HomeMy WebLinkAboutR30-Economic Development Agency
ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
SUBJECT: JOINT PUBLIC HEARING - PROPOSED
DISPOSITION AND DEVELOPMENT
AGREEMENT BETWEEN THE
REDEVELOPMENT AGENCY AND
WATERMAN HOLDINGS, LLC
RELATED TO mE SOUTHWEST
CORNER OF 4m & WATERMAN (APN
0135-191-11) (CENTRAL CITY EAST
___________________________________________________________________~_~_~~~Q!'~_~_'I~~~~!_~_~l_____
SynoDS\s of Previous Commission/Council/Committee Action(s):
FROM:
Gary Van Osdel
Executive Director
DATE:
November 22, 2004
ORiGiNAL
On November 2, 2004, Redevelopment Committee (members Estrada and Longville present) unanimously voted to
recommend that the Community Development Commission consider a disposition and development agreement
Waterman Holdings, LLC for approval.
Recommended Motion(s):
OPEN/CLOSE PUBLIC HEARING
(Community DeyeloDment 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 WATERMAN
HOLDINGS, LLC AND AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE THE
DISPOSmON AND DEVELOPMENT AGREEMENT BETWEEN THE AGENCY AND
WATERMAN HOLDINGS, LLC (4TH & WATERMAN AVENUE-APN0135-191-Il)
(Mayor and Common Council)
MOTION B: 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 WATERMAN
HOLDINGS, LLC (4TH & WATERMAN AVENUE-APN0135-191-Il)
Contact Person(s):
Project Area(s)
Gary Van Osdel
Central City East
Phone:
(909) 663-1044
Ward(s):
First
Supporting Data Attached: 0 Staff Report 0 Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) 0 Letters
FUNDING REQUIREMENTS Amount: $ 190,000
Source:
N/A
SIGNATURE:
N/A
Commission/Council Notes:
{"28so -B 2o:JLj - 6 ilk,
o Ol-j 2i.~4- 41
P:\AgendasIConnn [lev CominissionlCDC 2004104-12-06 Proposed Agnnt.-4lh &. Watonnan SR.doc
COMMISSION MEETING AGENDA
Meeting Date: 12/06/2004
Agenda Item Number: (3 Q
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
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PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE
REDEVELOPMENT AGENCY AND WATERMAN HOLDINGS, LLC RELATED TO THE
SOUTHWEST CORNER OF 4TH AND WATERMAN (APN 0135-191-11)
(CENTRAL CITY EAST REDEVELOPMENT PROJECT AREA)
BACKGROUND:
The Agency is now the owner of the 3.903 acre parcel (APN 0135-191-11) at the southwest comer of Waterman
and 4th Street. The property is currently zoned Commercial General (CG-l). At the beginning of this fiscal year,
the City Administrator approached the Agency Executive Director with a request that the Agency consider
acquiring City surplus properties, including the above referenced parcel, as a means of helping with the City's
budgetary difficulties. The City Administrator was advised that the only Agency funds available for acquiring
property would be the 20% low-mod funds and thus the only City property that could be acquired would have to be
residentially zoned. In anticipation of selling the subject property to the Agency, the City had it appraised as
residential ($1.25 pst). Subsequently, at the City Council Meeting of April 4, 2004, the Council authorized the
Director of Development Services to initiate proceedings for a General Plan Amendment to change the land use
designation of the subject property to Residential (RS).
On or about April 20, 2004, the Agency was contacted by the ICQ Investment Group, Inc., regarding a desire to
purchase the subject property at market value (estimated to be $2.50 pst) together with a contiguous .67 acre parcel
(APN 0135-191-15) owned by the Agency (the "Properties"). At that time, the ICQ investment Group indicated an
interest in using the Properties under current zoning in response to a County Request for Proposals (RFP) for the
development of a 25,000 square foot County office building for the Department of Children Services. Realizing the
opportunity to potentially make more money for the City, (commercial property typically has a higher value than
residential), on May 3, 2004, the Council/Commission authorized Agency Staff to enter into negotiations with the
ICQ Investment Group for the proposed commercial use of the Properties and directed City Staff to suspend the
General Plan amendment process.
Not knowing if the proposal submitted by the ICQ Investment Group in response to the RFP would be the one
selected by the County, Staff recommended that the Commission consider a 45-day redevelopment project study
agreement. Such an agreement would provide the Agency and the ICQ Investment Group sufficient time to learn of
the County's decision without committing to sell/acquire the Properties. Thus, on June 7, 2004, the Commission
approved a Redevelopment Project Study and Redevelopment Assistance Agreement (the "Agreement") with the
ICQ Investment Group. In a letter dated June 16, 2004, the County notified the ICQ Investment Group that they
were not selected. Subsequently, Agency staff learned that the Carousel Mall had been selected to provide the
25,000 square foot office facility for Children Services. Apparently, the Mall was selected because it was able to
offer a lower lease rate, in part, because the Mall did not have to incorporate costs for security and maintenance in
its lease rates.
Qn July 29, 2004, although the term of the Agreement had run its course, the ICQ Investment Group was
encouraged by Staff to submit a proposal in response to another County RFP soliciting bids to provide an
approximate 17,000 square foot office facility for the Department of Pre-School Services. Qn September 27,2004,
the ICQ Investment Group was notified by the County of its selection to provide the facility for the Department of
Pre-School Services at the 4th and Waterman Avenue location.
CURRENT ISSUE:
For purposes of developing and owning the County facility, the ICQ Investment Group has created Waterman
Holdings, LLC, a single asset corporation ("Developer"). In order to provide evidence to the County of site control
P:\Agendas\Corrnn Dev Corrnnission\CDC 2004\04-12-06 Proposed Agrmt.-4th & Waterman SR.doc
COMMISSION MEETING AGENDA
Meeting Date: 12/06/2004
Economic Development Agency StafIReport
Proposed Agreement - 4TH & Waterman
Page 2
by the Developer and in light of the short time frame in which to meet the County's occupancy deadline (July
2005), staff proposes that the Agency enter into a Disposition and Development Agreement ("DDA") with the
Developer at this time. Because of uncertainties regarding the bounds of the Agency's .67 acre parcel (APN 0135-
91-15) as well as potential contamination issues, said parcel will not be considered in the proposed DDA.
Consequently, the DDA will be limited to the 3.903 +/- acre parcel (the "Site"). The Site has been appraised by
James Smothers MAl at $3.00 per square foot. The total square footage of the Site is currently being determined
via an ALTA Survey. Depending on the ultimate square footage of the Site as determined by the ALTA Survey,
the total value of the Site could range from $450,000 to $550,000.
Pursuant to the proposed DDA and prior to close of escrow, the Agency will subdivide the Site into two parcels
consisting of a Phase I Property of approximately 2.0 acres and a Phase II Property consisting of approximately 1.6
acres. The balance of the Site falls within a flood control easement. The Developer will acquire the Phase I
Property for $3.00 per square foot and will develop thereon a 16,864 square foot, single story, concrete tilt-up, or
masonry block structure together with 85 parking spaces, perimeter fencing, and landscaping. The Phase I Property
will be the new home to the County's Department of Pre School Services. With a projected value of the Phase I
Property upon completion of development estimated at $2,225,000, the Agency will realize approximately $22,000
annually in tax increment revenue. To compensate the Developer in part for providing a below market lease rate to
the County, the Agency will reimburse the Developer annually for ten years an amount equivalent to 60 per cent
(60%) of the tax increment received from the Phase I Property development.
The Agency will retain ownership of the Phase II Property. The Developer shall be entitled to enter escrow and
close on the Phase II Property within a period of five years from the date of the DDA or upon opting to acquire fee
title to the Phase II Property, whichever occurs first. During development of the Phase I Property, the Agency will
install the same style perimeter fencing together with drought resistant, low maintenance landscaping on the Phase
II Property. It is anticipated that the ultimate development of the Phase II Property will generate an additional
$20,000 a year in tax increment revenue.
ENVIRONMENTAL IMPACT:
The proposed project has been assessed by the Agency's environmental consultant pursuant to the California
Environmental Quality Act. The Consultant has determined that the project is exempt from the Act, and qualifies
for a Categorical Exemption.
FISCAL IMPACT:
The rebate of a sum of money to the Developer over a ten year period equivalent to 60 per cent of the net tax
increment revenues emanating from Phase I Property is estimated to cost the Agency approximately $140,000.
The Agency's cost for the fencing and interim landscape improvements on the Phase II Property is estimated to be
approximately $50,000.
RECOMMENDATION:
That the Mayor and Common Council and the Community Development Commission adopt the attached
~OC
P:\Agendas\Comm Dev Conunission\CDC 2004\04.12.06 Proposed Agrmt.-4th & Waterman SR.doc
COMMISSION MEETING AGENDA
Meeting Date: 12/06/2004
- 20
RESOLUT~~~
2
3
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 WATERMAN HOLDINGS LLC (4TH
& WATERMAN AVENUE - APN 0135-191-11)
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5
6
WHEREAS, the City of San Bernardino, California (the "City") is a municipal
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corporation and charter city, duly organized and existing pursuant to the provisions of the
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constitution of the State of California; and
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WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency")
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desires to dispose of certain real property (the "Agency Property") owned by the Agency, as
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set forth in that certain agreement by and between Waterman Holdings, LLC (the "Buyer") and
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the Agency entitled "Disposition and Development Agreement" (the "DDA"); and
WHEREAS, the Agency Property is located at the southwest comer of 4th Street and
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Waterman Avenue within the Central City East Redevelopment Project Area and is
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unimproved; and
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WHEREAS, an appraisal of the Agency Property was performed in October, 2004 by
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Smothers Appraisal (the "Appraiser"); and
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WHEREAS, according to the appraisal report dated October 27, 2004 (the "Agency
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Appraisal Report"), prepared by the Appraiser, the fair market value of the Agency Property is
$3.00 per square foot; and
21
WHEREAS, the Agency intends to enter into the DDA pursuant to which the Agency
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proposes to sell the Agency Property to the Buyer for the fair market value of$3.00 per square
23
foot; and
24
WHEREAS, pursuant to Section 15332 of the California Environmental Quality Act
25
Guidelines the Agency has reviewed the proposed sale and use of the Property and has
P \.Agendas\ResolullonsIResolulions\1{)()4\04-12-06 4th & \',almnan MeC Reso doc
determined that the project, as identified in the DDA, is exempt from the Act and qualifies for
2 a Categorical Exemption, Class 32 (Guidelines Section 15332) as the project meets all four
3 requirements for an Infill Project; and
4 WHEREAS, the acquisition of the Agency Property by the Buyer is consistent with the
5 Central City East Redevelopment Plan; and
6 WHEREAS, it is appropriate for the Mayor and Common Council to approve the
7 disposition of the Agency Property to the Buyer as set forth in the DDA and this Resolution.
8 NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND
9 ORDERED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
10 BERNARDINO, AS FOLLOWS:
II Section 1. This Resolution is adopted in furtherance of the provisions of Health and
12 Safety Code Section 33433 ("Summary Report"). Said Summary Report is on file with the
13 Agency Secretary.
14 Section 2. The Mayor and Common Council have conducted a full and fair public
15 hearing regarding the disposition of the Agency Property pursuant to the terms and conditions
16 of the DDA. The disposition of the Agency Property is consistent with the adopted
17 Implementation Plan of the Agency and the total value and consideration realized by the
18 Agency under the DDA for the disposition of the Agency Property is not less than the fair
19 market value of the Agency Property at its highest and best use in accordance with the
20 Redevelopment Plan. Subject to the approval of the DDA by the Community Development
21 Commission of the City of San Bernardino, the Mayor and Common Council, hereby approve
22 the disposition of the Agency Property on the terms set forth in the DDA.
23 Section 3. The Mayor and Common Council find that the disposition of the Agency
24 Property as contemplated under the DDA qualifies as an In-fill Project pursuant to Section
25
2
p "AgendasIResolul1ons\Resolullons\1004',04-12-06 4th & Waterman MCC Reso doc
15332 of CEQA and IS therefore exempt from the Act and qualifies for a Categorical
2 Exemption.
3
Section 4.
This Resolution shall take effect upon its adoption and execution in the
4 manner as required by the City Charter.
5 1/1
6 1/1
7 /II
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P 'AgendasResolullons\ResolutlOns'2004\04-1~-0t> 4th & Waterman MeC Reso doc
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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 WATERMAN HOLDINGS LLC (4TH
& WATERMAN AVENUE - APN 0135-191-11)
3
4
5
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
6
Common Council of the City of San Bernardino at a
meeting thereof, held
on the day of
7
Council Members: Ayes
8
ESTRADA
9
LONGVILLE
10
MCGINNIS
11 DERRY
12 KELLEY
13 JOHNSON
14 MC CAMMACK
15
16
, 2004, by the following vote to wit:
Nays
Abstain
Absent
Rachel G. Clark, City Clerk
17
18 The foregoing resolution is hereby approved this
day of
,2004.
19
20
21
Judith Valles, Mayor
of the City of San Bernardino
22
By:
23
24
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P \Agendas\ResolutJons'RnolullOns\1004\04. I 2-06 4th & Waterman MeC Rcso doc
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CC (Q) [P'if
RESOLl'TION NO.
~
A RESOLVTIO\' OF THE COMl\Jl1NITY DEYELOP:\IE'IT
CO\1MISSION OF THE CITY OF SAN BEIt."'ARDINO APPROVING THE
SALE OF CERTAIN REAL PROPERTY BY THE REDEVELOPMEl\T
AGEl\TY OF THE CITY OF SAN BERNARDINO TO WA TER:\1A:\'
HOLDI'IGS, LLC A:\D AUTHORIZING THE AGENCY EXECliTIVE
DIRECTOR TO EXECl'TE THE DISPOSITIO:\ A\'D DEYELOP:VIENT
AGREEME'IT BETWEEN THE AGENCY AND ~~TERMA1\'
HOLDINGS. LLC (..tTII & WA TER\IA\' A VEi\lE - APN 0135-191-11)
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Ithc "Community Dc\'elopment Commission") is the gon~rning board of the Redewlopment
(1
\\'HEREAS, the Community Development Commission of the City of San Bernardino
s
lJ
,\-genc; of the City of San Bernardino (the "Agency"): and
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WHEREAS. the Agency Property is located at the south\\est Cllfner of .+(!1 Street and
II
Waterman A venue within thc Central City East Rede\'elopment Project Area and is
I:::
unimprO\ed: and
I,~
\\TIEREAS. an appr3isal of the Agency Property \\3S performeJ in October 200.+ by
I,,)
Smothers Appraisal (the "/\ppraiser"): and
15
WHEREAS. according to the report dated October 27. 200.+ (the "Agency Appraisal
16
Report"), preparcd by the Appraiscr. the Llir markct value of the Agency Property is $3,00 per
I~
square foot: and
1 S
WHEREAS. Waterman Holdings. LLC (the "Buyer") ha\e offered to acqUlre the
19
Agency Property for the fair market \alue of 53,00 per sqll3re foot: and
WHEREAS, the Agency intends to enter into the Disposition and Dewlopment
.\greement (the "DDA") pursuant to which the Agency proposes to sell the Agency Property to
the Buyer for the Llir market value of53.00 per square foot: and
\\'I-IEREAS. pursuant to Section 15332 of the California Environmcntal QU31it) Act
Guidelines. the Agency has reviewed the proposed s3le and use of the Agency Property and
]1::\S determined that the project. as identified in the DDA. is exempt from the Act and qualifies
r -\:::en.i;\~ K",(ll.;:lom Re,,,I,:[Ic):l, :,~,,, 1'-''';.: :-I~'CJ -l:h &: Watem.\:', C[Jr P,t''>() l.k~
I as a Categorical Exemption. Class 32
o requirements j(lr an In-fill Project: and
(Guidelines 15n2) as the project meets all four
WHERL\S. disposition of the Agency Property to the Buyers is consistent \\ith the
-1 ' l entral Cit\ East Rede\l~lopment Plan: anll
:, WHERL\S. it is appropriate for the Community Development Commission to apprm'e
b the disposition of the Agl:ncy Propl:rty to the BUYer as set forth in the DDA and this
Rl:solution.
s 1\OW. THEREFORE. THE CO!\L\fL:\JITY DEVELOPI\lE:':T CO\IMISSIOl\ OF THE
9 CIT'!" OF SA'\ BERT"ARDINO DOES HEREBY RESOLVE. DETER.\II:.:E A"\;D ORDER. AS
] 0 FOLLO\\'S:
II
Section I.
This Resolution is adopted in furtherance of the provisions of Health &
1 = Safe!\ Code Section 33-+33 (""Summary Report"). Said Summary Report is on tile \\ith the
:. Agency Secretary.
1-1
Section 2.
The Community Development Commission has conducted a full and fair
1 :,
public hearing regarding the disposition of the Agency Property pursuant to the terms and
]6
conditions of the DDA. The total value and consideration realized by the Agency under the
17
DDA for the disposition of the Agency Property is not less than the fair market value of the
18
Agency Property at its highest and best use in accordance \vith the Rednclopment Plan. The
19
Community Dnelopment Commission hereby approves the disposition of the Agency Property
=0
on the terms set forth in the DDA. The Community De\'elopment Commission hereby appro\'es
=1
the DDA in the form as presented at the meeting at \vhich this Resolution is adopted. The
0'
Executi\e Director of the Agency is hereby authorized and directed to execute the DDA on
0'
_J
behalf of the :\gency. together \vith such technical and nOIHnJtcrial conforming changes as
=-1
may be recommended by Agency Counsel. The DDA as hereby appro\'ed shall haw no force
~5
or effect until it hJS been executed by the Executive Director of the Agency.
,
I [' .-\.:.;~\j.!, Rt"(':u!ll):"~ .!Ze,
:>'.'''; "";_ i 2-'-" 4th t\ \~ ~:O:::I~:,l:, Ci)( Rc,o ,~"
Section .~.
The Community De\elopment Commission finds th:lt the disposition of
the real property as contemplated under the DDA qualifies as an In-fill Proiect pursuant to
, I Section 153" 0 [ Ihe CEQ A G oidel ill" alld i, Ih'lel"ce ""mpl [com Ih, "I mid qoal i"" tOI a
Categorical Exemption. The Executi\(? Director of the Agency is hereby authorized and
5
6 directed to prepare and file with the County Clerk. tht? appropriate form of a :\otice of
Exemption in cunnection \\'ith the adoption of this Rt?solution.
S Section -to
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III
II
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16
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IS
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Tht? Resolution shedl become effectiw immediately upon its adoption.
j' \~(:I:jil~ Kt"',-,;;I'"I")' Kt"'~d': I,'.::' ~ '.... '" ";'~l t.: \\?te~I';1il:' cnc Rl",< j,<
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,
A RESOLUTION OF THE COMMUNITY DEVELOP!\IF:~T
CO\I:\lISSION OF THE CITY OF SAN BERNARDINO APPRO\'ING THE
SALE OF CERTAIN REAL PROPERTY BY THE REDE\'ELOPMENT
AGENCY OF THE CITY OF SAN BERNARDINO TO WATERMAN
HOLDINGS, LLC AND AUTHORIZING THE AGENCY EXECl;TIVE
DIRECTOR TO EXECUTE THE DISPOSITION AND DEVELOPMEl\T
AGREE\lENT BETWEEN THE AGENCY AND WA TER\L\N
HOLDINGS, LLC (-tIll & WATER!\lAN AVENUE - APN 0135-191-11)
3
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"
(, ,I
I
I HEREBY CERTIFY that tbe foregoing Resolution \\:.IS duly adopted by the
Communi ty Dc\"e!opment Commission of tbe City of San Bernardino at a
mcclino
to
. 2004. by the follO\ving \'ote to wit:
Navs
Abstain
Absent
]8
Secretary
I ') The foregoing resolution is hereby approved this
day of
.2004.
20
21
"
Judith Valles, Chairperson
Community Development Commission
of the City of San Bernardino
B\:
:-\pproveJ a
I Content:
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p _:"~endd~Rev:tJl;' n;; Re")!,,tl<':" :,.(:.j ',-d.: :_,1(> .Jth &- \\".l1efrnan cpr RC-"l' ,1-':
2004
DISPOSITION AND DEVELOPMENT AGREEMENT
BY AND BETWEEN
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
AND
WATERMAN HOLDINGS, LLC
2004
DISPOSITION AND DEVELOPMENT AGREEMENT
This 2004 DISPOSITION AND DEVELOPMENT AGREEMENT (this "Agreement") is
entered into as of December 6, 2004, by and between the REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO, a public body corporate and politic (the "Agency") and
Waterman Holdings, LLC, a Califomia limited liability corporation (the "Buyer''). The Agency
and Buyer hereby agree as follows:
RECIT AL
A. The Agency is the owner of that certain real property commonly known as APN 0135-91-
II & 15, located at the southwest comer of Waterman Avenue and 4th Street, San Bemardino,
Califomia, and more particularly described in the legal description attached as Exhibit "A" (the
"Agency Property"). The Agency Property is located in the Central City East Redevelopment
Project Area and consists of an approximately 2.0 acre parcel to be established by the Agency
prior to the close of escrow located approximately 300 feet west of the intersection of 4th Street
and Waterman Avenue (the "Phase I Property"), an approximately 1.6 acre parcel to be
established by the Agency prior to the close of escrow for the Phase I Property located at the
intersection of 4th Street and Waterman Avenue (the "Phase II Property") and an approximately
0.9 acre parcel that consists of the flood control channel presently aligned to the south of the
Phase I Property and the Phase II Property (the "Expansion Property").
B. The Agency Property consisting of the Phase I Property and the Phase II Property may
sometimes be referred to as the "Property" in this Agreement, and the Phase I Property and the
Phase II Property are more particularly illustrated in Exhibit "B" and subject to the Buyer
providing the final legal descriptions with respect thereto prior to the close of the applicable
escrow. The Expansion Property is more particularly described in the legal description attached
as Exhibit "C". The Expansion Property is not a part of this Agreement and any disposition of
such Expansion Property by the Agency to the Buyer shall be subject to further negotiations
between the parties and a separate agreement approved by the parties at their sole discretion
upon such terms and conditions as they may agree in the future.
ARTICLE I
Section 1.01. Purpose of Al!reement. The purpose of this Agreement is to implement
the Redevelopment Plan for the Central City East Project Area (the "Redevelopment Plan") by
providing for the purchase and development by Buyer of the Agency Property. The purchase
and development of the Property pursuant to this Agreement is in the vital and best interests of
the City of San Bemardino (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 and development of the Property contemplated by this
Agreement are consistent with the Redevelopment Plan for the Project Area.
Section 1.02. The Al!encv Property. The Agency Property consists of approximately
four acres of land, more or less. Buyer intends to develop a minimum of 16,864 square feet of
office space for lease to the County of San Bemardino on the Phase I Property. The Buyer shall
4826-75616000.1826-7561-6000.1
P >AgcndaslAgenda Attachments Agnms-Arnend 2004\04-J::-06 Watcnnan Hold.lngs DDA doc
be entitled to close escrow to acquire fee title to the Phase II Property at anytime on or before
December 4, 2009, but the delivery of a noticf' of intention to the Agency to acquire the Phase II
Property which notice must be received by the Agency on or before October 1,2009.
Section 1.03. Benefit to Proiect Area. The Agency has determined that the purchase
and development of the Agency Property by Buyer, 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
(60) day from the Opening of Escrow (as defined below).
"Escrow Agent" means and refers to La\vyers 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 A1!reement.
(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 is defined herein is a California corporation. The principal
office of Buyer for purposes of this Agreement is 4221 Wilshire Boulevard, Suite 240, Los
Angeles, California 90010.
(c) The Agency is a public body, corporate and politic, exerClsmg 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. Chan1!e in Mana1!ement and Control of Buver - Assi1!nment and
Transfer.
(a) 'Transfer" as used in this Section 1.06, means:
(1) Any total or partial sale, assignment 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, assignments 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
4826-7561-6000.1826-7561-6000.1
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P "Agendas'Agenda Allachmcn15\Agrmt5-Amend 2004',04-12.06 Walerman Holdings DDA doc
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, assignment, conveyance, or transfer in any other
mode or form, or with respect to any ownership interest in Buyer (or series of such sales,
assignments 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,
assignments 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.
Section 1.07. List of Attachments to A2reement. 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" Site Map of Phase I and Phase II Property
Exhibit "C" Legal Description of the Expansion Property
Exhibit "D" Form of Agency Quitclaim Deed
Exhibit "E" Improvements
Section 1.08. No Recordation of Al!reement; 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 any portion of the Agency Property. Documents
recorded at the Close of Escrow shall run with the Agency Property.
ARTICLE II
Section 2.01. Acquisition and Disposition of the Propertv. 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:
ail 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
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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 Properh'.
(a) The Phase I 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 Phase I Property as
soon as reasonably possible.
(c) The parties shall likewise enter into a separate escrow at such time that the Buyer
has delivered the notice of intent to acquire the Phase II Property as provided in this Agreement.
Such notice of intent shall be delivered by the Buyer to the Agency on or before October 1,2009,
setting forth the intent of the Buyer to acquire the fee title to the Phase II Property upon payment
of the purchase price determined as provided herein. The same conditions as set forth in
subsection (a) above for the Close of Escrow for the Phase I Property shall apply for the Close of
Escrow for the Phase II Property as appropriate.
Section 2.03 Purchase Price:
(a) The purchase price of the Agency Property is $466,0]4 (the "Agency Property
Purchase Price") and shall be allocated between the Phase I Property and the Phase II Property
on the basis of a price for the Phase I Property of $260,000, regardless of the final nonsubstantial
adjustment in the size of the Phase I Property with the remainder of the price to be paid with
respect to the Phase II Property. The Agency Property Purchase Price was determined on the
basis of a land valuation pursuant to an independent appraisal report equal to $3.00 per square
foot which valuation has been determined by the Agency to be the fair market value for the
Agency Property to be sold to the Buyer. The Agency Property Purchase Price for the Phase I
Property shall be paid and the Escrow shall close for the Phase I Property on or before June I,
2006, after which date either party may terminate this Agreement upon notice to the other party.
(b) Payment of Agency Propeny Purchase Price. Upon the Opening of Escrow (as
defined below) for each of the Phase I Property and the Phase II Property Buyer shall deliver to
Escrow a non-refundable deposit in the amount of Twenty Thousand Dollars ($20,000.00) (the
"Deposit") for each such escrow. The Deposit, together with an additional cash amount to be
remitted by the Buyer into Escrow to be equal to $240,000, shall be applied to the Agency
Property Purchase Price of $260,000 at the Close of Escrow for the Phase I Property. The
Agency shall retain ownership of the Phase II Property until such time as the Buyer elects to
acquire said Phase II Property. Upon the Opening of Escrow for the Phase II Property, the
Deposit shall be made by the Buyer and the remainder of the Agency Property Purchase Price
shall be remitted to Escrow for acquisition of the Phase II Property.
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Section 2.04. Openinl! of Escrow.
(a) The transfer and sale of each of the Phase I Property and the Phase II Property
shall take place through escrow (the "Escrow") to be administered by Escrow Holder. The
Escrow for the Phase I Property shall be deemed open ("Opening of Escrow") upon the receipt
by the Escrow Holder of a fully executed copy of this Agreement, and a second separate
Opening of Escrow for the Phase II Property shall be deemed to have occurred upon delivery to
Escrow Holder of wTitten notice of Buyer's election to acquire the Phase II Property pursuant to
Section 1.02 and 2.03(b), above. The Escrow Holder shall promptly confirm to the parties the
escrow number and the title insurance order number assigned to the Escrow for each of the
purchase of the Phase I Property and the Phase II Property by their respective separate escrows
with the Escrow Holder.
(b) In the event that Buyer has not delivered its Due Diligence Certificate for the
Property within 15 days after the Opening of Escrow for the Phase I Property and the Phase II
Property, as applicable, the provisions of Section 4.01 regarding termination 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 charges payable to the Escrow Holder without further or serarate 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. Supplemental 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
cancellation costs of the Escrow Holder, except that the Agency shall be responsible if such
ternlination is the result of the default of the Agency.
Section 2.06. Convevance of Title.
(a) Title to each of the Phase I Property and the Phase II Property shall be conveyed
from Agency to Buyer through Escrow on or before the day designated as the date for the Close
of Escrow for each of the Phase I Property and the Phase II Property (each being referred to
herein as 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 issued through the Escrow issued,
and when all other conditions of this Agreement have been met. The Escrow Holder shall be
instructed to record the Agency Quitclaim Deed in the form as attached hereto as Exhibit "D"
("Agency Quitclaim 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 CL T A Buyer's extended coverage
policy of title insurance (''Title Policy") issued by the Title Company or such other title
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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:
(1) 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 C1osinl!. Oblil!.ations of Al!.encv. Before the Close of Escrow
for each of the Phase I Property and the Phase II Property, the Agency shall deliver to the
Escrow Holder copies of the following documents and other items:
(1) 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) the subdivision or other lot line adjustment as is required by the City for the
establishment of the Phase I Property and the Phase II Property in the
approximate square footage sizes as contemplated by this Agreement;
(5) any other documents, instruments and records required to be delivered to Buyer
under the tern1S of this Agreement or as otherwise required by the Escrow Holder
or the Title Company under the tern1S of this Agreement in order to Close Escrow
which have not been previously delivered.
Section 2.08. C1osinl!. Oblil!.ations of Buver. (a) Before the Close of Escrow for each
of the Phase I Property and the Phase II Property, Buyer shall deliver to the Escrow Holder
copies of the following documents and other items:
(1) 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
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(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, including the final legal descriptions for the Phase I Property and the
Phase II Property, as applicable, subject to approval by the Agency Executive
Director.
(b) Prior to the Close of Escrow for the Phase I Property, the Buyer shall provide to the
Executive Director of the Agency (i) an originally executed copy of that certain lease agreement
by and between the Buyer and the County of San Bernardino (the "County") for the lease by the
County of approximately 16,864 of office space to be built by the Buyer upon the Phase I
Property ("Lease Agreement"), and (ii) copies of the development permit approvals as issued by
the Development Services Department of the County demonstrating that the facility
contemplated by the Lease Agreement has been granted all entitlements and building permits to
allow for the immediate commencement of construction upon the Close of Escrow for the Phase
I Property, and (iii) written evidence of construction financing and/or equity funds to provide for
the construction of the facility that will be the subject of the Lease Agreement. Such Lease
Agreement specified in item (i) above, the entitlement documents specified in item (ii) above and
the evidence of construction financing and/or equity funds specified in item (iii) above shall be
subject to the reasonable approval by the Executive Director and Agency Counsel to ensure that
upon the Close of Escrow of the Phase I Property the construction and development of the
intended building will be immediately commenced by the Buyer.
(c) Provided that the Buyer has duly performed for the Close of Escrow for the Phase I
Property and this Agreement is then in effect, at anytime prior to the Close of Escrow for the
Phase II Property which must Close of Escrow must occur on or before December 4, 2009, the
Buyer shall provide the Agency with the following documents and items to demonstrate that the
Phase II Property is being acquired solely for the purpose of development of a building or
structure thereon that is permitted to be built by the City and that the Phase II Property is not
being acquired for the purpose of speculation or for resale to another party or for a Transfer that
is not otherwise permitted pursuant to Section 1.06 hereof. At the time that the Buyer delivers its
notice of intent to acquire the Phase II Property, the Buyer shall provide the Agency with the
following documents on or before October 1, 2009:
(1) the final copy of the development permit as issued by the Development Services
Department of the City together with all conditions of approval imposed by the
City and copies of any conditional use permit or other zone change or General
Plan Amendment as applicable to the Phase II Property;
(2) the lease with a tenant or statement from the Buyer that the development of the
Phase II Property is for a spec building intended for lease to one or more
prospective tenants not presently identified;
(3) copies of construction loan commitments from commercial lenders setting forth
the terms and conditions upon which the construction loan will be made for the
Phase II Property;
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(4) verification that the Buyer has sufficient equity funds and cash available for the
completion of the construction of the improvements intended for the Phase II
Property together with the funds to be made available from the construction loan;
(5) a statement from the Buyer that the Buyer will not resell the Phase II Property
except as permitted pursuant to this Agreement;
(6) written verification by the Buyer that the Phase I Property has been duly acquired
by the Buyer pursuant to this Agreement and that the Buyer has not received any
notice of default from the Agency under this Agreement that remains uncured as
of the date of such verification.
Section 2.09. Environmental Law.
For the purposes of this Agreement, the terms set forth below shall have the following
meanmg:
(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 Agency Property), occupational or
environmental conditions on, under, or about the Agency 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 101 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
industrial hygiene, and only to the extent the occupational health or industrial hygiene
laws, statutes, ordinances, or regulations relate to hazardous substances on, under, or
about the Agency Property, or the regulation or protection of the environment, including
ambient air, soil, soil vapor, groundwater, surface water, or land use.
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(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 172.10 I], or by
the EP A, 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 refined 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 Dili2ence Investi2ation of the A2encv Property.
(a) Within fifteen (15) days from and after the applicable Opening of Escrow for each
of the Phase I Property and the Phase II Property, 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.
(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.
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(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 Dili2ence Certificate. Within fifteen (15) days following the
applicable Opening of Escrow for each of the Phase I Property and the Phase II Property, 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 Phase I Property or the Phase
II Property, as applicable; or
(b) contains a description of the matters or exceptions relating to the condition of the
respective portion of the either the Phase I Property or the Phase II Property which the Buyer
was not able to accept or resolve to its satisfaction during the applicable 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 Property. The Buyer acknowledges and agrees that it
shall be given a full opportunity under this Agreement to inspect and investigate every aspect of
the Phase I Property and the Phase II Property during the applicable Due Diligence Period. The
Buyer shall accept the delivery of possession of the Phase I Property and the Phase II Property,
as applicable. being purchased on the Close of Escrow in an "AS IS", "WHERE IS" and
"SUBJECT TO ALL F AUL TS" 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 Phase I Property and the Phase II Property. The Buyer hereby acknowledges that it shall
rely solely upon its own investigation of the Phase I Property and the Phase II 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 Phase I Property and the Phase II
Property. The Buyer is not relying on any statement or representation by the Agency relating to
the condition of the Phase I Property and the Phase II 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 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
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representation or warranty with respect to the accuracy, completeness or methodology or content
of such reports or information.
The Buyer acknowledges that there was the existence of previous structures and buildings
upon the Agency Property and it is not known to what extent underground structures, pipelines,
utilities and other similar subterranean improvements may presently exist on the Agency
Property at and below ground level. The Buyer shall conduct its own subterranean investigations
and soils reports and further acknowledges that it has not relied upon any written document, oral
statement or other representations made by or on behalf of the Agency with regard to the
conditions of the soils or as to any subterranean structures or other unknown physical conditions
with the Agency Property.
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 being 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 Phase I Property and the Phase II 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, Buyer 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 MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR."
The undersigned Buyer, 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.
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Initials of Buyer:
The provisions of this Section 2.13 shall survive the Close of Escrow for each of the
Phase I Property and the Phase II Property.
Section 2.14. Review and Approval of Condition of Title.
(a) Within fifteen (15) days following the applicable Opening of Escrow, the Agency
shall cause to be delivered to the Buyer a preliminary title report or title commitment for a CL T A
extended coverage policy of title insurance issued by the Title Company, describing the state of
title of the Phase I Property and the Phase II Property, as applicable, to be transferred to the
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 Phase I Property and the Phase II Property, as applicable, 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 of the 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 III
Section 3.01. Uses.
(a) Acknowledgements of Buyer.
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.
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The provisions of this Se-rion 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
is used by an owner 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 then owner 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
in-lieu payment referenced above is due by the Buyer or any successor in interest 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 m the
Agency Quitclaim Deed for each of the Phase I Property and the Phase II Property.
(d) The Buyer covenants and agrees to construct certain improvements on the Phase I
Property, all as set forth in Exhibit "E".
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 for each of the Phase I Property and the Phase II Property.
Section 3.03. Obli2ation 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 or any part thereof.
Section 3.04. Form of Nondiscrimination and Nonse2re2ation 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
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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".
Section 3.05. No Liability for Breach to a Predecessor in Interest. A breach or a
violation by an owner of the Agency Property, or a portion thereof, of a covenant set forth in this
Article III shall not subject such owner'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. A2encv Ouit Claim Deed. All of the provisions in Sections 3.01 to 3.05,
inclusive, shall be included in the Agency Quit Claim Deed for each of the Phase I Property and
the Phase II Property. Accordingly, Sections 3.01 to 3.05, inclusive, shall not survive each such
Close of Escrow except as personal covenants of Buyer.
Section 3.07. Maintenance Condition of the A2encv Property. Subject to the
satisfaction of the conditions of Section 3.01(d) of this Agreement, the Buyer for itself, its
successors and assigns hereby covenants and agrees that:
(a) The areas of the Agency 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 of recordation 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 ofa 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
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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
provisions of this Section 3.07, shall be a covenant running with the land for a term of ten (J 0)
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.
Section 3.08. Pledl!e of Tax Increment Revenues to Buver. (a) The Agency hereby
pledges to the Buyer an amount equal to sixty percent (60%) of the one percent (J %) general
property taxes, exclusive of any override taxes, special taxes, ad valorem taxes for general
obligation bonded indebtedness or other special assessments, paid by the Buyer and received by
the Agency as tax increment revenues attributable to the developments that shall occur upon the
Phase I Property and the Phase II Property within the Project Area (the "Pledged Tax
Increment"'). The Agency shall be responsible to pay from the forty percent (40%) of the tax
increment revenues to be retained by the Agency for the deposit of the twenty percent (20%) of
the tax increment revenues into the Low and Moderate Income Housing Fund of the Agency and
the payment of any and all ERAF and pass-through payments, whether pursuant to statute or
agreement or otherwise, to taxing entities receiving property taxes within the Project Area.
(b) The payments of the Pledged Tax Increment shall commence in the fiscal year next
succeeding the fiscal year in which the Buyer receives a separate certificate of occupancy for the
developments upon the Phase I Property and the Phase II Property and continuing for a total of
ten (10) fiscal years after the fiscal year in which a certificate of occupancy is so issued for each
of such developments upon the Agency Property. It is recognized that there will be in all
probability two (2) separate ten-year periods consisting of one each for the Phase I Property and
another for the Phase II Property.
(c) The Agency shall remit the Pledged Tax Increment to the Buyer on a semi-annual
basis within thirty (30) calendar days after the following events shall have occurred with respect
to each payment of the County one percent (I %) property taxes: (i) the Buyer has duly paid the
applicable property taxes on a timely basis on or before December 10 and April 10, or any other
delinquency date for the payment of any supplemental property taxes for the first fiscal year of
the ten-year period, (ii) the Buyer has provided to the Agency copies of the applicable property
tax bill and copies of a canceled check or other official receipt from the County indicating that
the payment has been made by the Buyer and received by the County, and (iii) payment of the
tax increment revenues has been verified by the Agency as having been received from the
County for the property tax payment for which the Pledged Tax Increment payment is then
intended to be made by the Agency to the Buyer, and (iv) as of the date of each payment to the
Buyer of the Pledged Tax Increment, the Buyer continues to be the owner of the Phase I Property
or the Phase II Property, as applicable, and there has been no Transfer, assignment or sale or
other conveyance of the Phase I Property, the Phase II Property or any interest in this Agreement
not otherwise permitted herein.
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(d) In the event that the Buyer should Transfer any interest in this Agreement, the Phase
I Property or the Phase II Property or sell either the Phase I Property or the Phase II Property
prior to the expiration of the applicable ten-year periods for the receipt of the Pledged Tax
Increment, the obligation of the Agency for any further remittances of the Pledged Tax
Increment shall immediately cease and terminate as to the that portion of the Agency Property to
which such inappropriate Transfer or other sale of conveyance has occurred.
Section 3.09. Al!ency Phase II Property Interim Site Improvements. (a) The
Agency hereby agrees to pay directly or to reimburse to the Buyer for the costs to be incurred
and/or paid by the Buyer for certain interim site improvements to be constructed by the Buyer
upon and adjacent to the Phase II Property. Such interim site improvements shall be limited to
the following: (i) wrought iron fencing to be located along the perimeter on 4th Street and
Waterman Avenue and the parcel line between the Phase I Property and the Phase II Property
and chain link fencing or such other suitable fencing materials as may be approved by the City
through the site design approval process for the southern parcel line adjacent to the flood control
channel; and (ii) landscaping improvements, plantings and landscaping materials and irrigation
systems adjacent to or within the perimeter fence line with such landscaping materials and
plantings as may be approved by the City through the site design approval process which are
considered to be low maintenance and drought resistant landscaping materials. Such
reimbursement request shall be submitted in writing to the Agency together with all applicable
supporting materials and invoices indicating the party to whom payment shall be paid, and, if to
be reimbursed to the Buyer, then additional verification in the form of canceled checks to
demonstrate that the payments have been duly made by the Buyer. The Agency obligation to
payor reimburse for such interim site improvements shall not exceed $50,000 and the Buyer
shall pay all necessary costs in excess of said amount. All payments to be remitted by the
Agency pursuant to this subsection (a) shall be made within thirty (30) calendar days after
receipt provided that the Agency has not in good faith contested any aspect of the payment or
reimbursement request.
(b) The Agency shall be responsible for maintaining the Phase II Property in accordance
with such maintenance standards as may be deemed appropriate by the Agency in its sole
discretion. In the event that the Buyer determines that the maintenance of the Phase II Property
is inadequate for the business needs of the Buyer, the Buyer shall be permitted by the Agency to
maintain such Phase II Property interim site improvements to such greater standard as deemed
appropriate by the Buyer at the sole cost and expense of the Buyer.
(c) Upon any acquisition of the Phase II Property by the Buyer in accordance with this
Agreement for the development of an office building on the Phase II Property or such other
development thereon that utilizes any portion of the perimeter fencing, the Buyer shall reimburse
to the Agency the costs of the perimeter fencing, landscaping and irrigation systems for the
development project on the Phase II Property that were paid by the Agency pursuant to
subsection (a) above.
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ARTICLE IV
Section 4.01. Defaults and Remedies.
(a) In the event all of Buyer's conditions precedent to the Close of Escrow are
satisfied or waived by Buyer, and Buyer defaults in the perfonnance of its obligations under this
Agreement, and such default continues for five (5) calendar 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 perfonnance.
(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 perfonnance 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 perfonnance.
(c) Notwithstanding the above, a breach of any obligation of either of the parties
under this Agreement that by its tenns survives the tennination of this Agreement or the Close of
Escrow for both the Phase I Property and the Phase II Property, 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.
(1) 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 perfonn as required by this Agreement, the
Agency shall have the right to tenninate the Agreement after the delivery of notice pursuant to
Section 5.01 including, but not limited to, failure to comply with perfonnance by the applicable
dates for the Close of Escrow and the providing of notice as set forth in Section 1.02 for the
Phase II Property and the date set forth in Section 2.03(a) for the Phase I Property.
Section 4.02. Ril!hts 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.
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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 shaIl 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
Agency Property or any portion thereof shaIl 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. Warranty Al!ainst Payment of Consideration for Al!reement. 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 Al!encv 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) shaIl be personaIly liable to Buyer, or any successor in
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 wiIlful acts of such member, officer or employee.
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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. Not withstanding the above, the final dates for the submittal
of the notice of intent to acquire the Phase II Property and the final date for the Close of Escrow
for the Phase II Property shall not be modified under any conditions by the provisions of the this
Section 5.05(a).
(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 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 terminate this Agreement on sixty (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 thirty (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 or performance obligations that may result from the disposition of the legal
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action. Any such offer from Buyer must be in writing and in a form 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 determined 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 terminate 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 andJor 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 andJor the development thereof as
pertinent to the purposes of this Agreement. Notwithstanding the foregoing, neither party shall
have any right to inspect books andJor 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 liabk 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. Judicial Proceedinl?:s and Attorney's 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
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proceeding or in a separate 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 "attornI:Ys' fees" for purposes of this Section. Any such action
or proceeding must be commenced in the Superior Court for the County of San Bernardino, San
Bernardino District, State of California.
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 A2reement. This Agreement includes 23 pages and 5 exhibits,
which constitute the entire understanding and Agreement of the parties relative to the Agency
Property.
Section 5.14 Inte2ration. This Agreement integrates all of the terms and conditions
mentioned herein or incidental hereto with respect to the Agency Property, and supersedes all
negotiations or previous agreements between the parties with respect to all or any portion of the
Agency Propt;rty.
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 Headin2s. The headings to the paragraphs of this Agreement are for
convenience of reference only, do not fom1 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.
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Section 5.18. Asshwment. Buyer shall not assign his interest or otherwise transfer the
interests in the Agency except as permitted in Section 1.06 of this Agreement.
Section 5.19 Bindinl!: 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.
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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 Osdel
Executive Director
BUYER: WATERMAN HOLDINGS, LLC
By:
],an Torkan,
By:
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IN WITNESS WHEREOF, the partics have signed this Agreement as of the date first set forth
above.
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
By:
Gary Van Osdel
Executive Director
BUYER: WATERMAN HOLDINGS, LLC
By:
Jian Torkan,
By:
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IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first set LJrth
above.
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
By:
Gary Van Osdel
Executive Director
BUYER: WATERMAN HOLDINGS, LLC
By:
Jian Torkan,
By:
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EXHIBIT "A"
LEGAL DESCRIPTION OF AGENCY PROPERTY
PARCEL: APN: 0135-191-11
Parcell of Parcel Map 7140, in the City of San Bernardino, County of San Bernardino, State of
California, as shO\\TI of Map filed in Book 69 of Parcel Maps, Page 1 and 2, Records of said
County.
4826-7561-6000.1826-7561-6000.1
"A" -1
P \Agendas.Agenda Attachmcnts\.A.gnnts.Amcnd ::(11)4,04-12-06 Walerman Hoidlngs DDA doc
EXHIBIT "B"
SITE MAP OF PHASE I AND PHASE II PROPERTY
4826-7561-0000.1826-7561-6000 1
"8" - 1
P 'Agendas~gtTIda AuachmentsAgrmls-Amend 2004',04-l~.06 Wal~rman Hoiding~ DDA d,)(:
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EXHIBIT "C"
LEGAL DESCRIPTION OF EXPANSION PROPERTY
4826-7561-6000.1826- 7561-6000.1
"e" - 1
P \Agendas 'Agenda Attachments Agmlls.Amend ~004,04.12-OO Waterman Holdmgs DOA doc
~
SCHEDULE
A
Order No: 32040,58 K32
Your Ref:
1. The estate or interest in the land hereinafter described or referred to covered by this report is:
A FEE
2. Titk to said est"tc or inlcreSI "lthc datc hcreof is vested in:
THE REDEVELOPMEJ:T l>.GENCY OF THE CTY OF SAN BERNhRDINO
3. The bnd referred 10 in Ihis report is situated inlhe State o[ California. C(lllnt\' (l[ S;Jl EE2lJARDINO
and is described as [ollows:
PARCEL 9 OF Pl>YCEL r.~:..p 7140, n: T:iE CITY OF SAlJ BERNARDINO, COUl,TY OF sa:
BERNhR['I1JJ, SThTE OF C':'.LIFOR!JIA, AS SHO;-;;J OF r.:;,p FILED Ih' BJOr: E~' OF PARCEL
f/.L,PS, PA:3ES 1 AND =, EECORDS OF SAID ComiTY.
~H~_A -le 31,:g7ok
EXHIBIT "D"
AGENCY QUITCLAIM DEED
4826-7561-6000.1826-7561-6000.1
-~D'~ -
P '~"gendas>Agcnda AttachmenLS,^grmtS-A~d ~OO4 04-12-06 Walemwn Holdings DDA doc
RECORDING REQUESTED BY:
When Recorded Mail Document
and Tax Statement To:
SPACE ABOVE THIS LINE FOR RECORDER'S USE
QUITCLAIM DEED
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the
Redevelopment Agency of the City of San Bernardino, a public body corporate and politic (the
"Agency") hereby remises, releases and quitclaims to
and (collectively, the "Buyer") the following described real property in
the City of San Bernardino, County of San Bernardino, State of California (the "Property"):
PARCEL: APN:
This conveyance is further subject to the following community redevelopment covenants:
1. Buyer covenants by and for itself, its heirs, executors, administrators and assigns,
and all persons claiming under or through them, that there will be no discrimination
against or segregation of any person or group of persons on account of race, color, creed,__
religion, sex, age, marital status, national origin or ancestry in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the Property, nor will Buyer 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, sub lessees or vendees in or on the Property.
4833-8544-2304 J
P 'Agendas\Agenda AllaChmenlS\v4-12-06 4th & Waterman QUitclaIm Deed doc
2. All deeds, leases or contracts made relative to the Property must contain the
following nondiscrimination clauses:
(a) In deeds: "The grantee herein covenants by and for itself, its heirs,
executors, administrators 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, age, marital status,
national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the land herein conveyed, nor shall the grantee, or any
person claiming under or through the grantee, establish or permit any such
practice or practices of discrimination or segregation with reference to the
selection, locations, number, use or occupancy of tenants, lessees, subtenants,
sub lessees or vendees in or on the land herein conveyed. The foregoing covenants
shall run with the land."
(b) In leases: "The lessee herein covenants by and for itself, its heirs,
executors, administrators and assigns, and all persons claiming under or through
them, and this lease is made and accepted upon and subject to the following
conditions:
That there shall be no discrimination against or segregation of any person
or group of persons on account of race, color, creed, religion, sex, age, marital
status, national origin or ancestry in the leasing, subleasing, transferring, use,
occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee
itself, or any person claiming under or through it, establish or permit any such
practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy, of tenants, lessees, subtenants,
sublessees or vendees in the land herein leased."
(c) In contracts: "There shall be no discrimination against or segregation of
any person or group of persons on account of race, color, creed, religion, sex, age,
marital status, national origin or ancestry in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the land, nor shall the transferee itself, or any
person claiming under or through it, establish or permit any such practice or
practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants, sub lessees or vendees of
the land.
3. A breach of any of the covenants, conditions or restrictions herein shall not defeat
nor render invalid the lien or charge of any mortgage or deed of trust made in good faith and for
value covering the Property or any part thereof; however, such covenants, conditions and
restrictions shall be binding upon and effective against any new owner of the Property, or any
portion thereof, whose title thereto is acquired by foreclosure, trustee's sale or otherwise. No
mortgagee shall be subject to any reimbursement obligation which accrues prior to the date such
mortgagee takes title to the Property.
4833-8544-23041 2
P \Agendas ,^gCTlda ArtachmenlS\04-I::-06 4th & Waterman QuilCJaim D<<d doc
4. Buyer covenants for itself, its successors and assigns that, unless otherwise
consented to in writing by the Agency, in the event the Property, or any portion thereof is used
by an owner that is partially or wholly exempt from the payment of ad valorem property taxes
pertinent to the Property, or portion thereof, and does not make the tax payment for any year
based on that exemption, then in such event the owner of the 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 in-lieu payment
referenced above is due by the owner 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 o\'mer of the Property as disclosed in the
property tax records of the County of San Bernardino.
5. 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 (IO) years following the date of recordation of this Quitclaim Deed there is an
occurrence of an adverse condition on any area of the 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 5. If upon 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 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 Property authorized by this
Section 5 shall become a lien on the 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 this Section 5.
4833-8544-2304.1 3
p '.....gcndasAgenda AUach~nlS\04-12-Oo 4ch & Waterman QUllclaim Deed doc
(b) The parties hereto further mutually understand and agree that the rights
conferred upon the Agency under this Section 5 expressly include the power to
establish and enforce a lien or other encumbrance against the 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 Property to the
maintenance standard required under this Section 5, 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 provisions of this Section 5, shall be a covenant
running with the land for a term of ten (10) years following the date of
recordation of this Quitclaim Deed, and shall be enforceable by the Agency.
Nothing in the foregoing provisions of this Section 5 shall be deemed to preclude
the Buyer from making any alteration, addition, or other change to any structure
or improvement or landscaping on the Property, provided that any such changes
comply with applicable zoning and building regulations of the City of San
Bernardino.
6. Invalidation of any provision contained herein by judgment of court or otherwise
shall in no way affect any of the other provisions, which shall remain in full force and effect.
7. A breach or a violation by an owner of the Property, or a portion thereof, of a
covenant set forth in this Quitclaim Deed shall not subject such owner's predecessor in interest
in the Property to any liability for such breach or violation. A breach by a tenant on the Property
of Section I or Section 2 shall not subject such tenant's landlord to liability for the breach by
such tenant.
The Agency shall have the right to enforce the covenants, conditions and restrictions contained
in this Quitclaim Deed notwithstanding any transfer of the Property or any portion thereof.
4833-8544-2304.1 4
P '.Agendas\AgenJa Alt.lChments\04.1~-OO 4th & WalCfTTWl QUHd3Jm Deed doc
IN WITNESS WHEREOF, the Redevelopment Agency of the City of San
Bernardino has caused this Quitclaim Deed to be executed by its authorized officer as of the date
indicated next to the signature, below.
Date:
[NOT ARY ACKNOWLEDGMENT
A TT ACHED]
4833-8544-2304.1 5
P 'Agendas'Agenda Altachments .04-12-06 4lh & Watenron QuitclaIm Deed doc
Redevelopment Agency of the City of San
Bernardino
By:
Gary Van Osdel, Executive Director
IN WITNESS WHEREOF, the Redevelopment Agency of the City of San
Bernardino has caused this Quitclaim Deed to be executed by its authorized officer as of the date
indicated next to the signature, below.
Redevelopment Agency of the City of San
Bernardino
Date:
By:
Gary Van OsdeL Executive Director
[NOT ARY ACKNOWLEDGMENT
A TT ACHED]
ED AS TO FOIUv1:
:1'
I
'/
4833-8544-2304.1 5
P\.Agendas.Agenda AllachmenlS",G.!.I::-06 4th & Walennan QUllclalm Deed due
IN WITNESS WHEREOF, the Redevelopment Agency of the City of San
Bernardino has caused this Quitclaim Deed to be executed by its authorized officer as of the date
indicated next to the signature, below.
Redevelopment Agency of the City of San
Bernardino
Date:
By:
Gary Van Osdel, Executive Director
[NOT ARY ACKNOWLEDGMENT
ATTACHED]
4833-8544-2304.1 5
P \Agendas\Agenda Attachmcntsl04. I 2-00 4lh & "'"3Icrman QUllclalm Deed doc
ACCEPT ANCE OF QUlTCLAlM DEED BY
BGYER
The undersigned hereby acknowledges and accepts the delivery of the subject property
from the Redevelopment Agency of the City of San Bernardino.
Date:
Date:
[NOT AR Y ACKNOWLEDGMENT
ATTACHED]
4833-8544-2304.1
P 'AgenJas,^gcnda Anachmems.(j4- i':::-Vb 4th & Waterman QUl1:1alm D~ed doc
6
ACCEPTANCE OF QUITCLAIM DEED BY
BUYER
The undersigned hereby acknowledges and accepts the delivery of the subject property
from the Redevelopment Agency of the City of San Bernardino.
Date:
Date:
[NOT AR Y ACKNOWLEDGMENT
ATTACHED]
4833-8544-2304.1 6
PAgendas\Agenda AlIachrrle'lm.04.!:..oo 4lh & Walerman Quitclaim Deed d(x;
ACCEPTANCE OF QUlTCLAIM DEED BY
BUYER
The undersigned hereby acknowledges and accepts the delivery of the subject property
from the Redevelopment Agency of the City of San Bernardino.
Date:
Date:
[NOT ARY ACKNOWLEDGMENT
ATTACHED]
4833-8544.2304.1
PAgendas..-\genda Al!achn~ts\04-12-06 4th & W31etman Quitclaim Deed doc
6
EXHIBIT "E"
IMPROVEMENTS
The Improvements on the Phase I Property shall consist of an approximately 16,864 square foot
single story office building of either concrete tilt-up or concrete block construction with
sufficient parking spaces to comply with City ordinances and the County Lease Agreement. The
building will include full tenant improvements as required for the County Lease Agreement for
use by the County of San Bernardino Pre-School Services as the tenant.
4826-7561-6000.1826-7561-6000.1
"E" - 1
P \Agend3s\Agenda Atta.:hments Agrm15-Amend 2004,04-12-06 Walmn3n Holdings DDA doc
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Adopted): 12 -(.,.()L\ Item #
Vote: Ayes (-, Nays -fa-
Change to motion to amend original documents D
{Q,o..g Resolution # C ocl 2c04 - 49
I
Abstain ..B--- Absent -e-
Companion Resolutions 2cal- 3&0
NulINoid After: days /
- Resolution # On Attachments: D Note on Resolution of attachment stored separately: D
PUBLISH D
POST D
RECORD W/COUNTY D
By:
Date Sent to Mayor:
Date of Mayor's Signature:
Date ofClerk/CDC Signature:
12-'6- () (-\'
l 2.r'1.-c Ct
\ L:-9~()~
Reso. Log Updated:
Seal Impressed:
w
.;::]'
\1.- \ ::" i0 Y Date Returned:
2nd Reminder Letter Sent:
Not Returned: D
Date Memo/Letter Sent for Signature:
15t Reminder Letter Sent:
Request for Council Action & Staff Report Attached:
Updated Prior Resolutions (Other Than Below):
Updated CITY Personnel Folders (6413,6429,6433, 10584, 10585, 12634):
Updated CDC Personnel Folders (5557):
Updated Traffic Folders (3985, 8234, 655, 92-389):
Yes ./ No
Yes No -.L-
Yes No---.L...
Yes No ./
Yes No L
Copies Distributed to:
Animal Control D
City Administrator D
City Attorney D
Code Compliance D
Development Services D
Others:
EDA [;?' Information Services D
Facilities D Parks & Recreation D
Finance D Police Department D
Fire Department D Public Services D
Human Resources D Water Department D
Notes:
/
/
./
Ready to File: _
Date:L
Revised 12/18/03
ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
FROM:
Gan Van Osdel SUBJECT
E","B" D",,'" CC (Q) ~ V
November 22. 2004 0 0
JOINT PUBLIC HEARING - PROPOSED
DISPOSITION AND DEVELOPMENT
AGREEMENT BETWEEN THE
REDEVELOPMENT AGENCY AND
WATERMAN HOLDINGS. LLC
RELA TED TO THE SOUTHWEST
CORNER OF 4TH & WATERMAN (APN
0135-191-11) (CENTRAL CITY EAST
__m___h.____m__________m_m_m____________mmm______________m__m_m__m__m________m__m_m__~_~_~y_~~Q~~_~I.~~Q~~~:L~~_~L____
DATE:
Smopsis of Previous Commission/Council/Committee Action(s):
On November 2, 2004, Redevelopment Committee (members Estrada and Longville present) unanimously voted to
rccommcnd that the Community Dcvclopment Commission consider a disposition and development agreement
Watcrman Holdings, LLC for approval.
Recommended Motion(s):
OPEN/CLOSE PUBLIC HEARING
(Communit\' Development 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 WATERMAN
HOLDINGS. LLC AND AUTHORIZING THE EXECUTIVE DlREcrOR TO EXECUTE THE
DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE AGENCY AND
WATERMAN HOLDINGS. LLC (4TH & WATERMAN A VENUE -- APN 0135-191-1 I)
(Mavor and Common Council)
MOTION B: 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 WATERMAN
HOLDINGS. LLC (4TIl & WATERMAN AVENUE -APN 0135-191-11)
Contact Person(s):
Project Area( s)
Gan' Van Osdel
Phone:
(909) 663- 1044
Central City East
Ward(s):
First
Supporting Data Attached: 0 Staff Rcport 0 Rcsolution(s) 0 Agrcemcnt(s)/Contract(s) 0 Map(s) 0 Letters
FUNDING REQUIREMENTS Amount: $ 190.000
Source:
N/A
SIGNA TURE:
','
/ Budg~t Authority
/, /
N/A
mcommi;~io~COunciTNotes:m-m---m--mm-----m--mm---m-mm-m------_m_hm____mmmm____nm_m_mmm___m___mm_____m____m___
P'.-\gmdas',Connn Dev Cornrnission\CDC 2004,04-12-06 Proposed Agrrnt-4th & Waterman SRdoc
COMMISSION MEETING AGENDA
Meeting Date: 12/0612004
Agenda Item Number:
{(3D
CITY OF SAN BERNARDINO
Interoffice Memorandum
CITY CLERK'S OFFICE
Records and Information Management (RIM) Program
DATE:
December 13, 2004
TO:
Wasana Chantha, Acting Secretary
FROM:
Michelle Taylor, Senior Secretary
RE:
Transmitting Documents for Signature - Resolution CDC/2004-49
At the Mayor and Common Council meeting of December 6, 2004, the City of San Bernardino
adopted Resolution CDC/2004-49 - Resolution approving the sale of certain real property by
the Redevelopment Agency of the City of San Bernardino to Waterman Holdings, LLC and
authorizing the Agency Executive Director to execute the Disposition and Development
Agreement between the Agency and Waterman Holdings, LLC (4th & Waterman - APN 0135-
191-11).
Attached is one (1) original agreement with three (3) signature pages. Please obtain signatures in
the appropriate location and return one original agreement to the City Clerk's Office as soon as
possible, to my attention.
If you have any questions, please do not hesitate to contact me at ext. 3206. Thank you.
Michelle Taylor
Senior Secretary
wledge receipt of the above mentioned documents.
Signed:
Date: _~l(b..~ \4-1~
Please sign and return