereto.
5.15 Prohibition Against Transfer. Prior to the
recordation of the Certificate of Completion (referred to in
Section 5.21 of this Agreement) with respect to the Site and the
EEH1707/10/09/90/2/d
Public Improvements, 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. Notwithstanding the foregoing, the
Redeveloper may, upon prior notice to the Agency, transfer 100% of
its interest under this Agreement and to the Site and the Public
Improvements to a corporation or partnership in which Johnny W.
Moore, Kenneth E. King and Henry Mercado are together the majority
shareholders or partners, as the case may be, including, without
limitation, a corporation to be formed named "Rettig Professional
Properties, Inc. "
5. 16 No Encumbrances Except Mortgages, Deeds of Trust,
Sales and Lease-Backs or Other Financing for Development.
Notwithstanding Section 5. 15, mortgages, deeds of trust, sales and
lease-backs or any other reasonable form of conveyance are
permitted before recordation of a Certificate of Completion, but
only for the purpose of securing the loan of funds to be used for
financing the acquisition of the Site and construction of im-
provements thereon and on the Public Improvements and any other
expenditures necessary and appropriate to develop the Site and the
Public Improvements under this Agreement. The Redeveloper shall
provide the Agency in advance with a copy of any mortgage, deed of
trust, sale and lease-back or other form of conveyance for
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EEH1707/10/09/90/2/d
financing if the Redeveloper proposes to enter into the same before
recordation of a Certificate of Completion.
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
Improvements. 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 Grant
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 Site and the
Public Improvements, as the case may be. Nothing in this Agreement
shall be deemed to construe, permit or authorize any such holder to
devote the Site to any uses, or to construct any improvements
thereon, other than those uses or improvements provided for or
authorized by this Agreement.
5. 18 Notice of Default to Mortgacfe, 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 or
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EEH1707/10/09/90/2/d
grantee under any other conveyance for financing authorized by this
Agreement. 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 of the grantor under any other conveyance for financ-
ing. 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, however, 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
is reasonably necessary to remedy or cure such default of the
Redeveloper.
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Ezxi7o7/10/09/90/2/d
Nothing contained in this Agreement shall be deemed to
permit or authorize any 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
Redeveloper's obligations to the Agency by written agreement
satisfactory to the Agency. Any holder, in that event, must agree
to complete, in the manner provided in this Agreement, the
improvements to which the lien or title of such holder relates, and
if there is a 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 satisfac-
tory to the Agency that it has the qualifications and financial
responsibility necessary to perform such obligations. The Agency
shall approve the holder if it can demonstrate that it has 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 Right of Agency to Qjre Mortgage, Dged of-Trust og:
other Security Intgrest 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 for the Site and the Public Improvements
or such portion thereof, and the holder of any such security inter-
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EEH1707/10/09/90/2/d
est has not exercised its option to complete the development, as
provided in Section 5. 18 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 Redeveloper of all
costs and expenses reasonably incurred by the Agency in curing the
default. The Agency shall also be entitled to a lien upon the Site
or such portion thereof to the extent of such costs and disburse-
ments. 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 the Site and/or develop the
Site and the Public Improvements, to construct the improvements
thereon, and to finance such costs and to pay all costs reasonably
related to the Redeveloper's obtaining the Site and performing
under this Agreement.
5.20 Right of the Agency to Satisfy Other Liens on the
Site after Title Passes. After the conveyance of title to the Site
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 Site,
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
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thereof, and so long as such delay in payment shall not subject the
Site to forfeiture or sale.
5.21 Certificate of Comnletior . Promptly after
completion of all construction and development to be completed by
the Redeveloper upon the Site and the Public Improvements, as
generally and specifically required by this Agreement and in
particular the Scope of Development (Exhibit I'D") , the Agency shall
furnish the Redeveloper with a Certificate of Completion upon
written request therefor by the Redeveloper. Such Certificate of
Completion shall be in such form as to permit it to be recorded in
the Office of the Recorder of San Bernardino County.
A 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 the
Public Improvements and of full compliance with the terms of this
Agreement relating to commencement and completion of construction
on the Site and on the Public Improvements. After recordation of
such Certificate of Completion, any party then owning or thereafter
purchasing, leasing or otherwise acquiring any interest in the Site
or the Public Improvements covered by said Certificate of Comple-
tion shall not (because of such ownership, purchase, lease or
acquisition) 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
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EEH1707/10/09/90/2/d
Site. Except as otherwise provided herein, after the issuance of
a Certificate of Completion for the Site and the Public Improve-
ments, neither the Agency, the City nor any other person shall have
any rights, remedies or control with respect to the Site or the
Public Improvements that it would otherwise have or be entitled to
exercise under this Agreement as a result of a default in or breach
of any provision of this Agreement relating to the commencement or
completion of construction on the Site and the Public Improvements,
and the respective rights and obligations of the parties with
reference thereto shall be as set forth in Sections 6. 1 through 6.4
(inclusive) of this Agreement and the Grant Deed of the Site.
The Agency shall not unreasonably withhold the Certifi-
cate of Completion. If the Agency refuses or fails to furnish a
Certificate of Completion after written request from the Redevel-
oper, 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
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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.
6. SITE USE RESTRICTIONS.
6. 1 Uses. 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 Site, this Agreement, the Grant Deed for the Site, the Scope of
Development (Exhibit I'D") and the Redevelopment Plan for the
Project Area.
The Redeveloper shall have the right and it covenants and
agrees to use the Site for the following purposes only:
A first class, high quality professional office complex;
with the industrial warehouse theme of the building to be rehabili-
tated, together with ancillary parking, landscaping and street-
scaping and such other uses as are permitted in the Scope of
Development (Exhibit I'D") .
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6.2 Maintenance of the Site and the Public Improvements.
The Redeveloper shall maintain the Site and the Public Improvements
and shall keep the Site and the Public Improvements free from any
accumulation of debris or waste materials, and shall maintain all
landscaping and streetscaping, as it is required to do under the
Scope of Development (Exhibit I'D") .
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 segre-
gation 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 on the basis 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
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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 discrimina-
tion 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
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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 discrimina-
tion 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 trans-
feree himself,'' or any person claiming under or through him,_
establish or permit any such practice or practices of discrimina-
tion
iscrim na-tion or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants, sub-
lessees or veneees of the land.."
6.5 Effegt and Pjaratign of g2y_2nAntg. Except as may be
otherwise provided herein, the covenants contained in this Agree-
ment and the Grant Deed for the Site shall remain in effect until
the termination date of the Redevelopment Plan for the Project Area
(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 need shall,
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 Site or
any part thereof.
The Agency and the City are deemed the beneficiaries of
the terms and provisions of this Agreement and of the covenants
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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, the
Public Improvements, any parcel or subparcel thereof, or in the
Project Area. The Agency shall have the right, if this Agreement
or covenants are breached, to exercise all rights and remedies and
to maintain any actions or suits at law or in equity or other
proper proceedings to enforce the curing of such breaches to which
it or any other beneficiaries 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 8.4, 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, shall complete such cure, correction or remedy with
reasonable diligence, and during any period of curing shall not be
deemed to be in default.
The injured party shall give written notice of default to
the party in default, specifying the default complained of by the
injured party. Except as required to protect against further
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damages, and except as otherwise expressly provided in Sections
7.2 . 5 and 7.2.6 of this Agreement, the injured party may not
institute proceedings 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 a legal
action to cure, correct, or remedy any default, to recover damages
for any default, or to obtain any other remedy consistent with the
purpose of this Agreement. Such legal actions must be instituted
in the Superior Court of the County of San Bernardino, State of
California, 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.
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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 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 images. 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
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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 Spegific Performangel. 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 (34) days of service o
the notice of default, the nondefaulting; party, at its option, may
institute ,an action for specific performance of the terms of this
Agreement.
7. 3 Mm2digg and hts <of fie 'nation. The following
rights and remedies of the parties are optional and, unless
otherwise provided, are additional and cumulative rights and
remedies with all other rights and remedies provided for in this
Agreement.
7.3.1 12=inati2n by thS H!g!dgy-eJ2grr..
(a) The Redeveloper at its option may.
terminate this Agreement if the;Agency, after and despite its best
efforts pursuant to the Agency's obligations under the California
Redevelopment Law#; the Redevelopment pian and the Rules Governing
Participation ;and Preferences by Miers, Operators of Businesses.
and 'Tenants in the Redlands Downtown Redevelopment Project Area,
adopted by the Agency can September 26, 1972 ("Owner Participation
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Rules") , is unable to tender conveyance of title to the Site, in
the manner and condition, and within the time established therefor
in the Schedule of Performance (Exhibit "Ell) , 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
Section 7.3 . 1(a) , neither the Agency nor the Redeveloper shall have
any further rights against or liability to the other under this
Agreement with respect to the Site, the Public Improvements or
otherwise.
(b) The Redeveloper at its option may
terminate this Agreement if it is unable to obtain a firm commit-
ment for financing for the acquisition of the Site and the
construction and development of the improvements on the Site and
the Public Improvements after and despite its best efforts to do
so, in the manner and condition, and within the time established
therefor in the Schedule of Performance (Exhibit "Ell) , and
Redeveloper provides written notice thereof to Agency. In the
event of such termination pursuant to this Section 7.3. 1(b) ,
neither the Agency nor the Redeveloper shall have any further
rights against or liability to the other under this Agreement with
respect to the Site, the Public Improvements or otherwise.
(c) The Redeveloper at its option may
terminate this Agreement if after and despite its best efforts it
is unable to obtain from the City and any appropriate commission or
board of the City, any and all approvals, allocations, and permits
required to construct a professional office complex, ancillary
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EEH1707/10/09/90/2/d
landscaping and improvements as set forth in the Scope of Develop-
ment (Exhibit "D11) prior to the time established in the Schedule of
Performance (Exhibit "C") for close of Escrow. 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 with respect to the Site, the
Public Improvements or otherwise.
7. 3 .2 Termination by the Agency.
(a) The Agency at its option may terminate
this Agreement with respect to the Site and the Public Improvements
if at any time prior to conveyance of title to the Site to
Redeveloper, the Redeveloper assigns or attempts to assign this
Agreement, or any rights herein, or makes any total or partial
sale, transfer or conveyance 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 written demand therefor by the Agency.
(b) The Agency at its option may terminate
this Agreement with respect to the Site and the Public Improvements
to the extent that the Agency has any continuing obligation to
perform any work as specified in the Scope of Development (Exhibit
"D") if at any time after the Site has been conveyed to the
Redeveloper, the Redeveloper assigns or attempts to assign this
Agreement, or any rights herein, or makes any total or partial
sale, transfer or conveyance of the whole or any part of the Site
or the improvements to be developed thereon, in violation of the
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EEH1707/10/09/90/2/d
terms of this Agreement, and such breach is not cured within thirty
(30) days after written demand therefor by the Agency.
(c) The Agency at its option may terminate
this Agreement with respect to the Site and the Public Improvements
if the Redeveloper does not submit construction drawings and
related documents, or any of such drawings, within the time
respectively established therefor in the Schedule of Performance
(Exhibit "E") and such breach is not cured within thirty (30) days
after the date of written demand therefor by the Agency.
(d) 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. 15 of this Agreement sufficient to enable
Redeveloper to finance the acquisition of the Site and the
construction and development of the improvements on the Site and
the Public Improvements under the Scope of Development (Exhibit
on or prior to the date set forth therefor in the Schedule of
Performance (Exhibit "E") , and such breach is not cured within
thirty (30) days after the date of written demand therefor by the
Agency.
(e) The Agency at its option may terminate
this Agreement with respect to the Site and the Public Improvements
if upon satisfaction of all conditions precedent and concurrent
under this Agreement, the Redeveloper does not take title to the
Site under tender by the Agency within the time respectively estab-
lished therefor in the Schedule of Performance (Exhibit "E") , and
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such breach is not cured within thirty (30) days after the date of
written demand therefor by the Agency.
8. GENERAL PROVISIONS.
8. 1 Notices, Demands and Communications Between the
Parties. Formal notices, demands and communications between the
Agency and the Redeveloper shall be sufficiently given if dis-
patched by registered or certified mail, postage prepaid, return
receipt requested, to the principal offices of the Agency and the
Redeveloper as set forth in Section 3. 6.2 hereof. Such written
notices, demands and communications may be sent in the same manner
to such other addresses as either party may from time to time
designate by mail.
8.2 Conflict of Interests. No member, official or
employee of the Agency shall have any personal interest, direct or
indirect, in this Agreement nor shall any such member, official or
employee, participate in any decision relating to this Agreement
which affects his personal interests or the interests of any
corporation, partnership or association in which he is directly or
indirectly interested.
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EEH1707/10/09/90/2/d
8-3 Nonliability of Agency Of f icials and favloyees. 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 reason-
able control of the Agency in concluding eminent domain proceedings
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 contrac-
tor, 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 of time for
any such cause shall be for the period of the enforced delay and
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EEH1707/10/09/90/2/d
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 and the Public Improvements
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 and the Public
Improvements 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 specified
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 plans and data concerning the Site.
8.7 Approvals. Approvals required of the Agency 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 "Ell) 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:
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EEH1707/10/09/90/2/d
ATTENTION EXECUTIVE DIRECTOR:
THIS IS A REQUEST FOR AGENCY APPROVAL OF THE
ATTACHED DOCUMENT. PLEASE REVIEW THE MATERIAL
AND APPROVE OR DISAPPROVE IT IN WRITING WITHIN
THE TIME ESTABLISHED THEREFOR IN THE DISPOSI-
TION 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 to the other that it has engaged no
broker, agent, or finder in connection with this transaction.
8.9 Participation and Preferences by Owners. Operators
of Businesses and Tenants Located in the Prolect Area. If
applicable, the Redeveloper agrees to cooperate with the Agency in
carrying out the Agency's obligations under the Rules Governing
Participation and Preferences by Owners, Operators of Businesses
and tenants in the Downtown Redevelopment Project Area, adopted by
the Agency on February 18, 1986, as amended from time to time.
9. SPECIAL PROVISIONS.
9.1 Submission on of Documents for AyRroval. 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
-49=
EEH1707/1o/09/90/2/d
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 reasonable and not
unreasonably withheld.
9.2 Amendment of Redevelopment Plan. Pursuant to
provisions of the Redevelopment Plan for modification or amendment
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. 3 Entire Actreement, Waivers and Amendments. This
Agreement is executed in three (3) duplicate originals each of
which is deemed to be an original. This Agreement comprises pages
1 through 52, inclusive, and Exhibits "A" through III, " attached
hereto and incorporated herein by reference, which constitute the
entire understanding and agreement of the parties.
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EEH1707/10/09/90/2/d
This Agreement integrates all of the terms and conditions
mentioned herein or incidental hereto, and supersedes all negotia-
tions or previous agreements between the parties with respect to
all or any part of the subject matter hereof.
All waivers of the provisions of this Agreement must be
in writing and signed by the appropriate authorities of the Agency
and the Redeveloper, and all amendments hereto must be in writing
and signed by the appropriate authorities of the Agency and the
Redeveloper. The Executive Director of the Agency is authorized to
approve and execute Amendments to this Agreement which are not of
material nature, including but not limited to, extensions of time.
9.4 Time for Acceptance of, Actneem ent by Acrency. 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 "Ell) 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.
REDEVELOPMENT AGENCY OF
THE CITY OF REDLANDS
Dated: By:
Chairman
Dated: By:
(Signature page continued)
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EEH1707/10/09/90/2/d
ATTEST:
Secretary
APPROVED AS TO FORM:
BEST, BEST & KRIEGER
Counsel, Redevelopment Agency
of the City of Redlands
By:
THE PARKWEST GROUP, INC. , a
California corporation
DATED: By:
DATED: Its:
APPROVED AS TO FORM
Counsel to Redeveloper
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EXHIBIT "B"
LEGAL DESCRIPTION OF THE SITE
LEGAL DESCRIPTION: That certain real property located in the City
of Redlands, County of San Bernardino, State
of California, consisting of that portion of
Lot 18 and Lots 20 through 26 inclusive, and a
vacated alley lying adjacent to the south line
of said Lot 20, all being in Block C of the
Central Townsite Subdivision as shown in Book
8 of Maps, Page 57, Official Records of said
County, described as commencing at a point in
the easterly line of Lot 26 lying 14. 10 feet
North of the Southeast corner of said Lot,
thence North along the East line of said Lot
26 and its Northerly prolongation and the East
line of Lots 20 and 18, also being the West
line of Third Street, a distance of 168.90
feet to the South line of Stuart Avenue,
thence Westerly along the South line of Stuart
Avenue a distance of 122 feet, thence South-
westerly in a direct line a distance of 22.63
feet to a point in the West line of Lot 20
lying 13 feet South of the Northwest corner of
said Lot, thence South along the West line of
Lot 20 and its Southerly prolongation and the
West line of Lot 21 to a point in the West
line of Lot 21 lying 14. 10 feet North of the
Southwest corner of said Lot 21, thence East a
distance of 138 feet to the point of begin-
ning.
PARCEL SIZE: 1381 X 168.91 , less 128 square feet lying
within Stuart Avenue = 23, 180 square feet more
or less.
LOCATION ADDRESS: 205 W. Stuart Avenue
Redlands, California 92374
GENERAL.
The subject property is located in the City of
Redlands, approximately J mile north of the
central business district area. More specifi-
cally the property is situated at the south-
west corner of Stuart Avenue and Third Street.
EXHIBIT "B"
EXHIBIT "C"
METHOD of FINANCING
A. Purchase Price. The purchase price for the Site shall be
the total sum of one Hundred Twenty-Six Thousand Seven Hundred
Eighty-Seven Dollars ($126,787. 00) (the "Purchase Price") payable
as described below.
B. Cash Rayment. The Redeveloper shall deliver into Escrow
at least two (2) days prior to close thereof the sum of Thirty-
Eight Thousand Thirty-Six Dollars ($38, 036.00) , which sum shall be
paid through escrow at closing (the "Cash Payment") .
C. Purchase Money dote and Trust Heed. The Redeveloper
shall execute and deliver into Escrow at least two (2) days prior
to close thereof a promissory note (the "Note") and deed of trust
(the "Trust Deed") , each in the amount of Eighty Eight Thousand
Seven Hundred Fifty-one Dollars ($88,751.00) executed by the Rede-
veloper in favor of the Agency. The promissory note shall bear
interest at the rate of ten percent (10%) per annum, payable
interest only monthly with the balance of all principal and
interest due and payable five (5) years after the date of close of
Escrow. Monthly interest payments on the Note shall be paid in
advance on the first day of each month, commencing in the month
following close of Escrow. The Note shall be in substantially the
same form as that attached hereto as Exhibit "H". The Trust Deed
shall be a first and prior lien on the Site and shall be in
substantially the same form as shown on Exhibit "I" attached
hereto.
EXHIBIT "C"
EXHIBIT "D"
SCOPE OF DEVELOPMENT
1. GENERAL.
The Site shall be designed and redeveloped as a professional
office complex intended to be in harmony and compatible with
similarly restored and redeveloped areas and commercial
buildings in the downtown area, maintaining at the same time
the original "theme" of an open, industrial/warehouse build-
ing.
The open spaces, where they exist, shall be designed, land-
scaped and developed with the same degree of quality and style
as pertains to the open space and streetscape improvements
throughout the Town Center area of downtown Redlands. The
total development shall be in acceptable conformity with the
Redevelopment Plan for the Redevelopment Project and, the
Agency and 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 and the Public Improvements 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
conceptual 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. Redeveloper's On-Site Improvements.
The improvements to be constructed by the Redeveloper on the
Site shall include:
1. A professional office complex with not less than thirteen
thousand (13,000) square feet of gross leasable area for
office uses.
2 . Sufficient parking to serve the intended uses, in
accordance with applicable Municipal Codes and Policies.
The Redeveloper shall operate and maintain such surface
parking and short term parking as may be constructed, and
shall otherwise install all lighting and other appurte-
EXHIBIT "D"
nances as may be necessary for a high-quality surface
parking lot, commensurate with the turn-of-the-century
theme utilized throughout Phases I and II of the downtown
Redlands streetscape improvements.
B. Architecture and Design.
The exterior and interior design of the office building 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 drawings, bearing in mind that
it is the intention of the Redeveloper and Agency to maintain
to the greatest extent possible the industrial/warehouse
"theme" of the original building which is to be rehabilitated.
The Redeveloper's plan submitted to the City for approval
shall describe in reasonable detail the architectural charac-
ter of the exterior and interior design intended for the Rede-
veloper's improvements.
C. Landscaping.
Landscapingshall embellish all open spaces upon the Site
(including set-back areas) , as shown on the approved Landscap-
ing Drawings, to integrate the Redeveloper's improvements with
adjacent sites within the Project Area. Landscaping includes
such materials as unit paving, trees, shrubs, and other plant
materials, landscape containers, fountains and other such
water features, plaza furniture, top soil preparation,
automatic irrigation, and landscape and pedestrian lighting.
D. signs.
All signs, whether free-standing or located on the exteriors
of buildings and structures facing the street, or parking
areas, developed as part of the Redeveloper's improvements,
shall comply with all applicable City Codes and requirements.
However, to the greatest extent possible, the Redeveloper
shall attempt to retain and/or restore signage of an "histori-
cal nature" which reflects prior usage of the building.
E. Controls and Restrictions - Miscellaneous.
TheRedeveloper 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 Agree-
ment.
3 . SITE CLEARANCE AND PREPARATION.
EXHIBIT I'D"
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, struc-
tures, improvements, signs, pavements, walks,
railway ties and rails if any, curbs, gutters and
other similar site improvements;
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 such utilities; and
3. Arrange the removal, transportation and disposal of
underground fuel storage tanks and any Hazardous
Materials on the Site, as further described in
Section 4. 1(c) of the Agreement.
B. Compaction, Finish Grading and Site Work.
The Redeveloper shall compact, finish grade and do such
preparation as is necessary for the construction or recon-
struction of the Redeveloper's improvements on the Site.
4. OFF-SITE PUBLIC IMPROVEMENT WORE 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
the development of the Public Improvements:
1. Third Street Reconstruction.
Third Street, between Stuart Avenue and the Atchison,
Topeka & Santa Fe right-of-way, shall be reconstructed as
a standard City street, with curb and gutter and all
other normal appurtenances, save for sidewalks, light
fixtures, tree grates and guards and benches which shall
be to the Agency standards as found in Phase II of the
Agency's downtown reconstruction program. Third Street
shall remain open as a view corridor to the mountains and
provision shall be maintained for future pedestrian
linkage to a possible Santa Fe open space/trail and other
developments to the south.
EXHIBIT "D"
In addition, and as part of the streetscape amenities to
be constructed at Third Street, Redeveloper agrees to
provide an historical exhibit in the form of a kiosk, or
other such structure, with photographs and/or text
related to the prior development of the general area as
it related to manufacturing and the Railroad and Redlands
citrus/packing house industry.
Overhead power and telephone lines and poles which exist
on Third Street are to be removed and replaced with
underground facilities. Existing fire hydrants and/or
storm drains on Third Street, where they may exist,
should be relocated, repaired or replaced, as necessary,
for the installation of new curbs, gutters and sidewalks.
2 . Stuart Avenue Reconstruction.
Stuart Avenue, on the south side, between
Third Street and the west property line, shall be
reconstructed as a standard City street, with curb
and gutter and all other normal appurtenances, save
for sidewalks, light fixtures, tree grates and
guards and benches which shall be to the Agency
standards as found in Phase II of the Agency's
downtown reconstruction program.
Overhead power and telephone lines and poles which
exist on the south side of Stuart Avenue, at this
location, are to be removed and replaced with
underground facilities. Existing fire hydrants
and/or storm drains on Stuart Avenue, where they
may exist, should be relocated, repaired or re-
placed, as necessary, for the installation of new
curbs, gutters and sidewalks.
5. 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 area(s) and driveway(s) .
3. All on-site landscaping.
B. Public Rights-of-Way.
The Redeveloper shall be responsible for maintaining the
improvements and landscaping in or upon the Public
EXHIBIT "D"
Improvements, including the east side of Third Street, to
the face of the curb.
C. Maintenance District.
The Redeveloper shall petition the City of Redlands for
inclusion of the Public Improvements into 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 Sections
22500, et egq. ) for the purpose of maintaining off-site
landscaping and street lighting improvements in the
public rights-of-way adjacent to the Site. Inclusion of
the Public Improvements in such a maintenance district
shall thereafter relieve the Redeveloper of further
responsibility for off-site maintenance as provided in
Subsection 5.B. , above, to the extent that such mainte-
nance is assumed or included in such maintenance dis-
trict.
EXHIBIT "D"
EXHIBIT f#F-##
SCHEDULE OF PERFOR=CE
[NOTE» The summary of Action Items listed in this
Schedule of Performance shall not be construed as making
any substantive changes in the provisions of this
Agreement to which such Action Items refer] .
Action Qat2
1. Execution of the Agree- On or before 19 Tanuar;C 19,91
ment by Redeveiccer .
2. Form of Grant Deed. The On or before execution of this
Agency and the Redevelop- Agreement by the Agency.
er shall agree on the
for; of the Grant Deed of
the Site to be attached
hereto as Exhibit F.
3 . Arcroved Title Excen- On or before execution of this
,tions . The Redeveloper Agreement by the Agency.
and Agency shall agree on
the approved title excep-
tions to be attached
hereto as Exhibit G.
4 . Execution of Acreement by Within 30 days after Item 1.
Acencv. The Agency and
the City Council shall
hold a joint public hear-
ing to authorize execu-
tion of this Agreement
and, if so authorized,
the Agency shall execute
this Agreement.
5. Submission--Evidence of On or before 01 Mav 1991
Financing. The Redevelop-
er shall submit to the
Agency a firm commitment
or other evidence of fi-
nancing or equity capital
sufficient for acquisi-
tion and development of
the Site.
EXHIBIT "E" - 1
6. Og2ning gf Escrow. The Within 10 days after execution
Agency shall open escrow of this Agreement by the Agen-
for conveyance of the cy;.
Site to the Redeveloper.
7. Zoning. The Agency shall Prior to close of escrow.
insure that the Site is
properly zoned for the
intended uses.
a. Clgse of Escrow. The within 34 days after the data
Agency shall convey tithe the required building permit or
to the Site to the Rade- permits from the City has or
veloper. have been obtained, but in all
events on or before 16 October, 1991.
9. Su]2rissjon--Basic Concept Within 60 days after execution
Drawjnas. The Redevel-- of this Agreement by the Agen-
oiler shall submit to the cy.
Agency and the City Basic
Concept Drawings pursuant
to Section 5. 2 of the
Agreement.
ltd» Approval--Basic Conte within 30 days after Item 9.
Drawings. The Agency'
shall review and approve
the Basic Concept Draw-
ings.
11. Sutmi on--Final Grp Not later than 90 days follow-
and
ol.lo -and Construction Draw-- ing the approval of Basic Con-
iMa . The Redeveloper cept Drawings by the City
shall submit the final. Planning Commission
grading, landscaping and
construction drawings to
the Agency.
12. Azgroval -EjnAj Grading Within 30 days after submission
ri s ru n aw- pursuant to Item 11.
JaU. The Agency staff
shall approve or disap-
prove final grading,
landscaping and construc-
tion drawings.
EXHIBIT "Ell - 2
13. Commencement - -Rede - Within 30 days after close of
velope 's Improvements. Escrow.
The Redeveloper shall
commence construction of
the improvements on the
Site and the Public Im-
provements.
14. Completion of Redevelop- Within 8 months after commence-
er's Improvements. The ment of construction.
Redeveloper shall
complete construction of
the improvements on the
Site and the Public Im-
provements.
EXHIBIT "E" - 3
EXHIBIT "F"
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Redevelopment Agency of the
City of Redlands
c/o Daniel E. Olivier, Esq.
Attorney for Agency
Best, Best & Krieger
600 E. Tahquitz Way, Ste. C
Past Office Box 2710
Palm Springs, California 92263
MAIL TAX STATEMENTS TO:
329 West State Street
P.O. Box 790
Redlands, California 92373
Attn: Johnny W. Moore
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:
THE PARKWEST GROUP, INC. ,
a California corporation
EXHIBIT "F"
as "Grantee, " the real property (hereinafter referred to as the
"Property") , described in Attachment 1 hereto.
1. The Property is conveyed subject to the Rede-
velopment Plan and pursuant to a Disposition and Development
Agreement dated entered into by and between
Grantor, the Redevelopment Agency of the City of Redlands, and the
Grantee, The Parkwest Group, Inc. (herein called "Agreement") . A
copy of the Agreement is attached hereto as Attachment 2 and
incorporated by reference. The Property is conveyed further
subject to all mortgages, deeds of trust, liens, encumbrances,
easements, rights-of-way, covenants, conditions, restrictions,
reservations and all other matters of record agreed to by the
Redeveloper and the Agency. Grantee, its successors and assigns
" and all persons claiming under or through it (including, without
limitation, all lessees) , hereby covenant that the Property
conveyed in this Grant Deed is to be developed into a professional
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 which is thirty
(30) days after the recordation hereof.
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
EXHIBIT 'IF"
than the uses specified in the Redevelopment Plan and the Agree-
ment.
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 facility in accordance with the provisions for the
design guidelines approved by the Grantor on , 19_.
4. Prior to the issuance of a Certificate of Completion
by the Grantor as provided in the Redevelopment Plan, the Grantee
shall not, except as permitted by the Agreement, sell, transfer,
convey, assign or lease the whole or 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. 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,
religion, sex, marital status, national origin, or ancestry in the
sale, lease, sublease, transfer, use, occupancy, tenure or enjoy-
EXHIBIT 'IF"
ment 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 Property. 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 covenants 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 segrega-
tion of, any person or group of persons on account of
race, color, creed, religion, sex, marital status, na-
tional 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 practice or practices of discrimination or
segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants,
EXHIBIT "F"
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 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, 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 prac-
tice 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 land herein leased. "
(c) In contracts: "There shall be no discrimina-
tion 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
EXHIBIT 'IF"
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, subten-
ants, sublessees or vendees of the land. "
6. No violation or breach of the covenants, conditions,
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.
7 . 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,
EXHIBIT "F"
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 teed shall; be for the benefit of
and shall be enforceable only by the Grantor and its successors and.
assigns.
a. The covenants contained in Paragraphs 2 and 3 of
this Grant Deed shall continue until the expiration of the
Redevelopment Plan {September 25, 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, Redevel-
opment Plan and zoning ordinances. The covenants contained in
Paragraph 4 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 5, 6 and 7 of this
Grant Deed shall, remain in effect in perpetuity.
9. The ,covenants contained in this Grant teed, 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 this Property, or otherwise change any
of the restrictions or controls that then apply to the Property,
EXHIBIT "F"
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.
10. In the event of any express conflict between this
Grant Deed and the Agreement, the provisions of this Grant Deed
shall control.
IN WITNESS WHEREOF, the Grantor and Grantee have caused
this instrument to be executed this day of , 198_.
REDEVELOPMENT AGENCY OF THE CITY OF
REDLANDS
Dated: By;
Executive Director
By.
Secretary
The provisions of this Grant Deed are hereby approved and
accepted.
THE PARKWEST GROUP, INC. , a Califor-
nia corporation
Dated. By;
Its:
EXHIBIT "F"
[ACKNOWLEDGMENTS]
EXHIBIT "F"
EXHIBIT "G"
APPROVED TITLE EXCEPTIONS
AT
AT THE DATE HEREOF EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND
EXCLUSIONS CONTAINED IN SAID POLICY FORM WOULD BE AS FOLLOWS:
1. GENERAL AND SPECIAL TAXES FOR THE FISCAL YEAR 1990-1991
TOTAL AMOUNT : $.00
FIRST INSTALLMENT : $.00 -
SECOND INSTALLMENT : $.00 -
TAX PARCEL NO. : 0169-281-23
EXEMPTION : NONE
AFFECTING : SAID LAND
GOVERNMENT OWNED - NO TAXES DUE FOR THE CURRENT TAX YEAR
2. THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THE PROVISIONS OF
CHAPTER 3.5, REVENUE AND TAXATION CODE, SECTIONS 75 ET SEQ.
3. . AN EASEMENT AFFECTING AN UNDISCLOSED PORTION OF SAID LAND FOR THE PURPOSES STATED
HEREIN, AND INCIDENTAL PURPOSES
IN FAVOR OF : REDLANDS WATER COMPANY
FOR : WATER PIPE LINES
RECORDED : JULY 24, 1882, IN BOOK 28, PAGE(S) 233
OF DEEDS
4. AN EASEMENT AFFECTING AN UNDISCLOSED PORTION OF SAID LAND FOR THE PURPOSES STATED
HEREIN, AND INCIDENTAL PURPOSES
IN FAVOR OF : SANTE FE LAND IMPROVEMENT COMPANY
FOR : ELECTRIC SUPPLY LINES
RECORDED : AUGUST 10, 1961, IN BOOK 5506, PAGE(S) 187
OF OFFICIAL RECORDS
5. THE TERMS AND PROVISIONS OF THE REDEVELOPMENT PLAN OF THE CITY OF REDLANDS, AS
PROVIDED BY ORDINANCE NO. 1500, ADOPTED BY THE CITY COUNCIL OF THE CITY OF REDLANDS
ON SEPTEMBER 26, 1972, A CERTIFIED COPY OF SUCH ORDINANCE AND PLAN HAVING BEEN
RECORDED NOVEMBER 9, 1972 IN BOOK 8057, PACE 790, OFFICIAL RECORDS.
6. ANCING STATEMENT PURSUANT TO CALIFORNIA UNIFORM CO
EXECUTED BY . DAVID F. , AND RET . , DBA RETTIC
MACHINE
IN FAVOR F AMERICA, NT & SA ``"'----
OCTOBER 13, 1983 AS INSTRUMENT NO. 83-24 $ '3'"-_..
OF OFFICIAL RECORDS
FFECT OF THAT CERTAIN WAIVER AND CONSENT BY REAL PROPERTY 5-tT AND
BETWEEN DA AND MARY B. RETTIG AND BANK OF SA, RECORDED
OCTOBER 15, 1984, INSTRUM . 6386 CORDS. (REGARD TO EQUIPMENT
AND MACHINES)
REFERE BY MADE TO THE RECORD OF SAID DOCUMENT FOR FURTHER RAXTTfUU-LARS
4 -
:---8 LIEN FOR THE AMOUNT HEREIN STATED AND ANY OTHER AMOUNTS DUE, FOR U#SEG)J 'U
PROPERTY `fi�4X�5�_ EVIDENCED BY A CERTIFICATE FILED BY THE TAX C�01J-EC-T�F THE COUNTY
HEREINBELOW MENT t1HEF}
TAXPAYER RE EDEVELO NCY
YEAR AND ACCOUNT NO.; 1988/ -001
AMOUNT ,609.41
COUNTY SAN BERNARDINO
DED DECEMBER 1, 1989 AS INSTRUMENT NO. 89-4
OF OFFICIAL RECORDS
5 -
TICOR TITLE INSURANCE
DATE: DECEMBER 21, 1990
*9'EYTING REFER TO:
REDLANDS REDEVELOPMENT AGENCY Ca NIMER 931806
ATT : ROSE MARIE GONZALES
?.0. BOX 3005 YOUR INNER 205 W STUART AVE.
REDLANDS, CA 92373
THE ABOVE REFERENCED PRELIMINARY TITLE REPORT DATED AS OF NOVEIMER 13, 19010
IS HEREBY AMENDED TO RELECTA THE FOLLOWING CHANGE:
ITEM NUMBER 8 IS HEREBY DELETED
Crif TICOR TITLE INSURANCE
IMPORTAN7
NIOVEMBER 29. 1990 When replying refer
to Our NO.
931806
REDLANDS REDEVELOPMENT AGENCY Your No.
ATTN: ROSE MARIE GONZALES 205 W. STUART AVE.
P.O. BOX 3005
REELANDS. CA 92373
THE ABOVE REFERENCED PRELIMINARY TITLE REPORT DATED NOVEMBER 15, 1990 IS HEREBY
AMENDED TO, REFLECT THE FOLLOWING CHA]\NGE:
ITEM NO. 6 AND 7 ARE HEREBY ELIMINATED
THERE ARE W FURTHER CHANGES AT THIS TIME.
V,
SR. TITLE OFFICER
EXHIBIT "H'•
BALLOON PAYMENT
PROMISSORY NOTE
$88,751.00 , 1990
PRINCIPAL AMOUNT , California
THIS NOTE REQUIRES A BALLOON PAYMENT AT MATURITY
FOR VALUE RECEIVED, THE PARKWEST GROUP, INC. , a California
corporation, whose address is 329 West State Street, Redlands,
California 92373 ("Borrower") hereby promises to pay to the order
of THE REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, whose address
is 30 Cajon Street, Redlands, California 92373 ("Lender") , at
Lender's address or at such other place as the holder thereof may
from time to time designate, the principal amount of EIGHTY-EIGHT
THOUSAND, SEVEN HUNDRED FIFTY-ONE DOLLARS ($88,751.00) together
with interest as set forth below on the unpaid principal amount
from time to time outstanding from the date hereof, plus any costs
of suit and attorney's fees incurred by the holder hereof in
collecting any amounts due under this Note.
INTEREST
This Note shall bear, and Borrower promises to pay, interest
(computed on the basis of a three hundred sixty-five (365) day year
but with any interest payment for a partial month based upon a
thirty (30) day month) on the unpaid principal amount from time to
time outstanding from the date hereof at the annual rate of ten
percent (10%) .
INSTALLMENTS OF INTEREST AND PRINCIPAL.
The principal amount and accrued interest thereon under this
Note shall be due and payable as follows:
(a) Equal monthly installments of interest only in the amount
of Seven Hundred Thirty-Nine Dollars and 59/100 ($739.59) each
shall be paid for sixty (60) months commencing on the first day of
the month following the close of Escrow (the "Commencement Date")
and payable on the same day of each successive month of such
period. The first monthly installment shall also include any pro
rata interest which has accrued from the close of Escrow to the
Commencement Date; and
EEH2O11/10/12/90
(b) The outstanding principal balance of the Note and any and
all accrued and unpaid interest thereon shall be due and payable on
the same day of the fifty-ninth (59th) month following the
Commencement Date.
Borrower may prepay all or any portion of this Note without
penalty at any time. All payments on this Note, including but not
limited to prepayments, shall be credited first to accrued and
unpaid interest and then to the unpaid principal amount. Except as
set forth herein, Borrower, endorsers, and guarantors of this Note
hereby severally waive presentment for payment, demand,
notice of non-payment and protest.
EVENT OF DEFAULT.
An "event of default" shall occur if any installment of
principal, interest, or both, on the obligation represented by this
Note shall not be paid when and as the same shall become due and
payable, and such default shall have continued for a period of ten
(10) days after written notice is delivered or is mailed to
Borrower at the last address of Borrower furnished to the holder of
this Note in writing at the place for payment; provided, however,
such notice of default need not be given and an event of default
shall exist without any requirement for notice five (5) days after
a failure to make when due any payment as aforesaid if no such
address is furnished.
DUE ON SALE PROVISION.
Should Borrower agree to or actually sell, convey, transfer,
or otherwise dispose of the real property described in the Deed of
Trust securing this Note, or any part of it, or any interest in it,
without first obtaining the written consent of the Lender of this
Note, then all obligations secured by this Note may be declared due
and payable, at the option of the Lender. Consent to one
transaction of this type will not constitute a waiver of the right
to require consent to future or successive transactions.
REMEDIES
Upon the occurrence of an "event of default" as defined above,
the whole of the unpaid principal amount of this Note and all
accrued and unpaid interest shall be immediately due and payable
without further notice to or demand of the Borrower. No remedy
herein conferred upon Lender or any holder of this Note is intended
to be exclusive of any other remedy, and each and every such remedy
shall be cumulative and shall be in addition to every other remedy
given hereunder provided in any mortgage, deed of trust or
EEH2011/10/12/90
agreement securing or relating to Borrower's obligations hereunder
or are hereafter existing at law or in equity, by statute or
otherwise.
LATE CHARGE
Borrower acknowledges that in the event any payment of any
amount required hereby is not made when due, the Lender will incur
additional costs and expenses. The exact amount of these
additional costs and expenses (which include, but are not limited
to, processing and accounting charges as well as loss of use of
money due) is difficult and impractical to assess. Therefore,
Borrower acknowledges that the sum of five percent (5%) of the
amount overdue is, under the circumstances existing at the time
this Note is made, a reasonable late charge, and Borrower promises
to pay such late charge when due. Said late charge shall become
immediately due ten (10) days after the giving of notice of such
late payment.
GENERAL.
No course of dealing between Borrower and Lender or any holder
of this Note or any delay on the part of Lender or any holder of
this Note in exercising any rights hereunder shall operate as a
waiver of any right of Lender or any holder of this Note.
This Note shall be construed and enforced in accordance with,
and governed by, the laws of the State of California.
Should there be an event of default under this Note and should
this Note be placed in the hands of attorneys for collection,
Borrower agrees to pay, in addition to the unpaid principal amount
and interest due and payable hereunder, reasonable attorneys, fees,
together with all reasonable costs and expenses of any such action
or proceeding, whether or not litigation has commenced.
Executed effective the date first above written.
THE PARXWEST GROUP, INC. ,
a California corporation
By:
Its:
EEH2011/10/12/90
EXHIBIT "I"
RECORDING REQUESTED BY
REDLANDS REDEVELOPMENT AGENCY
CIO BEST, BEST & KRIEGER
600 E. 'Tahquitz
Palm Springs, CA 92262
AND NMEN RECORDED MAIL To
r
se BEST BEST & KRIEGER (DEO)
Addiesi E. Tahquitz
cave Palm Springs, CA 92262
sw" L J
SPACE AAIM TM LINEFORRECOMMS USE
SHORT FOO DEED OF TRUST AND ASSIGNMENT OF RENTS A.P.N.
THIS DEED OF TRUST made this day of between
` THE PARKWEST GROUP, INC.
a corporation organized under the laws of the State of California herein called TRUSTOR,
whose address is Po Box 790 Redlands California 92373
(number and street) (City) (state# (zip)
TTCOR TITLE VwSURANCE COMPANY OF CALWORMA.a Canfomia corporation,herein caped TRUSTEE.and
REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS ,herein rafted Beneficiary,
WITNESSETH:That Trustor IRREVOCABLY GRANTS,TRANSFERS AND ASSIGNS to TRUSTEE IN TRUST,WITH POWER OF
SALE,thatpropertyln San Bernardino Counry,California,described as:
*See Exhibit "A" for legal description attached hereto
and incorporated herein
*See Exhibit "B" for due-on-sale provision attached
hereto and incorporated herein
TOGETHER WITH the rents,issues and profits thereof,SUBJECT,HOWEVER,to the right,power and witionry given to and conferred upon
Beneficiary by paragraph 00)of tate provisions moorporated herein by reference to coNact and appiv such rents,issues and profits.
FOR THE PURPOSE OF SECURING:1.Performance of each agreement of Trustor incorporated by reference or contained herein.2.Payment of
the indebtedness evidenced by one promissory note of even date herewith,and any extension or renewal therecit,in the Principal sum of
It 9 2 ^ 1...A A _executed by Trusty in favor of Beneficiary or order.3.Payment of such further state as the then record owner of said
property hereafter may borrow from Beneficiary,when evdbrcod by another note(or notes)rendting it is so secured.
TO PROTECT THE SECURITY OF THIS DEED OF TRUST TRUSTOR AGREES:By the exacutdn and defivvery of this Dead of Trust and the note
secured hereby that provisions(1)to(14),inclusive.of the fictitious deed of trust re corded in Santa Barbara County and Sonoma County October 18,
1961,and in a5 other countess October 211961,in the book and at the page of Offices Records in the office of the county recorder of the county
where said property is towed,noted baby opposite the Mme of such county,viz.:
COUNTY BOOK PACE COUNTY SOOK ft%W COUNTY 90OK PAGE COUNTY BOOK PAGE
Alameda 435 11114 Kings 7" 633 Pt"W as 301 . Scam 29 338
Alai" 1 254 tab 362 34 Plum" 151 5 st"rdyou as$ tat
Amador 104 344 LaoeOn 171 471 fevenfde 3006 523 Solaro 1106 tat
suer 1145 1 Loa Angeles T200 MAw 62 sdtgma 1851 TNM
caiavaao us 132 Madera 810 178 San 901100 271 363 st"ruaiehr 1715 466
cotuaa 250 617 Marin 1566 336 San Bernardino 5567 at $~ sn 2117
Covers Con 3578 47 msr4v" 77 292 son Francisco A332 906 Taharna 401 2110
Doi Nan 76 414 aMndorxu0 579 530 sur,Joaquin 2470 311 Trkuty 93 366
El Daxdo 566 456 Marred 1547 539 asn t.uao Obispo list 12 Tutors 2294 276
Promo 4626 572 Modoc 184 651 smvAtaa 4079 420 14okanne 135 47
Clam 422 104 Mona 52 429 snob$orb"R 16711 660 Yanturs 2062 366
"uantwidt 657 527 ktaseraY 2194 534 sem c4wa 5338 341 yoke 643 248
impanel 1001 501 NW 694 86 soma Cera 1431 "a Yote no 486
Inve 147 594 Novods 305 iso Sham am an
Kern 3027 m 01-W sm all son 0iofto Series 2 Book 1961,Page Pedes
1whichpravisions,identicalinascourives.amprintedonthereversehor$0herebyweadoptodandincorpcsatadharonandmadeapatheraofas
fuse as though set form harem at length:that he wia observe and perform said provisions;and that the reforences to prdporty,obkgotxxu,and
Parnas in sod Wcvsaions sold be tonsinued to rotor to the procie t1;obligations.and partial sat forth in this Dead of Trust.
The undaftsigrted Trustor requests that a copy of any Notice of Doi"and of any Nonce of Saes hereunder be mailed to him at his address
hereinbefore sat forth.
STATE OF
COUNTY of CALIFORtM SignoftaodTtipW
on THE PARKWEST GROUP, INC.
before mk 611 undengowd,a Notary ROA-c 1n and for&W SWte, iocapaneaq
Pr4cnrb avp-W
peraorie117 knead to we or pmvod to me an Eta boast of sabsisclory a memo
evdillf"10 be the parson wow altecuted the wvi6ln rmM n wt 110
the. By
and tar".rrt
persoraliy known to me or pMvW lo me on Boa baso of
eviderx e 10 be
Satxete y of the Corporation that executed the w"insinsrnerx and
acKnovilodgw to me that suers corporation executed the within■hstru-
-. mens pursuat to its by4sure or a nissolution or ate board of diracxxs.
4wt)TNESS my hand and official seal.
'•'
(Trus arca for officio rotanal sear)
Tibe Order No, Escrow or Loan No. -
ronauac44+asfo veeCO NO
h
EXHIBIT "A"
;LEGAL DESCRIPTION QF THE SITE
LEGAL_DESCRIPTION: That certain real property located in the City
of Redlands, County of San Bernardino, State
of California, consisting of that portion of
Lot 18 and Lots 20 through 26 inclusive, and a
vacated alley lying adjacent to the south line
of said Lot 20, all being in Block C of the
Central Townsite Subdivision as shown in Book
8 of Maps, Page 57, Official Records of said
County, described as commencing at a point in
the easterly line of Lot 26 lying 14.10 feet
North of the Southeast corner of said Lot,
thence North along the East line of said Lot
26 and its Northerly prolongation and the East
line of Lots 20 and 18, also being the West
line of Third Street, a distance of 168.90
feet to the South line of Stuart Avenue,
thence Westerly along the South line of Stuart
Avenue a distance of 122 feet, thence South-
westerly in a direct line a distance of 22.63
feet to a point in the West line of Lot 20
lying 13 feet South of the Northwest corner of
said Lot, thence South along the West line of
Lot 20 and its Southerly prolongation and the
West line of Lot 21 to a point in the West
line of Lot 21 lying 14.10 feet North of the
Southwest corner of said Lot 21, thence East a
distance of 138 feet to the point of begin-
ning.
PARCEL SIZE: 138 ' X 168.91 , less 128 square feet lying
within Stuart Avenue : 23, 180 square feet more
or less.
LQMION ADDRESS: 205 W. Stuart Avenue
Redlands, California 92374
GENERAL.
The subject property is located in the City of
Redlands, approximately J mile north of the
central business district area. More specifi-
cally the property is situated at the south-
west corner of Stuart Avenue and Third Street.
EXHIBIT "B"
DUE-ON-SALE PROVISION
Should Trustor agree to or actually sell, convey, transfer, or
otherwise dispose of the real property described in this Deed of
Trust, or any part of it, or any interest in it, without first
obtaining the written consent of the Beneficiary of this Deed of
Trust, then all obligations secured by this Deed of Trust may be
declared due and payable, at the option of the Beneficiary.
Consent to one transaction of this type will not constitute a
waiver of the right to require consent to future or successive
transactions.
DE03384