HomeMy WebLinkAboutCDC/2000-07
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RESOLUTION NO. CDC 2000-7
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RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION, AS THE GOVERNING BODY OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO, APPROVING AND ACCEPTING THE 1999
PARKING LICENSE AGREEMENT (ANDRESON BUILDING)
BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO AND CREDIT SUISSE FIRST
BOSTON MORTGAGE CAPITAL CORPORATION
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WHEREAS, the Central City Company and the Agency have
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entered into that certain Agreement (Parking Utilization), dated
March 25, 1983, acknowledging the right of the Agency to license
third parties to use one hundred sixty six (166) vehicle parking
spaces in the multi-level vehicle parking structure (the
"Structure") at the Carousel Mall (formerly known as the Central
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City Mall), subject to the terms and conditions of the 1982
Andreson Building Parking License; and
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WHEREAS, the Agency has previously granted a license to
the former owner of the Andreson Building, to use one hundred
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thirty one (131) of such vehicle parking spaces in the Structure
(the "Andreson Building Parking License"); and
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WHEREAS, the right of the former owner of the Andreson
Building to use the one hundred thirty one (131) vehicle parking
spaces under the Andreson Building Parking License was suspended in
1999 when the former owner failed to pay certain amounts to the
Agency when due; and
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III
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WHEREAS, the new owner of the Andreson Building, Credit
2 Suisse First Boston Mortgage Capital Corporation (the "Licensee"),
3 has acquired the Andreson Building; and
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WHEREAS, the Licensee and the Agency hereby desire to
6 reinstate the right of the Licensee to use certain parking spaces
7 within the Structure, subject to the terms and conditions of the
8 1999
Parking
License
(Andreson
Building)
Agreement
(the
9 "Agreement").
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11 NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY
12 THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO,
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Section 1.
The facts set forth in the Recitals of
16 this Resolution are true and correct.
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Section 2.
Based upon the record submitted at the
19 meeting at which this Resolution was approved by the Commission, as
20 the governing body of the Agency, the Commission hereby finds and
21 determines that the terms of the Agreement are acceptable to the
22 Commission.
The Commission is informed that the terms of the
23 Agreement are acceptable to the Licensee, as evidenced by the
24 execution of the Agreement by the authorized representative of the
25 Licensee.
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Section 3.
The Commission hereby approves and accepts
28 the Agreement, as attached hereto as Attachment No. 1 and
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CDC 2000-7
1 incorporated herein by this reference.
2 Commission of the Agency is hereby authorized and directed to
The Chairperson of the
3 execute the Agreement on behalf of the Agency.
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1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION, AS THE
GOVERNING BODY OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
2 BERNARDINO, APPROVING AND ACCEPTING THE 1999 PARKING LICENSE
AGREEMENT (ANDRESON BUILDING) BY AND BETWEEN THE REDEVELOPMENT
3 AGENCY OF THE CITY OF SAN BERNARDINO AND CREDIT SUISSE FIRST
BOSTON MORTGAGE CAPITAL CORPORATION
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I HEREBY CERTIFY that the foregoing Resolution was duly
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adopted by the Community Development Commission of the City of
San Bernardino at a
joint regular
meeting
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April
thereof, held on the 3rd
day of
2000, by the
following vote, to wit:
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Commission AYES
12 ESTRADA X
LIEN X
13 MCGINNIS X
SCHNETZ X
14 SUAREZ y
ANDERSON x
15 MCCAMMACK X
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NAYS
ABSTAIN
ABSENT
7!!
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day of
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24 By:
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~A-
The foregoing Resolution
April , 2000.
hereby approved this
content:
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REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
1999 PARKING LICENSE AGREEMENT
(ANDRESON BUILDING)
THIS 1999 PARKING LICENSE AGREEMENT ("Agreement") is
dated as of February 1, 2000, by and between the REDEVELOPMENT
AGENCY OF THE CITY OF SAN BERNARDINO ("Agency") and CREDIT SUISSE
FIRST BOSTON MORTGAGE CAPITAL CORPORATION, a Delaware corporation
(the "Licensee"), with respect to the facts set forth in the
Recitals below:
-- RECITALS --
(1) The Agency owns the "Parking Area" as this term is
defined in that certain Declaration of Restrictions, Construction,
Operation, Restriction and Easement Agreement, dated as of December
24, 1970 (the "REA"), including a three-level parking structure
(the "Structure"). The Andreson Building is more particulCirly
described in the legal description attached hereto as Exhibit "A"
and a vicinity map which shows the physical relationship between
the location of the Andreson Building and the adjacent Structure is
attached hereto is attached hereto as Exhibit "B"; and
(2) The Agency has leased the Parking Area to the City
of San Bernardino (the "City") under the terms of a lease dated
June 10, 1968 entitled (the "City Lease Agreement (Parking)")
pursuant to which the City is to manage, operate, maintain and
repair the Parking Area; and
(3) Section 5.1 of the REA states that the grant of
parking rights to the other parties to the REA are non-exclusive
and Section 5.9 of the REA states that the rights of the other
parties are subject to Paragraph 10c of the City Lease Agreement
(Parking); and
(4) Paragraphs lOb and 10c of the City's Lease Agreement
(Parking) state respectively as follows:
"lOb. The easement rights reserved hereunder
include the power on the part of Agency, its
successors and assigns, to grant licenses for the
use and said easement rights to others including,
but not limited to, the operators of business
establishments to be located in the Commercial Area
and their respective employees, customers, patrons
and other licensees...
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10c. The easement rights reserved hereunder and any
licenses to be granted in connection therewith are
subject to the following conditions:
(2) The rights of usage under said easements
shall be nonexclusive, and in common with the
rights of usage on the part of each owner of
or licensee under such rights and with all
members of the public having the right or
privilege for like usage of the parking
facili ty in accordance with the terms and
provisions of this Lease."; and
(5) The Central City Company, a joint venture between
CTC Company, a California partnership and Central City Associates,
a California partnership (herein "Central City Company") is a party
to the REA and the Central City Company and the Agency have entered
into an agreement entitled "Agreement (Parking Utilization)" dated
March 25, 1983, in which the Central City Company ratified and
accepted the terms of a prior agreement by and between the Agency
and Commerce Development Associates, a California general
partnership (herein "Commerce Development Associates") dated
October 27, 1982 (the "1982 Andreson Building Parking License")
which related to the grant of a motor vehicle parking license
affecting the structure as more fully described therein authorizing
the utilization by Commerce Development Associates of One Hundred
and Thirty One (131) vehicle parking spaces (the "Parking Spaces")
in the Structure subject to the terms and conditions of the 1982
Andreson Building Parking License.
(6) The Licensee and the Agency hereby intend and
declare that as of the Commencement Date of this License Agreement
as set forth below, the right of the Licensee to use certain
Parking Spaces (the "1999 Parking Spaces") shall be reinstated,
subject to the terms and conditions of this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES
SET FORTH HEREIN, THE AGENCY AND THE LICENSEE HEREBY AGREE AS
FOLLOWS:
Terms
Section 1.
Incorporation of Recitals.
The recitals set forth above are hereby incorporated into
this Agreement by this reference, as though fully set forth herein.
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Section 2. Commencement Date of License Aqreement and
Identification of 1999 Parkincr SDaces.
(a)
"Commencement
accomplished:
This
Date"
Agreement
when each
shall take effect
of the following
on
has
the
been
(1) the governing board of the Agency has approved
and authorized execution of this Agreement on
behalf of the Agency by its authorized office; and
(2) the authorized officers or representatives of
the Licensee have executed this Agreement and
provided the Executive Director with satisfactory
written evidence of their authority to execute the
Agreement on behalf of the Licensee; and
(3) the Licensee has tendered the sum of Twenty
One Thousand Six Hundred Dollars ($21,600.00) in
immediately available funds to the Agency as
payment for the use of Parking Spaces from February
1, 1999, through January 31, 2000, in consideration
for and as reinstatement of the right to use the
1999 Parking Spaces as set forth herein; and
(4) the Licensee has tendered a sum to the Agency
equal to the Monthly Fee for the 1999 Parking
Spaces, as provided in Section 5(b) computed from
October 1, 1999 through the first day of the
calendar month preceding the date on which the
authorized officers of the Agency have executed
this Agreement; and
(5) the Licensee has provided the Executive
Director with satisfactory evidence of the
existence of the commercial general liability
insurance coverage in favor of the Agency as set
forth in Section 10; and
(6) this Agreement has been executed by the
authorized officers of the Agency.
(b) The Commencement Date of this Agreement shall be
indicated next to the signature of the Chair of the Community
Development Commission of the City of San Bernardino which appears
on page 17, below
(c) As of the Commencement Date, Licensee shall be
licensed to use of the 1999 Parking Spaces in the Structure as set
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forth in Section 5, below, subject to the payment by the Licensee
each month of the applicable Monthly Fee, and further subject to
compliance by the Licensee with the other terms and conditions of
this Agreement. The 1999 Parking Spaces are situated on the third-
level of the Structure and are depicted in Exhibit "C" attached
hereto.
(d) Provided that the Licensee is not then in default,
Licensee shall have an option which is exercisable within the first
sixty (60) months following the Commencement Date to claim
additional numbers of the Parking Spaces in the Structure for the
use by the Licensee up to an aggregate total of one hundred thirty
one (131) Parking Spaces (e.g.: the 1999 Parking Spaces, plus an
additional eighty-one (81) such Parking Spaces in the Structure) .
Licensee's option to use additional numbers of the Parking Spaces
may be exercised by the Licensee from time-to-time, provided that
the Licensee is not then in default, by giving written notice to
the Agency which specifies the number of such additional Parking
Spaces which the Licensee may seek to use. Any such notice shall
identify at least ten (10) additional Parking Spaces and specify
the date not less than sixty (60) days in advance when the uSe of
such additional Parking Spaces shall commence, and such notice to
the Agency shall also be accompanied by a check payable to the
Agency for the first installment of the Monthly Fee payable for
such additional Parking Spaces. All additional Parking Spaces used
by the Licensee shall be designated by the Agency by a written
notation and amendment to Exhibit "C", executed by the parties
which identifies the specific additional Parking Spaces to be used
by the Licensee. Once a Parking Space is licensed for use by the
Licensee (whether as a 1999 Parking Space or as an additional
Parking Space), such a Parking Space may not be released thereafter
from use by the Licensee, except upon expiration or termination of
this Agreement.
(e) The Agency may authorize third parties, including
the general public, to use any Parking Space which is not then
licensed for use by Licensee under this Agreement until such time
as Licensee may exercise its option under Section 2(d) to use any
such Parking Space in addition to the 1999 Parking Spaces.
(f) Any Parking Space not licensed for use by Licensee
under Section 2(d) in addition to the 1999 Parking Spaces within
the first sixty (60) months following the Commencement Date, shall
no longer be available for use by Licensee on or after said date.
The Agency may, thereafter, license the use of such unassigned
Parking Spaces to third parties or otherwise make use of said
unassigned Parking Spaces.
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Section 3.
1999 Parking Space Signage.
(a) Promptly following the Commencement Date, the Agency
shall, at Agency's sole expense, paint the words "Reserved Parking
for Andreson Building" on each of the designated 1999 Parking
Spaces. In the event that the Licensee may excuse its option to use
additional Parking Spaces under Section 2(d), the provisions of the
preceding sentence shall thereafter be applicable to such
additional Parking Spaces.
(b) Licensee shall not place any signage, other than
that authorized by this Section 3, or otherwise authorized in
wri ting by the Agency, upon the Parking Spaces or the Parking
Structure.
Section 4.
Rights of Licensee.
Provided that the Licensee is not in default under this
Agreement, the Licensee shall have the following rights under this
Agreement with respect to its use of the 1999 Parking Spaces and
any additional Parking Spaces which it may use pursuant to Section
2 (d) :
(a) access to the Structure from public streets and from
the pedestrian bridge between the Third-Level of the Structure
and the fifth (5th) floor of the Andreson Building; and
(b) to authorize the persons described in subparagraph
(c), below, to park motor vehicles, in each of the 1999
Parking Spaces, and to park motor vehicles in any additional
Parking Spaces which the Licensee may use pursuant to Section
2(d). Licensee shall not allow any motor vehicle to remain
parked in such Parking Space for more than seventy-two (72)
consecutive hours; and
(c) a right to authorize its tenants in the Andreson
Building to use the 1999 Parking Spaces (and any additional
Parking Space under Section 2(d)) in accordance with the terms
and provisions of a written rental agreement by and between
the Licensee and each such tenant. All Parking Space rental
agreements between the Licensee and tenants of the Andreson
Building, as authorized herein, shall not impair or extend any
of the rights or obligations of either the Agency or the
Licensee set forth in this Agreement. Any parking provision in
a written rental agreement by and between the Licensee and its
tenants in the Andreson Building to use the Parking Spaces,
which in the sole discretion of the Agency does not comply
with the preceding sentence, shall be voidable at the Agency's
option.
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Section 5.
Parking Space
License
Monthly
Fee
Payments.
(a) Licensee hereby acknowledges and agrees that the sum
paid by the Licensee to the Agency under Section 2(a) (3) shall be
earned by the Agency on the Commencement Date and shall not be
deemed to be a prepaid Monthly Fee. The payment made by Licensee
under Section 2 (a) (3) shall bring current all obligations of
Licensee relating to the subject of this Agreement.
(b) Licensee shall pay to the Agency the amount of
Twenty Four Dollars ($24.00) per month for the use of each Parking
Space which it is licensed to use hereunder (the "Monthly Fee").
The Monthly Fee shall be increased for each additional Parking
Space, in addition to the 1999 Parking Spaces, which the Licensee
may use under Section 2(d). The Monthly Fee payable to the Agency
by Licensee for the use of each individual Parking Space shall be
adjusted every twenty-four (24) months following the Commencement
Date in the same percentage as the United States Department of
Labor Consumer Price Index for the San Bernardino/Riverside
Metropolitan Area has increased since the Commencement Date or'the
date of the most recent increase under this Section 5(b), whichever
date is later.
(c) Except as provided in Section 2 (a) (4), Licensee
shall make all payments of the Monthly Fee as required under this
Section 5 on the tenth (10th) calendar day of each calendar month
for which this Agreement is in effect. Licensee shall make all
such payments at the address of the Agency set forth in Section 6,
below, without further demand of the Agency, except that the Agency
shall give notice to the Licensee of the amount, if any, of the
increase in the Monthly Fee attributable to changes in the Consumer
Price Index as set forth in Section 5(b).
Section 6.
Notices.
All notices, requests, demands or other communications
under this Agreement shall be in writing and shall be deemed to
have been duly given if delivered in person, or within seven (7)
days after deposit in the United States Mail, postage prepaid,
certified with return receipt requested or otherwise actually
delivered to the Agency or the Licensee at their respective
addresses listed as follows:
Agency:
Redevelopment Agency of the
City of San Bernardino
201 North "E" Street, Suite 301
San Bernardino, California 92401
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Licensee:
Credit Suisse First Boston Mortgage
Capital Corporation
c/o Lynn Burkett
Crown North Corporation
12750 Merit Drive, Suite *1015
Dallas, Texas 75251
With Copy To: Steve Donell
Jalmar Properties
12121 Wilshire Blvd., Suite *200
Los Angeles, California 90025
or at such other addresses as the Agency or Licensee may designate
in writing and notify each other as set forth above.
Section 7.
Term of Agreement.
(a) The term of this Agreement shall begin on the
Commencement Date and end on September 30, 2009.
(b) Provided that the Licensee is not then in default
this Agreement may be extended for two (2) consecutive additional
five (5) year terms at the option of the Licensee. Written notice
of the Licensee's intent to extend the term of this Agreement shall
be given by the Licensee to the Agency at least one hundred eighty
(180) days prior to the expiration of this Agreement and one
hundred and eighty (180) days prior to the execution of the first
five (5) year additional term, if applicable. In no event shall
this Agreement be extended to a date which is more than twenty (20)
years from the Commencement Date.
(c) This Agreement shall terminate sooner upon the
termination of the REA or as provided in Section 11 or Section 12.
Section 8.
Possessory Interest Taxes.
(a) From and after the Commencement Date of this
Agreement, in addition to the Monthly Fee, ticensee shall pay when
due and prior to delinquency all taxes, assessments, and other
charges, including possessory interest taxes levied or imposed by
any governmental entity on the possessory interest of the Licensee
in the Parking Spaces. Licensee recognizes that the interests of
Licensee in this Agreement shall be subject to the assessment and
imposition of a possessory interest tax (as defined in California
Revenue and Taxation Code Section 107) by the County of San
Bernardino Assessor and Tax Collector, and the Licensee agrees to
pay such tax amount (s) as may be so levied with respect to the
possessory interests of the Licensee in the Parking Spaces.
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(b) In the event that the possessory interest of the
Licensee in the Parking Spaces and assessments on the Parking
Structure are not separately assessed under one or more county tax
assessor tax parcel designations for any period of time during the
term of this Agreement (e.g. a "joint assessment") the tax liability
of the Licensee for any amounts due under Section 8(a), above,
included in a joint assessment shall be determined by an equitable"
alloca tion of the total tax liability assessed to the Parking
Structure under such a joint assessment. Such an allocation of the
tax liability of the Licensee under a joint assessment shall be
determined by the Agency based upon its review of the tax
valuations assigned to the Parking Structure (and the possessory
interests of the Licensee therein) in the work sheets and
assessment records of the County of San Bernardino Assessor
relating to any property tax assessment (or supplemental
assessment) during the term of this Agreement. The Agency's
reasonable good faith determination of the amount of tax liability
allocated to the Licensee from any such joint assessment shall be
conclusive and the Licensee shall pay the amount of such equitable
allocation of the tax owed by the Licensee to the Agency within
thirty (30) days of Licensee's receipt of the Agency's
determination. The Agency shall promptly remit the amount received
from the Licensee under the provisions of this Section 8 to the
County of San Bernardino Tax Collector for the account of the
Licensee.
(c) Upon the request of the Agency, the Licensee shall
execute an appropriate form of notice of responsibility of the
Licensee for payment of the taxes due under Section 8(a) for filing
by the Agency with the Office of the County of San Bernardino
Assessor and the County of San Bernardino Tax Collector.
Section 9.
Indemnity and Hold-Harmless.
On the Commencement Date, the Licensee shall assume all
liability to persons which may be attributable or incident to the
Licensee's use, possession or occupancy of the 1999 Parking Spaces
(including any of the Licensee's agents, employees, contractors, or
the invi tees of any of them). The Licensee further agrees to
indemnify, save, hold harmless, and defend the Agency, its
officers, agents and employees, from and against all suits, claims,
demands or actions, liabilities, judgments, costs and attorneys'
fees arising out of, or in any manner predicated upon personal
injury, or death resulting from, related to, caused by or incident
to the Licensee's negligence in the carrying out of the terms of
this Agreement, or breach thereof, or otherwise arising from the
use, possession or occupancy of the 1999 Parking Spaces by the
Licensee, its agents, employees, contractors, or any of their
invitees excluding however (a) any claims or losses arising from
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the negligence of the Agency, the operator of the Structure, or
third parties not authorized by Licensee and (b) construction
defects of the Structure. In the event that the Licensee may use
additional Parking Spaces as provided in Section 2(d), then in such
event the provisions of this Section 9 shall be applicable to such
additional Parking Spaces.
Section 10.
Casualty Insurance.
Commercial General Liability and Premises
(a) The Licensee shall obtain and keep in force during
the Term of this Agreement a commercial general liability policy of
insurance with coverage at least as broad as "Insurance Services
Office Commercial General Liability Form (G0001)," including but
not limited to insurance against assumed contractual liability
under this Agreement protecting the Agency as an additional insured
against claims for bodily injury, personal injury and property loss
or damage based upon, involving or arising out of the use,
occupancy of the 1999 Parking Spaces (and any additional Parking
Spaces which the Licensee may use as provided in Section 2(d)).
Such insurance shall be on an occurrence basis providing si~gle
limit coverage in an amount not less than Two Million Dollars
($2,000,000) in the event of bodily injury and death to any number
of persons per occurrence. The policy shall not contain any intra-
insured exclusions as between insured persons and organizations,
but shall include coverage for liability assumed under this
Agreement as an "insured contract" for the performance of the
indemnity obligations of the Licensee to the Agency. The limits or
exclusions from coverage of such insurance shall not, however,
limit the liability of the Licensee nor relieve the Licensee of any
other obligation under this Agreement. All insurance to be carried
by the Licensee shall be primary to and not contributory to any
insurance carried by the Agency. Any and all Agency insurance
shall be considered excess insurance only.
(b) If and to the extent required by law, the Licensee
shall carry and maintain workers' compensation or similar insurance
in the form and amounts required by law.
(c) All insurance which the Licensee shall carry or
maintain pursuant to this Section 10 shall be in such form, for
such amounts, and for such periods of time as the Agency may
require or approve and shall be issued by an insurance company or
companies authorized to do business in the State of California and
which maintain during the term of the policy a "General Policy
Holder's Rating" of at least A(v), as set forth in the then most
current edition of "Best's Insurance Guide". In no circumstance
will the Licensee be entitled to assign to any third party any
rights of action which the Licensee may have against the Agency.
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All policies or endorsements issued by the respective insurers for
commercial general liability insurance will name the Agency as an
additional insured and provides in'substance that: (i) any loss
shall be notwithstanding any act or failure to act or negligence of
the Licensee or the Agency or any other person; (ii) no
cancellation, reduction in amount, or material change in coverage
thereof shall be effective until at least thirty (30) days after
receipt by the Agency of written notice thereof; and (iii) the
insurer shall have no right of subrogation against the Agency, its
officers, agents, or employees.
(d) The Licensee shall deliver or cause to be delivered
to the Agency, upon the Commencement Date, a binder for its
commercial general liability insurance policy evidencing the
existence of the insurance coverage required by the Agency and
shall also deliver, no later than thirty (30) days prior to the
expiration of any such policy, a binder, and upon issuance, a
certificate of insurance evidencing each such renewal policy
covering the same risks.
Section 11.
or Casualty Loss.
Termination of Agreement Upon Destruction
(a) At the sole discretion of the Agency, this Agreement
may be terminated by the Agency upon the destruction or irreparable
casualty loss to the Parking Spaces or the Structure. No damage,
casualty loss compensation or claim shall be payable by the Agency
to the Licensee or others for any inconvenience, any interruption
or cessation of the Licensee's business, arising from any damage or
casualty loss to the Parking Spaces or the Structure. In no event,
shall the Agency be required to rebuild the Parking Spaces or the
Structure upon any destruction or casualty loss to the Parking
Spaces or the Structure.
(b) This Agreement shall automatically terminate upon
the substantial destruction of the Andreson Building (more than
fifty percent (50%) of the gross leasable area of the Andreson
Building) or in the event that the Andreson Building may be
acquired by a public agency by execution of eminent domain or by
deed in lieu of condemnation.
Section 12. Taking of the Parkina Spaces or Structure By
Eminent Domain.
(a) In the event that all or substantially all of the
Parking Spaces or the Structure shall be taken under the power of
eminent domain, this Agreement shall terminate and Licensee shall
be thereby relieved of any obligation to pay any license fee as of
the date possession shall be so taken by the condemning public
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agency. In the event that a portion of the Parking Spaces or the
Structure shall be taken under the power of eminent domain and the
portion of the Parking Spaces or tne Structure not so taken will
not be reasonably adequate for the operation of the business of the
Licensee, this Agreement shall terminate as of the date possession
of such portion is taken by the condemning public agency. In either
such event, the Licensee hereby irrevocably releases and assigns to
the Agency any claim which the Licensee may have to receive just
compensation for the loss of such Parking Spaces.
(b) Nothing contained in this Section 12 shall be deemed
to give the Agency any interest in or require the Licensee to
assign to the Agency any separate award or payment made to the
Licensee for relocation expenses payable by the condemning public
agency to the Licensee under applicable law (e.g., Government Code
Section 7260, et seq.).
(c) The provisions of this Section 12 shall be the
Licensee's sole and exclusive remedy in the event of a taking of
the Parking Spaces or the Structure in whole or in part by exercise
of the power of eminent domain by any condemning agency, including
without limitation, the Agency.
Section 13.
Use Interruptions.
Relocation of Parking Spaces and Temporary
(a) The Agency shall have the right, if the 1999 Parking
Spaces and additional spaces provided hereunder cannot be provided
in the Structure at any time during the term of this Agreement, to
substitute alternative parking for any or all of the Parking Spaces
whether or not licensed for use by the Licensee, provided that such
alternative parking is within a 1000 foot radius measured from the
center-point of the Andreson Building. The use by Licensee of any
such substituted parking as may hereafter be provided by the Agency
in accordance with this Section 13 shall be subject to all of the
terms and conditions of this Agreement.
(b) If the Agency substitutes alternative parking for
any of the Parking Spaces, the Agency shall provide the Licensee
with at least sixty (60) days advance written notice of
substitution of parking, in the form of Exhibit ~D" attached hereto
and incorporated herein by this reference. The use by the Licensee
of any such substituted parking shall be subject to the same terms
and conditions as set forth in this Agreement.
(c) Upon reasonable notice, The Agency shall have the
right under this Agreement to temporarily close, if necessary, all
or any portion of the Parking Spaces, or the Structure, pedestrian
bridge from the Andreson Building to the Structure or the public
SBEOIOOOl/oOC/3605-4
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streets accessing the Structure for the construction of
improvements, repairs or alterations to said areas and to do or
perform such other acts in, to and with respect to such areas, as
the Agency determines to be appropriate.
Section 14.
Rules and Regulations.
(a) During the term of this Agreement, the Licensee
shall comply with all rules and regulations applicable to the
Parking Spaces and the Structure, including any sticker or other
identification system in effect or to be established by the
operator of the Structure ("Operator") or the Agency. The Agency
and/or the Operator reserve the right to modify and/or adopt such
reasonable rules and regulations for the Parking Spaces and/or the
Structure as it deems necessary for the operation of the Structure
including without limiting the reinstitution of the parking control
system affecting the Parking Spaces as set forth in Section 5 of
the 1982 Andreson Building Parking License, if deemed necessary by
the Agency. The Agency and/or the Operator may refuse to admit any
person who violates such rules to park in the Parking Spaces and/or
the Structure. Any violation of the rules shall subject the car to
removal from the Parking Spaces and/or Structure. In either event,
any parking sticker or other form of identification issued in
accordance with the rules and regulations of the Structure and/or
Parking Spaces shall be immediately returned to the Agency or the
Operator.
(b) The Agency and/or the Operator may enforce, or
authorize third parties to enforce, any rules and regulations
regarding the Parking Spaces and/or the Structure, in a non-
discriminatory manner, against all users of the Parking Spaces
and/or the Structure. The Agency and/or the Operator may authorize
the City of San Bernardino to enforce all applicable traffic laws
and municipal parking facility regulations against all users of the
Parking Spaces and/or the Structure pursuant to California Vehicle
Code Section 21107.8 and/or other applicable law.
Section 15. Improvement or Alteration of Parking
Spaces or the Structure.
Licensee shall not make or permit to be made any
alterations, additions, improvements or changes in the Parking
Spaces or the Structure, without in each case first obtaining the
written consent of the Agency except as set forth in Section 3. It
is understood and agreed by the Licensee and the Agency that all
improvements made to the Parking Spaces or the Structure by either
of them shall immediately become the property of the Agency and
shall remain the property of the Agency upon expiration or
termination of this Agreement.
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Section 16.
Prohibition of Liens.
Licensee shall never, under any circumstances, have the
power to subject the interest of the Agency and/or the Structure to
any mechanic's, construction or materialmen's liens or lien of any
kind.
Section 17.
Utilities and Maintenance of Parking
Spaces.
The Agency and/or the Operator shall cause the Parking
Spaces and the Structure to be maintained in conformance with
generally accepted parking lot maintenance standards. The Agency
and/or the Operator shall pay for all costs of utilities associated
with the use of the Parking Spaces and the Structure.
Section 18.
Defaults. Breach and Termination for
Cause.
(a) Failure or delay by either party to perform any
material term or provision of this Agreement shall constitute a
default under this Agreement; provided however, that if the party
who is otherwise claimed to be in default by the other party
commences to cure, correct or remedy the alleged default within
thirty (30) calendar days after receipt of written notice
specifying such default and shall diligently complete such cure,
correction or remedy, such party shall not be deemed to be in
default hereunder.
The party which may claim that a default has occurred
shall give written notice of default to the party in default,
specifying the alleged default. Delay in giving such notice shall
not constitute a waiver of any default nor shall it change the time
of default; provided, however, the injured party shall have no
right to exercise any remedy for a default hereunder without
delivering the written default notice as specified herein.
Any failure to delay by a party in asserting any of its
rights and remedies as to any default shall not operate as a waiver
of any default or of any rights or remedies associated with a
default.
In the event that a default of either party may remain
uncured for more than thirty (30) calendar days following written
notice, as provided above, a "breach" shall be deemed to have
occurred. In the event of a breach, the party who is not in
default shall be entitled to seek any appropriate remedy or damages
by initiating legal proceedings.
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CDC 2000-7
(b) The Agency may terminate this Agreement for any
material breach by the Licensee in the performance of any of the
terms, covenants or conditions of this Agreement and the failure of
the Licensee to remedy, or to undertake to remedy, the breach to
the Agency's satisfaction for a period of seven (7) days after
receipt of notice from the Agency. This provision shall be
cumulative with all other remedies available to the Agency as
provided by this Agreement and by applicable law.
Section 19.
Right of Entry.
At all times during normal business hours, free access to
the Parking Spaces shall be given to representatives of the Agency
for purposes of inspecting the Parking Spaces and the Parking
Structure.
Section 20.
Non-Discrimination.
Licensee shall not discriminate against any person in the
use of the Parking Spaces and the Parking Structure on the basis of
any person's race, color, religion, sex or national origin.
Section 21.
Compliance with Laws and Regulations.
The Licensee shall obtain, at its own expense, all
required and necessary licenses and permits to comply with all laws
and regulations of the United States of America, the State of
California, the County of San Bernardino and the City of San
Bernardino, as may pertain to the Licensee's use of the Parking
Spaces and the Structure. This Agreement is expressly subject to
all terms and conditions of bonds used to acquire the Parking
Spaces and the Structure, if any, and the Licensee shall comply
wi th such terms and conditions. Licensee shall comply with all
local, state and federal directives, orders and laws as applicable
to this Agreement.
Section 22.
Entire Aareement.
This Agreement, including exhibits, if any, constitutes
the entire agreement between the Agency and the Licensee and shall
be governed by and interpreted in accordance with the laws of the
State of California. No modification of this Agreement will be
valid, unless made in writing and executed by the authorized
officers of both the Agency and the Licensee. This Agreement
supersedes and nullifies any and all previous agreements regarding
the Parking Spaces or the Parking Structure between the Agency and
the Licensee or their predecessors.
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CDC 2000-7
Section 23.
Severability.
Should any section or part of any section of this
Agreement be rendered void, invalid, or unenforceable by any court
of law, for any reason, such a determination shall not render void,
invalid or unenforceable any other section or any other part of any
section in this Agreement.
Section 24.
Heading Titles.
Section headings are inserted in this Agreement for
convenience and reference only, and in no way define, limit or
otherwise describe the scope or intent of any of the provisions of
this Agreement.
Section 25.
A9provals.
Notwithstanding any language to the contrary contained in
this Agreement, this Agreement, and any amendments hereto, shall
not be binding upon the Agency until approved by the Community
Development Commission of the City of San Bernardino and executed
by an authorized representative of the Agency. The Execut"ive
Director of the Agency is authorized to sign amendments to this
Agreement which are of a routine or technical nature, including
designation of alternative parking spaces, from time-to-time.
Section 26.
Attorney's Fees and Costs.
If either party to this Agreement files or brings any
action or proceeding against the other party arising out of this
Agreement, the prevailing party in such action shall be entitled to
recover its reasonable attorney's fees and costs from such action.
For the purposes hereof the words "attorney's fee" includes the
salaries and benefits of the lawyers employed in the Office of the
Ci ty Attorney of the City who may provide legal services in
connection with any such action or may be brought by the Agency.
Section 27.
Successors and Assigns.
This Agreement shall be binding upon and inure to the
benefits of the Agency and the Licensee and their respective heirs,
executors administrators, legal representatives, successors and
assigns provided however that the Licensee shall not assign,
sublease, relicense or otherwise authorize a third party to use any
Parking Space unless such third party is a tenant or invitees of
the Licensee in the Andreson Building or is a successor owner of
the Andreson Building and in no event shall the interest of the
Licensee be transferred or assigned without the prior written
consent of the Agency given at least thirty (30) days in advance of
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CDe 2000-7
any said assignment or transfer. The Agency shall not unreasonably
withhold its consent to a transfer or assignment which complies
with the terms and provisions of this Section 27.
Section 28.
Execution in Counter9arts.
This Agreement may be executed in counterpart originals,
each of which shall be deemed to be an original.
Section 29.
Waivers.
No waiver by the Agency of any default or breach of any
term, covenant or condition hereof by the Licensee, shall be deemed
a waiver of any other term, covenant or condition hereof, or of any
subsequent default or breach by the Licensee of the same or of any
other term, covenant or condition hereof. The Agency's consent to,
or approval of, any act shall not be deemed to render unnecessary
the obtaining of the Agency's consent to, or approval of, any
subsequent or similar act by the Licensee, or be construed as the
basis of an estoppel to enforce the provision or provisions of this
Agreement requiring such consent. Regardless of the Agency's
knowledge of a default or breach at the time of accepting "any
payment under this Agreement, the acceptance of such payment by the
Agency shall not be a waiver of any preceding default or breach by
the Licensee of any provision hereof, other than the failure of
Licensee to make the particular payment so accepted. Any payment
given the Agency by the Licensee may be accepted by the Agency on
account of moneys or damages due the Agency, notwithstanding any
qualifying statements or conditions made by the Licensee in
connection therewith, which statements and/or conditions shall be
of no force or effect whatsoever unless specifically agreed to in
writing by the Agency at or before the time of deposit of such
payment.
Section 30.
Cumulative Remedies.
No remedy or election hereunder shall be deemed exclusive
and shall be cumulative with all other remedies at law or in
equity.
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CDe 2000-7
WHEREFOR the authorized representatives of the parties
have executed this Agreement as of the date indicated next to the
signatures of each of them.
LICENSEE
Credit Suisse First Boston
Mortgage Capital Corporation, a
Delaware corporation
Dated: ~
By: <72f1. ~47;-
Title: 'If
AGENCY
Redevelopment
City of San
public body
pol'tic
Agency of the
Bernardino, a
corpora te and
Dated:
~~)o
~ Ut./'
y r'Judith Valles,
ha'r of the Community
Dev lopment Commission of
the City of San Bernardino
~A~
/ gency Counsel
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CDC 2000-7
EXHIBIT "A"
[Legal Description of t~e Andreson Building]
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CDC 2000-7
1lIAT PORTION OF LOT I. iI.DC" 21. I~ THE CJT'( 0' SAN 8ERl'lA1U)1NO,. COUl'lN OF ~
BEJUofARDlNO. STATE OF CAI.u=ORNIA. AS PEll JIL.\T It!COIU)ED IN BOOK 1 OF MJ\PS. 'AGE I.
RECORDS OF SAID COUNTY.
.
BEOINNlNG AT THE SOt.miEIST COR.'ID Of SAID LOT I; lHE?'ICE NOt\lll " oe\.i. ,'r 05~
W!ST ALONa nm SOtJTH UN! OF SAID I.OT 1. A OlST "NCE OF 98.60 feET; nlENCE ~~TU 0
om. II' Q9'" WF~'IT 1Z6.00 FSr; il-IENCE ~op.m J4 oeG. 1'7' 10" WUT 26.'7 FEET: (RECORD
:S.71 fEE'1i TO TI1E WESTULY P!ttJLONGAnON OF THE NOR.1H FACE OF TH'E NORTH WALL
OF A FIVE STOIlY ~a ,\NO CO~Cllin a(JU..D~G "'''lOWN AS TIiE ANDRESON BUlLDlNO;
niENCE NOllnJ 19 DEO. SI' 23" BAST ALONG SAID PROLONGATION LINE AND ^LO~G 'mE
~Oll-m FACE OF WD NOllnl Vi ALL. Il:!.l" FE!T TO nu! e~'T LINE OF SAID l.OT I; -mENCE
scum 0 OEG. 04" 20. EAST A1.0NO SAU) EAST 1.Im. 141.41 FF.E1' (RECORD HM3 FttT) TO
THE POM OF BEQINNING.
SAID PROPERTY IS NOW K.."lO~ A5 I'AItLI:I. 17 OF PARca MAP W. AS PfR PLAT
JU:CORt)EI) \l'l PARCEL MAP BOOK 2S. PAGES 47 TO sa. INCtusr.lE. RECORDS OF SAm
COUNTY.
A NON.E..'XCLUSM EASEMENT OVER AND ACROSS THOSE POR.TIONS Of LOTS I A..~D z..
B1.OCK 21. IN TIlE em OF SAN tlERNAlUlINO,ll'l TliECOUNTY OF S~ BEltNMDINO, STATE
OF CALlFORl'llA. AS PD PI.J\T RECORDED IN BOOK 7 Of MAPS. FAG]! I. RoECORDS OF SAID
COWoo'TY, DeSIGNATED AS AGENCY P.AJUGNG P.-\AC!1. ON exrnBITS "AM AND "0- OR THAT
CERTAIN D!Cl..^RATIO'N Of IlSSTIUCTIONS, CONS1RUCT10N. OPERATIONS. USTRlCTI01'lS
ANt) EASEMENT ^GReEMENT. ItECORDED DECIMBF.R 24, 1970. eN BOOK 7sao. PAGE 230,
OFPICIAL RECORDS Of SA."l BEItNAIU)(}IIO COliNTY. C^l.lFOaN I A.
THIS NON.EXCLUSIVE EA.s~n~~ OF .'\ccr-.SS SHALL SE R.ESTRJcnOTn THE TRAfFIC flOW
LAl'lES "NO WALKWAYS. AS INDICATED ON SAID OOIIBrr .O~ OF s.a1lJ 1C.I:.\..l'kOCAL
EASEMENT "oRfEMENT AND IS FOt. nI! PURPOSE OF PROVIDING Pf.DI!STRIAN A/IIl)
VEHIC1.ItAR ACC2SS TO THE NOltnlWIST POIlTlON OF PIl0PEIlTY OWNED 8Y aRANT'EE.
INDICATED AS p....A.CEI.1. ON
. . ."
CDC 2000-7
EXHIBIT "B"
[Vicinity Map Showing Location of Andreson Building
in Relation to the Structure]
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19
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