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HomeMy WebLinkAboutContracts & Agreements_00-RDAFIRST AMENDED DISPOSITION AND DEVELOPMENT AGREEMENT (State Street Retail Center Project) 1. PARTIES AND DATE. 1.1 This Agreement is entered into as of the 8th day of September,1986, by and between the REDEVEL- OPMENT AGENCY OF THE CITY OF REDLANDS, a public body (the "Agency"), and MOZAFAR BEHZAD, an individual, and ABBAS NASSIRIAN, an individual, 1 ,reinafter referred to as "Owner." 2. RECITALS. 2.1 The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community Redevelopment Law of the State of California (Health and Safety Code Sec- tion 33000 et seq.). The office of the Agency is located at Suite 202, Redlands Plaza, Redlands, California 92373. "Agency," as used in this Agreement, includes the Redevelop- ment Agency of the City of Redlands and any assignee of, or successor to, its rights, powers and responsibilities. 2.2 Agency is p ►sently undertaking a program under the California Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) for the redevelopment, replanning and redesign of certain noncontiguous and blighted areas within the City with stagnant, improperly utilized and unproductive land known as the Redlands Down- town Redevelopment Project ("Project") and requiring redevelopment in the interest of the health, safety, and general welfare of the people of the City of Redlands pursuant to Ordinance No. 1500 adopted by the City Council of the City of Redlands, California, on September 26, 1972, which authorizes the redevelopment of an area within the territorial limits of the City of Redlands by the Redevelopment Agency of the City of Redlands. 2.3 The Agency aesires to further effectuate the Redevelopment Plan for the Project by providing for the construction of a commercial retail center and any other lawful use consistent with City of Redlands zoning require- ments and the Redevelopment Plan provides for the participa- tion by the Owner of certain parcels of property, if the Owner of such property agrees to participate in the rede- velopment of the Project Area in conformity with the Rede- velopment Plan by entering into an Agreement with Agency to effectuate such participation. 2.4 The Owner is Mozafar Behzad, an individual, and Abbas Nassirian, an individual, whose business address is located cl BEK Engineering at 321 West State Street, Redlands, California 92373. Owner desires to construct a commercial retail center within a portion of the Project Area described herein as the "Site". Owner repre- sents that it has the necessary expertise, experience and financial capabilities to fulfill the terms and conditions -2- of this Agreement. The qualifications and identity of the Owner is of particular concern to the City and the Agency, and it is because of these qualifications and identity that the Agency has entered into this Agreement with Owner. No voluntary or involuntary successor in interest of the Owner shall acquire any rights or powers under this Agreement, except with the approval of the Agency, which approval shall not be unreasonably withheld. 2.5 The Site iE that portion of the Project Area illustrated on the Map attached hereto and incorporated herein as Attachment No. 1. The Site is legally described in the Legal Description attached hereto and incorporated herein as Attachment No. 2. In accordance with the terms and conditions of this Agreement, the Owner shall acquire the Site, excepting therefrom that portion Agency shall acquire title to the Site and shall thereafter convey the Site to the Owner. 3. TERMS. 3.1 Acquisition of Site. The Agency is in the process of acquiring the Site. The Agency agrees to, clear the surface of the Site f all buildings, structures, improvements, paving and debris which could interfere with the construction of the improvements by Owner as, contemplated by this Agreement. 3.2 Land Free of Possession. Except as otherwise provided herein, the Site shall be acquired by -3- Agency free of any possession or right of possession by any person except that of the Owner and the easements or liens of record or restrictions shown on the title policy approved by Owner. 3.3 Condition of the Site. It shall be the sole responsibility of the Owner, at the Owner's sole expense, to investigate and determine the soil conditions of the Site and the suitability of such soil conditions for the improvements to be constructed by the Owner. If the soil conditions are not in all respe,,ts entirely suitable for the use or uses to which Site Parcel No. 2 will be put, then it is the sole responsibility and obligation of the Owner to take such action as may be necessary to place the soil conditions of the Site in a condition suitable for development. 3.4 Owner's Good Faith Deposit and Purchase Price. The Owner shall, prior to or simultaneously with the execution of this Agreement by the Agency, deliver to the Agency a good faith deposit of cash or certified check (the "Deposit") satisfactory to the Agency inthe amount of THREE THOUSAND SEVEN HUNDRED FIFTY DOLLARS ($3,750.00). Such deposit shall be applied against the purchase price to be paid by Owner. The purchase price to be paid by Owner shall be Agency's actual costs of acquisition including condemna- tion expenses, relocation and clearance less $15,000. It is estimated that Agency's cost of acquisition should not exceed $75,000. -4- 3.5 Sale of Site. In accordance with and subject to all the terms, covenants and conditions of this Agreement, the Agency agrees to sell the Site to the Owner, and the Owner agrees to purchase the Site from the Agency. 3.6 Title Insurance. Agency agrees, on or before the execution and recordation of the grant deed, to furnish to the Owner, through First American Title Insurance Company, the title company, a standard form of CLTA title insurance policy to ensure Owner that it owns the Site sub- ject only to such exceptions is are consistent with this Agreement. Agency shall pay for the cost of the title policy. Said title insurance policy shall contain, at Owner's cost, such additional available endorsements and coverages as Owner may require. 3.7 Escrow. 3.7.1 Establishment of Escrow. The Agency and the Owner agree to open escrow for the conveyance of Site Parcel No. 2 with Escrow Agent on the date set forth in the Schedule of Performance. This Agreement constitutes the joint escrow instructions of the Agency and the Owner, and a copy of this Agreement shall be delivered to Escrow Agent upon the opening of escrow. The Agency and Owner agree to provide such additional instructions as shall be necessary and consistent with this Agreement. The Escrow Agent is hereby empowered to act under this Agreement and shall carry out its duties hereunder upon acceptance hereof. -5- 3.7.2 Escrow Agent. The Escrow Agent shall be Guardian Escrow, with offices located at 412 East State Street, Redlands, California 92373. 3.7.3 Responsibilities of Escrow Agent. The Escrow Agent is authorized to pay and charge the Agency and the Owner, respectively, for any fees, charges and costs payable under this section. Before such payments are made, the Escrow Agent shall notify the Agency and the Owner of the fees, charges and costs necessary to clear title and close the escrow. 3.7.4 Escrow Funds. All funds received in this escrow shall be deposited by the Escrow Agent with other escrow funds of the Escrow Agent in a general escrow account or accounts with any state or national bank doing business in the State of California. 3.7.5 Escrow Costs. The Agency shall pay in escrow to the Escrow Agent the following fees, charges and costs promptly after the Escrow Agent has noti- fied the Agency of the amount of such fees, charges and costs: (a) One-half of the escrow fee; (b) Record ig fees; (c) Notary fees; and (d) The premium for a standard CLTA form of title insurance policy to ensure Owner it has a valid fee title interest subject only to such exceptions as are con- sistent with this Agreement. -6- The Owner shall pay in escrow to the Escrow Agent the following fees, charges and costs promptly after the Escrow Agent has notified the Owner of the amount of such fees, charges and costs: (a) One-half of the escrow fee; and (b) That portion of the premium for the title insurance policy over and above the premium consistent with this Agreement. 3.7.6 Close of Escrow. Escrow shall close when Escrow Agent receives in writing from both the Agency and the Owner instructic.is to record the grant deed. 3.7.7 Amendments. Any amendment to these escrow instructions shall be in writing and signed by the Agency and the Owner. At the time of any amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. 3.7.8 Notices. All communications from the Escrow Agent to the Agency or the Owner shall be directed to the addresses and in the manner established in this Agreement for notices, demands and communications between the Agency and the Owner. Nothing in this section shall be construed to impair o• affect the rights or obliga- tions of the Agency or the Owner to specific performance. 3.7.9 Failure to Close. If this escrow is not in condition to close in the time provided in the Schedule of Performance, either party hereto, who then shall have fully performed the acts to be performed before the schedule of close of escrow, 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 termi- nate. If neither Agency nor Owner shall have fully per- formed its obligations prior to the outside closing date, no termination or demand for return shall be recognized until the ten (10) days after the Escrow Agent shall have mailed copies of such demand to the other party or parties at the address of its or their princ:.gal place or places of busi- nesses. If objections are raised within the 10-day period, the Escrow Agent is authorized to hold all money, papers and documents until instructed by mutual agreement of the par- ties 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. 3.8 Development of the Site. Agency acknowl- edges that the Owner is acquiring the Site with the intent to combine it with an adjacent parcel and to construct a commercial retail center on the Site and any other lawful uses consistent with City of Redlands zoning requirements. Although not obligated to do so, this Agreement does not preclude the Owner from constructing additional structures or buildings at a later date. 3.9 Scope of Development and Construction of Public Improvements. The Owner will improve the Site and its adjacent parcel (approximately 32,000 square feet) by constructing a fully landscaped thirteen thousand (13,000) plus or minus square foot office and retail center to include approximately forty-two (42) parking spaces. Attachment No. 1 illustrates the Site Plan. The Site shall be graded to allow for proper drainage, paved, lighted and landscaped according to the City of Redlands Municipal Code and zoning requirements and the development standards of the Redevelopment Agency of the C;"y of Redlands. All on- and off -site public utilities shall be installed at the Owner's sole cost and expense with the exception of a new storm drain which is to traverse the Site. Owner agrees to contribute $29,077.50 in cash to Agency toward the cost of the storm drain project. Such contribution shall be made to Agency pursuant to the time set forth in the Schedule of Performance. 3.10 Possession of the Site. Possession of Site shall be delivered to Owner at the times set forth in the Schedule of Performance. Prior to that date, Owner, its agents and representatives shall have the right of access to the Site at all reasonable tim, ; provided Agency has legally obtained such access rights for the purpose of obtaining data and making surveys and tests as necessary to carry out the intent of this Agreement. The Agency has obtained -9- ownership of the site. Owner shall hold Agency harmless for any injury or damage arising out of any activity of Owner, its agents or representatives. Agency shall provide Owner with copies of all reports, studies, surveys and other data and information the on Site which are now or hereafter become available to Agency. Any work undertaken on the Site by' the Owner prior to possession shall be done only after written consent of the Agency and at the sole expense of the Owner. Copies of data, surveys and tests obtained or made by the Owner on the Site shall be filed with the Agency. Any preliminary work by the Owner shall be undertaken only after securing any necessary permits from the appropriate governmental agencies. 3.11 Cost of Construction. The cost of developing and constructing all on -site and off -site improvements shall be borne by Owner, except for work to be performed by Agency as expressly set forth in this Agreement. 3.12 Permits. Within the times set forth in the Schedule of Performance, Owner shall apply for, and diligently pursue, such permits as may be required in order to allow it to construct the PI ject. Agency shall join and cooperate with the Owner, to the extent required in all such applications, in an attempt to secure the same as expedi- tiously as possible. In the event that Owner is unable to -10- obtain the permits required to construct the Project, then this Agreement shall terminate, and the Agency shall have the right to re-enter the Project Area. 3.13 Construction. Upon obtaining appro- priate permits required in order to construct the Project, Owner shall commence construction thereof in accordance with the Schedule of Performance. All work of construction shall be performed in a first-class workmanlike manner using materials and workmanship of good quality. All activities related to the work of construction shall be insured as provided herein and shall be the subject of indemnification in accordance with the terms of this Agreement. 3.14 Delays. Owner shall use reasonable diligence to bring the work of constructing the Project to completion as expeditiously as possible. Agency acknowl- edges, however, that work of construction can be delayed as the result of strikes, walkouts, labor disputes, boycotts, acts of God, governmental interference with or rationing of various materials or supplies or the shipment thereof, shortages of essential materials or supplies due to market conditions and other circumstances beyond Owner's reasonable control. 3.15 Agency and City Rights of Access During Construction. Representatives of Agency shall have a rea- sonable right of access to the Project Area without charge or fee, at normal construction hours during the period of -11- construction, for the purpose of this Agreement, including, but not limited to, the inspection of the work being per- formed in constructing the Project. Agency shall indemnify and hold Owner harmless from any and all loss or damage incurred by Owner in connection with the exercise by Agency and City of the right of access provided for herein. 3.16 Local, State and Federal Laws. Owner shall carry out the construction of the Project in confor- mance with all applicable laws, including all applicable federal and state labor standards. 3.17 Antidiscrimination During Construction. Owner, for itself and its su :essors and assigns, agrees that in the construction of the Project it will not discrim- inate against any employee or applicant for employment because of race, color, marital status, age, religion, sex, handicap, national origin or ancestry. 3.18 Certificate of Completion. Promptly after completion of all construction and development to be completed by Owner on the Site, Agency shall furnish the Owner with a Certificate of Completion, substantially in the form of Attachment No. 4, upon written request therefor by Owner. The Certificate of Completion shall be issued by the Agency when the Project (or any portion thereof if a partial Certificate of Completion is r(_luested) has been constructed and completed in accordance with this Agreement. Agency shall not unreasonably withhold any such Certificate of -12- Completion. Such Certificate of Completion shall be, and shall so state that it is, a conclusive determination of satisfactory completion of the construction required by this Agreement and of full compliance with the terms hereof with respect thereto. If Agency fails or refuses to furnish a Certi- ficate of Completion for the Project after written request from Owner, Agency shall, within ten (10) working days of the date of the written request, provide Owner with a written statement of the reasons why Agency has failed or refused to furnish such Certificate of Completion. The statement shall also contain A.ancy's opinion of the action that must be taken to obtain such Certificate of Comple- tion. If the reason for such refusal is confined to the immediate availability of specific items of materials for landscaping, Agency shall issue a Certificate of Completion upon the posting of a bond or depositing with Agency of an amount representing the estimated cost of the work not yet completed. A Certificate of Completion, as used here- under, shall not constitute evidence of, compliance with, or satisfaction of any obligation of Owner to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the Project, or an part thereof, nor shall such Certificate of Completion be deemed to be a Notice of Com- pletion as referred to in California Civil Code Section 3093. -13- 3.19 Use of the ite The Owner covenants and agrees for itself, its successors, its assigns and every successor in interest that during construction and there- after, the Owner, such successors and such assigns shall devote the Site for uses related to commercial retail activities and any other lawful uses consistent with City of Redlands zoning requirements. 3.20 Obligation to Refrain From Discrimi- nation. There shall be no discrimination against, or segre- gation of, any persons, or group of persons, on account of sex, sexual orientation, race, color, creed, marital status, age, religion, handicap, national origin or ancestry in the enjoyment of the Site nor shall the Owner itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with 'reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Project Area or any portion thereof. 3.21 Form of Nondiscrimination and Nonsegre- gation Clauses. The Owner shall refrain from restricting the rental, sale or lease of the Project Area or any portion thereof, on the basis of sex, sexual orientation, race, age, religion, handicap, marital status, color, creed, ancestry or national origin of any pers, i. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: -14- 3.21.1 In seeds. The grantee herein convenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no dis- crimination against, or segregation of, any person or group of persons on account of sex, sexual orientation, race, age, religion, handicap, marital status, color, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein con- veyed, nor shall the grantee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference I:. the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Project Area herein referred to. The foregoing covenants shall run with the Site. 3.21.2 In Leases or Subleases. The lessee herein convenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following con- ditions: There shall be no discrimination against, or segregation of, any person or group of persons on account of sex, sexual orientation, r,:e, color, creed, age, reli- gion, handicap, marital status, national origin or ancestry, -15- in the leasing, subleasing, t:—nsferring, use or enjoyment of the land herein leased, nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selec- tion, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land herein leased. 3.21.3 In Contracts. There shall be no discrimination against, or segregation of, any person, or group of persons, on account of sex, sexual orientation, race, color, creed, age, religion, handicap, marital status, national origin or ancestry : the sale, lease sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or herself, or any person claiming under or through them, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occu- pancy of tenants, lessees, subtenants, sublessees or vendees of the land. 3.22 Landscaping and Maintenance of the Site. The Owner shall maintain the improvements, the parking facilities and landscaping in a good condition and shall keep the Site free from any accumulation of debris or waste materials. The Owner : all also maintain the land- scaping in a healthy condition. -16- If, at any time, Owner fails to maintain the landscaping and the condition i not corrected after expira- tion of five (5) days from the date of written notice from the Agency, either the Agency or the City may perform the necessary landscaping maintenance, and Owner shall pay such costs as are reasonably incurred for such maintenance. 3.23 Effect and Duration of Covenants. After completion of the improvements and issuance of the Certifi- cate of Completion all of the terms, covenants, agreements or conditions set forth in this Agreement shall cease and terminate, excepting only the following provisions which shall survive as follows in accordance with their provi- sions: (a) The uses shy-.1 remain in effect until the termination date of the Redevelopment Plan, as such Plan may be amended from time to time by proper amendment thereto. (b) Anti -discrimination clauses shall remain in effect in perpetuity. (c) Sections relating to Defaults and Reme- dies shall remain in effect to the extent necessary to enforce other provisions of this Agreement to the extent such have survived. (d) Section relating to landscaping and main- tenance shall remain in effect until the termination date of the Redevelopment Plan. 3.24 Defaults and Remedies. 3.24.1 Def-ult. The following events shall constitute an Event of Default under this Agreement: (a) Failure by a party to perform any term of provision of this Agreement within the time provided herein or in the Schedule of Performance. (b) Material breach of any covenant, warranty or agreement contained in this Agreement. 3.24.2 Notice. In the event of any breach or any default under this Agreement, the injured party shall give written notice of the default to the party in default, specifying the nature of the default. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it cl`nge the time of default, nor shall it operate as a waiver of any rights or remedies of the injured party, but the injured party shall have no right to exercise any remedy hereunder without giving prior written notice of default as provided herein. 3.24.3 Cure Period. The injured party shall have no right to exercise a right or remedy hereunder unless such event of default continues uncured for a period of thirty (30) days after notice thereof, or, where the default is of a nature which cannot be cured within thirty (30) days, the defaulting party fails to commence such cure within thirty (30) days and diligently proceeds to complete the same. If the default is not cured, or commenced to be cured, by such party within thirty (30) days of service of the notice of defa4_t, the nondefaulting party, at its option, may institute an action for specific perfor- mance of the terms of this Agreement. 3.24.4 Rights and Remedies. In the event of default and after expiration of the cure period provided herein or by law, the injured party shall have all rights and remedies against the defaulting party as may be available at law or in equity. Such rights and remedies are cumulative, and the exercise of one or more of such rights or remedies shall not preclude the exercise, at the same or different times, of any other rights or remedies for the same default or any other defat'1t by the defaulting party. 3.25 Legal Actions. 3.25.1 Venue. Legal actions must be instituted in the Superior Court of the County of San Bernardino, State of California, in an appropriate municipal court in that County, or in the Federal District Court in the Central District of California. 3.25.2 Service of Process. (a) Service of process on the Agency shall be made by personal service upon the Chairman, Execu- tive Director or Secretary of Agency, or in such other manner as may be provided by law. (b) Service of process on the Owner shall be made in such manner as may be provided by law, whether made within or without he State. 3.26 Rights of Termination. 3.26.1 Termination. In addition to the remedies the parties may have at law or in equity, the parties shall have the following rights of termination. Except as set forth specifically in this Section, upon term- ination of this Agreement, neither party shall have further rights or obligations to the other party hereunder, except for the right to sue for damages. 3.26.2 Termination by Owner. Owner shall have the right to terminate this Agreement after a period of thirty (30) days following written notice within which to cure if the Agency is Anable to fulfill its obliga- tions under this Agreement for acquisition of the Site, demolition, site clearance and possession in the manner and condition provided for in this Agreement. 3.26.3 Termination by Agency. Agency may terminate this Agreement upon the following events and after a period of thirty (30) days following written notice within which to cure: (a) If Owner improperly assigns or attempts to assign this Agreement (or any rights therein) of the Site or portions thereof (or any rights therein) in vio- lation of this Agreement. -20- (b) If, upon satisfaction of all con- ditions precedent and concurrent to Owner's obligation to perform under this Agreement, Owner fails to perform any of its obligations hereunder. 3.27 No Brokers. Each party represents to the other that it has not used the services of any person, firm or entity, or had contact with the other through the offices of any such person, firm or entity, sufficient to support a claim to a finder's fee or real estate brokerage commission by reason of such contact. Each party shall hold and save the other harmless of and from any and all lost cost, damage, injury or expense arising out of, or in any way related to, claims for real estate brokerage commissions or finder's fees based upon contact, or alleged contact, authorizations, or alleged autl rizations, received from the indemnifying party as the basis for such claim to commission or fee. 3.28 Notices. Any notices required to be given hereunder shall be given in writing and either served personally or mailed, United States certified mail, return receipt requested, postage prepaid, and addressed to the parties as follows: To Agency: Redevelopment Director Redevelopment Agency City of Redlands Suite 202, Redlands Plaza Redlands, California 92373 To Owner: Mozafar Behzad Abbas Nassirian c/o BEK Engineering 321 West State Street Redlands, California 92373 The foregoing addresses may b changed by notice given as above provided. 3.29 Attorneys' Fees. If either party should retain counsel in order to enforce the provisions hereof or to obtain a declaration of rights hereunder, then the pre- vailing party in any such controversy shall be entitled to receive its attorney fees, in addition to its court costs, and such other judgment as may be awarded or paid to it. 3.30 Conflict of Interest. No member, offi- cial or employee of the Agency shall have any direct or indirect interest in this Agreement nor participate in any decision relating to the Agreement which is prohibited by law. 3.31 Warranty Against Payment of Considera- tion for Agreement. The Owner warrants that it has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. 3.32 Enforced Delay: Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lockouts; riots; floods, earthquakes; fires; casualties; acts of God; acts of the -22- public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, mate ials 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; any abnormal delay in issuance of the per- mits; or any other cause beyond the control or without the fault of the party claiming an extension of time to per- form. An extension of time for any such cause shall only be for the period of the enforced delay, which period shall commence to run from the time of the commencement of the cause. If, however, notice by the party claiming such extension is sent to the other party more than thirty (30) days after the commencement of the cause, the period shall commence to run only thirty (3C 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 Owner. 3.33 Nonliability of Agency Officials and Employees. No member, official or employee of the Agency shall be personally liable to the Owner, or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Owner or successor or any obligations under the terms of this Agreement. 3.34 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reasc^ of the authorship of this Agreement or any other rule of construction which might otherwise apply. The terms hereof shall be construed and enforced in accordance with the law of the State of Cali- fornia. 3.35 Time is of the Essence. Time is of the essence of each and every provision hereof. 3.36 Entire Agreement, Waivers and Amend- ments. This Agreement integrates all of the terms and con- ditions mentioned herein, or incidental hereto, and super- sedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of .le provisions of this Agree- ment must be in writing and signed by the appropriate auth- orities of Agency or Owner, and all amendment hereto must be in writing and signed by the appropriate authorities of Agency and Owner. 3.37 Consents; Reasonableness. In the event that either Agency or Owner shall require the consent or approval of the other party in fulfilling any agreement, covenant, provision or condition contained in this Agree- ment, such consent or approval shall not be unreasonably withheld or delayed by the party from whom such consent or approval is sought. -24- 3.38 Amendment of Redevelopment Plan. Pur- suant to provisions of the Redevelopment Plan for modifica- tion or amendment thereof, the Agency agrees that no amendment which changes the uses or development permitted on the Site, or changes the restr tions or controls that apply to the Site, or otherwise affects the Site, shall be made or become effective without the prior written consent of the Owner. Amendments to the Redevelopment Plan applying to other property in the Project Area shall not require the consent of the Owner. 3.39 Amendments to This Agreement. The Owner and the Agency agree to mutually consider reasonable requests for amendments to this Agreement which may be made by any of the parties hereto, lending institutions or bond counsel or financial consultants to the Agency, provided said 'requests are consistent with this Agreement and would not substantially alter the baL..c terms included herein. 3.40 Binding Effect. The terms, covenants and conditions herein contained shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 3.41 Paragraph Headings. The paragraph head- ings used in this Agreement are for purposes of convenience only. They shall not be construed to limit or extend the meaning of any part of this Agreement. 3.42 Execution. This Agreement may be exe- cuted in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, 1 e parties hereto have exe- cuted this Agreement as of the day and year first above written. ATTEST: ecret.ry APPROVED AS T FORM: BY: ✓ 'TI d Agency Counsel REDEVELOPMENT AGENCY CITY OF REDLANDS By: By: /a.,t 4(e A() Chairman ??4,10E.'i-175-611,, OWNER B� Moz By: -21 Ab • --s- Nat L JEB0003 ATTACHMENTS TO OWNER PARTICIPATION AGREEMENT (State Street Retail Center Project) 1. Map and Plot Plan 2. Legal Description 3. Schedule of Performance 4. Certificate of Completion ATTACHMENT NO. 1 MAP AND PLOT PLAN ATTACHMENT NO. 2 LEGAL DESCRIPTION Legal Description, as allows: The land referred to in this Agreement is situated in the City of Redlands, State of California, County of San Bernardino, and is described as follows: Legal Description, as follows: That certain real property situated in the City of Redlands, County of San Bernardino, State of California, described as Lot 5, Block 2, and the East 2.5 feet of the South 60 feet of Lot 6, Block 2, Redlands Town Plat as recorded in Map Book ! page 10, Official Records of said County. JEB0003 ATTACHMENT NO. 3 SCHEDULE OF PERFORMANCE PERFORMANCE 1. Public Hearing on Agreements Agency considers adoption of Amended Agreement. 2'. Execution of Agreement and Tender Deposit (a) Agreement authorized, executed and delivered by Owner to Agency (b) Agency authorizes and executes Agreements. (c) Owner tenders deposit. 3. Agency and Owner Open Escrow 4. Agency Disposition of Site Agency shall close escrow the Site to be acquired. Owner contribution of $29,077.50to Agency for cost of storm drain. 6. Issuance of Building Permits The Owner shall apply for, and the City shall issue, building permits with respect to the Project. 7. Commencement of Construction Owner shall use best efforts to commence construction of the improvements. JEB0003 Dec. 17, 1985 Dec. 18, 1985 Dec. 18, 1985 Dec. 18, 1985 Feb. 19, 1986 on Dec. 1, 1986, or sooner Dec. 1, 1986 or concurrently with close of escrow. Dec. 1, 1986 or within 30 days of Close of escrow. Dec. 2, 1986, or within 60 days of issuance of building permit. 8. Completion of Construction Owner shall complete the construction of the improve- ments. JEB0003 Aug. 1, 1987, or within eight (8) months of commencement of construction. ATTACHMENT NO. 4 Recording Requested by and When Recorded Mail To: Redevelopment Director Redevelopment Agency City of Redlands Suite 202, Redlands Plaza Redlands, California 92373 CERTIFICATE OF COMPLETION FOR CONSTRUCTION AND DEVELOPMENT Recitals The Agency is executing this document on the basis of the following facts, understandings and intentions: WHEREAS, by a First Amended Disposition and Development Agreement dated December , 1985, by and between the REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS (a public body, corporate and pol`tic, hereinafter referred to as the "Agency") and MOZAFAR BEHZAD, an individual, and ABBAS NASSIRIAN, an individual (hereinafter collectively referred to as the "Owner"), the Owner has developed the Project Area and the Site legally described on the attached Exhibit nAn by constructing, or causing to be constructed, thereon a commercial and office complex according to the terms and conditions of said Disposition and Development Agreement; and JEB0003 WHEREAS, as referenced in the Disposition and Development Agreement, promptly after completion of all construction to be completed by the Owner upon the Site, the Agency shall furnish the Owner with a Certificate of Comple- tion upon written request therefor by the Owner; and WHEREAS, the Agreement contains a provision for the forfeiture and revesting of title in the Agency in the event that the Owner shall not have complied with the terms of the Disposition and Development Agreement pertaining to the development of, and the construction of improvements on, the Site after commencement of the Agreement and prior to recordation of the Certificate of Completion; and WHEREAS, the issuance by the Agency of the Certificate of Completion shall be conclusive evidence that the Owner has complied with the terms of the Disposition and Development Agreement pertaining to the development of, and the construction of improvements on the Site; and WHEREAS, the Owner has requested that the Agency furnish the Owner with the Certificate of Completion; and WHEREAS, the Agency has conclusively determined that the construction and development on the Site as required by the Disposition and Development Agreement has been satisfactorily completed. NOW, THEREFORE: 1. As provided in the Disposition and Development Agreement, the Agency does hereby certify that development of, and construction on, the Site has been fully and satisfactorily performed and completed, and that such devel- opment and construction is in full compliance with said Agreement. 2. The Agency's rigl_s to re-enter and revest in the title to said real property are of no further force or effect by reason thereof. 3. This Certificate of Completion shall not constitute evidence of compliance with, or satisfaction of, any obligation of the Owner to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the improvements or any part thereof. Nothing contained herein shall modify in any way any other provision of the Disposition and Development Agreement. IN WITNESS WHEREOF, the Agency has executed this Certificate this day of , 1987. REDEVELOPMENT AGENCY CITY OF REDLANDS By: ATTEST: Secretary, Redevelopment Agency City of Redlands -3- Chairman JEB0003 AMENDMENT TO FIRST AMENDED DISPOSITION AND DEVELOPMENT AGREEMENT (State Street Retail Center Project) THIS AMENDMENT TO FIRST AMENDED DISPOSITION AND DEVELOPMENT AGREEMENT ("Amendment") is made on this 13th day of April 1987, by and between the REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS (the "Agency"), a public body, corporate and politic, and MOZAFAR BEHZAD and ABBAS NASSIRIAN (collectively the "Owner"), with reference to the following: RECITALS: 1. On September 8, 1986,.the Agency and the Owner entered into a First Amended Disposition and Development Agreement (the "DDA") for the purpose of implementing the Redevelopment Plan for the Redlands Redevelopment Project in the City of Redlands by providing for the development of a commercial retail center to be included within the boundaries of the Project Area. 2. The parties now desire to amend the DDA as herein- after set forth. NOW, THEREFORE, the Agency and the Owner agree to amend the DDA in the following particulars only: 1. Section 3.4, Owner's Good Faith Deposit and Purchase Price, on page four of the DDA, shall be amended by adding the following at the end thereof: "Notwithstanding the foregoing, the purchase price to be paid by Owner to the Agency for the Site shall not include $10,000.00 in charges for relocation of occupants at 320 West State Street, nor .$4,400.00 in charges for relocation assistance provided by the Agency to Mary Guzman." 2. The fifth and sixth sentences of Section 3.9, Scope of Development and Construction of Public Improvements, on page nine of the DDA which require the Owner to contribute $29,077.50 in cash to the Agency to cover a portion of the cost of a storm drain project are hereby deleted. Further, Item 5 of the Schedule of Performance (Attachment No. 3) referencing such contribution is hereby deleted. 3. :Section 3.9 on page nine of the DDA shall be further amended by adding the following at the end thereof: "Notwithstanding the foregoing, the Agency agrees to reimburse Owner for not more than a total of $46,250.00 to cover all or a portion of the actual costs of providing A. C. Paving, a Storm Drain System, and Off -site Concrete, as set forth in a Bid Cost Breakdown dated December'4, 1986, from Robert H. Schuler, Inc. to Mozafar Behzad, a copy of which is attached hereto as Attachment No. 5. Further, the Agency agrees to reimburse Owner for the cost of off -site paving beyond curb and gutter, if required, and for the removal of Southern California Edison's power poles, guide - wires, telephone poles, other city street lights and fire hydrant relocation, if required. In no - 2 - event shall the Agency expend more than $30,000.00 toward such paving and utility relocation costs." 4. The Schedule of Performance attached to the Agreement as Attachment No. 3 shall be modified and replaced by a Revised Schedule of Performance which is attached to this Amendment as Exhibit "A". Those items which have been completed as of the date of this Amendment will be indicated by the word "done" next to completed items. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written. ATTEST: -Se-efet. ry, Redevv opment City of Redlands REDEVELOPMENT AGENCY OF THE CITY OFT REDLAN'DS /44 BY: Chairperson 0' EXHIBIT "A" REVISED SCHEDULE OF PERFORMANCE PERFORMANCE 1. Public* Hearing on Agreements Agency considers adoption of Amendment to First Amended Disposition and Development Agreement April 7, 1987 2. Execution of Agreement and Tender Deposit (a) Agreement authorized, Dec. 18, 1985 done executed and delivered by Owner to Agency (b) Agency authorizes and Dec. 18, 1985 done executes Agreements. (c) Owner tenders deposit. Dec. 18, 1985 done 3. Agency and Owner Open Escrow Feb. 1.9, 1986 done 4. Agency Disposition of Site Agency shall close escrow on April 15, 1987, w' the Site to be acquired. or sooner 5. Issuance of Building Permits The Owner shall apply for, Within 30 days and the City shall issue, after close of building permits with escrow respect to the Project. 6. Commencement of Construction Owner shall commence Within 30 days construction of the after close improvements. of escrow 7. Completion of Construction Owner shall complete the construction:of the improvements. Within 190 days after commencement of construction.