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HomeMy WebLinkAbout4726_CCv0001.pdf RESOLUTION NO. 4726 RESOLUTIO14 OF THE CITY COUNCIL OF THE CITY OF RED DB APPROVING DISPOSITION AND DEVELOPMENT AGREEMENT' BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS AND THE PARS WEST GROUP„ INC. EREA.S, in order to effectuate; the previsions 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 sell certain property (hereinafter referred to as the "Site"') within: the City o Redlands to The Parkwest Group, Inc. pursuant to a Disposition and Development Agreement between the Redevelopment Agency of the City of Redlands and The Parkwest Group, Inc. (the "Agreement") WHEREAS, before the Agency can enter into the Agreement the City Council of the City of Redlands (the "City Council") must make certain findings and approve the Agreement in accordance with Section 33433 of the Health and Safety Code; WHEREAS, the City Council has reviewed and considered the Agreement and has determined, that the sale of the real property in accordance with, the Agreement is in the best interests of the citizens of Redlands andis consistent with the goals set forth in the Redevelopment Plan for the Project Area; and: WHEREAS, the City Council has received and duly considered tes=timony presented at public hearing. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE CITY COUNCIL OF THE CITY OF REDLANDS AS FOLLOWS: Section 1. The City Council 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 2 . The City Council hereby approves the Disposition and Development Agreement by and between the Redevelopment Agency Of 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 of the Agency. Adopted, signed and approved this 15th day of January 1991. k1k-1,17- 'RedlcLinids( Aav .......... ATTEST: -4- City Clerk, Ci of Redlands V I i�/ DE04199/12/6/90 -2- 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 OE QnENTS 1._ PARTIES AND DATE . . . . . . .- . .- . . . . . . . 1: Z. RECITALS . . . . . . . . . . . . . . .- . . . . 1 3. TERMS OF AGREEMENT . . . .; . . . . . . . . . . 3. 1 ,Public Purpose of this Agreement . . . . . 3.2 Redlands downtown Redevelopment Plan . . . 3 . 3 The Redevelopment Project Area .. . . . . . 3 3 .4 The Professional office Complex Site . . . . . . . 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 . . . . . . . . . . . . . . 4.,1 Sale and; Purchase of the Site . . . . . . . 5 (a) Purchase Price . . . . . . . .. .- . 6 (b) Site and Public Improvements . . . . . . (c) Hazardous Waste and Fuel Tanks 4..2 Escrow . . .- . . . . . . . . . . . . . . . 4 .3 Conveyance of Title and Delivery of Possession 12 4.4 Form of deed . . . . . . . . . . . . . . . . . 22 4.5 Condition of Title . . . i . . . . . . 13 ., Time for and Place of Delivery of Grant geed. . 13 4 .7 Close of .Escrow and Recordation of Grant [seed 1 4.5 Title Insurance . . . . . . . . . . . 14 4.9 Tees and Assessments . . . . . . . . 1.5 4.-10 Conveyance Free of Possession . . . . . . . . . 15 4. 11 Zoning of the Site . . . . . . . . . . . 1 4.1.2 CEQA Requirements . . . . . . . . . . . . . 16 4. 13 Condition of the Site . . . . . . . . . . . . . 1 4.-14 Preliminary Work by the Redeveloper . . . . .. 17 4.15 Submission of Evidence of Financing. . . . . . 1 5. DEVELOPMENT of THE SITE D THE PUBLIC IMPROVEMENTS 19 5.`1 Scope: of Development . . . . . . . . . . 19 5. 2 Basic Concept and, Schematic Drawings . . . . 19 5.3 Grading and Landscaping Plans . . . . . . . 2 5.4 Construction Drawings and Related Documents . . . 24 (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 f 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 7 .3.2 Termination by the Agency . . . . . . 44 8. GENERAL PROVISIONS . . . . . . . . 46 8 .1 Notices, Demands and Communications Between the Parties . . . . . .. . . . . . . . . . . . . . . . 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 Real Estate Commissions . . . . . . . . . . . . . 49 8.9 Participation and Preferences by Owners, Operators of Businesses and Tenants Located in the Project Area . .. . . . . . . . . . . . . . . . . . . . . 49 9. SPECIAL PROVISIONS . . . . . . . . . . . . . . . . . . 49 9.1 Submission of Documents for Approval . . . . . . 49 9.2 Amendment of Redevelopment Plan . . . . . . . . . so 9.3 Entire Agreement, Waivers and Amendments . . . . 50 9.4 Time for Acceptance of Agreement by Agency 51 REDEVELOPMENT DISPOSITION AND DEVELOPMENT AGREEMENT ( 05 West Stuart Avenue Office Complex) 1. 1 THIS AGREEMENT is entered into as of the day of 1991 by and between the REDEVELOPMENT AGENCY OF THE CITY OF RED TSS (the "Agency") and; THE PARXWEST 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 adopted 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, gLt 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. I=-$ OF AQBEEMT. 3.1 Eghlig E=Parig gf thJg_,AgXgeM!gnt. 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 -2- EEM1707/10/09/90/2/d additional redevelopment activities in the project Area by establishing new office uses of benefit to the Project Area. 3.2 Redlan s. Downtown R develo _went lan 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 AreaE. 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 Th2 Rrgfes_sionaOffigeC m lex_Site, The Site is located inside of the Project Area and is shown on the Site snap, attached and incorporated herein as Exhibit '*A, " and more particu- larly described in the legal description, attached and incorporated; herein as Exhibit 11B. 11 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, 181 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 Publ c Improvement. The Public Improvements are located, on Third Street and Stuart .Avenue, 'both public streets, - - EEHi77/i /09/90/ /d adjacent to the Site, shown on the Site Map attached as Exhibit "A" and described in the scope of Development attached as Exhibit "D". 3.6 partigs pg this-AgreeMent. 3.6. 1 The Agency. The Agency is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the Community Redevelop- ment Law of the State of California (Health and safety Code Section 33000, et. seq. ) The offices of the Agency are located at 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 1hM Bed v The Redeveloper is The Parkwest Group, Inc. , a California corporation. The principal office of the Redeveloper for purposes of this Agreement is: 329 West State Street, P.O. 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 to "Redeveloper" is used herein, such to shall include any permitted nominee, assignee or successor in interest as herein provided. -4- ESH1707/10/09/90/2/d 3.6.3 Limitations 2p gl2gnae in QghiR, MgnAge�!w mgnt gnd ggntrgl of, Rede-weloper. 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. 919P-091TIO OE THE- SIT.E. 4.1 Sgle And Pgrchgse _oLjthe_gjte. 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 -5- EEH1707/10/09/90/2/d t k 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 small be for the following consider- ation, ons d r-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) Purc ase 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 ") (b) and.._ P!1)21ic , _ , 1MMr2v9R2ntfi. 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 seta; forth in the Scope of Development (Exhibit I'D") and otherwise in this Agreement. (c) Huardgma W Redeveloper agrees to remove, transport and disperse 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 -6- EEH1 07/10/o9/ 0/2/d 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, 11 or "toxic substances" under any Hazardous Materials tams. Notwithstanding the generality of; the foregoing, the term "Hazardous Materials" herein dues not include asbestos or radon. The term "Hazardous ]Materials saws" means any federal, spate or local laws, ordinances or regulations which regulate, control-, enforce, limit, or otherwise relateto the manufacture, generation, use, installation, storage, disposal, transportation, release, clean-up, removal or other actions with respect to Hazardous Materials. 4.2 Egcraw. 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 "E") . 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. Thee... 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 - EzHi707/i0/ e/ /2/d attached Exhibit "C", 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 "C") , 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 "C" 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 -8- EEH1707/10/09/90/2/d has notified the Agency of the amount of such fees, charges and oasts, but not earlierthan 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; F 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 Creed 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 ether 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; - ;- E 07 10/09 o/ d 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 -10- BEH1707/10/09/90/2/d 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 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 shell accept title or possession on or before the date established therefor in this Section 4.3. 4,4b bt '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 farm 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 -12- Zsx17o7/10/o9 go/2/d 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. 11 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 Tine f2r and Rlace of Delivery-gf gX:sqnJt 12eed. 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 'IF") 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 "Ell) . 4.7 Closq of--,Escrgw gn!d Recordation of GX:gnt 12ged. The Escrow Agent shall notify the Redeveloper in writing that the Grant -13- ESH1707/10/09/90/2/d 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 Note, and the 'Trust. meed with the Escrow Agent prior to the close of Escrow. Upon the close of Escrow, the Escrow Agent shall file the Grant Creed 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, Note and Trust Creed to the Agency. 4. 8 Title Ins UM9 - Concurrently with recordation of the Grant Deed, Ticor Title Insurance Company, or some other tittle insurance company satisfactory to the Agency and the Redeveloper (the "Title Company") I 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 -1d E H1707/10/o9/9o/2/d 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 premi ment (Exhibit "D") and this; Agreement to be developed and con- structed thereon. 4. 12 CE®A- Reoguirements. All necessary environmental assessments shall be prepared by the Agency (apt the Redeveloper's sole cost and expense) for the professional office complex a►nd 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 100 St gag. , hereinafter referred to as "CEQA") and all applicable state regulations and local ordinances and regulations enacted pursuant thereto. 4. 13 Condition gf tie site. Except as may be otherwise specifically provided in this Agreement, including the Scope o 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 costa 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 alldata 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 _16- 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 PreliLniLn4ry Wor ,kb y the Re! eveor per Prior to the , Jl . 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 -17- 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 Submi-s,sion---.o--t.---E-v-idgnce of Einangi,na. 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. I. 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 ,8- Besi7o7/10/o9/9o/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 (car 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 . 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. !2EYELOPMENT OF THE SJTK_AX2-,THE PUBLIC 11ILROVEMENTS. 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 'IF") , and plans approved by the Agency pursuant to this Agreement. 5.2 s 'c -Concept and Sc +emat'> 12ragings. 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 _.tel - H1707/10/ 9/9o/2/ 33Sr ,a ,ac.t�imr ase -_.. and the Public Improvements. The Redeveloperand the Agency staff after approval, by the Agency shall initial and date each page of Manse drawings and documents The Site and the Public Improvements shall be developed as established in they 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 I'D") . The Basic Concept andSchematicDrawings shall include a site plan, eleva- tions, a rendering showing the exterior design, architectural style: and appearance of the development. 5. 3 QraSjjng a The Redeveloper shell 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 "E") . 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 rgnstrMgtign DrawinggThe Redeveloper shall prepare and submit construction drawings and related documents for the development of the Site to the Agency staff for its reviews (including, but not limited to, architectural review) and approval as and at the times established in the Schedule of Performance (Exhibit: ""E") r The construction drawings -20 EHi 7/10/ 9/90/2/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 &MM,--.A2p_roval- of, Plans, Drawings--and- Rglated Q2ggMents. 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, -21- EER1707/10/09/90/2/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 isintendedto 'insure that the plans, drawings and related documents are consistent with the Scope of Development (Exhibit "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 portionsin the same manner and within the same times as provided in this section for approval or disapproval of plans, drawings, and related documents initially submitted to the Agency. No matter once approved shall be subsequently disapproved. The Agency's approval is not intended to effect or duplicate any City approvals required to be obtained by the Redeveloper in connection with the development of the Site and the Public Improvements. 5.6 c Subject to the previsions of Section 4. l(c) , the cost: of redeveloping the Site and the Public Improvements shall be borne exclusively by the Redeveloper, 22- EM1707/10/09/gra/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 I'D") to be performed or paid for by the Agency or others. 5.7 CongtrUction and J2_ev!glor)men:t -Schedule 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 "Ell) 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. -23- EEH1707/10/09/90/2/d 5.8 _W2rktr r to" lns5ura ce 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 dearth 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 he 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; _2 - EEH1707/10/o9/90/2/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, 000,000) for any occurrence and Three Million Dollars ($3,000, 000) property damage, naming the Agency and the City as additional or coinsureds. The Redeveloper shall also furnish or cause to be furnished to the Agency evidence 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 b cancelled or reduced in coverages or amounts without giving the Agency at least thirty (34) days prior written notice, and that n 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, ve nment e c a Before commencement of construction or development of any buildings and structures upon the Site or the Public Improvements, the Redevel- oper ede el-open 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. - - j 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. 14 w o Lstruction. 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. 5.1 w` . The Redeveloper shall carry' out the construction on the Site and the Public Improvements in conformity with all applicable haws., including all applicable federal and state labor standards. 5.1 ts gf- Agggas. 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 on-st ction hours during the period of construction for the purposes _26- EEN170 7/10/09/9o/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 Responsibilitiesofthe 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 IIEI#) ,, 5. 14 Taxes,- Assess Me-nts, Encumbranges and Lieng. 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 Prp-hib ign Againret Jr.4nsfer- 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 -27- 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 ri 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 ffD-jd-er.----Not Obligated to-,-Construct or CoMplet e 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 Ngtice of Defsjult. to M_oj±qgq@, ]2ef,-!l of jrus:t gr, Othel: SggMri , Right to Cure. it --l-nteLrest Holders*, 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 -29- 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) darts 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 gather conveyance for financ- ing., In the event there is more than one such holder, the right to cure• or remedy a breachordefault 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 possesson, such holder shall seek to obtain possession with diligence and continuity through a receiver r 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 reedy or cure of which cannot be commenced wi.thi. such 90 day period, such holder shall have such additional time as is reasonably necessary to remedy or cure such default of the Redeveloper. -3 - EEH17Q /1 / 9/ 0/ /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 Aggncy to Cu Mortgage, _Dg_q_do_f_._Trust or Otlier, Seggrj:ty Interest j2efgjAj_t. 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 - -31- 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 coasts and disburse- ments. isbursements. 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 Eight of t op th_q S ter Title -Passeg. 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 Blood faith shall contest the validity or amount - 2- EEH1707/10 09/90/ /d thereof, and so long as such delay in payment shall not subject the Site to forfeiture or sale. 5.21 Cgrtifi-cate, I of COMR-1-ell-01n. 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 and by the covenants contained in Sections 6. 1 through 6.4 (inclusive) of this Agreement and the Grant Deed to the -33- 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 i said 30-day period, the Redeveloper shall be deemed entitled to the al 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 -RE-giTRICTIONS. 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") . -35- EEH1707/10/09/90/2/d 6.2 intgnAnce of thg Sito v 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") . Redeveloper covenants and agrees for itself, its successors, its assigns and every successorin interest to the Site or any part thereof, that there shall be no discrimination against or segre- gation of any persona 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 funder 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 o ,_ o The Redeveloper shall refrain from restricting the rental., sale o 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 -36- ERM1707/1 /o9/ fid/2/d, substantially the following nondiscrimination or nonsegregation clauses: I 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, transferringf 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 -37- EEH1707/10/09/90/2/d segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or ven ees in the sand 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 or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sub- lessees or vendees of the land." 6.5 Effe9t. sind QMrati2n of goyenAntg. 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: Deed 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 ars deemed the beneficiaries of the terms and provisions of this Agreement and of the: covenants 35- rrn 707/io/09 90/2 d 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 © this Agreement and covenants may be entitled. 7. DEFAULTS, RKMEDIES, AN_D TMINAIIQN. 7. 1 DggfA]Alts --- Geaneral. 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 -39- BER1707/10/09/90/2/d 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 ( 0) 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 neem necessary to protect, assert or enforce any such rights or remedies. 7*2 LggalAtcans. 7.2. 1 Ingtitutign Qf L9941 Acti2W. 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 ether 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.. -40- ZEx17 7/ 0/09/90/2 d 7.2.2 Applicable Law• The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 7.2.3 ce tan "e of Service of _ P o e-_Sq 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 ExecutiveDirector or Secretary of the Agency, or in such other manner as may be provided by lam. 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 Richts an gmgd'es Are C—umulgtivy, 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 ether rights or remedies for the same default or any other default by the other party. 7.2.5 Dmagg. 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 uponthe defaulting party. If the default is not cured or - 1 ER170 /10/o / o/' /4 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 2g `g P%rfgrMgng2. If the Redeveloper or the Agency defaults under any of the provisions of this Agreement, the ncndefault ng party shall serve written notice of such default upon the defaultingparty. If the default is not commenced to be cured by the defaulting party within thirty (30) days of service of the notice of default, the nondefaulting party, at its option, may institute an action for specific performance of the terms of this Agreement. 7. 3 EgMe e nRights gf. T2rmJnatJgn. 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 T&rmiflation by the RedevelpRgr. (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: Pl.an and the pules Governing Participation and Preferences by Owners, Operators of Businesses and Tenants in the Redlands Downtown Redevelopment Project Area, adopted by the Agency on September 26, 1972 ("Owner Participation _ - EXHi7a7/1 /0 / 0/, /d 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 -43- BER1707/10/09/90/2/d landscaping and improvements as set forth in the .Scope of Develop- ment (Exhibit "D") 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 (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 s 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 -44- 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 "Ell) 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 I'D") on or prior to the date set forth therefor in the schedule of Performance (Exhibit "Ell) , 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 "Ell) , and -45- EEH1707/10/09/90/2/d such breach is not cured within thirty (30) days, after the date of written demand therefor by the Agency. 8. E VISIONS. 8.1 t es ' BartBartill. Formal notices, demands and communications between the Agency and the Redeveloper shall be sufficiently given it 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. .2 Qonflirt of _.Deets. 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 o indirectly interested, 46 EH120/a9/90/2/d 8.3 Ngnligibility of Ags-ogy- Qffigials and Emplgyegr !. 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. .4 EXtgngion- - of TimM-of peKfpjMance 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 -47- ESH1707/10/09/90/2/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. S. 5 1nsR2gt12D Of o e Agency has the right at all reasonable times to inspect the; basks 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 record of the Agency pertaining to the site and the Public Improvements as pertinent to the purposes of this Agreement. 8.6 a s, snd pata. 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. .7 A2prgyaja. Approvals required of the Agency shale not be unreasonably withheld and approval or disapproval shall be given within the times set forth in this Agreement, the Schedule of Performance (Exhibit "E" or, if no ti ATT ENT ICON EXECUTIVE DIRECTOR: THIS I8 A REQUEST FOR AGENCY APPROVAL of THE ATTACHED DOCUMENT. PLEASE REVIEW E XATERM AND APPROVE OR DISAPPROVE IT IN WRITING WITHIN THE TIME ESTABLISHED THEREFOR IN THE DISPOSI- TION AND DEVELOPMENT AGREEMENT SCHEDULE Or PERFORMANCE; FAILURE Or THE AGENCY TO APPROVE OR DISAPPROVE IN A TIMELY MANNER MAY RESULT IN SUCH DOCUMENT SEINdG DEEMED APPROVED. .8 Real state Commigrgiong. 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 dart. ati n an P ever es 0 s Pj2erAtors of pusinegges and Tenants. LgcAtegl in the Project If applicable, the Redeveloper agrees to cooperate with the .Agency in carrying out the Agency's obligations underthe 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. S, fgIAL P.R_QV_ISJON9j. 9.1 Submission of c ens for AR2rgYal. 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- ZE 7o7/a.o o9/90/2/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 rather party or such documents shall be deemed approved. Except where such approval is expressly reserved to the sole discretion of the approvingparty, all approvals required ;hereunder by either 'party shall be reasonable and not unreasonably withheld. 9. 2 of d y ent__ Pursuant to provisions of the Redevelopment Flan 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 Flaw applying to other property in the Project Area shall not require the consent of the Redeveloper. 9.3 gntire Agreement. Waivers and This Agreement` is executed in three (3) duplicate originals each of which is deemed to be an original This Agreement comprises pages through 52, inclusive, and Exhibits "A" through "I, " attached hereto and incorporated herein by reference, which constitute the entire; understanding and agreement of the parties. C9w_ ESH1707 10/o9/9o/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 ot 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 RED DS Dated: By: Chairman Dated: By.* (Signature page continued) 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 -52- EEH1707/10/09/90/2/d W Control Townsito N.B. 815721 21 Tax Ruta Zoo 5 002 t ruART PAW Ic � r Art 114 � e w si x 10-Ow vw4w,#wftwjw f4t r or r Mww IK r.M. 'SSI tld,Of k me EXHIBIT B" LEGAL R�210ff OE L .0 QUOU ILON That certain real property located in the City of Redlands, County of San Bernardino, State ofCalifornia, 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 570 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 .lime of Third Street, a distance of 168. 93 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, fest line of Lot 2 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 1.18 feet to the point of begin- ning. 1380 X :168.9 , 1 less- 128 square feet lying within Stuart Avenue = 23, 180 square feet more or ,less 205 W. Stuart Avenue Redlands, California 92374 The subject property is located in the City of Redlands, approximately i 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 F"IN C C 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 PayMen The Redeveloper shall deliver into Escrow at least two (2) days prior to close thereof the sum of Thirty Eight Thousand Thirty-Six Collars ($38,036.00) , which: sum shall be paid through escrow at closing (the: "Cash Payment") . C. Purchase Honey Notp= and Trust deed. 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 (ltd ) 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 Nate shall be in substantially the same form as that attached hereto as Exhibit "Her. 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" a.1 �,�a':.i= v.t;tnsf11V''I`+.'A EXHIBIT RD" SCOPE OF DEVELOPMI;NT 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 spades, where they exist, shell 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 Redeveloperwill 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 a 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 shell be deemed in conformity with. this Scope of Development. A. RSdgygJoRer,1S_gn-Site Im2rgygagnts. 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) squa r+e feet of gross leasable area for office uses. . 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 Bather ap urte- ISIT "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. Landscaium, Landscaping shall 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. ging. 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. gontrol—s -and best rigtions -_-Miscellaneaggs. The Redeveloper shall not impose any restrictions or controls on the use or operation of the Site or any portion thereof which are inconsistent with the requirements of this Agree- ment. 3. ITE C_LE&BANgE AND PR__ERARATIO EXHIBIT I'D" The Redeveloper shall perform, or cause to be performed, the following work of Site clearance and preparation: A. w � f -� . 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 ether 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. W The Redeveloper shall compact, finish grade and dei such preparation as is necessary for the construction or recon- struction con-struction of the Redeveloper's improvements on the Site. 4. QEE-91TE WL19 -1=QVYEM= WOEZ TQ Al EEMM12 BY--= Rogy=2 The Redeveloper, at its own cast, 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. =Jrd Street RecgngtrUgtj2n.,. Third Street, between Stuart Avenue and the Atchison, Topeka & Santa Fe sight-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 grater and guards and benches which shall be to the Agency standards as found in Phase lI 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. . Stuagt Avenue a Inst t' . 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 futures, 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 he 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. MAINTENANCE AND OREM10 QF IME&QV-EMMS. A. Re ve o 's R2snonsibilitigs. The Redeveloper shall maintain, at its stile costand expense 1. The Redeveloper's improvements on the site. . The surface ,parking area(s) and driveway(s) . 3. All on-site landscaping. H. u 1 R htsaof=ya . The Redeveloper shall be responsible for maintaining the improvements and landscaping in or upon the Public EXHIBIT I'D x:, r,t,,,srrtt5:,yh'Sat? .' ^'ss.'�'� r"ro� s:,fivy fr',;g?' �i.:� "a�L' � .. „a. a, � 'R �.r.,�,ma .m, ��a�.'.�#��. Improvements r including the east side of Third Street, to the face of the curb. C. t. 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,E pt Igg. ) 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 Gaff--site :maintenance as provided in Subsection S.B. , above, to the extent that such mainte- nance is assumed or included in such maintenance dis- trict. EXHIBIT "D" EXHIBIT "E" SCHID UT. U M- F-10MMA-c-V. [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'4 . Act lon Date '.x e c,,i t i an of 4'-_heAqMee= on or before 1 2, laauar;1221 - m ,. ent, bye!fteve2,cRer. fg=. -of Grant Deed. The On or before execution of this Agency and the Redevelop- Agreement by the Agency. er shall agree on the form of the Grant Deed of the Site to be attached hereto as Exhibit F. 3 . A-ccroved , Tj,tle _. 'Excem- On or before execution of this ,ons. 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 Ag;:ee!nent by within 30 days after Item I. Age acv. 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. S. gubmission--lyidenge , of On or before 01 May.L991- Fip-ancin, . The Redevelop- er shall submit to the Agency a f irm commitment or other evidence of fi- nancing or equity capital sufficient for acquisi- tion and development of the Site. EXHIBIT "E" - 1 Within 10 days after execution The Agency shall open escrow Of this Agreement by the; Agen- dor conveyance o the cy. Site to the Redeveloper. 7. ca g_ The Agency shall Prior t insure that the Site is ea= close � escrow. properly zoned for the intended uses . - knee Agency shall l ccc tiThe Within 30 days after the date a3. convey tle. the re to the Site to the Rede- required ,building permit car Rede- veloper. permits from the City has or have been obtained, but in all events on, or before 16 October 1991. . ubns 'p -_ s cone I�raxrincr Within 60 days after execution 4 The Red1. - o of this Agreement by the gen- per shah submit to the cy. Agency and the City Basic' Concept Drawings pursuant to Section 5 . 2 of the Agreement. 10 Arova l-_8as� Cor�ce �- The Agency ?raw nczs. - Within 30 days after Item 9. shall review and approve the Basic Concept Draw- ings. 11.: amiss i c r - - '` �'.zadit�tcs Not later than 90 3afollow- ing � ion t 1,I ,�1 �` d �. the. The Redeveloper approval c� Basic Cone p dept Drawings by the City shall submit the final Planning Commission. grading-, landscaping and construction drawings to the Agency. 12 Wit 13 . Commencement - -Rede - Within 30 days after close of velover'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- erls Improvements. The ment of construction. Redeveloper shall complete construction of the improvements on the Site and the Public Im- provements. EXHIBIT "Ell - 3 EXHIBIT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO Redevelopment Agency of the City of Redlands c/o Daniel E. Olivier, Esq. Attorney for Agency Beset, Best & Krieger 600 E. Tahquitz tray, Ste. C Poet Office Box 2710 Palm Springs, California 92263 MAIL T STATEMENTS TO 329 west State Street P.D. Box 790 Redlands, California 92373 Attn: Johnny W. Moore 92ART-Dm For valuable consEideration, receipt of which is hereby acknowledged, REDEVELOPMENT AGENCY OF THE CITY OF REDLANDs, a public boder, 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 E PARKWEST GROUP, INC. , a California Corporation x EXHIBIT "E" 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-df-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 covenantthat 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 ( ) 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 "F11 an 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 ander 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, creel, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoy- EXHIBIT njoy-E IBIT SwF" k 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 'IF" sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. (b) n 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 referencia to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land herein leased."' (c) In Qgntragta: "There shall be; no discrimina- tion against or segregation of, any person or group of persons on account of rade, 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 ¢ C EXHIBIT "f` � 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. of 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 OF" � E r s and to maintain any acti 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 REB DS Dated: By Executive Director By:Y Secretary The provisions of this Grant Deed are hereby approved and accepted... THE PA EST GROUP, INC. , a Califor nia corporation Dated. By. Its. EXHIBIT "F" ..,....,..:.rte.. �..tc;.':.�� �e-:.S.E_✓.G✓"Ym..c=�:x"�".w�,. «..`1�,2+i"x.,,.. .w. S �. ...`e m.. (ACKNOWLEDGMENTS) i EXHIBIT "F" EXHIBIT " " APPIZOVED TITLE EXCEPTIONS 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 JUDY 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 €3F 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, PAGE 790, OFFICIAL RECORDS. B. AC STATEMENT PURSUANT TO CALIFORNIA UNIFORM CW18A EXECUTED BY DAVID F., AND RET , RETTIG MACHINE I N FAVOR 0 F AMER ICA, NT I' SA OCTOBER 13, 1983 AS INSTRUMENT NO. 83-240 OF OFFICIAL RECORDS FFECT OF THAT CERTAIN WAIVER AND CONSENT BY REAL PROPERTY O = ' AND BETWEEN DA AND MARY B. RETTIG AND DANK OF A "' SA, RECORDED OCTOBER 15, `1984, INSTRUM - 45388 CORDS. (REGARD TO EQUIPMENT AND MACHINES} REFERS BY FADE TO THE RECORD OF SAID DOCUMENT FOR FURTHERR ULARS LIEN FOR TWEUNT HEREIN STATED AND ANY OTHER AMOUNTS DUE, FOR R(3 ER �S EY"IDEM EEII BY A EERT I KATE �IM.Ep MAY THE TAX Co VFUA THE EOM.MNTY HEREINiEM. MM M+1EM� TAXPAYER RE EM�EUEI.(� M�CY YEAR AND kMMM+tT H }. # 198 til AMOUNT COUNTY SAN BERNARD I NO DEB DECEMBER 1, 1989 AS INSTRUMENT NO. 89-4 OF OFFICIAL RECORDS t TICCR TITLE INSURANCE DATE: DECEMBER 21, 1990 REDLANDS REDEVELOPMENT AGENCY CUR tiU4BER 931806 ATTN: ROSE MARIE GONZAI.ES ?.0. BOX 3005 YCGR NI,WF_R 205 W STUART AVE. REDLANDDS, CA 92313 THE ABOVE REFERENCED PRELZiiZ tARY TITLE RUORT DATED AS OF NCVMS R 15, 1990 IS HEREBY AMENDED TO UI LECT THE FOLLOWING CHANGE: ITE`S MMBER 8 IS HEREBY DELETED = TICOR TITLE INSURANCE IMPORTANT '' 'VE' sER 2 1 # When replying refer to Our NO. 3180 REDLANDS REDEVELOPMENT AGENCYY��r 1�'+a,. ATT,: ROSE ARIE ON ALES 205N� STUART AVE. P.O. BOX 300 REDLAIN , GA 92373 THE ABOVE REFERENCED PRELIMINARY TITLE DEPORT DATED NOVEMBER 15, 1990 IS HEREBY AMENDED TO REFLECT THE F LLOWINGIANTGE:: ITEM NO. 6 AND 7 ARE HEREBY ELI IX T'EF THERE ARE NO FURTHER CHAjNGES AT THIS TIME. SR TITLE OFFICER EXHIBIT 'OR" BALLOON PAP= PRO—KI669RY NQU a' 8, 7SI.00 1990 PRINCIPAL AMOUNT California THIS NOTE REQUIRES A BALLOON PAYMENT AT MATURITY FOR VALUE RECZIVZDr THE PARST GROUP, INC., a California corporation, whose address is 329 fest State Street, Redlands, California 92373 ("Borrower") hereby promises to pay to the order of THE REDEVELOPMENT AGENCY of THE CITY OF RED DS; 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-NIGHT THOUSAND, SEVEN HUNDRED FIFTY-ONE DOLLARS ($S ,r 7'51.00) together with interest as set forth below on the unpaid principal amount; from time to time outstanding from the dates hereof, 'plus any costs of suit and attorney's fees incurred by the holder hereof in collecting any amounts due under this Note. INTARRAT This tote shall hear,, and Borrower promises to pay, interest (computed on the basis of a three hundred sixty-five (365) dray 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 (lot) . The principal amount and accrued interest thereon ander this Note ;shall be due and payable as follows* (aEqual monthly installments of interest only in the amount of Seven HundredThirty-Nine> Dollars and 59/100 ($739.59) each shall be paid for sixty (SO) months commencing on the first day of the month following the close of Escrow (the "Commencement Bate") 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 ESH2011/10/12/90 j (b) The outstanding principal balance of the Notre 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 9F--DEPAULT. 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 (1 ) days after written notice is delivered or is mailed to Borrower at the last address of Borrower furnished, to the holder of this Nate 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 SALIN 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 i , 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 Lennder. 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's 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/ Vit/12/9 agreement securing or 'relating to Borrower's obligations hereunder or are hereafter existing at law or in equity, by statute or otherwise. LATE C A Borrower acknowledges that in the event any payment of any amount required hereby is not made when due, the Leader will incur. additional casts and expenses. The: exactamount of these additional casts and expenses (which include, but are not limited to, processing and accounting' charges as well. as lass 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 QNSM ►. 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 Nate and should this Note be placed in the pandas 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 casts and expenses of any such action or proceeding,; whether' or not litigation has commenced. Executed effective the date first above written. THE PARXWNST CROUP# INC. .. a California corporation By. . Its. ZXH2011/10/12/9€3 EXHIBIT ra� tI RECORDING REQUESTED BY l REDLANDS REDEVELOPMENT AGENCY � C/O BEST, BEET & KRIEG R: 600 E. Tahquitz Palm Sprints, CA 92262' AND YYNEN RECORDED MAIL TO s: BEST, BEST & KRIEGER (DEO) X600 E. Tahquitz craya Palm Springs, CA :92262 state L ;j SPADE ADM TFC LINE RM RIE000111MM USE SHORT FORM DEED OF TRUST AM ASSMWENT&RENTS XM 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 addressis PO Box 790 Redlands California 92373 (number and street) (ofty) orate) (zlpl f E INSURANCE COMFANY OF CAUFOFWAA,-a Galrfomea corporation.herein called TRUSTEE,an REDEVELOPMENT AGENCY`OF TETE CITY OF REDLANDS ,herein raged Beneficiary WITNESSETH:That Trustor IRREVOCA8LY GRANTS,TRANSFERS AND ASSIGNS to TRUSTEE IN TRUST,WITH POWER OF SALE,that Propenyin San Bernardino County,California,detscribioias: *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 rants,issues and profits therecif,SUBJECT,HOWEVER,to the not,power and authority given To and confined upon Benefitiarr bYWNYWh 00)of the pr incorporated hereon by reference to pollecland apply euch rents.aistm and FOR THE PURPOSE OF SECUR NG I.Performance of each aWeemorit of Trustor incorporated by rtlaaref...:ence oo"t .2. ::of S R# 1K1Itfl The indebtedrifts ed one pr< aasry note of ewers dais Me#ewn#;and airy or ,in doe stenof axeratted by Instar in fanx of Beneficiary dr order,3:Payment of Such kWktW sums as the their record owtw of said propenyhersagatillay botxtw from Beneficiary when evidenced by another note lot rrosiaY it Is So 8&wred. TO PROTECT THE SECURITY OF THIS DEED OF TRUST TRUSTOR AGREES:By the mocution and peivery. of arts Dead of Trust and the tipea secured hereby.that It)to(14l,induaNS,of thilftaticue deedottrust recorded In Santa ountyandsonomaCountyOcctaboos, 1961,and in al other count"October 23;15161,in the book and at the PEW of Official Records in the oft"xe of the emarly rooerper of the county where said Property is located noted below.opposite the name of ma county,Vit.;. COUNTY ROOK. taAGE. COUNTY som PAGE COUNTY SOOK AkW COUNTY BOOK #%GE ; AlarrAds 425 1sa Klass X62 133 Planar 1196 31d "Stara 29 Us Alia: 1 250 tab 362 39 Pfurnesi ISt 5S"You40 161 AmadOt Me 340 Lamm 171 471 3000 52'3 sakine: 110E :182 such. 9145 1 lca Anealft 112"Is OR 4ml Q 6arAm last an 145 152 Madws $t0 1710 senlAet4ige.. 271 710 Ills: 455 CG+leea 296 all Mann is" no Sea'Bernardino Sea? at Sunar 1572. 297 0Mb*C4epr 3970 47 A46pow 77 292 San PnIncim A332 90 Tehaane 407'.: 00 None Xd 414 Afthiikidna 579 S30 sa"Joacaan 311 rrkvkf is 30 Eta: 599 451 Me4ord 1547 am San U4110�p0 1161 Q 2294 275 Fraena 4W 572 164 551 son mated 44076 43$ llkaevnns 136 47 13400, 422 164 Wang 52 429 Sant awbws 1676 1156 vanums 2061 3" Hurruow 157 527. 2194 am Se Clara 599s 347 `Kato in :245 I114146041 1061 501 its" an 04 swft Caw- 14'27 494 wit= 334 4" I"Yok ul7 am Nevada 306 320 am 599 Kamp 3a21. 60 5" 97.3 S.e.Diem S06"2600 lost.Poo I [which ,identical in as aXMIles.are palmed on:the hereof)hereby ora addptadatld herenand :a oars hetao as fully as Though set Forel herein at :that he wit obsieve am.parfolm and that the raftnincag to orppeft,pbapopra,and In sh"be to rats"TO 1110 WOWN obligations.and Partift sat forth in ties Deed of Truitt: Tria TrustOr:requests that a Copy of any Notice of Default and Of SnY Nouse of Sala honiniriTler be Ma9td to him at hes address heraerabefore set forth STATE OF CALIFORNIA COUNTY OF Signatift df Trupor O`1 THE PARK571EST GROUP, INC. before rne,the undenopried,a Notary Pubic n and for said Stan,, Personally appeared- 4 ayowaa persorgaty to Onn to net to to on the bwassd soligicliore BY 10 be Ina POMM aryl Mouted 9fa«r57ar t as. than By: and 0011POnSiff W1000 to ma ar WOVed to the OM Vida bftM Of satisfactory as be SWMIVY Of 950 CorhaV0011"had axaCIAW The and. actrovoodged It me flat stadf corporeach execaed Ita,within' tvwmatrij- merd pursuard ob tts:by leas or a resolution 01a board of dbvctore WITNESS my t>,"a id official ' Signaturealae for oftiai noterai 9W Tile Otdar No Escrow or Low No. 't92rGasafi�a.ta al#Ctwlaa :. _. - Oil#41 IBIT * m Or M SIT LZOL I CRI ` ION: 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 they south line of said Lot 20, all being in 'Block C- of the Central Townsite Subdivision as shown in Book B of Maps, :pare 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 Loot, thence Borth 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 222 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 28 and its Southerly prolongation and the West line of Lot 21 to a point in the Nast line of Lot 21 lying 14.10 feet North of the. Southwest corner of said Lot 21, thence East a distance of 1:38 flet to the point of in- ning. + SZZE: 1381 X 168.91 $ less 128 square feet lying within Stuart Avenue - 23, 180 square foot more or less. LQH ADDRUS: 205 W. Stuart Avenue Redlands, California 92374 The subject t property is located in the City of Redlands, approximately 4 mil.est north of the central business district area. More specifi- cally the property is situated at -the south- west corner of Stuart Avenu* 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