HomeMy WebLinkAbout2000-065
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RESOLUTION NO.
2000-65
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL
APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN
AMENDMENT TO THE COMMUNITY DEVELOPMENT BLOCK
GRANT (CDBG) LOAN AGREEMENT BY AND BETWEEN THE CITY
OF SAN BERNARDINO AND INLAND VALLEY DEVELOPMENT
AGENCY (IVDA)
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SECTION 1. The City of San Bernardino (the "City") through its Economic
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Development Agency ("Agency") is responsible for carrying out economic development and
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redevelopment activities through the implementation of its Community Development Block
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Grant (CDBG) Program and is authorized to provide under its Consolidated Plan and federal
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regulations economic development loans for the purpose of creating or retaining low and
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moderate income jobs for the community; and
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SECTION 2. The Inland Valley Development Agency (IVDA) is a public entity
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engaged in the implementation of a plan approved by the Secretary ofthe Air Force for the
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civilian reuse and redevelopment of portions of the lands known as the former Norton Air Force
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Base; and
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SECTION 3, IVDA has applied to the City for a loan of Community Development
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Block Grant (CDBG) funds in the amount of $120,000 for which IVDA shall use together with
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other lVDA funds to prepare, construct, rehabilitate and install certain improvements presently
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estimated to cost $155,000 of Building No. 932 in order that such commercial building shall be
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ready for occupancy and reuse by a commercial-industrial tenant under a lease/sublease
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agreement with IVDA; and
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SECTION 4, The Mayor and Common Council hereby authorize and approve the
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Amendment to the Community Development Block Grant (CDBG) Loan Agreement attached
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hereto as Exhibit "A", and incorporated herein by reference by and between the City and the
IVDA which provides an alternate means for IVDA to utilize substitute real estate collateral to
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2000-65
secure the City's loan. The Mayor is hereby authorized to execute the Amendment to the Loan
2 Agreement on behalf of the City; and
3 SECTION 5. The Mayor and City Attorney are authorized to make changes to the Loan
4 Agreement provided the changes are non-substantive in nature, and do not increase the amounts
5 provided in the Loan Agreement and this Resolution.
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2000-65
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL APPROVING
AND AUTHORIZING THE MAYOR TO EXECUTE AN AMENDMENT TO
THE COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) LOAN
AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO
AND INLAND VALLEY DEVELOPMENT AGENCY (IVDA)
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I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
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Common Council of the City of San Bernardino at a joint regular
meeting
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thereof, held on the 20th day of Karch , 2000, by the following vote to wit:
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Council Members: Ayes Nays Abstain Absent
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ESTRADA X
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LIEN ----1L
10 MCGINNIS X
11 SCHNETZ X
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SUAREZ X
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ANDERSON X
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MILLER X
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~.<-<'~{. lJ CL.~A-/o,-
City lerk
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The foregoing resolution is hereby approved this .:;h;- day of Karch
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,2000,
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Approved as to form and Legal Content:
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James F. Penman
City Attorney
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AMENDMENT TO THE 2000 CITY OF SAN BERNARDINO
COMMUNITY DEVELOPMENT BLOCK GRANT LOAN AG~..C\T'( CLEH~
(INLAND VALLEY DEVELOPMENT AGENCY: BUILDING Wbv~'932)
'00 APR 12 Pl :32
THIS AMENDMENT to the 2000 City of San Bernardino Community
Development Block Grant Loan Agreement (~Amendment No.1") is dated
as of March __, 2000, by and between the Inland Valley Development
Agency (the ~BORROWER") and the City of San Bernardino (the ~City")
and is entered into with respect to the following facts:
--RECITALS--
The City and the BORROWER have each previously approyed and
authorized the execution of that certain agreement entitled ~2000
Ci ty of San Bernardino Community Development Block Grant Loan
Agreement (Inland Valley Development Agency Building NO. 932)".
Such loan agreement is referred to in this Amendment No. 1 as the
~LOAN Agreement"; and
WHEREAS, the LOAN Agreement provides for the City to loan to
the BORROWER an amount not to exceed One Hundred Twenty Thousand
Dollars ($120,000.00), subject to certain terms and conditions,
including without limitation the grant by the BORROWER of a first
mortgage lien security interest in favor of the City in the lands
owned by the Agency referred to in the LOAN Agreement as ~Parcel
F-2" as security for the repayment by the BORROWER of the LOAN from
the City.
NOW THEREFORE, IN CONSIDERATION OF THE PROMISES OF THE PARTIES
SET FORTH IN THIS AMENDMENT NO.1, THE CITY AND THE BORROWER HEREBY
AGREE AS FOLLOWS:
Section 1. In addition to the usage of the terms and
phrases set forth in the Recitals of this Amendment No.1, the
definitions of other words and phrases as used in this Amendment
No. 1 shall be the same as provided in the LOAN Agreement unless
the specific context of usage of such word or phrase in this
Amendment No. 1 may otherwise require. The text of the LOAN
Agreement is incorporated into this Amendment No. 1 by this
reference.
Section 2. Concurrently with the approval of this
Amendment No. 1 by the Common Council of the CITY, the Common
Council has received a CITY staff report, which generally sets
forth the purpose of this Amendment No.1 to the LOAN Agreement.
This Amendment No. 1 as requested by the BORROWER (the Inland
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2000-65
Valley Development Agency as the ~BORROWER" under the LOAN
Agreement), is deemed necessary and appropriate by the CITY and the
BORROWER in order to provide the BORROWER with an election, which
may be exercised by the BORROWER at the time of LOAN Closing, to
ei ther pledge all of Parcel F to the CITY as part of the LOAN
collateral under the Deed of Trust or to pledge Building 932 to the
CITY as part of the LOAN collateral under the Deed of Trust;
provided that at this time of LOAN Closing, the BORROWER has
obtained fee title interest in the lands and improvements referred
to as ~Building No. 932" from the Air Force (an approximately 4.85
acre, more or less, portion of former Norton Air Force Base Parcel
I-3 as more particularly described in Exhibit ~A-l" attached to
this Amendment No.1) and that certain other conditions as set
forth in the LOAN Agreement, as modified by this Amendment No. 1
are also satisfied. If at the time of LOAN Closing the BORROWER
has pledged Parcel F to the CITY under the Deed of Trust and
thereafter the BORROWER may wish to transfer fee title in Parcel F
to a third party, such as the San Bernardino International Airport
Authority for public airport purposes, the BORROWER may substitute
the Parcel F collateral with a pledge to the CITY of Building No.
932 under a substitute deed of trust; provided that at the time of
such substitution of collateral for the LOAN the BORROWER owns the
fee title interest in Building No. 932 and has satisfied the other
conditions in favor of the CITY as set forth in the LOAN Agreement,
as modified by this Amendment No.1.
Section 3. Section I.e., of the LOAN Agreement is hereby
amended to read as follows:
~e. Collateral:
At the time of LOAN Closing, the Note shall be secured by:
(i) a deed of trust on the property located at 195-199
North Del Rosa Drive, San Bernardino, California
(APN 136-341-011 and APN 136-341-015) also referred
to former Norton Air Force Base Parcel ~F" (the
~Property"); or
(ii) Building No. 932, including the collateral
assignment of the sublease by and between the
BORROWER and Astrofab, Inc., to the CITY; provided
that the conditions described in the following
subparagraphs (A) and (B) satisfied at the time of
initial disbursement of the proceeds of the LOAN:
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(A) the BORROWER owns the fee title interest in
Building No. 932 and has obtained a
certificate of subdivision compliance from the
CITY approving the legal description of
Building No. 932, and
(B) the BORROWER has delivered a written appraisal
report to the CITY prepared by an appraiser
who is a MAl or ASA qualified real estate
appraiser which appraisal report indicates a
value for Building No. 932 which is not less
than four (4) times the amount of the LOAN;
and if applicable
(iii) if at the time of LOAN Closing the BORROWER
executes the Deed of Trust affecting Parcel ~F",
the BORROWER shall also deliver to the CITY the
beneficial economic assignment of the sublease of
Building No. 932 by and between the BORROWER and
Astrofab, Inc., substantially in the form as
Exhibit ~E" to the LOAN Agreement.
The form of the deed of trust under either (i), above
(affecting the Property/Parcel F) or (ii), above affecting
Building No. 932, is Exhibit ~D" to the LOAN Agreement.
A CTLA Lender's policy of title insurance in favor of the CITY
under (i) or (ii), above, is required as more particularly
described in Section 15.b.(4) and Section 17."
Section 4. Section 1. g. (4) (a) of the LOAN Agreement is
hereby amended to read as follows:
~(a) If following the initial disbursement of the proceeds of
the LOAN to BORROWER at the time of the LOAN Closing
there is a change in the BORROWER'S ownership or control
of:
(i) the Property/Parcel F, if the BORROWER has pledged
the Property/Parcel F to the CITY under the Deed of
Trust; or
(ii) the Project, if the BORROWER has pledged Building
No. 932 to the CITY under the Deed of Trust;
provided however, an amendment or assignment of the
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sub1ease of Bui1ding No. 932 by and between
Astrofab, Inc., and the Agency which does not
materia11y and adverse1y change the terms of such
sub1ease sha11 not be deemed to be a change in the
BORROWER'S ownership or contro1 of Bui1ding No. 932
under this subsection (a) (ii), if app1icab1e;"
Section 5.
read as follows:
Section 5 of the LOAN Agreement is amended to
~5. DULY AUTHORIZED
The making and performance by BORROWER of the LOAN and
the execution and de1i very of NOTE, Deed of Trus t,
(affecting the Property/Parce1 F or Building No. 932, as
app1icab1e) the Beneficia1 Economic Assignment of the
Sub1ease, if app1icab1e, the Environmenta1 Indemnity and
any security agreement{s) and other instrument(s) have
been du1y authorized by a11 necessary action and wi11 not
vio1ate any 1aw, ru1e, regu1ation, order, writ, judgment,
decree, determination or award present1y in effect having
app1icabi1ity to BORROWER or resu1t in a breach of any
credit agreement or instrument to which BORROWER is a
party or by which its assets may be bound or affected."
Section 6. Section 15. b. (3) of the LOAN Agreement is
amended to read as follows:
~(3) The Deed of Trust (affecting either the Property/Parce1
F or Bui1ding No. 932, as app1icab1e) is du1y authorized,
executed and de1ivered and when fu11y executed and du1y
fi1ed and recorded is a va1id and binding commitment of
BORROWER enforceab1e in accordance with its terms;"
Section 7. Section 15. b. (4) of the LOAN Agreement is
amended to read as follows:
(4) (A) If at the time of LOAN C10sing the BORROWER has p1edged
the Property/Parce1 F to the CITY under the Deed of
Trust, the security interest of the CITY in the
Property/Parce1 F sha11 be subject to:
(a) Nonde1inquent taxes and assessments;
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(b) Such other exceptions to tit1e in the Property as
have been approved by the CITY; provided, however
upon the approva1 of Amendment No. 1 to the LOAN
Agreement, the CITY agrees to accept and approve
the fo11owing exceptions to tit1e in the Property
as disc10sed in Orange Coast Tit1e Company
pre1iminary tit1e report number 5-128368-9, dated
December 17, 1999, identified as Exceptions Nos.
12, through 19, inc1usive, and Exceptions Nos. 23,
24 and 25; and
The Beneficia1 Economic Assignment of the Sub1ease is
du1y authorized, executed and de1ivered and is a va1id
and binding commitment of the BORROWER, subject on1y to
the rights of the Secretary of the Air Force under the
EDC Agreement.
(B) If at the time of LOAN C10sing the BORROWER has p1edged
the Building No. 932 to the CITY under the Deed of Trust,
the security interest of the CITY in Bui1ding No. 932
sha11 be subject to:
(a) Nonde1inquent taxes and assessments;
(b) The covenants and restrictions inc1uded in the Air
Force Quitc1aim Deed whereby the fee interest of
the Air Force in Bui1ding No. 932 is transferred to
the lVOA and such other exceptions to ti t1e in
Bui1ding No. 932 as sha11 be subject to the
approva1s by the CITY in its reasonab1e discretion
upon its receipt of a pre1iminary title report for
Building No. 932."
Section 8. The text of Section 15. b. (5) of
Agreement is hereby stricken and in place thereof an
notation is added to read as follows:
the LOAN
editorial
~(5) [TEXT MODIFIED BY SECTION 7 OF AMENDMENT NO.1 TO LOAN
AGREEMENT TO CONFORM TO LOAN CLOSING ELECTION OF THE
AGENCY TO PLEDGE EITHER THE PROPERTY/PARCEL F OR BUILDING
NO. 932 TO THE CITY UNDER THE DEED OF TRUST]"
Section 9. The text of Section 16 of the LOAN Agreement is
hereby amended to read as follows:
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~16. SPECIAL OPTION OF CITY TO CAUSE BORROWER TO DELIVER DEED
OF TRUST TO CITY AFFECTING BUILDING NO. 932
If at the time of LOAN Closing the BORROWER delivers the
Deed of Trust affecting Parcel F to the CITY, the CITY
shall have the right but not the obligation at any time
after LOAN Closing to cause the BORROWER to deliver a
deed of trust in favor of CITY affecting Building No. 932
as security for the LOAN as follows:
(1) at any time after BORROWER obtains fee title
interest in Parcel I-3 and/or Building No. 932
from the Air Force under the EDC Agreement the
CITY may give BORROWER a written notice which
references this Section 16 and states the
election of CITY to cause the BORROWER to
secure the LOAN with a deed of trust in
Building No. 932;
(2) within sixty (60) days following receipt of
such notice from the CITY the BORROWER shall
cause the appraisal report and the lender's
policy of title issuance and a substitute deed
of trust affecting Building No. 932 in
recordable form to be delivered to the CITY
all as provided in Section 1.e., as if at the
time of LOAN Closing the BORROWER had
originally delivered a deed of trust to the
CITY under Section 1.e. (ii) ;
(3) promptly following the recordation of the deed
of trust in favor of CITY described in
subparagraph (2) , above, the CITY shall
release and reconvey its deed of trust
security interest in Parcel "F" to the
BORROWER;
(4) BORROWER shall be responsible for paying for
all costs and expenses associated with the
exercise by the CITY of its right under this
Section 16 to cause the deed of trust
collateral for the LOAN to be secured by
Building No. 932."
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Section 10.
follows:
Section 17 is hereby amended to read as
~17. TITLE INSURANCE
BORROWER shall have secured a CLTA lender's policy of
title insurance insuring CITY in the form issued by a
title company satisfactory to CITY, in the amount of the
LOAN secured either by the Deed of Trust affecting the
Property/Parcel F as provided in Section lS.b. (4) (A) or
the Deed of Trust affecting Building No. 932 as provided
in Section 15. b. (4) (B), as applicable."
Section 11. Section 37 and Section 38, of the LOAN
Agreement are hereby amended to read as follows:
~37. ENCUMBRANCE OF THE PROPERTY/PARCEL F OR BUILDING NO. 932
After the LOAN Closing the BORROWER shall not create or
suffer to exist any mortgage, pledge, lien, charge,
judgment or other encumbrance not shown on the policy of
title insurance:
(i) on the Property/Parcel F except for leases
affecting the Property/Parcel F as provided for by
the Deed of Trust without first obtaining written
approval from CITY, if at the time of LOAN Closing
the Property/Parcel F is pledged to the CITY under
the Deed of Trust; provided, however that the entry
of a final judgment in favor of the beneficiary or
holder of an equitable interest in Parcel F
identified in any of the exceptions to title in
Parcel F described in Section lS.b. (4) (A) (b) shall
be deemed to be a breach of this covenant of the
BORROWER in favor of the CITY unless such a
judgment is satisfied by the BORROWER; or
(ii) on Building No. 932 except for leases affecting
Building No. 932 as provided for by the Deed of
Trust without first obtaining written approval from
the CITY, if at the time of LOAN Closing Building
No. 932 is pledged to the CITY under the Deed of
Trust.
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38. SALE OR TRANSFER OF PROPERTY/PARCEL F OR BUILDING NO. 932
Until such time as the LOAN is repaid in full to the CITY
BORROWER shall not sell, convey, or suffer to be
conveyed, leased, assigned, transferred or otherwise
dispose of the Property/Parcel F or Building No. 932
unless approved in writing by CITY."
Section 12. Section 49 of the LOAN Agreement is hereby
amended to read as follows:
~49. ADVERSE IMPACT ON MARKETABLE TITLE OF SECURITY
If BORROWER permits the recording of any lien or
encumbrance upon the Property/Parcel F or Building No.
932, as pledged to the CITY under the applicable form of
the Deed of Trust, which in the sole opinion of the CITY
adversely impacts the marketable title to such security,
BORROWER shall be in default under this LOAN Agreement if
such lien or encumbrance is not removed or a corporate
surety bond or other undertaking is delivered by the
BORROWER in a form and principal amount satisfactory to
the CITY within thirty (30) days of initial recordation."
Section 13. Paragraph 2 of
Agreement (Loan Disbursement Approval
to read as follows:
Exhibit ~C" of the LOAN
Procedure) is hereby amended
~2. (a) The CITY shall make the initial disbursement of the
proceeds of the LOAN to the BORROWER within ten (lO) days
following receipt of a completed written request for LOAN
disbursement and confirmation by the Executive Director of the
Economic Development Agency of the City of San Bernardino, or
designee, that all of the following have been satisfied:
A) each of the following have been fully executed by
the BORROWER:
i) Note;
ii) (a) Deed of Trust(Parcel F) or if applicable
(b) Deed of Trust (Building No. 932);
iii) Environmental Indemnity Agreement;
iv) Beneficial Economic Assignment of the Sublease
for Building No. 932 if Deed of Trust (Parcel
F) under (ii) (a), above;
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B) the BORROWER has delivered the opinion of its legal
counsel as set forth in Section 15.b., of the LOAN
Agreement;
C) the BORROWER has provided the CITY with a CTLA
lender's policy of title insurance in the principal
amount of the LOAN in the form required by Section
15.b. (4) of the LOAN Agreement for either Parcel F
or Building 932, as applicable;
D) the BORROWER has provided the CITY with written
evidence of insurance coverage as required by
Section 35 of the LOAN Agreement;
E) the BORROWER has provided the CITY with a true and
correct copy of the fully executed sublease
agreement relating to Building 932 by and between
Astrofab, Inc. and the BORROWER, together with the
tenant financial information described at Section
1.g(14) and (15) of the LOAN Agreement;
F) if the Deed of Trust (Parcel F) is delivered to the
CITY at the time of LOAN Closing, the BORROWER
shall also provide the CITY with a copy of the
appraisal report dated May 24, 1999, relating to
Parcel ~F" and a confirming letter of the appraiser
which indicates an allocation of value for Parcel
~F" between Parcel ~F-1" and Parcel ~F-2" such that
Parcel ~F-2" has a value of not less than
$1,200,000.00; or if applicable
G) if the Deed of Trust (Building No. 932) is
delivered at the time of LOAN Closing to the CITY
the BORROWER shall also provide the CITY with a
copy of an appraisal report relating to Building
No. 932 which indicates a value for Building No.
932 which is not less than four (4) times the
LOAN."
Section 14. The staff of the Economic Development Agency of
the City of San Bernardino, in consultation with the City Attorney,
are authorized to prepare and accept conforming changes in the
various legal descriptions which accompany the exhibits to the LOAN
Agreement and the final form of the Deed of Trust to be presented
CSBO/0006/DOC/992-1
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2000-65
by the BORROWER to the CITY at the time of the LOAN Closing, so as
to implement the purpose of this Amendment No.1.
IN WITNESS WHEREOF, the authorized officer of the parties have
executed this AMENDMENT NO. 1 TO THE LOAN AGREEMENT.
BORROWER
Inland Valley Development Agency
,J-~a-uu
BY'V~
By: $'rf ~. ~.--L
Dated:
APpr~To Form:
~.
General Counsel
Dated:
/
tJ3~/ /5?CJOO
, /
CITY
'i'y O~B.ernardino
By: ~({/ .
~y, r
By4c
vt 12, t1-~____
y Clerk
roved As To Form:
7- ~
Attorney
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2000-65
EXHIBIT ~A-l"
LEGAL DESCRIPTION
OF BUILDING NO. 932
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2000-65
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AREA:
211,200
4.85
SQ FT
ACRES
OWNER
INLAND VALLEY
DEVELOPMENT AGENCY
PARCEL NO,
PARCEL 932
Hernandez, Kroone &. ABaociates, In
Consulting Civil Engineers 8< Land Surveyors
234 East Droke Drive
San Bernardino, CA 92408
DEsCRPTlaN
DATE
SLDG 932
9/ I 1/99
- ,PARCEL 932
2000-65
LEGAL DESCRIPTION
In the City of San Bernardino, County of San Bernardino, State of California, being a
portion of Parcel 10, as shown on Record of Survey 98-0019, as per map, recorded in
Book 110, Pages 51 through 53, records of said County, together with portions of vacated
streets and alleys lying within and adjacent to said blocks, described as follows:
The easterly one half of Parcel 10 per said Record of Survey.
EXCEPTING the north 140.00 feet of said parcel.
Bearings and Distances used in the above description are on the California Coordinate
System, Zone 5 (NAD-83). Multiply distances shown by 1,0000684 to obtain ground level
distances.
END OF DESCRIPTION
Signature
Dale
1- 1 '3 - 00