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HomeMy WebLinkAboutContracts & Agreements_12-1974RDARECORDED AT F�EQIJEST 0. AND MAIL To d FtD�I�AS RECORDED IN OFFICIAL RECORDS ---- APIR 301976 AT 12 30 P.M. -- - tp% t DiuE :� V. DENIMS WARDLE CLERK -RECORDER BERNARDINO COUNTY, CALIF.. IMPLEMENTATION AGREEMENT TO . DISPOSITION AND DEVELOPMENT AGREEMENT THIS AGREEMENT, entered into by and between the REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS ("Agency") and R--J INVESTMENTS, a California corporation ("Developer"), is made with reference to the following facts: A. On or about June 14, 1974, Agency entered into a written Disposition and Development Agreement ("RDA")*with Howard E. Connor for the purpose of effectuating the redevelopment plan for the Redlands Redevelopment Project in the City of Redlands, California. B. Since the time that said agreement was made, events affecting the development of the project contemplated by said DDA have occurred which require the execution of this agreement to recog- nize the occurrence of such events and to properly define the rights and obligations of the Agency and the Developer as affected by such events. N01v4T5 THEREFORE, in consideration of the foregoing; and the mutual covenants and conditions herein contained, IT IS AGREED -as follows: 1. The purpose of this agreement is to implement the DDA entered into by and between Agency and Howard E. Connor on or about -- I- *Said DDA is attached hereto as Attachment 5 June 14, 1974 so as to effectuate the redevelopment plan for the Redlands Redevelopment' Project and to provide for the construction of improvements described .in the DDA. Except as provided herein, said DDA shall remain in full force and effect according to its terms. 2. On or about June 3, 1975, the Agency approved, by duly adopted resolution, the proposed assignment by Howard E. Connor of all of his interest as Developer for the Redlands Redevelopment Project to R--J Investments, a California corporation, whose address is 610 Newport Center Drive, Suite 620, Newport Beach, California 92660.- Subject to the effectuation of such assignment, wherever in said DDA reference is made to the Developer or to Howard E. Connor, the same shall be deemed to mean R-J Investments, a California corporation. 3.- Since the execution of the DDA, the Agency determined that it would be impractical and uneconomical for it to construct the garage and the Developer to construct the retail facilities above it due to the inherent problems associated with having two contractors and two owners involved in what would be essentially a single construction project. Agency and Developer therefore have agreed to modify the provisions of the Attachments to the DDA to properly reflect their respective rights and obligations with respect to the development and construction of the project, and it is hereby -2- agreed that "Attachment No. 1--Site Map", "Attachment No. 2-- Method of Financing", "Attachment No. 3--Schedule of Performance" and "Attachment No. 4--Scope of Development", attached hereto, shall replace and supersede each such respective Attachment to the DDA. 4. Section 209 of the DDA shall be and hereby is amended to read as follows: "Ad valorem taxes and assessments, if any, on the site or any parcel, and taxes upon this agreement or any rights there- under, levied, assessed or imposed for any period commencing prior to conveyance of title to all of the property to be conveyed to the Developer shall be borne by the Agency. All ad valorem taxes and assessments of any kind or nature upon, imputed by virtue of, or measured by the value of any property in the area south of Redlands Boulevard, except tho Eeallocable to the retail buildings and the enclosed mall constructed by the Developer (not including the park- ing structure) and the sidewalk and planter areas surrounding said retail buildings, shall be borne by the Agency, and if and to the extent that any such taxes are assessed to or required to be paid by the Developer, or any other occupant of the retail buildings, the Agency agrees that it will reimburse the same to the Developer or such other occupant who has paid the same." 5. Section 314 of the DDA shall be and hereby is amended by adding at the beginning thereof the following words: "Subject to the provisions of Section 209, -3- 6. Section 509 of the DDA shall be and hereby is amended by deleting therefrom the words, "prior to conveyance". 7. Section 51.0 of the DDA shall be and hereby is amended by adding thereto a subparagraph l(d) reading as follows: "or; (d) the Agency, or the City of Redlands, or any other entity having jurisdiction, fails or refuses to grant to the Developer a construction permit or other certificate authorizing and approving Developer's final construction plans and specifica- tions for the parking structure to be constructed by Developer as hereinafter provided, or fails or refuses to issue to Developer a Certificate of Completion as provided in Section 323 upon completion of said parking structure in accordance with such approved final plans and specifications and construction permit." 8. Section 701 of the DDA shall be and hereby is amended to read as follows: "To comply with the DDA as initially executed, Developer has borrowed the sum of $385,000.00 with which to purchase a portion of the land to be conveyed to it under the terms of the DDA and has paid to Agency the sum of $296,D85.24 as a portion of said purchase price. Inasmuch as Agency has determined that its best; interests �.i would be served if the construction of the project were financed in accordance with the method of financing described in "Attachment No. 2 Method of Financing" attached to this agreement, and because under the method of financing proposed therein no such purchase price is or 4— � 7 -�r�1'03. would have been required to be advanced by the Developer, Agency agrees that promptly following the execution of this agreement it will refund to the Developer the sum so paid, together with such amount of interest as may be due upon said sum of $385,000.00 4 by the Developer to The Sank of California, and will cause the release to the Developer of the balance of funds now held in escrow." 9. Section 702 of the DDA shall be and hereby is amended to read as follows: "If this agreement shall be terminated by Developer in accordance with Section 5103, or by Agency in accordance with Section 511, Agency agrees forthwith upon such termination to repurchase from Developer the property theretofore conveyed to it. The repurchase price shall be: "l. In the case of termination under Section 510, all out--of--pocket costs expended or incurred by Developer associated with the project and its development, including but not limited to unreimbursed land costs, costs of labor and materials for construc— tion, loan costs and interest, fees to contractors and architects and closing and title costs, up to the date of termination. Upon payment of the sum so determined, Developer shall reconvey to Agency all right, title and itterest which it may have in the site. "2. In the case of termination under Section 511, all amounts paid by Developer to Agency for acquisition of land which have not been refunded to Developer, together with the amounts �i 5- BGC,8917 AA2 actually expended or incurred by Developer up to the date of termination for labor and materials furnished to the site. Upon payment of the sum so determined, Developer shall reconvey to Agency all right, title and interest which it may have in the site and agrees, to the extent that it may do so, to assign to the Agency its rights under any construction contract or loan agreement which may then be in existence with respect to the project." 10. Section 703 of the DDA shall be and hereby is amended by deleting the last sentence thereof - 11. Section 304 shall be and is added to read as follows: "Section 304 Agency Plans Agency shall prepare and submit to Developer within the time as set forth in Attachment No. 3, basic concept drawings for work to be performed by Agency in accordance with this agree- ment as set forth in Attachment No. 4, which basic concept drawings shall be subject to reasonable approval by Developer." IN WITNESS WHEREOF, the Agency and the Developer have executed this agreement as of the 29th day of July, 1975. REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS By lVairman ByA0=7 (. Deput Secretary ` fF; By_ Xcting_,E ec tive Dire ar Approved as to form: R-J IV T '"Jone.��,, 8� By �strEdward F. Taylor R hhard D. sident City Attorney = 0i STATE OF CALIFORNIA ) ) ss. COUNTY OF SAN BERNARDINO ) On July 29, 1975, before me, the undersigned, a Notary Public in and for said State, personally appeared JACK B. CUMMINGS, known to me to be the Chairman; ALICE G. WALLS, known to me to be the Deputy Secretary; and R. P. MERRITT, known to me to be the Acting Executive Director, of the REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, the public body that executed the within instrument, known to me to be the persons who executed the within instrument on behalf of said public body therein named, and acknowledged to me that such public body executed the within instrument. 14"1C1AI SJ41 SAN RERNAMNO MXTV My Comm€ss€on expires March 12, IM and official seal. N y Public u ,� STATE OF CALIFORNIA ) ss. COUNTY OF SAN BERNARDINO On July 29, 1975, before me, the undersigned, a Notary Public in and for said State, personally appeared RICHARD D. JONES, known to me to be the President of R-J INVESTMENTS, the corporation that executed the within instrument and known to me to be the person who executed the within instrument on behalf of the corporation, therein named, and acknowledged to me that such corporation executed the same. WITNESS my hand and official seal. .Y 10"OVAL 3C)W J IIN A. S`V ANSON N Y Public �. Ili TF sY PUBLIC , CALIFORNIA SAN RERNA€ r)irt t COUNTY MY Comm€ssion Expires March 12, 1979 w w r a w w z W RE©LANDS BOULEVARD i / CITRUS /k ATTACHMENT NO. 1 0 50 i00 200 SITE MAP w w r— w 0 z a a a AVENUE IW LAND TO BE CONVEYED TO DEVELOPER F BDCJV A YJ2,a5 t ATTACIDIENT No. 2 METHOD OF F1NT-.NC1VG In the United States in general, and California in particular, almost without exception shopping centers have been constructed where land prices are lov or t'he land had t�e^n purchased m ny years earlier at'lourer prices and the landowner becarnes the de-- velopar or is involved with the developer. Generally,.( shopping centers have :.een built in the su'hurbs. Older areas have been unable to obtain modern shopping facilities with adequate size major department stores and modern air conditioned malls. To remedy this imbalance, many cities have attempted to support, assist, or rejuvenate older, obsolescent, shopping centers once considered regional in nature. The most comt-.ion method has been to supply public parking in or near existing retail commercial areas. The unavailability of land and supporting, facilities at a price co-m-mensurate t-:ith the development of a ._ia jor regional shopping center has resulted in the absence of adequate modern facilities in the trade area in and around the City of Redlands. This City and its Redevelop.-.ent r.gency. have adopted the Redevelop- ment Plan for the Rsdevelop:n2nt Project and is now proceding to carry out the Project by authorizing DeVe?oDers to establish shopping canters in a manner- compatible t:ith development pn adjacent parcels. Some cities :-lave expended vast public funds to provide publicly --owned pedestrian malls, both open air and enclosed with air conditioning. Other cities have encouraged the development of major regional shopping centers by providing and paying nor public improvemmants, utilities -and facilities, such as curbs, gutters, sanitary sewers, streets, street lights, water, storm drains, etc., which usually would be paid for by the developer. In others, the cost of land has been reduced through redevelop- ment, to a price a. developer can afford to pay. Y Such assistance is not for the purpose of subsidizing the developer, but :�erel�� to provid-a the econcmic- an financial basis whereby the developer pays ohat he reasonably can be expected to pay. A hell. --planned and financially scurd shcping center `provides retail, c:n._ _c_al, rcc_eu l a;:.i c .. ri�..♦ :�.. _ ___ basic to a -balance d co. imunity-. It prc: uces substantial sales taxes,- aa_creciation o`. assessed Lalua -ions ect to property t'a--e_'s; and J_:-- r?`_us to t.1-i,2 ecv:'1_^.::'_c .'call ,-_-i g ane orccr?ss `J} c-'.'.�)"cc.it c�Y^�� i n%d "`ncra l,.-c-ne_! is an< —L. � (eves h s rvlCr� anal :cl`wre o_ t.hv a:, a ::h_o1e s As initially contemplated, the Redlands Redevelopment Project was to be financed by the sale and issuance by the Agency of parking lease revenue bonds and tax allocation bonds, the proceeds of which would be used to acquire and clear the site and to construct surface parking and a parking garage beneath a portion of the Developer's improvements. The Developer was to purchase Land and air rights from the Agency, upon which it would construct the retail buildings. On or about July 1, 1974, the Agency sold approximately 18,_712 square feet of land and 55,434 square feet of air rights to the Developer to effectuate the original method of financing. Subsequently, the Agency determined that it would be impractical and uneconomical for it to construct the garage and the Developer to construct the retail facilities above it due to the inherent problems associated with having two contractors and two owners involved in what would be essentially a single construction project. Therefore, the Agency and the Developer have agreed that the project will be financed as set forth herein: Within the time set forth in "Attachment No. 3--Schedule of Performance", the Agency will convey to the Developer the balance of the land shown on "Attachment No. 1---Site Map", which is to be owned by the Developer, which conveyance, when completed, will result in ownership by the Developer of approximately 210,000 square feet of. land south of Redlands Boulevard and approximately 81,907 square feet of land north of Redlands Boulevard. The Developer thereupon, within the time set forth in "Attachment No. 3--Schedule of Performance", shall commence and complete construction of a parking garage containing approximately 296 spaces, in accordance with plans and specifications heretofore prepared for the Agency as approved by the Developer, and the retail buildings to be located above and adjacent to said parking structure. The land north of Redlands Boulevard shall be developed in accordance with plans mutually agreed upon by Agency and Developer.. With respect to the land north of Redlands Boulevard, Agency shall be responsible for constructing, at its expense, all offsite improvements and all on site surface parking improve-- melts, and Developer shall be responsible for constructing, at its expense, the commercial buildings. The Agency, at its sole expense, will demolish or cause the demoli- tion of all buildings and other improvements located upon the site, or any portion thereof, and will construct or cause to be constructed all other improvements than those specifically provided to be constructed by the Developer on and off the site necessary to support and operate a shopping center consisting of approximately 172,000 square feet of retail space and approximately 22,000 square feet of enclosed mall in the area south of Redlands Boulevard, including, but not limited to, the following: 1. All demolition, site clearance, site preparation and grading; and -2- W- 89V 2. Construction of all surface parking facilities, including adequate parking for not less than 619 automobiles, and other common areas exterior of building and service areas to be constructed by the Developer, including paving, lighting, striping and landscaping of the parking areas, construction of all roads, curbs, gutters, sidewalks, sewers, utilities, amenities, landscaping and other structures or improvements beyond said building lines. Inasmuch as the initial method of financing the project has been modified, Agency agrees that it will refund to the Developer all amounts heretofore paid to it by the Developer for the acquisition of land, together with interest payable by the Developer to the Bank of California, Seattle, Washington, on funds borrowed by the Developer to comply with the initial, method of financing, and to cause the release of any further funds held in escrow to consummate the purchases. initially contemplated by this agreement. Such payment shall be made promptly following the execution of this agreement. Since the costs of the project to the Agency have been projected to be paid completely out of the estimated tax increment and increased sales tax revenue which will be generated by the project, the Agency agrees that all ad valorem taxes and assessments of any kind or nature upon, imputed by virtue of, or measured by the value of any property in the area south of Redlands Boulevard, except those allocable to the retail buildings and the enclosed mall constructed by the Developer (not including the parking structure) and the sidewalk and planter areas surrounding said retail buildings, shall be borne by the Agency, and if and to the extent that any such taxes are assessed to or required to be paid by the Developer, or any other occupant of the retail buildings, the Agency agrees that it will reimburse the same to the Developer or such other occupant who has paid the same. Agency further agrees that all reasonable costs of repairing, maintaining and operating the parking structure shall be borne by it and that all such costs, to the extent paid by the Developer or any other occupant of the shopping center, shall promptly be reimbursed to the Developer or such other occupant paying the same. It is anticipated that the Agency and the Developer will enter into a separate agreement providing for the maintenance, operation, and management of the parking and other common areas within the site, excluding the enclosed mall, as well as such easements as may be necessary to implement and effectuate this agreement and the redevelopment plan, and such agreement, when duly made and executed by the Agency and the Developer, shall be deemed a part of this agreement. -3- ATTACHMENT NO. 3 SCHEDULE OF PERFORMANCE EVENT Agency Acquisition of Land (First Phase). Agency shall have com- pleted acquisition of all property to be conveyed to Developer and such additional property as may be reasonably necessary to enable Developer to commence and continue construction on the site. Relocation (First Phase). Agency shall have completed the relocation of all occupants of buildings within the property areas described above. Demolition and Site Preparation. Agency shall have demolished all buildings within the property areas described above and shall have com- menced and completed all excavation, backfill, grading and other site preparation work necessary to enable Developer to commence construction. Opening of Escrow. Agency and Developer shall open an escrow to facilitate the conveyance of prop- erty to Developer. Conveyance of Title to Develo er. Agency shall convey to Developer the balance of all property to be owned by Developer under this agreement. Execution of Easement and Mana ement A reement. Agency and Developer shall execute the agree- ment described in Section 703. Submission of Basic Concept Drawings. Developer and Agency shall submit to each other Basic Concept Drawings for development of the site. A22roval of Basic Concept Drawings. Developer and Agency shall have approved or disapproved the Basic Concept Drawings of the other. TIME FOR PERFORMANCE On or before August 31, 1975. On or before August 31, 1975. On or before November 15, 1975- At least 30 days date that Agency said property. prior to the is to convey On or before November 15, 1975. On or before November 15, 1975. Completed prior to execution of this Implementation Agreement. Completed prior to execution of this Implementation Agreement. we 8317 ►'--1239 EVENT Commencement of Construction b Develo er. Developer shall commence construction of its improvements. Agency Acquisition of Land and Relocation Second Phase . Agency shall have completed acquisition of the balance of the property subject to this agreement and shall have completed the relocation of all occupants of buildings within said areas. Commencement of Construction b A enc . Agency shall commence con- struction of its improvements on and off the site. Completion of Construction by Developer. Developer shall complete construction of the parking structure and the retail buildings and enclosed mall. Completion of Construction b Agency. Agency shall complete construction Of its improvements. TIME FOR PERFORMANCE Within 30 days after conveyance to it of title as provided herein and execution of the Easement and Management Agreement. On or before June 1, 1976. On a schedule which will coori- nate with Developers needs for construction of its improvements, provided that Agency will com- mence construction of the surface parking areas not later than June 1, 1976. On or before October 1, 1976. On or before September 1, 1976. The times for performance as set forth above may be waived, in writing, by either Agency or Developer, as may be appropriate, or may be modified by mutual agreement of Agency and Developer. - 2 --- ATTACHXENT NO. 4 SCOPE OF DEVELOPMENT (PRIVATE AND PUBLIC) The Site shall be designed and developed a$ an integrated complex iri which the buildings will ha%,e architectural excellence individually as well as in their identity as a complex. The spaces between buildings shall be designed, landscaped and developed to the same excellence. All development shall be consistent with the Redevelopment Plan, The Agency will use architects and engineers designated by the Developer to ensure continuity and coordination. The Agency agrees that in the area bounded by Orange Street on the East, Citrus avenue on the South, including the half block south of Citrus Avenue between Fourth Street and Eureka Street, Eureka Street on the West, and Redlands Boulevard on the North, the maxi,-num height of all buildings to be constructed shall not exceed 40 feet above the adjacent grade, measured from the top of the curb. The Agency shah include said height limitation in all agreements entered into for the development of land in said described area. - r.r Developer's Parcels The Developer shall construct, within the project site as shown on "Attachment No. 1---Site Pap", retail buildings containing approx- imately 194,000 square feet and a parking garage providing parking for approximately 296 automobiles beneath a portion of said retail buildings. The retail, buildings shall include a department store of approximately 60,000 square feet, a supermarket of approximately 25,000 Square feet, a landscaped, air--conditioiled mall of approximately accY8J17 22,000 square feet, and stores for commercial -retail facilities and services of approximately 86,000 square feet of which 12,000 square feet will be located in a building not attached to the enclosed mall. Buildings constructed by the Developer may be constructed to a height of 40 feet and shall cover approximately 194,000 square feet of land within the site. Easements The Agency and the Developer shall grant and permit all necessary and appropriate easements and rights for the,developr;ent of each Parcel including but not limited to easea<<ents and rights - Of vehicular access, pedestrian access, parking, sanitary sewers, storm drains, water, electrical power, telephone, natural gas, etc. Architecture and Design The Developer shall construct buildings on each Parcel of high architectural quality with landscap ed areas_ -he structures rr.ust be effective) and estheti.callt, c:esigneu. 'T' , y 1 , -:-ie si�aoe, sca_e Of volume, exterior design, and exterior finish of, each building trust be consonant with, visually related to, physically relatecz tc, and an e.nhance,-_ent to each other and tc adjacent buildings within the Project area. The Developer's plans ar_d nrcp-csals su!_nj ttec to the f,gen4y for approval siEall dEscr2hc in reas_n able �ietai 1 t-e architecutral character fur t e Site. Rcofs All roofs sti.all be des1g:-,ed as i- t' Ce vie-_"C�3. T'.1cre be a minimum of cxposcd plumbing or r, echanical cquip.7.ent on the roof except in such cases where the e:,:pnsed parts contribute materially to the theme and design o£- 1:he buildings. -2- Landscaping Landscaping as provided by the Agency, shall embellish all open spaces upon the Site (including setback areas) to integrate this development with -adjacent sites within the Project area. Landscaping includes such materials as paving, trees, shrutp, and other plant materials, landscape containers, plaza furniture, top soil, soil preparation, automatic irrigation, landscape and pedestrain lighting and ;,.rater eler,�ents . Landscaping shall carry out the objectives and principles of the Agency's desire to accomplish an esthetically superior environment. 'Signs The size, color, lighting, location, etc. of all signs are of special concern to the Agency and must conform to ordinances of the City. Controls and Restrictions - Miscellaneous Controls and restrictions consistent with this Agreement including but not limited to maximum land coverage, minimum and maximum heights of buildings and minimum loading facilities shall be mutually agreed upon by the Agency and the Developer prior to G conveyance of title. - PRIVATE FACILITIES AND IMPROVE14ENTS The Developer agrees to develop and construct or to cause the development and construction of a retail shopping center containing the folloiii.ng: - 3- A. No less than one major department store and one food center. B. The mall and the mall shops. C. The other restaurants, financial institutions and other improvements customary for a shopping center. D. A parking garage providing adequate parking for approximately 296 automobiles to be located beneath the department store and a portion of the mall and mall shops. E. All other construction and improvements which Developer is required to provide by any provision of this agreement. PUBLIC DEVELOPMENT, IMPROVEMENT, FACILITIES, UTILI- TIES, DEMOLITION, SITE CLEARAIICE, AND SITE PREPARATION The Agency agrees to provide or to cause to be provided on or for the site, the developments, improvements, facilities, utilities, demolition, site clearance and site preparation as follows: I. Demolition Site Clearance and Site Pre aration A. Demolition and removal of all existing on -site buildings, pavements, walks, curbs, gutters, sewers and other improvements, including under- ground and aboveground utilities. B. Rough grading, with fill material as may be required, properly compacted. -4- I2. Proiect and Site Improvement A. Shopping_ Center Site 1. Sanitary Sewers: A sanitary sewage collection system adequate to serve the new buildings to the site. 2. Storm Drains: A collection system will be constructed to adequately dispose of storm water from the new buildings and the parking area. 3. Water Supply: Connections to existing water mains of the City of Redlands will be made to the site to serve the new buildings_ 4. Electrical: The certificated utility comrany will provide sources of energy through a conduit system. 5. Telephones: The new facilities will be serviced from an adequate system constructed between existing facilities and the new buildings. 6. Signals: Traffic signals will be provided as determined and directed by the Public Works Director of the sity of Redlands_ 7. Sidewalks Curbs and Gutters and Driveways: Sidewalks, curbs, and necessary driveways to the public streets, including sidewalks and curbs surrounding the retail buildings. _6_ Boc►S91 AV_.$ ` 8. Street Lights: This item includes street lights adjacent to the project area in the numbers and spacing as determined by the Public works Director of the city of Redlands. 9. Landscaping and S rinklers: All parking and other common areas will be landscaped with appropriate planting including a trellis structure within the sidewalk areas. ld. Parking Lot Lights: The lights necessary to illuminate the exterior parking lot. 11. Asphalt Concretc Paving: Paving of the parking area with asphalt concrete including a crushed rock base or such substitute as may be shown on plans approved by Agency and Developer. 12. Parking Lot Striping Striping of all parking stalls, road centerlines, directional arrows, pedestrian walkways and other traffic markings and installation of parking bumpers. B. All other items required, necessary or appropriate for development of the site, except those which Developer has.3 expressly agreed to construct, install or develop. W- ATTACHMENT NO. 5- CITY OF REDLANDS, CALIFORNIA mm I June 1974 ace? 8917 .'y ' -.1247 TABLE OF CONTENTS PACE I. [§ 1001 SUBjECT OF AGREEMENT -------_---__-_,-_----------- � A. [5 1013 Purpose of the Agreement ---------------- I 102 J The Redevelo:,-, ,ent Plan ------------------- I C. [G 1031 The Project Area ________________________ 1 D. [s 104 ] The Site -------------------------------- -----------..--_--___-_____ 2 E. Is 11.051 Parties to the Agreement ________________ 2 1. I g 10 6 ] The Agency------------------------- 2 2. [§ 1071 The Developer ----------------------- 2 200] DISPOSIT10ti' OF,THE SITE ---------------------- 3 A. I§ 2011 Sale and Purchase ----------------------- 3 B. [§ 202 ] Escrow ---------------------------------•--- 3 C. I§ 2031 Conveyance of Title and Delivery of Possession --------------------------- 7 D. I§ 204) Forms of Deed and Assignment of Lease or Sublease ----------------------- 7 E. Ig 205; Condition of Title ---------------____---__ 7 F. [§ 206J Time for and Place oZZ Delivery of Oki Deeds and Lease Assignment or Sublease --- 8 G. [g 2071 Payment of the Purchase Price, Other Corsideraticn, or Proof of Ot,,er Con_ sideration and Recorcation of Deed ------- 8 H. [5 2031 Title insurance ------------------------- I • I§ 209 ) Taxes and. Assessments ------------------- 9 J. [§ 210) Occupants of the Site -------------------- g K• [§ 211] Zoning of r.he Site ---------------------- L. [5 2121 Condition of the Site ------------------- 9 PACE M. j§ 2131 Preliminary Work by the Developer ------- 10 TTI. j§ 3001 DEVELOriMZNT OF THE SITE ----------------------- 10 A. [9 3011 Development of the Site by the Developer --------------------------- 10 1. [§.302] Scope of Development --------------- 10 2. [§ 3031 Basic Conceot Drawings ------------- 10 3. [S 304] Omitted 4. [§ 305] Agency Approval of Pla.1s, Drawings, and Related Docuxments------------------ 11 5. {§ 3061 Cost of Construction --------------- 12 6. [§ 307] Schedule of Performance -------------- 12 7. [§ 3081 Bodily Injury and Property Damage Insurance -------------------- 12 8. [§ 3091 City and Other Governmental Agency Permits --------------------- 12 9. j§ 3103 Rights of Access ------------------- 13 10. [§ 3111 Local, State and Federal Laws ------ 13 11. [§ 3121 Antidiscri �i.nati.o n During Cons tructi.on----------------------- 13 B. [§ 3131 Responsibilities of the Agency ---------= 13 C . [ 3141 .axes, Assessments, Encumbrances and Liens ------------------------------- 13 D. [5 3153 .-O:3}..^..Li t• :,C:, Aga:.- .St Transfer of Site, t :e Buzlcings or 5t;"Ct-lres and Assignment of Acreement------------w- 14 E. j§ 31-61 Security ri. anci.-c; Right of olders ---- 15 1. [§ 3171 No Lncunb ances Excee" �'ortcaces, Deeds o4 � ,:s t , Sales and Leases - Back or Oter Financing -':Cr Deve1©w.:er.�------------------------- 15 boo-r.89V-A,_-.4 49 PACE 2. [§ 3181, Holder Not Obligated to Construct Imn.—ovements------------- 15 3. [§ 3193 Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders; Right to Cure ---- 16 4. [§ 3203 Failure of Holder to Complete r Improvements ----------------------- 16 ' 5. [§ 3211 Right of Agency to Cure Mortgage, Deed of Trust or Other Security Interest Default -------------------- 17 F. [§ 322] Right of the Agency to Satisfy Other Liens on the Property After Title Passes ----------------------------------- 1.8 G. [§ 323] Certificate of Completion ---------------- 18 IV. [§ 400] USE OF THE SITE -------------------------------- 19 A. [ § 4 01 ] Uses -----------------------------------_--- 19 B. [§ 4021 Obligation to Refrain From Discrimination ------------------------------- 19 C. [§ 403] Form of Nondiscrimination and ivonsegregaLion Clauses ------------------ 20 D. [§ 4043 Effect and Duration of Covenants ---------- 21 E. (§ 4051 Rights of Access -- Public Improvements and Facilities ------------- -------------- 21 V. [§ 5001 DEFAULTS, RE:iEDIES AN r NA-_ J1C:1«------�---�----- D �T E R:II 21 A. [5 5011 Defaults - General ---------------------- 21 •% B. 15 5021 Legal Actions --------------------------- 22 1. [§ 5033 Institution of Legal Actions ------- 22 2. [§ 50413 Applicable Lana --------------------- 22 3. [§ 505] Acceptance of Service of Process --- 22 C. [5 5061 Rights and Fe:-�edies are Cumulative ------ 23 D. [§ 5071 Damages --------------------------------- 23 PATE E. [§ 5091 Specific Performance --------------------- 23 F. (§ 5091 Remedies and Rights of Termination Prior to Conveyance -- 23 Z.§ 510) Termination by Developer ------------ 23 2. [§ 511) Termination by Agency --------------- 24 G. [ 5121 Option to Repurchase, Reenter and Repossess ---------------------------------- 25 H. f§ 5131 Right of Reverter ------------------------ 26 VI. [§ 6001 GENERAL PROVISIONS------_----w---- -- 28 A. [§ 601] Notices, Demands and Communications Between the Parties ---------------------- 28 B. (§ 6021 Conflict of interests -------------------- 28 C. (§ 603) Nonliability of Agency Officials and Emplovees----------------------------- 29 D. [§ 6041 Enforced Delay: Extension of Times of Performance --------------------------- 29 E. [§ 6051 Inspection of Books and Records ---------- 29 F. [§ 6061 Plans and Data ---------------------------- 29 G. [§ 6071 Approval by Agency ----------------------- 30 VII. [§ 7001 SPECIAL PROVISIONS ____________________________ 30 A. [§ 701) Developer's Deposit ----------------------- 30 B. [j 7021 Repurchase by Agency of Conveyed Parcels --- 32 Construction, Oper- C. i§ 7033 ating and Easement Agreements ------------ 22 D. § i 04 ) Agency ------------------------- e:�cy ;aanc Issue 33 E. (§ 7051 Su:missicn of Cocu7e nos to the Agency ro= Approval ---------------------- 33 F. [§ 706 ) Preferc.nces for Retail and Cc7 arci al Businesses :,,cated in the Pro;ec: ;krea --- 33 - iv - VIII. Soo] IX. Es 9 001 ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS ---- 34 TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY --* 34 ATTACHXENTS Attachment No. 1 Site Map Attachment No. 2 Method of Financing Attachment No. 3 Schedule of Performance Attachment No. 4 Scope of Development 0 N ;w A25 DISPOSITION AND DEVELOPMENT AGREEMENT Redlands Mall THIS AGREEMENT is entered into by and between the REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS ("Agency") and H019ARD E. CONNER, his nominee, successors in interest, agent, or representative ("Developer"). The Agency and the Developer agree as follows: 1. j§ 1001 SUBJECT OF AGREEMENT A. [§ 101I Purpose of the Agreement The purpose of this Agreement is to effectuate the Redevel- opment Plan (the "Redevelopment Plan"), for the Redlands Redevel- opment Project, (the "Project"), by providing for the disposition and development of the Shopping Center Site and certain adjacent Parcels (the "Site"). The development of the Site pursuant to this Agreement, and the fulfillment generally of the Agreement, are in the vital and best interests of the City and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of applicable federal, state and local laws and requirements. B. j§ 1021 The Rcdcve lop-ment- Plaa This Agreement is subject to the provisions of the Redevel- opment Plan which was approved and adopted on September 26, 1972, by the City Council of the City of Redlands by Ordinance No. 1500. The Redevelopment Plan is incorporated herein by reference and made a part hereof as though fully set forth herein. Any amendments to the Redevelopment Plan which change the uses or development permitted on the Site or otherwise change the restrictions or controls that apply to the Site shall require ~ the written consent of the Developer. Amendments to the Redevel- opment Plan applying to other property in the Project area shall not require the consent of the Developer as to properties located outside the Redlands Mall. C. [§ 1031 The Project Area The "Project Area" is located in the City of Redlands, with boundaries generally as follows: Orange Street on the east, Citrus Avenue on the South, including the half block south of Citrus Avenue between Fourth Street and Eureka Street, Eureka Street on the west, and Redlands Boulevard on the north, said area embraces approximately 12.5 acres. Bn 89V ?a,-5- The exact boundaries of the project area are specifically described in the Redevelopment Plan. D. [5 1041 The Site The "Site" is that portion of the Project area shown on the "Site Pap" which is incorporated herein and attached to this Agree- ment as Attachment No. 1. Said Site shall be known as "Redlands Mall." Portions of the Site are conveyed by the Agency to the Developer in fee, and the Agency shall retain the fee in the balance, subject to a lease to the City of Redlands and an Operating Agreement to be entered into between the City and the Developer. Prior to the conveyance of all of the Parcels and by mutual agreement of the Agency and the Developer, the boundaries of any of the Parcels may be changed or the Site may be divided into more or less parcels. Wherever used herein the term "Parcel" shall mean and include any one of such parcels and the terms "Site" and "Parcels" shall mean and include all of such parcels. E. [§ 105] Parties to the Agreement 1. [9106] The Agency The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California. The principal office of the Agency is located at City Hall, Vine and Cajon Streets, Redlands, California 92373. "Agency" as used in this Agreement includes the Redevelopment Agency of the City of Redlands, Redlands, California, and any assignee of or successor to its rights, powers and responsibilities. 2. [§ 1071 The Developer The Developer is `rloward E. Conner, his nominees, successors in interest, agent or representatives. -2- nc�89V FmH4254 The principal office of the Developer shall be: 1100 University Street Seattle, Washington 98101 Notwithstanding any other provisions hereof, the Developer reserves the right at his discretion to join and associate with other entities in joint ventures, partnerships or otherwise for the purpose of acquiring and developing all or part of the site, pro- vided that at all times he will remain fully responsible to the Agency as provided in this Agreement. Wherever the term "Developer" is used herein, such term shall include any permitted nominee or assignee as herein provided. II. [§ 2001 DISPOSTION OF THE SITE A. [§ 2011 Sale and Purchase In accordance with and subject to all the terms, covenants and conditions of this Agreement, the Agency agrees to sell to the Developer certain Parcels within the site, and the Developer agrees to purchase and lease and develop said Parcels within the times, for the consideration, and subject to the terms, conditions and provisions all as hereinafter provided. The purclzse of the site shall be upon the terms and for the consideration set forth in the "Method of Financing" incorporated herein and attached hereto as Attachment No. 2. B. . [§ 2021 Escrow The Agency agrees to open an escrow or escrows with First American Title Company of San Bernardino, San Bernardino, California, or any other escrow agent approved vy the Agency and the Developer, as escrow agent, in the County of San Bernardino, California at any time Agency desires but in any event within 30 days after receipt by the Agency of a written -request from the Developer. This Agreeeent constitutes the joint escrow instructions of the Agency and the Developer, and a duplicate original of this Agreement shall be delivered ­11 -3- to the Escrow Agent upon the opening of escrow. The Agency and the Developer shall provide such additional escrow instructions as shall be necessary and consistent with this Agreement. The Escrow Agent hereby is empowered to act under this Agreement and upon indicating its acceptance of the provisions of this Section 202 in writing, delivered to the Agency and to the De- veloper within 5 days after the opening of the escrow, shall carry out its duties as escrow agent hereunder. Upon delivery of a deed to the Escrow Agent by the Agency pursuant to Section, 206 of this Agreement, the Escrow Agent shall record such deed when title can be vested in the Develop- er in accordance with the terms and provisions of this Agreement. The Escrow Agent shall buy, affix and cancel any transfer stamps required by applicable law, and pay any transfer tax required by law. Any insurance policies governing the Site or any Parcels are not to be transferred. The Developer shall pay in escrow to the Escrow Agent the following fees, charges and costs promptly after the Escrow Agent has notified the Developer 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. One-half of the escrow fee; 2. The portion of the premium for the title in- surance policy to be paid by the Developer as set forth in Section 208 of this Agreement; 3. Any State, County, or City Documentary Stamps; 4. Any Transfer Tax. The Developer shall also deposit the Purchase Price, other consideration, or proof of other consideration as the case may be for each Parcel with the Escrow Agent in accordance with the pro- visions of Section 207 of this Agreement. The Agency shall pay in escrow to the Escrow Agent, the following fees, charges, and costs promptly after the Escrow Agent has notified the Agency of the amount of such fees, char- ges and costs, but not earlier than ten (10) days prior to the scheduled date for closing any escrow: 1. Costs necessary to place the title in the condition for conveyance required by the pro- visions of this Agreement; 2. One --half of the escrow fee; no7-8917 �,AFA56 3. Cost of drawing the deed; 4. Recording fees; 5. Notary fees; 5. The portion of the premium for the title in- surance policy to be paid by the Agency as set forth in Section 208 of this Agreement; 7. Ad valorem taxes, if any, upon the Site or any Parcel for any time prior to conveyance of title. The Agency shall timely and properly execute, acknowledge and deliver a deed in substantially the form established in Section 204 of this Agreement, conveying to the Developer title to each Parcel in accordance with the requirements of Section 204 of this Agreement, together with an estoppel certificate cer- tifying that the Developer has completed all acts (except deposit of the Purchase Price, other consideration, or proof of other con- sideration as the case may be), necessary to entitle the Developer to such conveyance, if such be the fact. The Escrow Agent is authorized to: 1. Pay, and charge the Agency and the Developer respectively, for any fees, charges and costs payable under this Section 202 of this Agree- ment. Before such payments are made, the Escrow Agent shall notify the Agency and the Developer of the fees, charges and costs neces- sary to clear title and close the escrow. 2. Disburse funds and deliver the deed, lease assignment or sublease as the case may be, and other documents to the parties entitled thereto when the conditions of this escrow have been fulfilled by the Agency and the Developer. The purchase price, other consi- deration, or proof of other consideration, as the case may be shall not be disbursed by the Escrow Agent unless and until it has re- corded the deed thereto and has delivered to the Developer a title insurance policy insuring title acceptable to the Developer and the lender, and conforming to the require- ments of Section 208 of this Agreement. 3. Record any instruments delivered through this escrow if necessary or proper to vest title - 5 - in the Developer 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 nation- al 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 203 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 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. If neither the Agency nor the Developer shall have fully perform- ed with respect to the conveyance of the Site before the time established in said Section, no termination or demand for return shall be recognized until 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 busi- ness. if any objections are raised within the 10-day period, the Escrow Agent is authorized to hold all money, papers and documents with respect to the Site until instructed by mutual agreement of the parties 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. The Escrow Agent shall not be obligated to return any such money, papers or documents except upon the written instructions of both the Agency and the Developer, or until the party entitled thereto has been determined by a final decision of a court of competent jurisdiction. Any amendment to these escrow instructions shall be in writ- ing and signed by both the Agency and the Developer. At the time of any amendment the Escrow Agent shall agree to carry out Cr its duties as Escrow Agent under such amendment. All communications from the Escrow Agent to the Agency or the Developer shall be directed to the addresses and in the man- ner established in Section 502 of this Agreement for notices, demands, and communications between the Agency and the Developer. Nothing in this Section 202 shall be construed to impair or affect the rights or obligations of the Agency or the Develop- er to specific performance. - 6 - The liability of the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Sections 202 to 208, both inclusive, of this Agreement. C. [92031 Conveyance of Title and Delivery of Possession Subject to any mutually agreed upon extensions of time, which shall not be unreasonably withheld, conveyance to -.the Developer of title (ireaccordance with the provisions of Section 205 of this Agreement), shall be completed on or prior to the date specified on the "Schedule of Performance," incorporated herein and attached to this Agremeent as Attachment No. 3. The Agency and the Developer agree to perfrom all acts necessary to conveyance of title in sufficient time for title to be con- veyed in accordance wildathe foregoing provisions. Possession shall he delivered to the Developer concurrently with the conveyance of title, excppt that limited access may be permitted before conveyance of title as permitted in Section 213 of this Agreement. The Developer shall accept title and possession on or before the said dates. D. [�204] Forms of Deed and Assignment of Lease or Sublease The Agency shall convey to the Developer title to each Parcel in the Condition provided in Section 205 of this Agreement by Grant Deed in a form mutually satisfactory to the Developer, to the Title Company which will insure the title herein and the Agency, consistent with the terms of this Agreement. E. [§ 205, Condition of Title The Agency shall convey to the Developer fee simple mer- chantable title to the Parcels to be conveyed to Developer free and clear of all recorded or unrecorded liens, encumbrances, cove- nants, assessments, easements, leases and taxes, except as are consistent with this Agie--ment or are otherwise approved in wring by Developer. -7- F. 200) Time for and Place of Delivery of Deeds and Lease Assignment or Sublease Subject to any mutually agreed upon extension of time, the Agency shall deposit with the Escrow Agent on or before the date established for the conveyance of each Parcel in the Schedule of Performance the deeds or other instruments required to accomplish such conveyance. G. 2077 Payment of the Purchase Price, Other Consi- deration, or Proof of Other Consideration and Recordation of Deed The Developer shall deposit the purchase price, other consi- deration, or proof of other consideration, as the case may be for each parcel with the Escrow Agent upon or prior to the date for conveyance thereof, provided that the Escrow Agent shall have notified the Developer in writing that the 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 confor- mity with the provisions of Section 205 of this Agreement. The Escrow Agent shall deliver the purchase price, other consideration, or proof of other consideration, as the case may be to the Agency simultaneously with the delivery to the Developer of a title insurance policy insuring title in conformity with Section 208 of this Agreement and shall promptly file the deed for recordation among the land records in the Office of the County Recorder for San Bernardino County. The purchase price, other consideration, and proof of other consideration are set forth and described in the Method of Financing attached hereto as Attachment No. 2. H. C§ 208 J Title Insurance Concurrently with recordation of the deed conveying title to a Parcel, First American Title Company of San Bernardino or some other title insurance company satisfactory to the Agency and the De- veloper ("Title Co.") shall provide and deliver to the Develop- er a title insurance policy issued by the Title Co. insuring that the title is vested in the Developer in the condition re- quired by Section 205 of this Agreement. The Title Co. shall � provide the Agency with a copy of the title insurance policy and the title insurance policy shall be in the amount of the purchase price, other consideration, or proof of other considera- tion, as the case may be of the Parcel in question. Concurrently with the recording of the deed conveying title to a Parcel, the Title Co. shall, if requested by the Developer, provide the Developer with an endorsement to insure the amount of r.he Developer's estimated construction costs of the improvements to be constructed upon the Parcel. The Developer shall pay the entire premium for any such increase in the coverage requested by it. The Agency shall pay only for that portion of the title insurance premium attributable to a C.L.T.A, standard form policy of title insurance in the amount of the purchase price of the Parcel. The Developer shall pay for all other premiums for title insurance coverage or special endorsements. T. /, 209/ Taxes and Assessments Ad valorem taxes and assessments, if any, on the Site or any Parcel and taxes upon this Agreement or any rights thereunder, levied, assessed, or imposed for any period commencing prior to conveyance of title shall be borne by the Agency. All ad valorem taxes and assessments levied or imposed for any period commencing after closing of the escrow shall be paid by the Developer. J. i§ 210/ Occu ants of the site Each Parcel shall be conveyed free of any possession or right of possession except that of Developer and the easements of record approved by Developer. K. /y 211/ Zoning_of the Site The Agency at its sole cost and expense shall cause zoning at the time of conveyance or lease to be such as to permit develop- ment and construction of improvements in accordance with the pro- visions of this Agreement and the use, operation and maintenance of such improvements. L. L§ 212/ Condition of the Site Each Parcel shall be conveyed by the Agency to the Developer with the surface clear of all buildings, structures, underground with the exception of the Pacific Telephone and Telegraph Coaxial Cable - and above g-ound utilities, sewers, improvements, paving and debris, rough graded, with fill material as may be necessary, properly cor;^pacted. MM 261 M. [5 2131 Preliminary :Rork by the Developer Prior to the conveyance of title, representatives of the Developer shall have 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 Developer shall hold the Agency harmless for any injury or damages arising out of any activity pursuant to this Section 213. The Developer shall have access to all data and information on the Site available to the Agency. III. IS 3001 DEVELOPMENT OF THE SITE A. [§ 3011 Development of the Site by the Developer 1. IS 3021 Scope of Development The Site shall be developed within the limitations estab- lished in the "Scope of Development" incorporated herein and attached to this Agreement as Attachment No. 4. 2. IS 3031 Basic Concept Drawings Within the time set forth in the Schedule of Performance, the Developer shall prepare and submit to the Agency the Basic Concept Drawings and related documents containing the overall plan for development of its property within the Site. The Developer and the Agency shall initial and date each page of those drawings and documents. The Site shall be developed as generally established in the Basic Concept Drawings and related documents except as changes may be mutually agreed upon between the Developer and the Agency. Any such changes shall be within the limitations of the Scope of Development. 3. H 3041 OMITTED 4. [5 3031 Approval of Plans, Drawings, and Related Documents Subject to the terms of this Agreement, the Architectural Review Board of the City of Redlands shall have the right of reasonable architectural review of all construction plans. If any revisions or corrections of plans prepared by the Developer shall be required by an government official, agency, department or bureau having jurisdiction, or any lending insti- tution involved in financing, the Developer and the Agency s",iall cooperate in efforts to obtain waiver of such requirements or to develop a mutually acceptable alternative. -11- 5. [5 3061 Cost of Construction The cost of developing and constructing the Redlands Mall and all improvements therein shall be allocated as provided in Attachment No. 4 attached hereto, entitled "Scope of Developiant." 6. [5 3071 Schedule of Performance After the conveyance of tithe to the Developer of all Parcels within the Site which he is to own, he shall promptly begin and thereafter diligently prosecute to completion the construction of his improvements. The Developer shall begin and complete all con- struction and development within the times specified in the Schedule of Performance or such reasonable extension of said dates as may be granted by the Agency. The Schedule of Performance is subject to revision from time to time as mutually agreed upon in writing between the Developer and the Agency. The Agency shall diligently prosecute and complete all of its work in accordance with the Schedule of Performance. During the period of construction the Developer shall submit to the Agency a written report of the progress of the construction when and as requested by the Agency. The report shall he in such form and detail as may reasonably be required by the Agency and shall include a reasonable number of construction photographs (if any) taken since the last report by Developer. 7. [S 3081 Bodily Injury and Property Damage Insurance The Developer shall furnish or cause to be furnished to the Agency duplicate originals or appropriate certificates of bodily injury and property damage insurance policies in the amount of at least $500,000 for any person, $1,000,000 for any occurrence and $300,000 property damage, naming the Agency and the City as additional insureds. 8. [5 3091 City and Other Governmental Agency Perm is Before con-encer-ent of construction or development of any build- ings, structures or ether wore of impro-vement upon any Parcel (but rot _:ecessa—, _`ore she cvs�veyance o� t4t1P) , the Develop=x s alw at its own e::: secure or cause to be secured any and all permits, excluding er_; w_- _::. =~tat impact reports, and approvals which tay be or any o --. ,r gc vL rn:-:e _n I agency affected by. such cons w_ ._cti--:- , de elopme-._t or i-ork. The agency FI ?..l -Pr€3v de all proper assis _.once to the :leiel.oper in securing t:. e 'permits 9. B 310.1 Rights of Access Representatives of the Agency and the City shall have the reasonable right of access to any Parcel without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including but not limited to the inspection of the work being performed in constructing the improvements. Such representatives of the Agency or the City shall be those who are so identified in writing by the Exe- cutive Director of the Agency. 100 3113 Local, State and Federal Laws 'Me Developer shall carry out the construction of the im- provements in conformity with all applicable laws, including all applicable federal and state labor standards. 11. 312j Antidiscrimination During Construction The Developer for itself and its successors and assigns, agrees that in the construction of the improvements provided for in this Agreement, the Developer will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. B. § 3131 Responsibilities of theAgenc The Agency, without expense to the Developer or assessment or claim against the Site, shall perform all work specified in the Scope of Development for the Agency to perform within the times specified in the Schedule of Performance. C. 314J Taxes, Assessments, Encumbrances and Liens The Developer shall pay when due all real estate taxes and assessments assessed and levied subsequent to a conveyance of title. The Developer shall not place or allow to be placed on any Parcel any mortgage, trust deed, encumbrance or lien unau- thorized by this Agreement. The Developer shall remove or have removed any levy or attachment made on the Site or any Parcel, or assure the satisfaction thereof within a reasonable time but in any event prior to a sale thereunder. Nothing herein contain- ed shall be deemed to prohibit the Developer from contesting the validity or amounts of any tax assessment, encumbrance or lien, nor to limit the remedies available to the Developer in respect thereto. - 13 - 5m8917 ref 465 D. t§ 315J Prohibition Against Transfer of The Site, the Buildings or Structures and Assignment ofAgreement regiment Prior to the recordation by the Agency of a Certificate of Completion of construction as provided hereinafter, the De- veloper shall not, except as permitted by this Agreement, sell, transfer, convey, assign or lease the whole or any part of any Parcel or the buildings or structures on any Parcel without the prior approval of the Agency, which shall not be unreasonably withheld. Notwithstanding the foregoing, no approval by Agency shall be required with respect to leases by the Developer to tenants who will occupy space for the purpose of conducting business in the Redlands Nall. Except as expressly hereinafter provided, any such proposed transferee shall have the qualifications and financial responsi- bility necessary and adequate as may be reasonably determined by the Agency, to fulfill the obligations undertaken in this Agreement by the Developer. Any such proposed transferee, by instrument in writing satisfactory to the Agency and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the Agency shall expressly assume all of the obligations of the Developer under this Agree- ment and agree to be subject to all the conditions and restric- tions to which the Developer is subject. There shall be submitt- ed to the Agency's attorneys for .review all instruments and other legal documents proposed to effect any such transfer; and if approved by the Agency's attorneys such approval shall be indi- cated to the Developer in writing. In the absence of specific written agreement by the Agency, no such transfer, assignment or approval by the Agency shall be deemed to relieve the Developer or any other party from any - 14 - obligations as to each Parcel under this Agreement until comple- tion of development as evidenced by a Certificate of Completion. E. [§ 3167 Security Financing Right of molders 1. [§ 317] No Encumbrances Except Mortgages, Deeds of Trust, Sales and Leases - Back or Other Financing. -for Development Development Notwithstanding Sections 314 and 315, mortgages, deeds of trust, sales and leases -back or any other form of conveyance required for any reasonable method of financing are permitted before issuance of a certificate of completion of the construc- tion of the improvements, but only for the purpose of securing loans of funds to be used for financing the acquisition of a Parcel or Parcels, the construction of improvements on the Site and any other expenditures necessary and appropriate to develop the Site under this Agreement. The Developer shall notify the Agency in advance of any mortgage, deed of trust, sale and lease- back or other form of conveyance for financing if the Developer proposes to enter into the same before issuance of a certificate of completion of the construction of the improvements on the Site. The Developer shall not enter into any such conveyance for financing without the prior written approval of the Agency, (unless such lender shall be one of the ten largest banking institutions doing business in the State of California, or one of the ten largest insurance lending institutions in the United Stater nu l l-f-od to do business M -:he Suat'_e of Californid), which approval the Agency agrees to give if any such conveyance is given to a responsible financial or lending institution or other acceptable person or entity. Such lender shall be deemed approved unless rejected in writing by the Agency within ten. (10) days after notice thereof by the Agency. In any event, the Developer shall promptly notify the Agency of any mortgage, deed of trust, sale and lease -back or other financing conveyance encumbrance or lien that has been created or attached thereto prior to completion of the construction of the improvements on the Site whether by voluntary act of the Developer or otherwise. The words "mortgage" and "deed of trust" as used herein include all other appropriate modes of financing real estate acquisition, construction, and land development. 2. § 3181 Holder Not Obligated to Construct improvements The holder of any mortgage, deed of trust or other security interest authorized by this Agreement shall in no way be obligat- ed by the provisions of this Agreement to construct or complete - 15 - B I: 1 _ .4 the improvements or to guarantee such construction or completion; nor shall any covenants or any other provision in the deed for any Site be construed so to obligate such holder. 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. 3. [§ 3191 Notice: of Default to Mortgage, Deed of Trust or Other Security Interest Holders; Right to Cure Whenever the Agency shall deliver any notice or demand to the Developer with respec-L. to any breach or default by the Developer in completion of construction of the improvements, the Agency shall at the same time deliver to each holder of record of any mortgage, deed of trust or other security interest authorized by this Agree- ment a copy of such notice or demand. Each such holder shall (insofar as the rights of the Agency are concerned) have the right at its option within ninety (90) days after the receipt of the notice, to cure or remedy or comnence 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. The 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 submit evidence satisfactory to the Agency that it has the qualifications and finan- cial responsibility necessary to perform such obligations. 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. 4. [5 3201 Failure of Holder to Complete improvements In any case where, six months after default by the Developer in completion of construction of improvements under this Agreement, the holder of any mortgage, deed of trust or other Security interest creating a lien or encu=ranee upon any Parcel has not exercised the option to construct, or if it has exercised the option has not pro- ceeded diligently with construction, the Age ncy' may parchase the r ort-ac. e, deed of truz t or other security i:terest by payment to t:.e holder of the amount of the unpaid -16- debt, plus any accrued and unpaid interest. If the of the Parcel has vested in the holder, the Agency, desires, shall be entitled to a conveyance from the the Agency upon payment to the holder of an amount sum of the following: ownership if it so holder to equal to the (a) The unpaid mortgage, deed of trust or other security interest debt at the time title be- came vested in the holder (less all appropri- ate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings). (b) All expenses with respect to foreclosure. (c) The net expenses, if any (exclusive of general overhead), incurred by the holder as a direct result of the subsequent management of the Parcel. (d) The costs of any improvements made by such holder. (e) An amount equivalent to the interest that would have accrued on the aggregate of such amounts had all such amounts become part of the mort- gage or deed of trust debt and such debt had continued in existence to the date of payment by the Agency. 5. (§ 3211 Hight of Agency to Cure Mort - a e, Deed of Trust or Other Securitv Interest Default In the event of a default or breach by the Developer of a mortgage, deed of trust or other security instrument with re- spect to a Parcel prior to the completion of development, and the holder has not exercised its option to complete the develop- ment, the Agency may cure the default, prior to completion of any foreclosure. In.such event the Agency shall be entitled to reimbursement from the Developer of all costs and expenses incurred by the Agency in curing the default The Agency shall also be entitled to a lien upon the Parcel to the extent of such costs and disbursements. Any such lien shall be subject to mort- gages, deeds of trust or other security instruments ex6cuted for the sole purpose of obtaining funds to purchase and develop the Site as authorized herein. - 17 - roc►��.� �x�_�.�9 F. t§ 3221 Right of the Agency to Satisfy Other Liens on the Property After Title Passes After the conveyance of title and prior to the recordation of a Certificate of Completion for construction and development, and after the Developer has had a reasonable time to challenge, cure or satisfy any liens or encumbrances on a Parcel the Agency shall have the right to satisfy any such liens or encumbrances, provided, however, that nothing in this Agreement shall require the Developer to pay or make provision for the payment of any tax, assessment, lien or charge so long as the Developer in good faith shall contest the validity or amount thereof, and so long as such delay in payment shall not subject the Parcel to forfei- ture or sale. G. (§ 3231 Certificate of Completion Promptly after completion of all construction and develop- ment to be completed by the Developer upon the site, the Agen- cy shall furnish the Developer with a Certificate of Completion upon written request therefor by the Developer. The Agency shall not unreasonably withhold any such Certificate of Completion. Such Certificate of Completion shall be, and shall so state, conclusive determination of satisfactory completion. of the con- struction required by this Agreement upon such Parcel, and of full compliance with the terms hereof with respect to that Par- cel. The Agency may also furnish the Developer with a Certifi- cate of Completion for portions of the improvements upon the Parcel as they are properly completed and ready �.o use if the Developer is not in default under this Agreement. After issuance of such Certificate of Completion any party then owning or there- after purchasing, leasing or otherwise acquiring any interest therein shall not (because of such ownership, purchase, lease or -acquisition), incur any obligation or liability under this Agreement, except that such party shall be bound by any covenants contained in the deed, lea -se, mortgage, deed of trust, contract or other instrument of transfer in accordance with the provisions of Sections 400--404 of this Agreement. Neither_ the Agency nor any other person, after issuance of a Certificate of Completion, shall have any rights, remedies or controls that it would other- wise have or be entitled to exercise under this Agreement as a result of a default in or breach of any provision of this Agreement, and the respective rights and obligations of the par- ties with reference to those set forth in the deed. A Certificate of Completion of construction for the entire improvement and development of a Parcel shall be in such form as to permit it to be recorded in the Recorder's Office of San 500y:89V i c Bernardino County. .If the Agency refuses or fails to furnish a Certificate of Completion for a Parcel after written, request from the Devel- oper the Agency shall, within ten (10) days of the written re- quest, provide the Developer with a written statement of the reasons the Agency refused or failed to furnish a Certificate of Completion. The statement shall also contain the Agency's opinion of the action the Developer must take to obtain a Certi- ficate of Completion. If the reason for such refusal is confined to the immediate availability of specific items of materials for landscaping or fine arts, the Agency will issue its Certifi- cate of Completion upon the posting of a bond by the Developer with the Agency in an amount representing a fair value of the work not yet completed. If the Agency shall have failed to pro- vide such written statement within said 10-day period, the Devel- oper shall -be deemed entitled to the Certificate of Completion. Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the De- veloper to any holder of a mortgage, or any insurer of a mort- gage 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. IC.. t§ 4001 US;Z OF THE SITE A. r§ 4013 Uses The Developer covenants and agrees for itself, its succes- sors, its assigns and every successor in interest that during construction and thereafter, the Developer, such successors and such assignees shall devote the Site to the uses specified in the Redevelopment Plan, the deeds, and the Scope of Development. B. [§ 4021 Obligation to Refrain From Discrimination There shall be no discrimination against or segregation of any person, or group of persons, on account of sex, race, color, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Developer 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, sublessees, or vendees of any Parcel. -- 19 -- boci89V __ 271 C. 4033 Form of Nondiscrimination and Nonsegre- g,ation Clauses The Developer shall refrain from restricting the rental, sale or lease of the property on the basis of sex, race, color, creed, ancestry or national origin of any person. All such deeds, leases or contracts shall contain or be subject to sub- stantially the following nondiscrimination or nonsegregation Clauses: 1. In deeds: "The grantee herein covenants by and for himself, his heirs, executors, admini- strators and assigns, and all. persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of sex, race, color, creed, national origin or ancestry .in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him, establish or permit any such practice or prac- tices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subten- ants, 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, admini- strators 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 sex, race, color, creed, national origin or ancestry, in the leasing, subleasing, .,; transferring, use, 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 prac- tices of discrimination or segregation with reference to the selection, location, number, use or occupancy, of tenants, lessees, subles- sees, subtenants or vendees in the land herein Leased." - 20 Bcc! 8 V FA.r41272, 3. In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of sex, race, color, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the ,selection, location, number, use or occupancy of tenants, lessees, subten- ants, sublessees or vendees of the land," D. [§ 4041 Effect and Duration of Covenants The covenants contained in this Agreement and the deeds shall remain in effect until July 26, 2006. The covenants against dis- crimination shall remain in perpetuity. E. [§ 4051 Rights of Access - Public Improvements and Facilities The Agency for itself, and for the City and other public agencies, at their sole risk and expense, reserves -the right to enter the Site or any part thereof at all reasonable times and with as little interference as possible, for the purposes of con- struction, reconstruction, maintenance, repair or service of any p:u'�ilC 4mproveriieL,ws or pciblic facilities located on t:he Site. Any such entry shall be made only after reasonable notice to De- veloper, and Agency shall indemnify and h-old Developer harmless from any claims or liabilities pertaining to any entry. Any damage or injury to the Site resulting from such entry shall be promptly repaired at the sole expense of the public agency responsible for the entry. Except for emergencies the following times shall not be considered reasonable with regard to the Shopping Center Site. 1.. November 1-December 25 of each year. 2. The four weeks immediately preceding Easter Sunday. V. [§ 5001 DEFAULTS, REMEDIES AND TERMINATION A. [§ 501 Defaults - General Subject to the extensions of time set forth in Section 604, failure or delay by either party to perform any term or provi- sion of this Agreement constitutes a default under this Agree- ment. The party who so fails or' delays must immediately commence - 21 - to cure, correct, or remedy such failure or delay, and shall complete such cure, correction or remedy with reasonable dili- gence and during any period of curing shall not be in default. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against fur- ther damages, and except as otherwise expressly provided in Sections 507 and 508 of this Agreement, the injured party may not institute proceedings against the party in default until 30-days after giving such notice. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. Except as otherwise expressly provided in this Agreement, any failure or delay by either party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies or de- prive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to pro- tect, assert or enforce any such rights or remedies. B. [§ 502] Legal Actions 1. r§ 503'.7i institution of Legal Actions In addition to zu.,; other rights or remedies, either party may institute legal. a,°t:zon to care, correct or remedy any de- fault 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 Los Angeles, State of California, in an appropriate munici- pal court in that County, or in the Federal District Court in the Central District of California. 2. [§ 5041 Applicable Law The laws of the State of California shall govern the inter- pretation and enforcement of this Agreement. 3. j§ 5051 Acceptance of Service of Process In the event that any legal action is commenced by the De- veloper against the Agency, service of process on the Agency shall be made by personal service upon the Chairman of the Agency, or in such other manner as may be provided by law. In the event that any legal action is commenced by the Agency against the Developer, service of process on the Develop- er shall be made by personal service upon a corporate officer - 22 Buc8 V YA,_,1 of one of the General Partners of the Developer or in such other manner as may be provided by law, whether made within or without the State of California. C. [§ 5067 Rights and Remedies are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or reme- dies shall not precl"de the exercise by it, at the same time or different times, of any other rights or remedies for the same default or any other default by the other party. D. r§ 507] Damages If either the Developer or the Agency defaults with regard to any of the provisions of this Agreement, the nondefaulting party shall serve written notice of such default upon the de- faulting party. If the default is not cured or commenced to be cured by the defaulting party within ninety (90) 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. E. [§ 508] Specific Performance If either the Developer or the Agency defaults under any cf t,xe provisions of this Agreement the defaulting party shall serve written notice of such default upon the defaulting party. If the default is not commenced to be cured by the defaulting party within forty-five (45) 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. F. [§ 5091 Remedies and. Rights of Termination Prior to Conveyance 1. § 5101 Termination by Developer in the event that; `;;; (a) The Agency fails to issue bonds to finance Project costs pursuant to Section 705 hereof; or - 23 = (b) The Agency does not tender conveyance of title to the Site or any Parcel, or possession thereof, in the manr-or and condition, and by the dates provided in this Agreement, an'" any such failure is not cured within thirty (30) days alter written demand by the Developer; or (c) The Agency and/or the City of Redlands and Developer are unable to agree upon the terms of the Agreement or Agreements referred to in Section 703 prior to the date that the balance of all Parcels to be conveyed to Developer are requird to be conveyed to it under this Agreement, as the same may be extended; then the Agreement with respect to any Parcel not yet conveyed, shall, at the oration of the Developer, be terminated by written notice thereof to the Agency, and neither the Agency nor the Developer shall have any further rights against or liability to the other with respect to such unconveyed Parcels under the Agreement, except as set forth in Section 702. 2. [§ 5111 Termination by Agency In the event that prior to each conveyance of title to the Developer, and in violation of this Agreement: (a) The Developer (or any successor in interest) assigns or attempts to assign this Agreement or any rights therein, or in the. Site v ithout approval; or (b) The Developer does not (1) pay the purchase price, the other consideration, or the proof of other consideration; and (2) take title to each Parcel under te::Cer of conv % ance 7-ige-cy pursuar.Y to this Ngreem----nt :,_1.:hin (30) d ays a- ter the date of written dentin-: ,^'7 the -24- BGGs 8 17 vA` 42 76 then the Agreement with respect to any unconveyed Parcels and any rights of the Developer or any assignee or transferee in this Agreement, pertaining thereto or arising therefrom with respect to the Agency, shall, at the option of the Agency, be terminated by the Agency, in which event, neither the Developer (or assignee or transferee) nor the Agency shall have any fur- ther rights against or liability to the other under this Agree- ment pertaining to such unconveyed Parcels, except as set forth in Section 702. G. [ 5123 _Option to Repurchase, Reenter and Repossess The Agency shall have the additional right at its option to repurchase, reenter and take possession of all or part of the site with all improvements thereon, if after conveyance of title and prior to the recordation of the Certificate of Completion, the Developer (or its successors in interest) shall: (a) Fail to proceed with the construction of the improvements as required by this Agreement for a period of three months after written notice thereof from the Agency, (b) Abandon or substantially suspend construction of the improvements for a period of three months after written notice of such abandon- ment or suspension from the Agency, (c) Transfer, or suffer any involuntary transfer of the site, or any part thereof, in violation of this Agreement. (d) Cause Agency to.elect to terminate this Agreement in accordance with Section 511. subject to and be limited by and shall not defeat, render in- valid, or limit: (a) Any mortgage, deed of trust or other security instrument permitted by this Agreement, (b) Any rights or interests provided in this Agree- ment for the protection of the holder of such mortgages, deeds of trust or other security instruments. To exercise its right to repurchase, reenter and take pos- session, the Agency shall pay to the Developer (or its succes- sor in interest) in cash an amount equal to: (1) The purchase price paid to the Agency for the Parcel; plus -- 25 - Bac. 89V �A, 4277 (2) The costs incurred for on -site labor and materi- als for the construction of the improvements existing on the Parcel at the time of the repurchase, reentry, and repossession; less (3) Any gains or income withdrawn or made by the Developer (or its successor in interest) from the Parcel or the improvements thereon. H. [§ 5137 Right of Reverter The Agency shall have the additional right, at its option, to reenter and take possession of a parcel, with all improve- ments thereon, and revest in the Agency the estate theretofore conveyed to the Developer, if after conveyance of title and prior to recordation of the Certificate of Completion, the De- veloper (or its successors in interest) shall: (a) Fail to proceed with the construction of the improvements as required by this Agreement for a period of three months after written notice thereof from the Agency, (b) Abandon or substantially suspend construction of the improvements for a period of three months after written notice of such abandon- ment or suspension from the Agency. (c) Transfer, or suffer any involuntary transfer of the Parcel, or any part thereof, in viola- tion of this Agreement. Such right to repurchase, reenter and repossess shall be subject to and be limited by and shall not defeat, render in- valid, or limit: (a) Any mortgage, deed of trust or other secur- ity instrument permitted by this Agreement, (b) Any rights or interests provided in this Agreement for the protection of the holder of such mortgages, deeds of trust or other security instruments. The rights established in this Section shall not apply to individual parts of the Site or any part thereof on which the improvements to be constructed thereon have been completed in accordance with this Agreement, and for which a Certificate of Completion has been recorded therefor as provided in Section 323. —26— The deed shall contain appropriate reference and provision to give effect to the Agency's right, as set forth in this Sec- tion 513 under specified circumstances prior to recordation of the Certificate of Completion to reenter and take possession of the Site with all improvements thereon and to terminate and revest in the Agency the estate conveyed to the Developer. Upon the revesting in the Agency of title to the Site or any part thereof as provided in this Section 513, the Agency shall, pursuant to its responsibilities under state law, use its best efforts to resell the Site or part thereof as soon and in such manner as the Agency shall find feasible and con- sistent with the objectives of such law and of the Redevelop- ment Plan to a qualified and responsible party or parties (as determined by the Agency), who will assume the obligation of making or completing the improvements, or such other improve- ments in their stead, as shall be satisfactory to the Agency and in accordance with the uses specified for such Site or part thereof, in the Redevelopment Plan. Upon such resale of the Site the proceeds thereof shall be applied: (a) First, to reimburse the Agency on its own be- half or on behalf of the City, for all costs and expenses incurred by the Agency, includ- ing but not limited to salaries to personnel, in connection with the recapture, management and resale of the Site or part thereof (but less any income derived by the Agency from the Site or part thereof in connection with such management); all taxes, assessments, and water and sewer charges with respect to the Site or part thereof (or, in the event the Site is exempt from taxation or assessment or such charges during the period of owner- ship to such taxes, assessments, or charges (as determined by the City assessing official) as would have been payable if the Site were not so exempt); any payments made or neces- sary to be made to discharge or prevent from attaching or being made any subsequent encum- brances or liens due to obligations, defaults, or acts of the Developer, its successors or transferees; any expenditures made or obliga- tions incurred with respect to the making or completion of the improvements or any part thereof on the Site or part thereof; and any amounts otherwise owing the Agency by the De- veloper and its successor or transferee; and - 27 - aae-.89V i.,_4;279 (b) Second, to reimburse the Developer, its suc- cessor or transferee, up to the amount equal to (1) the sum of the purchase price paid to the Agency by the Developer for the Site (or allocable to the part thereof), (2) the costs incurred for the development of the Site and for the improvements existing on the Site at the time of the reentry and repossession, less (3) any gains or income withdrawn or made by the Developer from the Site or the improve- ments thereon. Any balance remaining after such reimbursements shall be retained by the Agency as its property. To the extent that the rights established in this Section involves a forfeiture it must be strictly interpreted against the Agency, the party for whose benefit it is created. The rights established in this Section are to be .interpreted in light of the fact that the Agency will convey the Site to the Developer for development and not for speculation in unde- veloped land. VI. [§ 6001 GENERAL PROVISIONS A. H 6013 Notices, Demands and Communications Between the Parties Formal notices, demands and communications between the Agency and the Developer shall be sufficiently given if dis- patched by registered or certified mail, postage prepaid, re- turn receipt requested, to the principal offices of the Agency and the Developer. Such written notices, demands and communica- tions may be sent in the same manner to such other addresses as either party may from time -to -time designate by mail as pro- vided in this Section. B602Conflict of Interests .� No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, part- nership or association in which he is directly or indirectly interested. The Developer warrants that it has not paid or given, and will not pay or give, any third person any money or other con- sideration for obtaining this Agreement. boaS917-.RH_f28O C. [§ 6031 Nonliabilit of A enc Officials and Employees No member, official or employee of.the Agency shall be personally liable to the Developer, or any successor in inter- est, in the event of any default or breach by the Agency or for any amount which may become due to the Developer or succes- sor or on any obligations under the terms of this Agreement. D. [§ 604] Enforced Dela Extension of Times of performance in addition to specific provisions of this Agreement, per- formance 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; casual- ties; acts of God; acts of the public enemy; epidemics; quaran- tine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts of the other party; acts or failure to act of any public or governmental agency or entity (other than that acts or fail- ure 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 only be for the period of the enforced delay, which period snail commence to run from the time of the commencement of the cause. If, how- ever, notice by the party claiming such extension is sent to the other party more than 30 days after the commencement of the cause, the period shall commence to run only thirty (30) days prior to the giving of such notice. Times of performance under this Agreement may also be extended in writing by the Agency and the Developer. E. [§ 6051 Inspection of Books and Records The Agency has the right, upon not less than seventy-two (72) hours' notice, at all reasonable times to inspect the books and records of the Developer pertaining to the Site as pertinent to the purposes of this Agreement. The Developer also has the right, upon not less than seventy-two (72) hours' notice, at all reasonable times to inspect the books and re- cords of the Agency pertaining to the Site as pertinent to the purposes of this Agreement. F. C§ 6061 Plans and Data Where the Developer does not proceed with the purchase and development of the Site or any Parcel, and when this Agreement - 29 i C4 is terminated pursuant to Section 511 hereof for any reason, the Developer shall deliver to the Agency any and all plans or data concerning the Site or Parcel and the Agency or any other person or entity designated by the Agency is free to use such plans and data. G. [§ 6071 Wherever this contract, document, such approval shall VII. C§ 7011 Approval by Agen v Agreement requires the Agency to approve any plan, specification, drawing or other matter not be unreasonably withheld. SPECIAL PROVISIONS A. [§ 701] Develo er's De osit On or before the date of execution of this Agreement, the Developer shall deposit, or cause to be deposited, with the Escrow Agent provided in section 202, the amount of Three Hundred Eighty -- Five Thousand Dollars ($385,000). The deposit shall be used by the Agency to acquire Parcels IA, 1B and 1C, shown. on Attachment No. 1, "Site Map," which Parcels shall immediately upon such acqui- sition by Agency be conveyed to Developer through such escrow, all as provided in Attachment No. 2, "Method of Financing," so that Developer will be able to use the same as security for the advance of said $385,000 by its lender. The Agency shall be under no obligation to pay or earn inter- est on the deposit, but if interest shall accrue or be payable thereon such interest, when received by the Agency, shall be the property of the Developer, and shall be promptly paid to the Developer. B. 7021 Repurchase by Agency of Conveyed Parcels As indicated in Attachment No. 2, "Method of Financing," the Agency will convey property to the Developer in two phases, the first consisting of Parcels 1A, 1B and 1C shown on Attachment No. 1, which will be purchased with Developer's deposit in escrow of $385,000 pursuant to Section 701, and the second consisting of - the balance of the property to be owned by Developer in the Site. If, prior to the second phase of conveyances to Developer, this Agreement shall be terminated by Developer or Agency in accordance with Section 510, or Section 511, Agency agrees forthwith upon such termination to repurchase from Developer the Parcels conveyed to him under the first phase. The repurchase price shall be: -30- • 1. In the case of termination under Section 510, the amount paid by Developer to Agency for such property plus all out--of-pocket expenses incurred by Developer in connection with the acquisition of such property, including interest expense and loan fees or costs on funds borrowed by Developer to advance such purchase price to the Agency, or 2. In the case of termination under Section 511, the amount paid by Developer to Agency for such property. In the event that Developer is entitled to terminate this Agreement under Section 510(b) and Agency is in a position to deliver to Developer possession of all of the property ultimately to be conveyed to Developer, but not title thereto, Developer may elect to accept such possession premised upon a later delivery of title, in which case Agency agrees to do whatever is necessary or appropriate, within its legal authority, to satisfy Developer's lender, including deposit of funds to cause appropriate title indemnities to be made, so that funds might be advanced for con- struction purposes upon delivery of possession. C. § 7031 Construction, O eratin and Easement Agreements Prier to the irate tha,c Agency is required to convey to Developer the balance of all property to be owned by Developer in the Site, Agency and/or the City of Redlands and Developer shall enter into an Agreement or Agreements covering the respective rights and obliga- tions of each of them with respect to easements within the Site for parking, utilities, support, access and other matters which may be appropriate, and the management. maintenance and operation of common areas within the Site, including parking areas, malls and sidewalks. Agency agrees that it will grant or cause to be granted to Developer such easements over its property in the Site as may be necessary, customary or appropriate for the conduct of a shopping center upon the site. Such Agreement shall also provide, if the same is legally possible, for the construction of improvements for which Agency is responsible under this Agreement by Developer, at Agency's expense. - 31- Boo-,89V YAK_ ,228 D. [§ 7041 Agency Bond Issue The Agency shall use its best efforts to issue bonds to finance the Agency's share of Project costs. The Agency shall issue said bonds prior to the date established therefor in the Schedule of Performance, or this Agreement may be terminated pursuant to Section 510 hereof. E. [� 7051 Submission of Documents to the Agency for Approval Whenever this Agreement requires the Developer to submit plans, drawings or other documents to the Agency for approval, which shall be deemed approved if not acted on by the Agency within a specified time, said plans, drawings or other documents shall be accompanied by a letter stating that they are being submitted and will be deemed approved unless rejected by the Agency within the stated time. Copies of such submittal letters shall be sent to each Member of the Agency. F. [§ 7053 Preferences for Retail and Com-mercial Businesses Located in the Project Area The Developer agrees to provide reasonable preferences for retail and colmercial business presently located in the Site to become lessees in Redlands mall ahead of others from outside t e Site to the extent such tenants are appropriate and at rental rates and other lease terms consistent with such rental rates and terms to be offered to similar tenants of Redlands Mall. The ri gh t to such ureferences shall be subject to election by such prospective tenants to seek such preference within ninety (90) days after notice from Developer or T ency, and failure to make election within such ninety (90) day period shall be deemed a waiver of any preferential right. r`3r arL. -32- vili. Is 8001 ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS This Agreement is executed in five (5) duplicate originals each of which is deemed to be an original. This Agreement includes thirty-three (33) pages and four (4) attachments which constitute the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all nego- tiations 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 or the Developer, and all amendments hereto must be in writing and signed by the appropriate authorities of the Agency and the Developer. IN WITNESS WHEREOF, this Disposition and Development Agreement is executed on the dates hereinafter set forth by the parties as follows: DE VE LflPE R' June/ `, 1974 B�' "Howard E. Connor REDEVELOPMENT AGENCY: OF THE CITY OF REDLANDS June 1974 By sJack B. Cummings, Chairman June 1J, 1974 By Pegg 0, eley, Sn reta_y 61 ,7:neJ, 19;4 By _R: P'. ':e ri ' ter. , �cr- g Executive Director APPROVED AS TO FORM: Edward F. Taylor, City t r - -733- ATTACHMENT NO. 1 fj' 4- SITE MAP ATTACHMENT NO. 2 boct.89V F �= METHOD OF FINANCING In the United States in general, and California in particular, almost without exception shopping centers have been constructed where land prices are low or the land had been purchased many years earlier at lower prices and the landowner becomes the de- veloper or is involved with the developer. Generally, shopping centers have been built in the suburbs. Older areas have been unable to obtain modern shopping facilities with adequate size major department stores and modern air conditioned malls. To remedy this imbalance, many .cities have attempted to support, assist, or rejuvenate older, obsolescent, shopping centers once considered regional in nature. The most common method has been to supply public parking in or near existing retail commercial areas. The unavailability of land and supporting facilities at a price commensurate with the development of a major regional shopping center has resulted in the absence of adequate modern facilities in the trade area in and around the City of Redlands. This City and its Redevelopment Agency have adopted the Redevelop- ment Plan for the Redevelopment Project and is now preceding to carry out the Project by authorizing Developers to establish shopping centers in a manner compatible with development on adjacent parcels. Some cities have expended vast public funds to provide publicly -owned pedestrian malls, both open air and enclosed with air conditioning. Other cities have encouraged the development of major regional shopping centers by providing and paying for public improvements, utilities and facilities, such as curbs, gutters, sanitary sewers, streets, street lights, water, storm drains, etc., which usually woi.rld be paid for by the developer. In others, the cost of land has been reduced through redevelop- ment to a price a developer can afford to pay. Such assistance is not for the purpose of subsidizing the developer, but merely to provide the economic and financial basis whereby the developer pays what he reasonably can be expected to pay. A well --planned and financially sound shopping center provides retail, commercial, recreational and community services which are basic to a balanced community. It produces substantial sales taxes; appreciation of assessed valuations subject to property taxes; and gives impetus to the economic well --being and progress of adjacent areas and generally benefits and improves the services and welfare of the community as a whole. -1- The Agency will sell and convey to the Developer and the Developer will purchase from the Agency fee title to approximately 124,100 square feet of land and approximately 76,000 square feet of air rights within the site, which land and air rights are identified on Attachment No. 1 as Parcels 1A, 1B, 1C, 2 and 3. The Developer shall pay to the Agency the sum of $4.00 per square feet for the land and air rights conveyed to him by the Agency, plus $4.00 per square foot for any net retail space constructed by Developer in excess of one story during the initial construction of the Redlands Mall, exclusive of mezzanines, storage areas and other space not devoted to retail sales purposes. The Agency has issued bonds in the amount of $2,440,000, which, together with Developer's deposit referred to in Section 701, it will use to complete the acquisition of certain parcels within the site. Upon such acquisition, the Agency will convey to the Developer approximately 44,516.75 square feet of land and 51,930 square feet of air rights, which land and air rights are identified on Attachment No. 1 as Parcels 1A, 1B and 1C. The Agency will acquire by negotiation or by condemnation the balance of the property within the site on or before the date specified in the schedule of performance and will thereupon convey to Developer Parcels 2 and 3 shown on Attachment No. I. If Agency is unable to deliver title to all of Parcels IA, 1B, 1C, 2 and 3 within the time provided in the schedule of performance, as it may be extended by mutual agreement of the parties, Developer shall have the option to require the Agency to repurchase all of the land th4retcforu 4-nveycd to and paid for by the Developer, :.r to accept possession cs all a said parcels, subject to a later conveyance or title and steps to be taken by Agency to enable Developer to obtain a sufficient interim construction loan, as set forth in Section 702. Upon the acquisition of title or possession to all property within the site and the conveyance to Developer of all of Parcels 1A, 1B, 1C, 2 and 3, Developer will construct or cause to be constructed, at its expense, the retail store buildings and the enclosed mall to be located on the site. The Agency will construct or cause to be constructed, at its expense, demolition and any other improvements on or off the site necessary to support and operate a shopping center containing approximately 178,000 square feet of retail stores and a 22,100 square foot enclosed mall, including the following: 1. All demolition, site clearance, site preparation and -,i grading;. 2. Construction of all parking facilities, both surface and below Developer's air rights parcels, including necessary support for the buildings*to be constructed by Developer upon its air rights parcels; and 3. Construction of all roads, curbs, gutters, sidewalks, sewers, utilities and other similar improvements to serve the site, * See attachment No. 4, 11 - Project and Site Improvement, No. 13 - Subsurface Parking, Page 5. -2- The Agency has expended funds for: 1. Adoption of the Redevelopment Plan. 2. Administrative, legal, fiscal, and procedural costs. 3. Site survey (extensive) 4. "Detailed analysis of nature of Project area and assessed valuations. When and as appropriate the Agency has expended and will expend funds to appraise properties; negotiate for purchase of properties; relocation assistance and payments; demolition, site clearance and site preparation.: public improvements, facilities and utilities; and bond counsel; and all other costs required to carry out this Agreement. It is anticipated by the Agency and the Developer that the;, 7,:J,1l enter into an agreement or agreements providing for certa-n ease:::erts with respect to parking rights and utilities within the site, as well as easements for the support of Developer's buildings to be constructed upon his air rights parcels, and other rights and obligations relating to the construction, operation and management of the Redlands tall. Such agreement or agreements, lt.hen duly made and executed, shall be incorporated herein by reference and deemed a part of this Agreement. -3- ATTACHMENT NO. 3 SCHEDULE OF PERFORMANCE EVENT Developer's Deposit. Developer shall deposit with escrow agent the sum of $385,000. Mency Acquisition .of Land (First Phase). Agency shall obtain title and possession to all of Parcels 1A, 1B and 1C. Agency Acquisition of Land (Second Phase). Agency shall obtain title and possession to the balance of property in the site. Relocation. Agency will accomplish relocation of existing occupants of the site. 2peninq of Escrows (First Phase). Agency shall open escrows to acquire Parcels IA, 1B and 1C and to convey the same to Developer. O ening of Escrows (Second Phase). Agency shall open escrows to convey Parcels 2 and 3 to Developer. Conveyance of Title (First Phase). Agency shall convey title to Parcels 1A, 1B and 1C to Developer. Conveyance of Title (Second Phase). Agency shall convey title to Parcels 2 and 3 to Developer. Execution of Easement and Operating_ Agreement. Agency and Developer shall enter into agreement described in Section 703. Submission of Basic Concept Drawings. Developer and Agency shall submit to each other Basic Concept Drawings for the site. Approval of Basic Concept Drawings. -Developer and Agency shall approve or disapprove the Basic Concept Drawings of the other. TIME FOR PERFORMANCE On or before date of execution of this Agreement by Developer. On or before July 1, 1974. On or before December 1, 1974, or such other date as mutually agreed between the parties. Within 90 days following acquisi- tion of each parcel or the minimum period of time provided by statute of the State of California. Forthwith upon execution of this Agreement. Within a reasonable time after receipt of request to do so by Developer. On or before July 1, 1974. On or before December 31, 1974, or such other date as mutually agreed between the parties. On or prior to date of conveyance to Developer of Parcels 2 and 3. Within 60 days after execution of this agreement by both parties. Within 30 days after receipt of such drawings. —I— Commencement of Construction. Developer and Agency shall commence Construction of improvements for the site. Construction of Public Improvements. Agency shall cause construction of all public improvements. Completion of Construction by A envy . Agency shall corplete construction of its improvements. Completion of Construction by Developer. ieveloper shall complete construction of its improvements. Following conveyance of title and possession to Developer of all of Parcels 1A, 1B, 1C, 2 and 3. On a schedule which will coordinate with the construction schedule for Developer's improvements. Within 1 year after commencement of construction of Agency's improvements. Within 1 year after completion by Agency of work necessary to support buildings on Developer's air rights parcels. -2- 5ucr 8917 wH4291 ATTACHMENT NO. 4 SCOPE OF DEVELOPMENT (PRIVATE AND PUBLIC) The Site shall be designed and developed as an integrated complex in which the buildings will have architectural excellence individually as well as in their identity as a complex. The spaces between buildings shall be designed, landscaped and developed to the same excellence. All development shall be consistent with the Redevelopment Plan. The Agency will use architects and engineers designated by the Developer to ensure continuity and coordination. The Agency agrees that in the area bounded by Orange Street on the East, Citrus Avenue on the South, including the half block south of Citrus Avenue between Fourth Street and Eureka Street, Eureka Street on the West, and Redlands Boulevard on the North, the maximum height of all buildings to be constructed shall not exceed 40 feet above the adjacent grade, measured from the top of the curb. The Agency shall include said height limitation in all agreements entered into for the development of land in said described area. PRIVATE DEVELOPMENT Parcels 1A, IB, 1C, 2 and 3 The Developer shall construct on Redlands Mall, sometimes called "SITE," herein, a Shopping Center of not less than 200,100 gross square feet, which shall .include at least 2 major stores, a landscaped, air conditioned mall, mall stores for commercial - retail facilities and services, and may include accessory facilities and other ancillary buildings customarily located in shopping centers, Buildings on the Site may be constructed to a height of 40 feet but shall cover not less than 200,100 square feet of land area of the Site excluding the parking structure. There shall be constructed on the site approximately 363,800 square feet in parking spaces including, paving, grading, striping, lighting, landscaping, access drives, curbs, signs, etc. Adequate utility loops to service private buildings and parking areas shall also be provided. A portion of the site shall be used exclusively for automobile parking, landscaping and incidental purposes. To the extent possible the Developer may construct buildings on the Site for use by financial institutions, restaurants or retail stores. Easements The Agency and the Developer shall grant and permit all necessary and appropriate easements and rights for the development of each Parcel including but not limited to easements and rights of vehicular access, pedestrian access, parking, sanitary sewers, storm drains, water, electrical power, telephone, natural gas, etc. Architecture and Design The Developer shall construct buildings on each Parcel of high architectural quality with landscaped areas. The structures must be effectively and esthetically designed- The shape, scale of volume, exterior design, and exterior finish of each building must be consonant with, visually related to, physically related to, and an enhancement to each other and to adjacent buildings within the Project area. The Developer's plans and proposals submitted to the Agency for approval shall describe in reasonable detail the architectural character intended for the Site. Roofs All roofs shall be designed as if to be viewed. There shall be a minimum of exposed plumbing or mechanical equipment on the roof except in such cases where the exposed parts contribute materially to the theme and design of the buildings. Landscaping Landscaping as provided by the Agency, shall embellish all open spaces upon the Site (including setback areas) to integrate this development with adjacent sites within the Project area. Landscaping includes such materials as paving, trees, shrubs, and other plant materials, landscape containers, plaza furniture, top soil, soil preparation, automatic irrigation, landscape and pedestrain lighting and water elements. Landscaping shall carry out the objectives and principles of the Agency's desire to accomplish an esthetically superior environment. SiEns The size, color, lighting, location, etc. of all signs are of special concern to the Agency and must conform to ordinances of the City. Controls and Pestricticns - v scelleneous Controls and restrictions consistent Frith this Agreement 1 `�? including but not limited to maximum land coverage, minimum and � maximum heights of buildings and minimum loading "acilitI es shall be :mutually a~reed uper_ by the agency and the Developer prior to conveyance o" title. Privar .e Fa ii``:ies and I-2rove7en+-- The Developer agrees to develop and construct or to cause the develcp7:ent and construction of a retail shoppin:L center containing the folios:.r_;: A. No less than one major department store and one food center. n Page 3, Continued Baas8917 .--_ 2 B. The mall and the mall shops. C. The other restaurants, financial institutions and other improvements customary for a shopping center. D. All other construction and improvements which Developer is required to provide by any provision of this Agreement. PUBLIC DEVELOPMENT, IMPROVEMENT, FACILITIES, UTILI- TIES DEMOLITION SITE CLEARANCE, AND SITE PREPARATION The Agency agrees to provide or to cause to be provided on or for the site, the developments, improvements, facilities, utilities, demolition, site clearance and site preparation as follows: I. Demolition, Site Clearance, and Site Pre aration A. Demolition and removal of all existing on -site buildings, pavements, walks, curbs, gutters, sewers and other improvements, including under- ground and aboveground utilities, with the ex- ception of the Pacific Telephone & Telegraph Coaxial Cable. B. Rough grading, with fill material as may be re- quired, properly compacted. II. Project and Site Improvement A. Shoeing Center Site 1. Sanitary Sewers: A sanitary sewage collection system adequate to serve the new buildings to the site. Page 4, Continued V. 2. Storm Drains: A collection, system will be constructed to adequately dispose of storm water from the new buildings and the parking area. 3. Water SU l : Connections to existing water mains of the City of Redlands will be made to the Site to serve the new buildings. 4. Electrical..: The certificated utility company will provide sources of energy through a conduit system. 5. Telenhones: The new facilities will be serviced fro: an adequate sYs 4em, conJJ structed ntween eyi s-f-.ing facilities and the new buildings. 6. Signals: Traffic signals will be provided as determined and directed Icy the Public Work: Director of the City of Redlands. 7. Sidewalks, Curbs, and Gutters and Driveways: Sidewalks, curbs, and necessary driveways to the public street as determined and directed by the City Public Works Director. �3. Street Lights. This item includes street lights adjacent to the project area in the numbers and spacing as determined by the Public Works Director of the City of Redlands. A Page 5, continued 9= Landsca in and S rinklers: The parking area will be landscaped with appropriate planting adjacent to streets and in the parking area. 10= Parkina Lot Lights - The lights necessary to illuminate the exterior Parking lot. 11- As halt Concrete Paving: Paving of the parking area with asphalt concrete including a crushed rock base or such substitute as the city's Public works Director may determine to be adequate. 12' Parkin Lat Stri in Striping of exterior parking stalls, road centerlines, directional arrows, pedestrian walkways and other traffic markings. 13 • Subsurface Parkin A parking garage below Developer's air rights parcels providing approximately 263 parking spaces, together with all necessary support required for the buildings to be erected by Developer on his air rights parcels, provided that the costs of any additional construction or structures required for support of the buildings on top of the garage will be paid by the Developer, III, All other items required, necessary or appropriate for development of the site, except those which Developer has expressly agreed to construct, install or develop. P