HomeMy WebLinkAboutR32-Economic Development Agency
ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
FROM:
Gary Van Osdel
Executive Director
SUBJECT:
(c(Q)f1(
JOINT PUBLIC HEARING - 2004
DISPOSITION AND DEVELOPMENT
AGREEMENT WITH STAN ROBBINS
AND JIM ROBBINS FOR PURCHASE
OF AGENCY PROPERTY LOCATED AT
5055 N. HALLMARK PARKWAY
DATE:
July 22, 2004
Svnoosis ofPrevioos CommlssioolCouocil/Commlttee Action(s):
On July 6, 2004, the Community Development Commission authorized Staff to negotiate a disposition and development
agreement for the sale of Agency-owned property located at 5055 N. Hallmark Parkway (APN 0266-362-12) to Jim and
Stan Robbins.
Reeommended Motioo(s):
OPEN/CLOSE PUBLIC HEARING
(Communitv Develooment Commission)
MOTION A: A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF
SAN BERNARDINO APPROVING THE SALE OF CERTAIN REAL PROPERTY BY THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO TO STAN ROBBINS AND
JIM ROBBINS, AND AUTHORIZING THE AGENCY EXECUTIVE DIRECTOR TO EXECUTE
THE 2004 DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE AGENCY AND
STAN ROBBINS AND JIM ROBBINS (5055 N. HALLMARK PARKWAY)
(Mavor and Common Council)
MOTIONB: A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO APPROVING THE SALE OF CERTAIN REAL PROPERTY BY THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO TO STAN ROBBINS AND
JIM ROBBINS (5055 N. HALLMARK PARKWAY) '_._.._...__m...
Contact Person(s):
Gary Van Osdel
Phone:
(909) 663-1044
Sixth
Project Area(s)
State College Redevelopment
Ward(s):
Supporting Data Attached: 0 StaffReporl 0 Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) 0 Letters
See Fiscal
FUNDING REQUIREMENTS Amount: $ Impact Source:
SIGNATURE:
CommissioolCouneil Notes:
A
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J1 jl (p /0/
P:WNl4-08-02 soss HaJImart Parkway SR2.doc
COM
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
Joint Public Hearin!! - 2004 Disposition and Development A!!reement with Stan Robbins and
Jim Robbins for Purchase of A!!encv Property Located at 5055 N. Hallmark Parkwav
BACKGROUND/CURRENT ISSUE:
On June 23, 1989, the Redevelopment Agency the "Agency") acquired the property located at 5055
N. Hallmark Parkway (APN 0266-362-12) (the "Property'') at a trustee sale for a total of
$266,497.76, which included an Agency Trust Deed for $82,169.99. Thus, the net cash cost to the
Agency for the actual acquisition was $184,327.77. In addition, the Agency paid off $46,815.00 in
delinquent property taxes at that time bringing the Agency's total cost of the transaction to
approximately $232,000.
The Property is zoned light industrial and consists of an 18,440 sq. ft. building situated on a 65,340
square-foot parcel of land. Subsequent to the acquisition of the Property the Agency leased space in
the building to Don's Electric (13,440 sq. ft.) and to Riverside Community College (5,000 sq. ft.). In
April of this year, Don's Electric vacated',the Property. Riverside Community College continues to
occupy the building on a month-to-month basis.
On April 1, 2004, the Agency received an appraisal report from Inland Empire Consultants, Inc., (the
"Appraiser") indicating a value of $740,000 for the Property. However, at the time of the appraisal
the Appraiser was unable to gain entry to the building by Don's Electric. Subsequently, after Dan's
Electric had relinquished the keys to the building, the Appraiser was given entry for purposes of
modifying the appraisal, if warranted. On July 1, 2004, a report from the Appraiser was received
updating his opinion of value for the Property. Based on estimated costs to perform certain
construction activities to remedy certain modifications made by Don's Electric to the building and to
restore the physical integrity of the building, the Appraiser reduced his estimate of value to $700,000.
Stan and Jim Robbins (the "Buyers") have offered to acquire the Property for its appraised value.
The Buyers propose to restore the building to its original design, reconstruct the parking and enhance
the landscaping prior to leasing to a light industrial user. There is currently a shortage of available
light industrial buildings throughout the City. The sale of the Property to the Buyers will return an
under-utilized property to its intended use (light industrial) as well as to the tax rolls, generating new
tax revenues and creating new employment opportunities.
Consequently, the attached 2004 Disposition and Development Agreement ("DDA") by and between
Agency and the Buyers has been prepared for Council and Commission consideration. The Buyers
have paid a nonrefundable deposit of $20,000 to the Agency and will pay an additional $180,000
through escrow, which together with the deposit will be applied towards the purchase price for the
Property, leaving a remaining balance of $500,000. The Agency will secure the balance of the
purchase price for the Property by holding a first trust deed and a promissory note in the amount of
$500,000. The promissory note will bear an interest rate of 6.5% per armum, based on a 25 year
amortization schedule with the balance of principal and interest due five (5) years from the close of
P:~2 50S5 Hallmark ParkwaySRl.doc
COMMISSION MEETING AGENDA
Meeting Date: 08/0212004
Agenda Item Number:
Economic Development Agency Staff Report
5055 N. Hallmark Parkway DDA
Page 2
escrow (the "maturity date"). Therefore, the Buyers will make monthly payments to the Agency in
the amount of $3,376.04 per month for 60 months until the maturity date, at which time the remaining
principal ("balloon payment") in the approximate amount of $453,728.87 will be due and payable to
the Agency.
Notice of the Joint Public Hearing was published in the San Bernardino County Sun newspaper on
the 16th, 18th and 26th of July. Agency Staff has prepared the required 33433 Sununary Report which
is on file with the Agency Secretary. The Sununary Report concludes that the disposition of the
Agency Property will assist in the elimination of blight; encourage reinvestment and redevelopment
in the State College Redevelopment Project Area; will return the Agency Property to the property tax
rolls; eliminate ongoing maintenance costs to the Agency for the Property; and create additional
employment opportunities for community residents. The Sununary Report further outlines the costs
of the proposed DDA, the value of the interest being conveyed determined at the highest and best
uses permitted under the Redevelopment Plan, and the manner in which the transaction will assist in
the elimination of blight within the Project Area.
ENVIRONMENTAL IMPACT:
None.
FISCAL IMPACT:
Based on the provisions of the DDA, the Agency will receive a $200,000 cash down payment,
monthly payments of $3,376.04 for 60 months following close of escrow and a balloon payment of
$453,728.87.
RECOMMENDATION:
That the Community Development Commission and Mayor and Common Council adopt the attached
Resolutions.
P:\AH\04-08-02 5055 HaIlmad Parkway SR2.00c
COMMISSION MEETING AGENDA
Meeting Date: 08/02/2004
Agenda Item Nnmber:
1
RESOLUTION NO.
A RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING
THE SALE OF CERTAIN REAL PROPERTY BY THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
TO STAN ROBBINS AND HM ROBBINS, AND AUTHORIZING THE
AGENCY EXECUTIVE DIRECTOR TO EXECUTE THE 2004
DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE
AGENCY AND STAN ROBBINS AND nM ROBBINS (5055 N.
HALLMARK PARKWAY)
2
3
4
5
6
7
8
WHEREAS, the Community Development Commission of the City of San Bernardino
9
(the "Community Development Commission") is the governing board of the Redevelopment
10
Agency of the City of San Bernardino (the "Agency"); and
WHEREAS, the Agency Property is located at 5055 N. Hallmark Parkway within the
11
12
State College Redevelopment Project Area and is improved with an approximately 18,440
square-foot industrial building; and
13
14
WHEREAS, an appraisal of the Agency Property was performed in July 2004 by Inland
15
Empire Consultant, Inc. (the "Appraiser"); and
16
WHEREAS, according to the report dated July 2004 (the "Agency Appraisal Report"),
17
prepared by the Appraiser, the fair market value of the Agency Property is $700,000; and
WHEREAS, Stan Robbins and Jim Robbins (the "Buyers") have offered to acquire the
18
19
Agency Property for the fair market value of $700,000; and
20
WHEREAS, the Agency intends to enter into the Disposition and Development
21
Agreement (the "DDA") pursuant to which the Agency proposes to sell the Agency Property to
the Buyers for the fair market value of $700,000; and
22
23
WHEREAS, pursuant to Section 15301 of the CEQA Guidelines, the sale of the
Agency Property, as identified in the DDA, is a Class I categorical exemption under the CEQA
24
25
Guidelines as there will be no expansion of use of the Agency Property by the Buyers because
p;~ 5055 Hallowt:PllkwayCDC Rcso A l.doc
1 the industrial building is already in existence and no further development is needed or
2 contemplated upon acquisition; and
3 WHEREAS, disposition of the Agency Property to the Buyers is consistent with the
4 State College Redevelopment Plan; and
5 WHEREAS, it is appropriate for the Community Development Commission to approve
6 the disposition of the Agency Property to Buyers as set forth in the DDA and this Resolution.
7 NOW, THEREFORE, THE COMMUNTIY DEVEWPMENT COMMISSION OF THE
8 CTIY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS
9 FOLWWS:
10 Section 1. This Resolution is adopted in furtherance of the provisions of Health &
11 Safety Code Section 33433 ("Sununary Report"). Said Sununary Report is on file with the
12 Agency Secretary.
13 Section 2. The Community Development Commission has conducted a full and fair
14 public hearing regarding the disposition of the Agency Property pursuant to the terms and
15 conditions of the DDA. The total value and consideration realized by the Agency under the
16 DDA for the disposition of the Agency Property is not less than the fair market value of the
17 Agency Property at its highest and best use in accordance with the Redevelopment Plan. The
18 Community Development Commission hereby approves the disposition of the Agency Property
19 on the terms set forth in the DDA. The Community Development Commission hereby approves
20 the DDA in the form as presented at the meeting at which this Resolution is adopted. The
21 Executive Director of the Agency is hereby authorized and directed to execute the DDA on
22 behalf of the Agency, together with such technical and non-material conforming changes as
23 may be recommended by Agency Counsel. The DDA as hereby approved shall have no force
24 or effect until it has been executed by the Executive Director of the Agency.
25 III
2
P;\AH\04-08-02 SOSS lIalIawk Parkway CDC Re80 A I.doc
1 Section 3. The Community Development Commission finds that the disposition of
2 the real property as contemplated under the DDA will not expand the existing use of the Agency
3 Property and no further environmental review of the disposition of Agency Property is
4 necessary as provided for in CEQA Guidelines Section 15301. The Executive Director of the
5 Agency hereby authorized and directed to prepare and file with the County Clerk, the
6 appropriate form ofa Notice of Exemption in connection with the adoption of this Resolution.
The Resolution shall become effective immediately upon its adoption.
7 Section 4.
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P:W{ID4..{)8.02 50SS Ha1bnad:ParkwayCDCReso A l.doc
1
A RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING
THE SALE OF CERTAIN REAL PROPERTY BY THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
TO STAN ROBBINS AND JIM ROBBINS, AND AUTHORIZING THE
AGENCY EXECUTIVE DIRECTOR TO EXECUTE THE 2004
DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE
AGENCY AND STAN ROBBINS AND JIM ROBBINS (5055 N.
HALLMARK PARKWAY)
2
3
4
5
6
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the
7
Community Development Commission of the City of San Bernardino at a
meeting
8
, 2004, by the following vote to wit:
thereof, held on the
day of
9
Abstain
Absent
Commission Members:
Aves
Navs
10 ESTRADA
11
LONGVILLE
12 MCGINNIS
13 DERRY
14 KELLEY
15 JOHNSON
16
MCCAMMACK
17
Secretary
18 The foregoing resolution is hereby approved this
19
day of
,2004.
20
21
Judith Valles, Chairperson
Community Development Commission
of the City of San Bernardino
22
Approved as to form and Legal Content:
23
24 By:
Agency Counsel
25
4
P;Wl\04-08-02 SOSS Hallmark Parkway CDC Rcso A l.doc
2
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO APPROVING THE SALE OF CERTAIN
REAL PROPERTY BY THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO TO STAN ROBBINS AND JIM ROBBINS
(5055 N. HALLMARK PARKWAY)
3
4
5
6
7
WHEREAS, the City of San Bernardino, California (the "City") is a municipal
corporation and charter city, duly organized and existing pursuant to the provisions of the
8
constitution of the State of California; and
9
WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency'')
10
desires to dispose of certain real property (the "Agency Property") owned by the Agency, as
11
12
set forth in that certain agreement by and between Stan Robbins and Jim Robbins (the
"Buyers'') and the Agency entitled "Disposition and Development Agreement" (the "DDA");
13
and
14
WHEREAS, the Agency Property is located at 5055 N. Hallmark Parkway within the
15
State College Redevelopment Project Area and is improved with an approximately 18,440
16
square-foot light industrial building; and
17
WHEREAS, an appraisal of the Agency Property was performed in July 2004 by Inland
18
Empire Consultants, Inc. (the "Appraiser"); and
19
20
WHEREAS, according to the appraisal report dated July 2004 (the "Agency Appraisal
Report"), prepared by the Appraiser, the fair market value of the Agency Property is
21
$700,000.00; and
22
23
WHEREAS, the Agency intends to enter into the DDA pursuant to which the Agency
proposes to sell the Agency Property to the Buyers for the fair market value of $700,000; and
WHEREAS, pursuant to Section 15301 of the CEQA Guidelines the sale of the Agency
24
25
Property, as identified in the DDA, is a Class I categorized exemption under the CEQA
1
P:Wl\tJ4.08...02 SOSS HaIImark Parkway MCC Reso B.doc
1 Guidelines as there will be no expansion of use of the Agency Property by the Buyers because
2 the light industrial building is already in existence and no further development is needed or
3 contemplated upon acquisition; and
4 WHEREAS, the disposition of the Agency Property under the DDA will not expand the
5 existing use of the Agency Property and no requirement of an additional environmental is
6 necessary;and
7 WHEREAS, the acquisition of the Agency Property by the Buyers is consistent with
8 the State College Redevelopment Plan; and
9 WHEREAS, it is appropriate for the Mayor and Common Council to approve the
10 disposition of the Agency Property to the Buyers as set forth in the DDA and this Resolution.
11 NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND
12 ORDERED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
13 BERNARDINO, AS FOLLOWS:
14 Section 1. This Resolution is adopted in furtherance of the provisious of Health and
15 Safety Code Section 33433 ("Summary Report''). Said Summary Report is on file with the
16 Agency Secretary.
17 Section 2. The Mayor and Common Council have conducted a full and fair public
18 hearing regarding the disposition of the Agency Property pursuant to the terms and conditions
19 of the DDA. The disposition of the Agency Property is consistent with the adopted
20 Implementation Plan of the Agency and the total value and consideration realized by the
21 Agency under the DDA for the disposition of the Agency Property is not less than the fair
22 market value of the Agency Property at its highest and best use in accordance with the
23 Redevelopment Plan. Subject to the approval of the DDA by the Community Development
24 Commission of the City of San Bernardino, the Mayor and Common Council, hereby approve
25 the disposition of the Agency Property on the terms set forth in the DDA.
2
P:Wf\04.08-02 50SS HaIImad: Parkway MCC Rc$o B.doc
1 Section 3. The Mayor and Common Council find that the disposition of the Agency
2 Property and the DDA will not expand the existing use of the Agency Property and no
3 requirement of an additional environmental review is necessary as provided for in CEQA
4 Guidelines Section 15301.
5 Section 4. This Resolution shall take effect upon its adoption and execution in the
6 manner as required by the City Charter.
7 II /
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P:\AH'D4-08-02 SOSS HaUmuIt Parkway MCC Rcso B.doe
I
A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO APPROVING THE SALE OF CERTAIN
REAL PROPERTY BY THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO TO STAN ROBBINS AND JIM ROBBINS
(SOSS N. HALLMARK PARKWAY)
2
3
4
5
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
Common Council of the City of San Bernardino at a
6
meeting thereof, held
on the day of
7
Council Members: Aves
8
ESTRADA
9
LONGVILLE
10
MCGINNIS
II DERRY
12 KELLEY
13 JOHNSON
14 MC CAMMACK
15
16
, 2004, by the following vote to wit:
Navs
Abstain
Absent
Rachel G. Clark, City Clerk
17
The foregoing resolution is hereby approved this
day of
,2004.
18
19
Judith Valles, Mayor
of the City of San Bernardino
20
21
Approved as to form and legal content:
22
23 By:
James F. Penman
24 City Attorney
25
4
P:WfI04..()8..()2 SOSS HaUmari:: Parkway MCC Reso B.doc
2004
DISPOSITION AND DEVELOPMENT AGREEMENT
BY AND BETWEEN
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
AND
STAN ROBBINS, AN INDIVIDUAL
AND
JIM ROBBINS, AN INDIVIDUAL -
\
1
2004
DISPOSITION AND DEVELOPMENT AGREEMENT
This 2004 DISPOSITION AND DEVELOPMENT AGREEMENT (this "Agreement") is
entered into as of August 8, 2004, by and between the REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO, a public body corporate and politic (the "Agency") and STAN
ROBBINS, an individual and JIM ROBBINS, an individual (collectively the "Buyer"). The
Agency and Buyer hereby agree as follows:
RECITAL
A. The Agency is the Buyer of that certain real property commonly known as 5055 N.
Hallmark Parkway, San Bernardino, California, and more particularly described in the legal
description attached as Exhibit "A" (the "Agency Property"). The Agency Property is located in
the State College Project Area.
B. The Agency Property may sometimes be referred to as the "Property" in this Agreement.
ARTICLE I
Section 1.01. Purpose of Agreement. The purpose of this Agreement is to implement
the Redevelopment Plan State College Project Area (the "Redevelopment Plan") by providing
for the purchase, use and maintenance by Buyer of the Agency Property, improved by an
industrial building. The purchase, use and maintenance of the Property pursuant to this
Agreement is in the vital and best interests of the City of San Bernardino (the "City") and the
health, safety and welfare of its residents, and is in accord with the public purposes and
provisions of applicable state and local laws. The Agency has determined that the purchase, use
and maintenance of the Property contemplated by this Agreement are consistent with the
Redevelopment Plan for the Project Area.
Section 1.02. The Agencv Prooertv. The Agency Property consists of an approximately
18,440 square foot office building situated on one and one-half acres of land, more or less.
Buyer intends to occupy and maintain the building and possibly lease offices to various
businesses within the community.
Section 1.03. Benefit to Proiect Area. The Agency has determined that the purchase,
use and maintenance of the Agency Property by Buyer and the purchase, in accordance with this
Agreement, will materially assist in the elimination of blight and the implementation of the
Redevelopment Plan for the Project Area.
Section 1.04. Defined Terms.
"City" means the City of San Bernardino.
"Close of Escrow" means and refers to the date on which the conditions set forth in this
Agreement for the transfer of the Property have been satisfied, but shall in no event exceed sixty
(30) day from the Opening of Escrow (as dermed below).
I
P:\AlNM-08-02 5055 Hallmark Parkway DDA.DOC
"Escrow Agent" means and refers to Lawyers Escrow and Title, Carolyn Krumpp, which
is also sometimes referred to here as "Title Company."
"Person" means and refers to any individual, corporation, partnership, limited liability
company, trust, governmental instrumentality or agency or other entity.
Section 1.05. Parties to the Agreement.
(a) The parties to this Agreement are the Agency and Buyer. The City is not a party
to this Agreement.
(b) Buyer as said term isdefmed herein are two (2) individuals. The principal office
of Buyer for purposes of this Agreement is 738 S. Waterman, B35, San Bernardino, California
92408.
(c) The Agency is a public body, corporate and politic, exercising governmental
functions and power, and organized and existing under the Community Redevelopment Law of
the State of California, Health and Safety Code Section 33000, et seq. The principal office of the
Agency for purposes of this Agreement is 201 North E Street, Suite 301, San Bernardino,
California, 92401, Attention: Executive Director.
Section 1.06. Change in Buvershio Management and Control of Buver - Assigrunent
and Transfer.
(a) "Transfer" as used in this Section 1.06, means:
(I) Any total or partial sale, assigrunent or conveyance, or any trust or power,
or any transfer in any other mode or form by Buyer of more than 49% interest (or series of such
sales, assigrunents and the like which in the aggregate exceed a disposition of more than a 49%
interest) with respect to its interest in this Agreement, the Agency Property or any part thereof or
any interest therein or of the improvements constructed thereon, or any contract or agreement to
do any of the same; or
(2) Any total or partial sale, assigrunent, conveyance, or transfer in any other
mode or form, or with respect to any Buyership interest in Buyer (or series of such sales,
assigrunents and the like which in the aggregate exceed a disposition of more than 49% interest);
or
(3) Any merger, consolidation, sale or lease of all or substantially all of the
assets of Buyer in the Agreement, the Agency Property (prior to the Close of Escrow) or any part
thereof or any interest therein or the improvements constructed thereon (or series of such sales,
assigrunents and the like which in the aggregate exceeded a disposition of more than a 49%)
interest); or
(4) The leasing of part or all of the Property, except for the leasing of office
space in the normal course of business on the Agency Property.
2
P:\AH\04-0i-02 soss Ha11marIc: Parkway DDA.DOC
Section 1.07. List of Attachments to Al!1"eemenl Each of the following items or
documents are hereby deemed to be approved by the parties as of the date of approval of this
Agreement by the governing board of the Agency and each such item or document is
incorporated into the text of this Agreement by this reference:
Exhibit "A" Legal Description of the Agency Property
Exhibit "B" Form of Promissory Note
Exhibit "c" Form of Deed of Trust
Exhibit "D" Tenant Improvements
Section 1.08. No Recordation of Al!1"eement; Survival. This Agreement shall not be
recorded as an encumbrance against title to any portion of the Property. This Agreement shall
survive the Close of Escrow, but these surviving covenants shall be only personal covenants of
the Agency and Buyer that do not run with the any portion of the Agency Property, documents
recorded at the Close of Escrow shall run with the Agency Property.
ARTICLE II
Section 2.01. Acauisition and Disoosition of the Prooertv.
(a) Subject to all of the terms, conditions and provisions of this Agreement, and for
the consideration set forth below, the Agency hereby agrees to convey and transfer to Buyer and
Buyer hereby agrees to acquire the following:
all of the right, title and interest of the Agency in and to the Agency Property, including all right,
title and interest of the Agency in all improvements thereon and in and to any land lying in the
right-of-way of any existing or proposed highway, street, road, avenue or alley abutting or
adjoining the Agency Property.
Section 2.02. Conditions for Transfer of the Prooertv.
(a) The Agency Property shall be transferred to Buyer at the Close of Escrow
provided that within the periods of time set forth in this Agreement (i) neither party has
terminated this Agreement; (ii) Buyer has delivered to the Agency the Due Diligence Certificate
regarding Section 2.11 and (iii) all other conditions of the Close of Escrow set forth in this
Agreement have been met and the escrow costs relating to the Close of Escrow have been paid
by the appropriate party.
(b) The parties shall deliver jointly approved written escrow instructions (consistent
with the terms of this Agreement) to the Escrow Holder for the transfer of the Property as soon
as reasonably possible.
3
,;\AIi\04-mI-Q2 SOSS HaJJmark Pwtway DDA.DOC
Section 2.03 Purchase Price:
(a) The purchase price of the Agency Property is Seven Hundred Thousand Dollars
($700,000.00), (the "Agency Property Purchase Price").
(b) Pavment of Agencv Prooertv Purchase Price. Upon the Opening of Escrow (as
defined below) Buyer shall deliver to Escrow a non-refundable deposit in the amount of Twenty
Thousand Dollars ($20,000.00) (the "Deposit"). The Deposit together with an additional cash
amount to be remitted by the Buyer into Escrow equal to $180,000 and a promissory note, as
further described below, executed by the Buyer in an amount equal to $500,000 shall be applied
to the Agency Property Purchase Price at the Close of Escrow. The Buyer shall execute a
promissory note in the form attached as Exhibit "B" (the "Note") in an amount equal to $500,000
as set forth above. The Note shall bear interest at a rate of interest equal to six and five-tenths
percent (6.5%) per annum based on a 25-year amortization with the outstanding balance of
principal, together with any accrued and unpaid interest, due and payable in full on the date that
is five (5) years from and after the Close of Escrow. Payments on the Note shall be remitted in
monthly installments of substantially level debt service payments of combined principal and
interest calculated on a monthly basis commencing one month after the Close of Escrow and
thereafter on or before that same calendar date each month through and including the date that is
five (5) years from and after the Close of Escrow. The Note shall be secured by a Deed of Trust
on the Property in the form attached as Exhibit "c" and recorded in the San Bernardino County
Recorder's Office against the Agency Property (the "Deed of Trust").
Section 2.04. Ooening of Escrow.
(a) The transfer and sale of the Property shall take place through escrow (the
"Escrow") to be administered by Escrow Holder. The Escrow for the Property shall be deemed
open ("Opening of Escrow") upon the receipt by the Escrow Holder of a fully executed copy of
this Agreement. The Escrow Holder shall promptly confirm to the parties the escrow number
and the title insurance order number assigned to the Escrow.
(b) In the event that Buyer has not delivered its Due Diligence Certificate for the
Property within 15 days after the Opening of Escrow, the provisions of Section 4.01 regarding
termiuation of this Agreement shall apply. If this Agreement is terminated as provided in
Section 4.01, notwithstanding Section 2.05, Buyer shall be solely responsible to the Escrow
Holder for all customary and reasonable escrow cancellation chaiges payable to the Escrow
Holder without further or separate instruction to the Escrow Holder, and the parties shall each be
relieved and discharged from all further responsibility or liability under this Agreement.
Section 2.05. Suoolemental Escrow Instructions. In addition to the jointly approved
escrow instructions referred to in Section 2.02(b), Buyer and the Agency each agree to execute
the customary supplemental escrow instructions of the Escrow Holder in the form provided by
the Escrow Holder to its clients in real property escrow transactions administered by it, subject to
the same being reasonably acceptable to Buyer and the Agency. In the event of a conflict
between the additional terms of such customary supplemental escrow instructions of the Escrow
Holder and the provisions of this Agreement, this Agreement shall supersede and be controlling.
Upon any termination of this Agreement or cancellation of the Escrow except as results from the
default of the Agency, Buyer shall be solely responsible for the payment of the escrow
4
P:~ 5OS5 Ha1Imaril: PwkwayDDA.DOC
cancellation costs of the Escrow Holder, except that the Agency shall be responsible if such
termination is the result of the default of the Agency.
Section 2.06. Convevance of Title.
(a) On or before the day designated as the date for the Close of Escrow (the "Closing
Date") provided that Escrow Holder has prorated rates as of the Closing Date and has delivered a
preliminary title report to the parties through the Escrow issued. Escrow shall close when all
other conditions of this Agreement has been met. The Escrow Holder shall be instructed to
record the Agency Grant Deed in the Official Records of San Bernardino County, California, if
and when the Escrow Holder holds the various instruments and funds for the accounts of the
parties as set forth herein and can obtain for Buyer if requested, a CLTA Buyer's extended
coverage policy of title insurance ("Title Policy") issued by the Title Company or such other title
insurance company mutually agreed upon by the parties with liability in an amount equal to such
amount as determined by and between Buyer and the Title Company together with such
endorsements to the policy as may be reasonably requested by Buyer, insuring that fee title to the
Agency Property is vested in Buyer, free and clear of options, rights of first refusal or other
purchase rights, leases or other possessory interests, lis pendens and monetary liens and/or
encumbrances and subject only to:
(I) non-delinquent real property taxes;
(2) non-monetary title exceptions approved by the Buyer pursuant to Section 2.14
below;
(3) the Redevelopment Plan;
(4) such other title exceptions, if any, resulting from documents being recorded or
delivered through Escrow.
Section 2.07. Additional Closing Obligations of Agencv. Before the Close of Escrow,
the Agency shall deliver to the Escrow Holder copies of the following documents and other
items:
(I) a certificate of non-foreign status (the ''Non-Foreign Affidavit") executed by the
Agency, in the customary form provided by the Escrow Holder, and a California
Franchise Tax Board Form 590-RE executed by the Agency;
(2) two duplicate original copies of the Closing Statement, duly approved by the
Agency;
(3) evidence of the existence, organization and authority of the Agency and of the
authority of persons executing documents on behalf of the Agency reasonably
satisfactory to the Escrow Holder, Buyer and the Title Company;
(4) any other documents, instruments and records required to be delivered to Buyer
under the terms of this Agreement or as otherwise required by the Escrow Holder
5
P:Wf\D4.08.02 S05S Hallmark Parkway DDA.DOC
or the Title Company under the tenns of this Agreement in order to Close Escrow
which have not been previously delivered.
Section 2.08. Closing Obligations of Buver. Before the Close of Escrow, Buyer shall
deliver to the Escrow Holder copies of the following documents and other items:
(I) two duplicate original copies of the Closing Statement, duly approved by Buyer;
(2) deposit of the additional cash amount as provided in Section 2.03(b) and the
original duly executed Note and original duly executed and acknowledged Deed
of Trust; and
(3) any other documents, instruments or funds required to be delivered by Buyer
under the terms of this Agreement or as otherwise required by the Escrow Holder
or the Title Company in order to close Escrow which have not previously been
delivered.
Section 2.09. Environmental Law.
For the purpose of this Agreement, the terms set forth below shall have the following
meaning:
(i) "environmental laws" means all federal, state, local, or municipal laws,
rules, orders, regulations, statutes, ordinances, codes, or decrees, regulating, relating to,
or imposing liability of standards of conduct concerning any hazardous substance (as
later defined), or pertaining to occupational health or industrial hygiene (and only to the
extent that the occupational health or industrial hygiene laws, ordinances, or regulations
relate to hazardous substances on, under, or about the Property), occupational or
environmental conditions on, under, or about the Property, as now or may at any later
time be in effect, including without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 ("CERCLA") [42 USC Section 9601
et seq.]; the Resource Conservation and Recovery Act of 1976 ("RCRA") [42 USC
Section 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution
Control Act ("FWPCA") [33 USC Section 1251 et seq.]; the Toxic Substances Control
Act ("TSCA") [15 USC Section 2601 et seq.]; the Hazardous Materials Transportation
Act ("HMTA") [49 USC Section 1801 et seq.]; the Insecticide, Fungicide, Rodenticide
Act [7 USC Section 6901 et seq.] the Clean Air Act [42 USC Section 7401 et seq.]; the
Safe Drinking Water Act [42 USC Section 300f et seq.]; the Solid Waste Disposal Act
[42 USC Section 6901 et seq.]; the Surface Mining Control and Reclamation Act [30
USC Section !OI et seq.] the Emergency Planning and Community Right to Know Act
[42 USC Section 11001 et seq.]; the Occupational Safety and Health Act [29 USC
Section 655 and 657]; the California Underground Storage of Hazardous Substances Act
[H & S C Section 25288 et seq.]; the California Hazardous Substances Account Act [H &
S C Section 25300 et seq.]; the California Safe Drinking Water and Toxic Enforcement
Act [H & S C Section 24249.5 et seq.] and the Porter-Cologne Water Quality Act [Water
Code Section 13000 et seq.] together with any amendments of or regulations promulgated
under the statutes cited above and any other federal, state, or local law, statute, ordinance,
or regulation now in effect or later enacted that pertains to occupational health or
6
P:WM4-08-02 soss HalJmart: parttw.y DDA-DOC
industrial hygiene, and only to the extent the occupational health or industrial hygiene
laws, statutes, ordinances, or regnlations relate to hazardous substances on, under, or
about the Property, or the regnlation or protection of the environment, including ambient
air, soil, soil vapor, groundwater, surface water, or land use.
(ii) "hazardous substances" includes without limitation:
those substances included within the definitions of "hazardous substance," "hazardous waste,"
"hazardous material," "toxic substance," "solid waste," or "pollutant or contaminate" in
CERCLA, RCRA, TSCA, HMT A, or under any other environmental law; and
those substances listed in the United States Department of Transportation (DOT)Table [49 CFR
172.101], or by the EPA, or any successor agency, as hazardous substances [40 CFR Part 302];
and
other substances, materials, and wastes that are or become regulated or classified as hazardous or
toxic under federal, state, or local laws or regulations; and
any material, waste, or substance that is:
(1) a petroleum or refmed petroleum product,
(2) asbestos,
(3) polychlorinated biphenyl,
(4) designated as a hazardous substance pursuant to 33 USC Section 1321 or listed
pursuant to 33 USC Section 1317,
(5) a flammable explosive, or
(6) a radioactive material.
Section 2.10. Due Diligence Investigation of the Agencv Prooertv.
(a) Within fifteen (IS) days from and after the Opening of Escrow, and subject to the
extensions of time set forth below in Section 2.14, the Buyer shall have the right to examine,
inspect and investigate the Agency Property (the "Due Diligence Period") to determine whether
the condition of the Agency Property is acceptable to the Buyer.
(b) During the Due Diligence Period, the Agency shall permit the Buyer, its
engineers, analysts, contractors and agents to conduct such physical inspections and testing of
the Agency Property as the Buyer deems prudent with respect to the physical condition of the
Agency Property, including the inspection or investigation of soil and subsurface soil
geotechnical condition, drainage, seismic and other geological and topographical matters,
surveys the potential presence of any hazardous substances, if any.
7
P:WNl4-08-02 SOSS HaIImarlt ParkwayDDA.DOC
(c) Any such investigation work on the Agency Property may be conducted by the
Buyer and/or its agents during any normal business hours upon seventy-two (72) hours prior
notice to the Agency, which notice will include a description of any investigation work or tests to
be conducted by the Buyer on the Agency Property. Upon request, the Buyer will provide the
Agency with copies of any test results.
(d) During the Due Diligence Period, the Buyer shall also have the right to investigate
all matters relating to the zoning, use and compliance with other applicable laws, which relate to
the use and development and improvement of the Property.
(e) The Agency shall cooperate fully to assist the Buyer in completing such
inspections and investigations of the condition of the Agency Property. Both parties shall have
the right, but not the obligation, to attend any such investigations and/or inspections. Buyer shall
pay for all costs and expenses associated with the conduct of their Due Diligence investigation.
Section 2.11. Due Diligence Certificate. Within fifteen (15) days following the Opening
of Escrow, the Buyer shall complete their own investigation of the Agency Property (subject to
the extensions of time set forth in Section 2.14) and deliver an executed due diligence certificate
(the "Due Diligence Certificate") to the Escrow Holder which either:
(a) indicates that the Buyer accepts the condition of the Agency Property or;
(b) contains a description of the matters or exceptions relating to the condition of the
respective portion of the Agency Property which the Buyer was not able to accept or resolve to
its satisfaction during the Due Diligence Period.
Section 2.12. Books and Records. As part of the due diligence investigations during the
Due Diligence Period, Buyer shall be afforded full opportunity by the Agency to examine all
books and records which relate to the respective portion of the Agency Property in the
possession of the Agency or the Agency's agents or employees, including the reasonable right to
make copies of such books and records. During the Due Diligence Period, the Agency will make
sufficient staff available to assist Buyer with obtaining access to information relating to the
Agency Property.
Section 2.13. Condition of the ProDertv. The Buyer acknowledges and agrees that it
shall be given a full opportunity under this Agreement to inspect and investigate every aspect of
the Agency Property during the Due Diligence Period. The Buyer shall accept the delivery of
possession of the Agency Property being purchased on the Close of Escrow in an "AS IS",
"WHERE IS" and "SUBJECT TO ALL FAULTS" condition. The Buyer further agrees and
represents that by a date no later than the end of the Due Diligence Period, the Buyer shall have
conducted and completed (or waived the completion) of all of its independent investigation of
the condition of the Agency Property. The Buyer hereby acknowledges that it shall rely solely
upon its own investigation of the Agency Property and its own review of such information and
documentation as it deems appropriate for the purpose of accepting the condition and possession
of its portion of the Agency Property. The Buyer is not relying on any statement or
representation by the Agency relating to the condition of the Agency Property unless such
statement or representation is specifically contained in this Agreement. Without limiting the
foregoing, neither party makes any representations or warranties as to whether any portion of the
8
P:\AIf'D4.08..o2 S055lW1mark Parkway DDA.DOC
Agency Property presently complies with environmental laws or whether any portion of the
Agency Property contains any hazardous substance, as these terms are defined in Section 2.09
hereof. Furthermore, to the extent that a party has provided the other respective party with
information relating to the condition of any, portion of the Agency Property, including
information and reports prepared by or on behalf of the City of San Bernardino, the Agency does
not make any representation or warranty with respect to the accuracy, completeness or
methodology or content of such reports or information.
Without limiting the above, except to the extent covered by an express representation or
warranty of either party set forth in this Agreement, the Buyer, on behalf of itself and its
successors and assigns, waives and release the Agency and its successors and assigns from any
and all costs or expenses whatsoever (including, without limitation, attorneys' fees and costs),
whether direct or indirect, known or unknown, foreseen or unforeseen, arising from or relating to
the physical condition of the Agency Property be transferred by the Agency, the condition of the
soils, the suitability of the soils for improvement, or any law or regulation applicable thereto,
including the presence or alleged presence of harmful or hazardous substances in, under or about
that portion of the Agency Property including, without limitation, any claims under any
environmental laws.
With respect to the Agency Property being transferred to the Buyer, the Buyer expressly
waives any rights or benefits available to it with respect to the foregoing release under any
provision of applicable law which generally provides that a general release does not extend to
claims which the creditor does not know or suspect to exist in his or her favor at the time the
release is agreed to, which, if known to such creditor, would materially affect a settlement. By
execution of this Agreement, the parties acknowledge that they fully understand the foregoing,
and with this understanding, nonetheless elects to and does assume all risk for claims known or
unknown, described in this Section 2.13 without limiting the generality of the foregoing:
The Buyer acknowledges that it has been advised by legal counsel and is familiar
with the provisions of California Civil Code Section 1542, which provides as
follows:
"A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM, MUST HAVE MATER1ALL Y
AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
The undersigned, being aware of this Code section, hereby expressly waives any rights it
may have thereunder, as well as under any other statutes or common law principles of similar
effect.
Initials of Buyer:
The provisions of this Section 2.13 shall survive the Close of Escrow.
9
P:WNl4-08-02 5055 HaUmut J>Dw.y DDA.DOC
Section 2.14. Review and ADDroval of Condition of Title.
(a) Within fifteen (15) days following the Opening of Escrow, the Agency shall cause
to be delivered to the Buyer a preliminary title report or title commitment for a CLTA extended
coverage policy of title insurance issued by the Title Company, describing the state of title of the
Agency Property to be transferred by Buyer, together with copies of all exceptions specified
therein and with all easements plotted, (the "Preliminary Title Report"). Buyer shall notify the
Agency in writing of any objections it may have to the title exceptions contained in the
Preliminary Title Report ("Title Objection Notice") prior to the expiration of the Due Diligence
Period. The Agency shall have a period of five (5) days after receipt of such Title Objection
Notice in which to deliver written notice to the Buyer ("Title Notice") of Buyer's election to
either (i) agree to remove the objectionable items prior to the Close of Escrow, or (ii) decline to
remove any such title exceptions; provided, however, that Agency shall be required to remove all
monetary liens and encumbrances created by or as a result of the Agency's activities. If the
Agency, within five (5) days after receipt of the Title Objection Notice, notifies the Buyer of its
election to terminate Escrow rather than remove the objectionable items, the objecting party shall
have the right, by written notice delivered to the Agency within five (5) days after the its receipt
of the Title Notice, to agree to accept the Agency Property subject to the objectionable items, in
which event the election to terminate the Escrow shall be of no effect, and the Buyer shall take
title at the Close of Escrow subject to such objectionable title items.
(b) The parties covenant not to further encumber and not to place any further liens or
encumbrances on any portion of the Agency Property, including, but not limited to, covenants,
conditions, restrictions, easements, liens, options to purchase, options to lease, leases, tenancies,
or other possessory interests without the prior written consent of the other party. Upon the
issuance of any amendment or supplement to the Preliminary Title Report which adds additional
exceptions, the foregoing right of review and approval shall also apply to said amendment or
supplement (provided that the period for the respective party to review such amendment or
supplement shall be the later ofthe expiration of the Due Diligence Period or ten (10) days from
receipt of the amendment or supplement) and Escrow shall be deemed extended by the amount
of time necessary to allow such review and approval in the time and manner set forth above.
ARTICLE ill
Section 3.01. Uses.
(a) Acknowledgements ofBuver.
Buyer acknowledges and agrees for itself, its successors and assigns that the Agency
Property may be used for any lawful purpose so long as such use is in compliance with the
General Plan, the Redevelopment Plan and the Zoning Plan, in existence and as each may be
amended from time to time by the City, the Agency or other authorized governmental agency.
The provisions ohhis Section 3.01(a) shall run with the land as set forth in the Agency
Quitclaim Deed.
(b) Buyer covenants for itself, its successors and assigns that, unless otherwise
consented to in writing by the Agency, in the event the Agency Property, or any portion thereof
10
P:Wf\04-08.02 50SS Ha11mark Parkway DDA-DOC
is used by an Buyer that is partially or wholly exempt from the payment of ad valorem property
taxes pertinent to the Agency Property, or portion thereof, and does not make the tax payment for
any year based on that exemption, then in such event the Buyer of the Agency Property, shall
pay the Agency a fee in lieu of payment of property taxes each year thereafter in an amount
equal to the applicable percentage of the full cash value as determined in accordance with the
State Construction Article XIIIA and other state law for the property, or portion thereof which is
subject to the exemption, unless the Agency consents otherwise in writing. In the event that the
inclieu payment referenced above is due by the Buyer for any year, then such amount shall be
paid to the Agency for the tax year within 90 calendar days following transmittal of notice of
invoice by the Agency for payment of the in-lieu amount addressed to the Buyer of the Agency
Property as disclosed in the property tax records of the County of San Bernardino.
(c) The provisions of Section 3.01(b) shall run with the land as set forth in the
Agency Quitclaim Deed.
(d) The Buyer covenants and agrees to construct certain improvements to the building
located on the Agency Property, including but not limited to, certain structural improvements to
maintain the integrity of the building and other typical and customary tenant improvements all as
set forth in Exhibit "D".
Section 3.02. Modification of Covenants. The provisions of this Article III may be
amended, modified or waived following the Close of Escrow as provided in the Agency
Quitclaim Deed.
Section 3.03. Obligation to Refrain from Discrimination. In accordance with California
Health and Safety Code Sections 33435 and 33436, Buyer covenants and agrees for itself, its
successors, its assigns and every successor in interest to the Agency Property or any part thereof,
that there shall be no discrimination against or segregation of any person, or group of persons, on
account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale,
lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Agency Property; nor shall
Buyer, himself, 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, sublessee or vendees of the Agency Property.
Section 3.04. Form of Nondiscrimination and Nonsegregation Clauses.
acknowledges that the Agency Quit Claim Deed contains the following provision:
Buyer
"The grantee herein covenants by and for itself, its successors 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 race, color, creed, religion, sex, marital status,
national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or
enjoyment of the premises herein conveyed, nor shall the grantee 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, sublessee, or vendees in the premises herein conveyed. The foregoing covenants
shall run with the land."
II
P;WM4-08..(12 SOSS Hallmark ParkwayDDA.DOC
Section 3.05. No Liability for Breach to a Predecessor in Interest. A breach or a
violation by an Buyer of the Agency Property, or a portion thereof, of a covenant set forth in this
Article ill shall not subject such Buyer's predecessor in interest in the Agency Property to any
liability for such breach or violation. A breach by a tenant on the Agency Property of Section
3.03 or Section 3.04 shall not subject such tenant's landlord to liability for the breach by such
tenant.
Section 3.06. Agencv Ouit Claim Deed. All of the provisions in Sections 3.01 to 3.05,
inclnsive, shall be included in the Agency Quit Claim Deed. Accordingly, Sections 3.01 to 3.05,
inclusive, shall not survive the Close of Escrow except as personal covenants of Buyer.
Section 3.07. Maintenance Condition of the Agencv ProDertv. Subject to the
satisfaction of the conditions of Section 3.0l(d) of this Agreement, the Buyer for itself, its
successors and assigns hereby covenants and agrees that:
(a) The areas of the Property which are subject to public view (including all existing
improvements, paving, walkways, landscaping, exterior signage and ornamentation) shall be
maintained in good repair and a neat, clean and orderly condition, ordinary wear and tear
excepted. In the event that at any time within ten (10) years following the date ofrecordation of
the Notice of Memorandum of Agreement there is an occurrence of an adverse condition on any
area of the Agency Property which is subject to public view in contravention of the general
maintenance standard described above, (a "Maintenance Deficiency") then the Agency shall
notify the Buyer in writing of the Maintenance Deficiency and give the Buyer thirty (30) days
from receipt of such notice to cure the Maintenance Deficiency as identified in the notice. In the
event the Buyer fails to cure or commence to cure the Maintenance Deficiency within the time
allowed, the Agency may conduct a public hearing following transmittal of written notice thereof
to the Buyer ten (10) days prior to the scheduled date of such public hearing in order to verify
whether a Maintenance Deficiency exists and whether the Buyer has failed to comply with the
provisions of this Section 3.07(a). Ifupon the conclusion of a public hearing, the Agency makes
a finding that a Maintenance Deficiency exists and that there appears to be non-compliance with
the general maintenance standard, described above, thereafter the Agency shall have the right to
enter the Agency Property and perform all acts necessary to cure the Maintenance Deficiency, or
to take other action at law or in equity which the Agency may then have to accomplish the
abatement of the Maintenance Deficiency. Any sum expended by the Agency for the abatement
of a Maintenance Deficiency on the Agency Property authorized by this Section 3.07(a) shall
become a lien on the Agency Property. If the amount of the lien is not paid within thirty (30)
days after written demand for payment by the Agency to the Buyer, the Agency shall have the
right to enforce the lien in the manner as provided in Section 3.07(b).
(b) The parties hereto further mutually understand and agree that the rights conferred
upon the Agency under this Section 3.07 expressly include the power to establish and enforce a
lien or other encumbrance against the Agency Property, or any portion thereof, in the manner
provided under Civil Code Sections 2924, 2924b and 2924c in an amount reasonably necessary
to restore the Agency Property to the maintenance standard required under Section 3.07(a),
including the reasonable attorneys' fees and costs of the Agency associated with the abatement
of the Maintenance Deficiency. For the purposes of the preceding sentence the words
"reasonable attorneys' fees and costs of the Agency" mean and include the salaries, benefits and
costs of the City Attorney and the lawyers employed in the Office of the City Attorney. The
12
P:WI\04-08-02 ~jS HaUmark Parkway DDA.J:)(X
provisions of this Section 3.07, shall be a covenant running with the land for a term often (10)
years following the date of recordation of the Notice of Memorandum of Agreement, and shall
be enforceable by the Agency. Nothing in the foregoing provisions of this Section 3.07 shall be
deemed to preclude the Buyer from making any alteration, addition, or other change to any
structure or improvement or landscaping on the Agency Property, provided that any such
changes comply with applicable zoning and building regulations of the City of San Bernardino.
ARTICLE IV
Section 4.01. Defaults and Remedies.
(a) In the event all of Buyer conditions precedent to the Close of Escrow are satisfied
or waived by Buyer, and Buyer defaults in the performance of its obligations under this
Agreement, and such default continues for five days after the Agency gives Buyer written notice
thereof, then the Agency may exercise all available remedies at law or in equity, including,
without limitation, specific performance.
(b) In the event all of the Agency's conditions precedent to the Close of Escrow have
been satisfied or waived, and the Agency defaults in the performance of its obligations hereunder
and has not cured such default within ten (10) calendar days after Buyer gives the Agency
written notice thereof, or has not commenced to cure within ten (10) calendar days of such notice
if such default cannot be cured within ten (10) calendar days and thereafter diligently pursued
such cure, then Buyer may exercise all available remedies at law or in equity, including, without
limitation, specific performance.
(c) Notwithstanding the above, a breach of any obligation of either of the parties
under this Agreement that by its terms survives the termination of this Agreement or the Close of
Escrow, shall entitle the other party to exercise all available remedies, at law or in equity, with
respect to such breach subject to the limitations set forth in this Agreement regarding limitations
of the liability of the Agency.
(d) The laws of the State of California shall govern the interpretation and
enforcement of this Agreement.
(e) In the event that any legal action is commenced by Buyer against the Agency,
service of process on the Agency shall be made by personal service upon the Executive Director
of the Agency, or in such other manner as may be provided by law.
(f) In the event that any legal action is commenced by the Agency against Buyer,
service of process on Buyer shall be made by personal service on Buyer (or such other Agent for
service of process and at such address as may be specified in written notice to the Agency), or in
such other manner as may be provided by law, and shall be valid whether made within or without
the State of California.
(g) In the event Buyer shall fail to perform as required by this Agreement, the
Agency shall have the right to terminate the Agreement after the delivery of notice pursuant to
Section 6.01.
I3
P:\AfI\04.(I8.02 SOSS HaUmark Pukway DDA.DOC
Section 4.02. Rights and Remedies are Cumulative. Except as otherwise expressly
provided in this Agreement, the rights and remedies of the parties as set forth in this Article IV
are cumulative and the exercise by either party of one or more of such rights or remedies shall
not preclude the exercise by it, at the same or different times, of any other rights or remedies for
the same default or any other default by the other party.
ARTICLE V
Section 5.01. Notices. Demands and Communications Between the Parties.
Any and all notices, demands or communications submitted by any party to another party
pursuant to or as required by this Agreement shall be proper if in writing and dispatched by
messenger for immediate personal delivery, or by registered or certified United States mail,
postage prepaid, return receipt requested, or transmitted by fax and confirmed by the sender by
First Class United States Mail postage prepaid or by personal delivery and in each case,
addressed to the principal office of the Agency and Buyer, as applicable, as designated in Section
1.03(a) and Section 1.03(b) hereof. Courtesy copies of notices, demands or communications
submitted by Buyer to the Agency shall be submitted to:
James F. Penman
City Attorney
300 North "D" Street
San Bernardino, California 92418
Timothy J. Sabo
Lewis Brisbois Bisgaard Smith LLP
650 E. Hospitality Lane, Suite 600
San Bernardino, California 92408
Such written notices, demands and communications may be sent in the same manner to such
other addresses as either party may from time to time designate as provided in this Section. Any
such notice, demand or communication shall be deemed to be received by the addressee,
regardless of whether or when any return receipt is received by the sender on the date set forth on
such return receipt, on the day that it is dispatched by messenger for immediate personal
delivery, the date sent by FAX and confirmed by First Class United States Mail or two (2)
calendar days after it is placed in the United States Mail or personal delivery as heretofore
provided.
Section 5.02. Conflict of Interest. No member, official or employee of the Agency
having any conflict of interest, direct or indirect, related to this Agreement and the transfer of the
Property shall participate in any decision relating to the Agreement. The parties represent and
warrant that they do not have knowledge of any such conflict of interest.
Section 5.03. Warrantv Against Payment of Consideration for Al!feement. Buyer
warrants that it has not paid or given, and will not payor give, any third party any money or
other consideration for obtaining this Agreement. Third parties, for the purposes of this Section,
shall not include persons to whom fees are paid for professional services if rendered by
attorneys, financial consultants, accountants, engineers, architects and the like when such fees
are considered necessary by Buyer.
Section 5.04. Nonliabilitv of Agencv Officials and Emplovees. No officer, official or
employee of the Agency (or member unit of local government of the Agency or any officer,
official or employee of any of them) shall be personally liable to Buyer, or any successor in
14
P:\AH'\0(.08-02 5055 HaJ1mart Parkway DDADOC
interest of Buyer, in the event of any default or breach by the Agency or for any amount which
may become due to Buyer or to its successor, or on any obligations under the terms of this
Agreement, except for gross negligence or willful acts of such member, officer or employee
Section 5.05. Enforced Delav: Extension of Time of Performance.
(a) Performance by either party hereunder shall not be deemed to be in default, or
considered to be a default, where delays or defaults are due to the force majeure events of war,
insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the
public enemy, epidemics, quarantine restrictions, freight embargoes or weather-caused delays
(that are not attributable to the fault of the party claiming an extension of time) or acts or failure
to act of any public or governmental agency or entity (provided that acts or failure to act of the
Agency shall not extend the time for the Agency to act hereunder except as provided in Section
5.05(b)). An extension of time for any such force majeure cause shall be for the period of the
enforced delay and shall commence to run from the date of occurrence of the delay; provided,
however, that the party claiming the existence of the delay first provide the other party with
written notice of the occurrence of the delay within ten (10) calendar days of the occurrence of
the event giving rise to delay. The parties hereto expressly acknowledge and agree that changes
in either general economic conditions or changes in the economic assumptions of any of them
which may have provided a basis for entering into this Agreement and which occur at any time
after the execution of this Agreement, are not force majeure events and do not provide any party
with grounds for asserting the existence of a delay in the performance of any covenant or
undertaking which may arise under this Agreement. Each party expressly assumes the risk that
changes in general economic conditions or changes in such economic assumptions relating to the
terms and covenants of this Agreement could impose an inconvenience or hardship on the
continued performance of such party under this Agreement, but that such inconvenience or
hardship is not a force majeure event and does not excuse the performance by such party of its
obligations under this Agreement.
(b) Buyer acknowledges that the Agency is a "public entity" and/or a "public agency"
as defined under applicable California law. Therefore, the Agency must satisfy the requirements
of certain California statutes relating to the actions of public entities, including, without
limitation, the California Environmental Quality Act ("CEQA"). Also, as a public body, the
Agency's action in approving this Agreement may be subject to proceedings to invalidate the
Agreement. Buyer hereby assumes the risk of delays and damages that may result to Buyer from
any such third-party legal actions related to the Agency's approval of this Agreement or
contemplated by this Agreement, even in the event that an error, omission or abuse of discretion
by the Agency is determined to have occurred. If a third-party f1les a legal action regarding the
Agency's approval of this Agreement or the transfer of the Property as contemplated by this
Agreement, the Agency may terminate this Agreement on 60 calendar days' written notice to
Buyer of the Agency's intent to terminate this Agreement, referencing this Section 5.05(b),
without any further obligation to perform the terms of this Agreement or any liability to Buyer
resulting from such termination unless Buyer agrees to defend the Agency against such third-
party legal action as provided below. Within 30 calendar days after receipt of the Agency's
notice of intent to terminate this Agreement as provided in the preceding sentence, Buyer may
offer to defend the Agency in the third-party legal action and pay all of the court costs, attorney
fees, monetary awards, sanctions, attorney fee awards and the expenses of any and all financial
15
P:WI'D4-08-02 suss Ha11mark Pukway DDA.DOC
or perfonnance obligations that may result from the disposition of the legal action. Any such
offer from Buyer must be in writing and in a fonn reasonably acceptable to the Agency.
(c) Buyer acknowledges that the Agency is a redevelopment agency under the
California Community Redevelopment Law. Therefore, the Agency must satisfy the
requirements of the California Community Redevelopment Law. The Agency's action in
approving this Agreement may be subject to proceedings to invalidate the Agreement. Buyer
hereby assumes the risk of delays and damages that may result to Buyer from any such third-
party legal actions claiming noncompliance with the Community Redevelopment Law related to
the Agency's approval of this Agreement, even in the event that an error, omission or abuse of
discretion by the Agency is detennined to have occurred. If a third-party files a legal action
regarding the Agency's approval of this Agreement or the transfer of the Property as
contemplated by this Agreement, the Agency may tenninate this Agreement pursuant to the same
notices, options and procedures set forth in Section 5.05(b) of this Agreement.
Section 5.06. Inspection of Books and Records. The Agency shall have the right at all
reasonable times at the Agency's cost and expense to inspect the books and records of Buyer
pertaining to the Agency Property and/or the development thereof as necessary for the Agency,
in its reasonable discretion, to enforce its rights under this Agreement. Matters discovered by the
Agency shall not be disclosed to third parties unless required by law or unless otherwise
resulting from or related to the pursuit of any remedies or the assertion of any rights of the
Agency hereunder. Buyer shall also have the right at all reasonable times to inspect the books
and records of the Agency pertaining to the Agency Property and/or the development thereof as
pertinent to the purposes of this Agreement. Notwithstanding the foregoing, neither party shall
have any right to inspect books and/or records that contain attorney/client communications or
other attorney work product.
Section 5.07. Approvals.
(a) Approvals required of the Agency or Buyer, or any officers, agents or employees
of either the Agency or Buyer, shall not be unreasonably withheld and approval or disapproval
shall be given within the time set forth in this Agreement or, if no time is given, within a
reasonable time.
(b) All material amendments to this Agreement must be approved by the Agency
pursuant to official action of its Board at a duly noticed and held public meeting.
Section 5.08. Real Estate Commissions. The Agency shall not be liable for any real
estate commissions, brokerage fees or finder fees which may arise from or be related to this
Agreement unless such liability arises from the act or contract of the Agency. Buyer shall not be
liable for any real estate commissions, brokerage fees or finder fees which may arise from or be
related to this Agreement unless such liability arises from the act or contract of Buyer.
Section 5.09. Attornevs' Fees. If either party hereto files any action or brings any action
or proceeding against the other arising out of this Agreement, or is made a party to any action or
proceeding brought by the Escrow Agent, then as between Buyer and the Agency, the prevailing
party shall be entitled to recover as an element of its costs of suit, and not as damages, its
reasonable attorneys' fees as fixed by the Court, in such action or proceeding or in a separate
16
P:Wf\04-08.02 SOSS Hallmark Partway DDA.DOC
action or proceeding brought to recover such attorneys' fees. The costs, salary and expenses of
the City Attorney and members of his office in enforcing this Agreement shall be considered as
"attorneys' fees" for purposes of this Section.
Section 5.10. Effect. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, executors, administrators, legal representatives,
successors and assigns.
Section 5.11. Miscellaneous.
(a) This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and together shall constitute one and the same agreement, with one
counterpart being delivered to each party hereto.
(b) All periods of time referred to in this Agreement shall include all Saturdays,
Sundays and state or national holidays, unless the period of time specifies business days,
provided that if the date or last date to perform any act or give any notice with respect to this
Agreement shall fall on a Saturday, Sunday or state or national holiday, such act or notice may
be timely performed or given on the next succeeding day which is not a Saturday, Sunday or
state or national holiday.
(c) The unenforceability, invalidity, or illegality of any provision of this Agreement
shall not render the other provisions hereof unenforceable, invalid or illegal.
Section 5.12. Reserved.
Section 5.13. Entire Al!1"eement. This Agreement includes 20 pages and 4 exhibits,
which constitute the entire understanding and Agreement of the parties relative to the Agency
Property.
Section 5.14 Intel!l"ation. This Agreement integrates all of the terms and conditions
mentioned herein or incidental hereto with respect to the Property, and supersedes all
negotiations or previous agreements between the parties with respect to all or any portion of the
Property.
Section 5.15. Waiver/Amendment. All waivers of the provisions of this Agreement and
all amendments hereto must be in writing and signed by the appropriate authority of the Agency
and Buyer.
Section 5.16 Headings. The headings to the paragraphs of this Agreement are for
convenience of reference only, do not form a part of this Agreement and shall not in any way
affect its interpretation.
Section 5.17 Time of Essence. Time is expressly declared to be of the essence of this
Agreement.
Section 5.18. Assigmnent. Buyer shall not assign his interest or otherwise transfer the
interests in the Agency except as permitted in Section 1.06 of this Agreement.
17
P:WM4-0&-02 5055 Hallmark Partway DDADOC
Section 5.19 Binding on Heirs and Successors. This Agreement shall be binding on
and shall inure to the benefit of the heirs, executors, administrators, successor, and assigns of the
parties hereto, but nothing in this Section 5.19 shall be construed as a consent by the Agency to
any assignment of this Agreement by Buyer.
18
P:\AJM4..08-01 SOSS Hallmark Pllkway DDADOC
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first set forth
above.
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
By:
Gary Van Osde!
Executive Director
BUYER
By:
Stan Robbins
By:
Jim Robbins
19
P:Wf\D4-0S-Q2 SOSS HaJJmart Parkway DDA.DOC
EXHIBIT " A"
LEGAL DESCRIPTION OF PROPERTY
PARCEL: APN: 0266-362-12
Parce12, Parcel Map No. 10447, per map recorded in Book 138, Pages 43 and 44 of Maps, in the
Office of the County Recorder, County of San Bernardino, California
"A" -1
P:\AH\04-08-02 505SlIallmaJk Parkway DDA.DOC
EXHIBIT "B"
FORM OF PROMISSORY NOTE
SECURED PROMISSORY NOTE
PAYABLE TO A PUBLIC AGENCY
Lender:
Redevelopment Agency of the City
of San Bernardino
201 North "E" Street, Suite 301
San Bernardino, California 92401
Borrower:
Stan Robbins and James Robbins,
jointly and severally
Principal Amount:
$500,000.00
Date of Promissory Note:
,2004
Maturity Date of Promissory Note:
,2009
Interest Rate: 6.5% per annum
1. PROMISE TO PAY. Stan Robbins and James Robbins, jointly or severally as
individuals, or their assigns (collectively, the "Buyer" or the "Borrower"), promise to pay to the
Redevelopment Agency of the City of San Bernardino (the "Agency" or "Holder"), or order, in
lawful money of the United States of America, the principal sum of Five Hundred Thousand and
00/100 Dollars ($500,000.00), together with interest on the unpaid outstanding principal balance
from time to time in monthly payments and the principal amount due and payable on
, 2009 as set forth below.
2. INDEBTEDNESS. This Promissory Note evidences the indebtedness of the Borrower to
the Agency for the purchase of certain real property (the "Agency Property") under the terms and
conditions of that certain Disposition and Development Agreement, dated August --' 2004 by
and between Borrower and the Agency (the "DDA"). This Promissory Note is referred to in the
DDA as the "Note". A copy of the DDA is on file with the Agency Secretary as a public record
of the Agency.
3. INTEREST RATE. Interest shall accrue on the outstanding principal balance of this
Promissory Note commencing on the date of Promissory Note set forth above, at the rate of six
and five-tenths percent (6.5%) per annum and calculated upon a twenty-five (25) year
amortization schedule.
4. PAYMENT. Payments on the Note shall be remitted in montWy installments of
substantially level debt service payments of combined principal and interest calculated on a
montWy basis equal to $3,376.04 per month commencing on , 2004 and thereafter
on or before the first day of each month until the Maturity Date of this Promissory Note, which
date is five (5) years from and after the date of this Note, when all remaining accrued and unpaid
interest and principal shall be due. The Note shall be secured by a Deed of Trust on the Agency
Property as recorded in the San Bernardino County Recorder's Office against the Agency
Property (the "Deed of Trust"). Payment shall be made to the Agency at its address set forth
above or such other address as later communicated in writing to Borrower by the Agency, in
"B" - 1
P:Wl\04-OB-02 5055 Hallmad Parkway DDA.DOC
immediately available U.S. currency. Payments shall be applied first to unpaid fees, costs, and
expenses which are reimbursable under the terms of this Promissory Note or the DDA, then to
any late charges, then to accrued unpaid interest, then to outstanding principal. If any installment
payment due date is a Saturday, Sunday, or United States or State of California official holiday,
the due date of such installment payment shall automatically be extended to the next following
business day of the Agency. Any installment payment not received by the Agency on or before
the tenth (lOth) calendar day of each month shall accrue a ten percent (10%) late charge
calculated against the amount of the installment payment not paid in a timely manner, and
interest shall accrue on the unpaid balance of any late installment payment, including the late
charge at a rate of interest per annum equal to one percent (1%) per month for each month or
portion of a month until full payment of such late installment payment has been received by the
Agency.
5. FINAL PAYMENT. All accrued and unpaid interest, late payment charges, outstanding
principal, and all other amounts chargeable under this Promissory Note or the DDA shall be due
and payable in full on the Maturity Date of the Note which is , 2009.
6. PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
under this Promissory Note earlier than it is due.
7. DEFAULT. Borrower will be in default if any of the following events occur:
A. Failure of the Borrower to make any payment to the Agency when due under this
Promissory Note.
B. Failure of the Borrower to make a required payment, if any, to the Agency when
due under the DDA and/or failure of the Borrower to comply with or to perform when due any
term, obligation, covenant or conditions of the DDA after notice from the Agency under any
applicable notice and cure terms of the DDA, if the failure is not cured in accordance with the
cure provisions of the DDA.
C. Failure of the Borrower to comply with or to perform when due any other term
obligation, covenant or condition contained in this Promissory Note or any other agreement
which secures this Promissory Note, after notice from the Agency, under the applicable notice
and cure terms.
D. Any warranty, representation or statement made or furnished to the Agency by or
on behalf of the Borrower pursuant to the DDA is false or misleading in any material respect at
the time made or furnished.
E. The DDA, this Promissory Note, the Deed of Trust or any other document
associated therewith ceases to be in full force and effect at any time and for any reason
(including failure of any collateral document to create a valid and perfected security interest or
lien) due to a default by the Borrower and failure to cure such default during any applicable cure
period and other than by virtue of the repayment satisfaction and/or mutual release of any such
obligation.
"B"-2
r:v.H'D4-0s-02 soss Ha11muk Parkway DDA.DOC
F. The death or insolvency of either party constituting the Borrower, or the
appointment of a receiver for any part of the Borrower's property, any assignment for the benefit
of creditors under any type of creditor workout, or the commencement of any proceeding under
any bankruptcy or insolvency laws, unless such proceedings are discharged or dismissed within
ninety (90) days following commencement by or against the Borrower.
G. Commencement of foreclosure or forfeiture proceedings, whether by judicial
proceeding, non-judicial foreclosure, self-help, repossession or any other method, by any creditor
of the Borrower or by any governmental agency, against any collateral securing this Promissory
Note, or by any governmental agency, unless such proceedings are discharged or dismissed
within ninety (90) days following commencement. However, this event of default shall not be
deemed to have occurred if there is a good faith dispute by the Borrower as to the validity or
reasonableness of the claim which is the basis of the creditor or forfeiture proceeding, and if the
Borrower gives the Agency written notice of the creditor or forfeiture proceeding and furnishes
reserves or a surety bond for the creditor or forfeiture proceeding satisfactory to the Agency and
proceeds to vigorously defend against such a claim.
H. Sale, transfer, hypothecation, assignment, or conveyance of the Agency Property
or any portion or interest thereof by the Borrower without the Agency's prior written consent
except as expressly permitted by the DDA.
If any default (other than a default described in (A), or (B), above) is curable, and if Borrower
has not been given a notice of a default of the same provision of this Promissory Note within the
preceding twelve (12) months, such a default may be cured (and in such event no default will be
deemed to have occurred) if Borrower, after receiving written notice from the Agency
demanding cure of such default:
(i) cures the default within ten (10) calendar days; or
(ii) if the cure requires more than ten (10) calendar days, immediately initiates
steps which the Agency deems in its sole discretion to be sufficient to cure the
default, and thereafter Borrower continuously pursues such cure to completion.
8. RIGHTS OF THE HOLDER. Upon default by the Borrower, the Agency may exercise
any of its rights provided under the DDA, including, without limitation, the declaration by the
Agency or the holder in due course of this Promissory Note (individually or collectively the
"Holder") that the entire unpaid principal balance of this Promissory Note and all accrned and
unpaid interest is irnmediately due and payable, without notice or presentment. Upon the failure
of the Borrower to pay all amounts declared due pursuant to this paragraph entitled "RIGHTS
OF THE HOLDER", including failure to pay at the Maturity Date, the Holder, at its option, may
also, if permitted under applicable law, increase the interest rate on the unpaid principal balance
of this Promissory Note accrnes after the date such amount is declared due, to the rate of ten
percent (10%) per annum. The Holder may hire or pay someone else to help collect this
Promissory Note, if the Borrower does not pay. The Borrower will pay the Holder the amount of
any and all such collection related expenses, including without limitation, subject to any limits
under applicable law, the Holder's reasonable attorneys' fees, whether or not there is a lawsuit,
including, without limitation, reasonable attorneys' fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals,
"B" - 3
P:WI'D4-08-02 SOSS Hallmark Parkway DCA-DOC
and any post-judgment collection services. The Borrower also will pay any court costs, in
addition to all other sums provided by law. This Promissory Note has been delivered to the
Holder and accepted by the Holder in the State of California. If there is a lawsuit arising under
this Promissory Note, the Superior Court of the State of California and for the County of San
Bernardino shall have jurisdiction of such lawsuit. This Promissory Note shall be governed by
and construed in accordance with the laws of the State of California.
9. COLLATERAL. The Borrower acknowledges this Promissory Note is secured by a
Deed of Trust encumbering the Agency Property (as defined in the DDA).
10. GENERAL PROVISIONS. The Holder may delay or forego enforcing any of its rights
or remedies under this Promissory Note without losing them. Borrower and any other person
who signs, guarantees or endorses this Promissory Note, to the extent allowed by law, each
waive any applicable statute of limitations, presentment, demand for payment, protest and notice
of dishonor. Upon any change in the terms of this Promissory Note, and unless otherwise
expressly stated in writing, no party who signs this Promissory Note, shall be released from
liability. All such parties agree that the Holder may renew or extend (repeatedly and for any
length of time) this Promissory Note, or release any party, or collateral; or impair, fail to realize
upon or perfect the Holder's security interest in any collateral; and take any other action deemed
necessary by the Holder in its sole discretion without the consent of or notice to anyone. All
such parties also agree that the Holder may modify this Promissory Note and/or the DDA
without the consent of or notice to anyone other than the party with whom the modification is
made.
All defined words, terms or phrases indicated by initial capital letters used in this Promissory
Note and not specifically defmed in this Promissory Note shall have the meanings ascribed to
such word, term or phrase in the DDA.
PRIOR TO SIGNING TillS PROMISSORY NOTE, BORROWER HAS READ AND
UNDERSTANDS ALL OF ITS PROVISIONS. BORROWER AGREES TO THE TERMS OF
THIS PROMISSORY NOTE AND ACKNOWLEDGES RECEIPT OF A COPY HEREOF.
BORROWER
Stan Robbins and James Robbins,
jointly and severally
Stan Robbins
James Robbins
"B"-4
P:\AIfID4.08-02 5055 HaIInwt. Parkway DDAIX>C
P:~ soss HaJbrwt Parkway DDA.DOC
EXHIBIT "C"
FORM OF DEED OF TRUST
"e" - 1
EXHIBIT "D"
TENANTUMPROVEMENTS
. Return integrity of the Property to Industrial use by removing office partitions, removing
sauna, and reinforcing the poured-in-place concrete walls.
. Remove the plywood and re-establish the main entrance at the front of the building.
. Resurface parking lot.
. Improve landscaping.
. Other improvements based on needs of tenants.
UD" _ 1
P:\AIM4..(l~ 5OS5 Hallmark Parkway DDA-DOC