HomeMy WebLinkAbout07-RDA Item
Redevelopment Agency · City of San Bernardino
300 North "0" Street, FourthRoor . SanBernardino, California 92418
(714) 384-5081 FAX (714) 888-9413
Pride .,f
ee~
JANUARY 17, 1990
GREENLEAF/NEELEY OPA
Synopsis of Previous Commission/Council/Committee Action:
06-09-88 Committee recommended issuance of Certificates of Completion to
O'Donnell for Greenleaf, Hong and IBG escrows.
06-20-88 Commission approved issuance of Certificates of Completion to
O'Donnell for Greenleaf, Hong and IBG escrows.
Recommended Motion:
(MAYOR AND COMMON COUNCIL)
A) Move to adopt a RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO CONSENTING TO THE EXECUTION BY THE COMMUNITY
DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO WITH
GREENLEAF-NEELEY INVESTORS.
(COMMUNITY DEVELOPMENT COMMISSION)
B) Move to adopt a RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO AUTHORIZING EXECUTION OF AN AGREEMENT
WITH GREENLEAF-NEELEY INVESTORS AND MAKING CERTAIN FINDINGS IN
CONNECTION THEREWITH.
Executive Director
Supporting data attached: Yes
Ward:
5
FUNDING REQUIREMENTS: $100,000
Project: SC
Commission Notes:
35llK:jmh
Agenda of: January 22, 1990
Item No.
tr-7
S T A F F R t P 0 R T
Greenleaf/Neeley is requesting assistance from the Agency in an amount not to
exceed $100,000 for development fees.
BACKGROUND
Greenleaf/Neeley Investors is a general partnership which owns a site in the
State College Redevelopment Project Area. Greenleaf/Neeley Investors has
undertaken the development of certain improvements for uses in an industrial
complex (Phase 1) together with off-site improvements. Although there were
discussions with Agency staff at various times about the possibility of Agency
participation in that development, no final agreement was reached; and no
assistance was provided.
At this time, Greenleaf/Neeley is requesting assistance in the amount of
$100,000 toward the cost of certain fees which will be incurred by
Greenleaf/Neeley as part of the cost of developing Phase II of the same
Industrial project. Pursuant to the draft Owner Participation Agreement as
negotiated by staff with Greenleaf/Neeley, Greenleaf/Neeley will be required
to add new construction of approximately 350,000 square feet of gross building
area having an assessed value of not less than $6,300,000 (combining Phase I
and Phase II). All improvements must be completed in full compliance with all
applicable laws. The completion of this project is vital and in the best
interest of San Bernardino. In staff's opinion, Greenleaf/Neeley's request
for assistance is warranted.
RECOMMENDATION
The attached documents have been approved as to form and legal content by
Agency counsel and Special counsel. It is, therefore, recommended that the
Agency assist Greenleaf/Neeley with development fees not to exceed $100,000.
16
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1
2 RESOLUTION NO.
3 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE
CITY OF SAN BERNARDINO AUTHORIZING EXECUTION OF AN AGREEMENT WITH
4 GREENLEAF-NEELEY INVESTORS AND MAKING CERTAIN FINDINGS IN
CONNECTION THEREWITH
5
6
WHEREAS, the Community Development Commission of the City
7
of San Bernardino (the "Commission") is authorized to carry out
8
the redevelopment of the Project Area for the State College
9
Project (the "Project"); and
10
WHEREAS, Greenleaf-Neeley Investors, a California general
11
partnership (the "Participant") has proposed that the Commission
12
approve an Owner Participation Agreement in the form submitted
13
herewith (the "Agreement"); and
14
WHEREAS, the Agreement provides, in part, for the payment
15
by the Commission of certain fees payable to the City of San
Bernardino (the "City") in connection with development proposed
to be undertaken by the Participant pursuant to the Agreement;
and
WHEREAS, the fees to be paid by the Agency pursuant to the
Agreement pertain to the provision of public improvements; and
WHEREAS, the City shall receive full payment of its fees;
and
WHEREAS, the California Health and Safety Code Section
33445 provides that the redevelopment agency may, with the
consent of the legislative body, pay all or part of the value of
public buildings, facilities, structures or other improvements
upon a finding that such public improvements are of benefit to
the Project Area or the immediate neighborhood in which the
OAB/ses
December 11, 1989
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1
2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE
CITY OF SAN BERNARDINO AUTHORIZING EXECUTION OF AN AGREEMENT WITH
3 GREENLEAF-NEELEY INVESTORS AND MAKING CERTAIN FINDINGS IN
CONNECTION THEREWITH
4
5
Project is located and that there is no other reasonable means of
6
financing such public improvements available for the community,
7
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
COUNCIL OF THE CITY
8
OF SAN BERNARDINO AS FOLLOWS:
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SECTION 1.
The Commission hereby determines that the
10
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construction of public improvements, as provided for by the
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payment of City fees as hereinabove described, will be of benefit
13
to the Project Area and the surrounding area neighborhood in
14
which the Project is located.
SECTION 2.
The Commission further determines that no
15
16
other reasonable means for financing the construction of such
17
public improvements are available except having the Commission
18
pay all or part of the value of such acquisition, clearance,
regrading and construction of such public improvements by the
payment of City fees.
SECTION 3.
The Commission approves the Agreement and
authorizes and directs the Chairman and the Executive Director to
execute the Agreement on behalf of the Commission.
/ / /
/ / /
/ / /
/ / /
/ / /
OAB/ses
December 11, 1989
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1
2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE
CITY OF SAN BERNARDINO AUTHORIZING EXECUTION OF AN AGREEMENT WITH
3 GREENLEAF-NEELEY INVESTORS AND MAKING CERTAIN FINDINGS IN
CONNECTION THEREWITH
4
5
6
I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Community Development Commission of the City of
San Bernardino at a
meeting thereof, held on the
7
day of
, 1989, by the following vote, to wit:
8
Commission Members:
AYES
NAYS
ABSTAIN
9
ESTRADA
10 REILLY
FLORES
11 MAUOSLEY
MINOR
12 POPE-LUDLAM
MILLER
13
14
Secretary
The foregoing resolution is hereby approved this
day
of
, 1989.
19 W. R. Holcomb, Chairman
Community Development of the
20 City of San Bernardino
21 Approved as to
form and legal content:
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B~
Agency ounsel
DAB/ses
December 11, 1989
RESOLUTION NO.
RESOLUTION OF THE MAYOR AND COMMON COUNCIL
OF THE CITY OF SAN BERNARDINO CONSENTING TO
THE EXECUTION BY THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO
WITH GREENLEAF-NEELEY INVESTORS
WHEREAS, the Community Development Commission of the City
of San Bernardino (the "Commission") is authorized to carry out
the redevelopment of the Project Area for the State COllege
Project (the "Project"); and
WHEREAS, Greenleaf-Neeley Investors, a California general
partnership (the "Participant") has proposed that the
Commission approve an Owner Participation Agreement in the form
submitted herewith (the "Agreement"); and
WHEREAS, the Agreement provides, in part, for the payment
by the Commission of certain fees payable to the City of San
Bernardino (the "City") in connection with development proposed
to be undertaken by the Participant pursuant to the Agreement;
and
WHEREAS, the fees to be paid by the Agency pursuant to the
Agreement pertain to the provision of public improvements; and
WHEREAS, the City shall receive full payment of its fees;
and
WHEREAS, California Health and Safety Code Section 33445
provides that the redevelopment agency may, with the consent of
the legislative body, pay all or part of the value of public
buildings, facilities, structures or other improvements upon a
finding that such public improvements are of benefit to the
Project Area or the immediate neighborhood in which the Project
is located and that there is no other reasonable means of
financing such public improvements available for the community.
NOW, THEREFORE, the Mayor and Common Council of the City of
San Bernardino does hereby resolve as follows:
Section 1: The Mayor and Common Council hereby determines
that the construction of public improvements, as provided for
by the payment of City fees as hereinabove described, will be
of benefit to the Project Area and the surrounding area
neighborhood in which the Project is located.
-
Section 2. The Mayor and Common Council further determines
that there are no other reasonable means for financing the
construction of such public improvements is available except
having the Commission pay all or part of the value of such
acquisition, clearance, regrading and construction of such
public improvements by the payment of City fees.
Section 3. The Mayor and Common Council consents to the
execution of the Agreement by the Commission.
I HEREBY CERTIFY that the foregoing resolution was
adopted by the Mayor and Common Council of the City of
Bernardino at a regular meeting thereof held on the
of , 1989 by the following vote, to wit:
duly
San
day
AYES:
Council Members
NAYS:
ABSENT or
ABSTAIN:
City Clerk
The foregoing resolution is hereby approved this day
of ,1989.
W. R. Holcomb, Mayor
City of San Bernardino
Approved as to form
and legal content:
James F. Penman
City Attorney
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OWNER PARTICIPATION AGREEMENT
BY AND BETWEEN THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
AND
THE GREENLEAF/NEELY INVESTORS
(Public Improvement Fees)
~-'
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TABLE OF CONTENTS
I. [UOO] SUBJECT OF AGREEMENT
A. [U01] Purpose of Agreement
B. [U02] The Redevelopment Plan
C. [~lO3] The Site
D. [U04] Parties to the Agreement
1. [UOs] The Agency
2. [ U06] The Participant
II. [~200] CONSIDERATION FOR AGREEMENT;
AGENCY ASSISTANCE
A. [~20l] Participant Consideration
B. [ ~202 ] Agency Assistance
C. [ ~203 ] Conditions Precedent
D. [~204] Brokers
III. [~300] DEVELOPMENT OF THE SITE
A. [~30l] Development of the Site by the
Participant
1.
2.
3.
4.
5.
6.
7.
8.
[~302]
[~303]
[~304]
[~30s]
[S306]
[~307]
[~308]
[~309]
Scope of Development; Assessed
Valuation Guarantee
Plans and Drawings
Cost of Development
Construction Schedule
Indemnity
City and Other Governmental
Agency Permits
Rights of Access
Local, State and Federal Laws
(i)
B.
C.
D.
IV.
A.
B.
V.
A.
B.
C.
D.
VI.
A.
B.
C.
...
9. [5310]
10. [5311]
[5312 ]
[5313 ]
[5314]
[ HOO]
[5401]
[5402]
[5500]
[5501]
[5502]
[5503]
[5504]
[5600]
[5601]
[5602]
1.
2.
3.
[5606]
Maintenance of Participant
Improvements
Antidiscrimination During
Construction
Taxes, Assessments, Encumbrances
and Liens
Prohibition Against Assignment
of Agreement
Certificate of Completion
USE OF THE SITE
Uses
Effect of Violation of the Terms and
Provisions of this Agreement After
Completion of Construction
REPRESENTATIONS AND WARRANTIES
Authority
Enforceabili ty
No Violation
Compliance
DEFAULTS AND REMEDIES
Remedies
Legal Actions
[5603]
[5604]
[5605]
Institution of Legal Actions
Applicable Law
Acceptance of Service of Process
Rights and Remedies Are Cumulative
(ii )
VII.
VIII.
IX.
-
D.
[S607]
rS60S]
E.
1.
2.
F.
[ S611]
A.
[S700]
rS701]
B.
rS702]
rS703]
C.
D.
rS704]
E.
[ POS ]
[SSOO]
rS900]
Attachment No. 1
Attachment No. 2
Attachment No. 3
Attachment No. 4
Attachment No. S
Inaction Not a Waiver of Default
Remedies and Rights of Termination
rS609]
[S610]
Termination by the Participant
Termination by the Agency
Rights and Remedies After Furnishing
of Agency Assistance
GENERAL PROVISIONS
Notices, Demands and Communications
Between the Parties
Conflicts of Interest
Enforced Delay; Extension of Times of
Performance
Non-liability of Officials and
Employees of the Agency
Heirs, Successors & Assigns
ENTIRE AGREEMENT; WAIVERS; AMENDMENTS
TIME FOR ACCEPTANCE OF AGREEMENT
BY AGENCY
ATTACHMENTS
Site Map
Schedule of Performance
Scope of Development
Certificate of Completion
Agreement to be Recorded Affecting Real
Property
(iii)
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OWNER PARTICIPATION AGREEMENT
THIS AGREEMENT is entered into by and between the
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (the
"Agency") and THE GREENLEAF/NEELY INVESTORS, a California
general partnership (the "Participant"). The Agency and the
Participant hereby agree as follows:
I.
[ SlOO]
[ SlOl ]
SUBJECT OF AGREEMENT
A.
Purpose of Agreement
The purpose of this Agreement is to effectuate the
Redevelopment Plan (as hereinafter defined) for the State
College Redevelopment Project (the "Project") by providing for
the improvement of certain property situated within the Project
Area (the "Project Area") of the Project and by providing for
the payment of certain amounts specifically described in this
Agreement in connection with the activities to be undertaken by
the Participant benefitting the Project Area. Pursuant to this
Agreement, a certain portion of the Project Area, hereinafter
identified as the "Site" on the "Site Map", which is attached
hereto as Attachment No. 1 and is incorporated herein by
reference, shall be developed and improved by the Participant
in accordance with the terms of this Agreement. The completion
of development as provided for pursuant to this Agreement is in
the vital and best interest of the City of San Bernardino (the
"City") and the health, safety, morals and welfare of its
residents, and in accord with the public purposes and
provisions of applicable state and local laws and requirements
under which the Project has been undertaken.
B.
[ Sl02]
The Redevelopment Plan
The Redevelopment Plan was approved and adopted by
Ordinance No. 3067 of the City Council of the City of
San Bernardino; said ordinance and the Redevelopment Plan (the
"Redevelopment Plan") are incorporated herein by reference.
C.
[Sl03 ]
The Site
The Site is that portion of the Project Area
designated on the Site Map (Attachment No.1).
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...
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D.
[n04)
Parties to the Agreement
1.
[ n05 ]
The Agency
The Agency is a public body, corporate and
politic, exercising governmental functions and powers and
organized and existing under Chapter 2 of the Community
Redevelopment Law of the State of California. The principal
office of the Agency is located at 300 North "D" Street, Fourth
Floor, San Bernardino, California 92418.
"Agency", as used in this Agreement, includes the
Redevelopment Agency of the City of San Bernardino, and any
assignee of or successor to its rights, powers and
responsibilities.
2.
[ n06 ]
The Participant
The Participant, as used herein, refers to THE
GREENLEAF/NEELY INVESTORS, a California general partnership,
having as general partners Greenleaf Development Company, a
California corporation, and Jerry W. Neely, an individual. No
change in the general partner(s) of the Participant nor
assignment or transfer of any interest of the Participant
(other than leases of commercial space in the ordinary course
of business) shall be permitted prior to the issuance of a
Certificate of Completion for the Participant Improvements
pursuant to Section 314. The principal office of the
Participant is located at 2201 Dupont Drive, Suite 820, Irvine,
California 92715. Participant shall, upon issuance of a
Certificate of Completion for the Participant Improvements
pursuant to Section 314, have the right to sell or transfer
interests in the ordinary course of business.
Whenever the term "Participant" is used herein,
such term shall include any nominee, assignee or successor in
interest as herein provided.
The Participant qualifies as an owner participant
as that term is used in the Redevelopment Plan and the rules
for owner participation promulgated pursuant thereto.
II. [~200)
CONSIDERATION FOR AGREEMENT; AGENCY ASSISTANCE
A.
[~201]
Participant Consideration
As consideration for the Agency to enter into
this Agreement, the Participant agrees to satisfy the
Conditions Precedent, to complete the Participant Improvements
on or prior to the date specified therefor in the Schedule of
Performance (Attachment No.2), to obtain the Certificate of
Completion as specified in Section 314 hereof, and to maintain
the Site in conformity with this Agreement.
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B.
1 5202 ]
Agency Assistance
1. In consideration of the undertakings of the
Participant pursuant to this Agreement, the Agency shall pay to
the Participant the amount of One Hundred Thousand Dollars
($100,000) (the "Agency Assistance Amount") towards the cost of
those fees enumerated below within thirty (30) days from the
later of the issuance of building permits for the Phase II
Improvements or receipt by the Agency of evidence that the
fees, school impact fees, traffic fees, sewer connection fees,
sewer capacity fees, water meter fees, cultural fees, drainage
fees, and such other fees as may hereafter be imposed by the
City applicable to the Participant Improvements and which may
be funded by a redevelopment agency pursuant to Section 33445
of the California Health and Safety Code (the "Applicable
Fees") have been paid and that the total amount of the
Applicable Fees are equal to or greater than the Agency
Assistance Amount. No Agency assistance shall be payable
pursuant to this Agreement other than the Agency Assistance
Amount. The Participant assumes all responsibility for the
timely completion of the Participant Improvements.
2. No disbursement of any portion of the Agency
Assistance Amount shall be made unless and until the Conditions
Precedent (as defined in Section 203 of this Agreement) are
first satisfied.
C.
15203]
Conditions Precedent
The Agency shall not be obligated to make any
disbursement of the Agency Assistance Amount or any other
payment pursuant to this Agreement, unless all of the following
conditions precedent are satisfied:
(a) the Participant provides proof reasonably
satisfactory to the Agency that the Participant
was the owner of the Site as of the time of
execution of this Agreement by the Agency;
(b) the Participant provides proof satisfactory to
the Agency that no real property taxes levied
with respect to the Site (and its parts) owned by
the Participant as of the time(s) of such
disbursements are delinquent;
(c) the Participant provides satisfactory evidence to
the Agency that the Applicable Fees have been
paid;
(d)
there exists no Default, as defined in this
Agreement, or event, omission or failure of
condition which would constitute a Default after
notice or lapse of time, or both;
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(e) the Participant has recorded with respect to the
Site the "Agreement to be Recorded Affecting Real
Property", which is attached hereto as Attachment
No.5, and is incorporated herein by reference.
The foregoing conditions lettered (a) to (e), inclusive, shall
collectively constitute the "Conditions Precedent".
D.
[ S204]
Brokers
Neither the Agency nor the Participant shall be liable
for any real estate commissions or brokerage fees which may
arise herefrom. The Agency and the Participant each represents
that it has not engaged any broker, agent or finder in
connection with this transaction, and each agrees to defend,
indemnify and hold harmless the other parties from and against
any claim with respect to such commissions based upon the acts
of such party.
III.
lS300]
lS301]
DEVELOPMENT OF THE SITE
A.
Development of the Site by the Participant
1.
[S302]
Scope of Development; Assessed
Valuation Guarantee
The Participant shall, by the respective times
established therefor in the Schedule of Performance (Attachment
No.2), commence and complete or cause to be commenced and
completed those improvements identified as the "On-Site
Improvements" in the "Scope of Development", which is attached
hereto as Attachment No. 3 and is incorporated herein by
reference. The "On-Site Improvements" are sometimes also
referred to herein as the "Participant Improvements". The
Participant Improvements consist of the "Phase I Participant
Improvements" and the "Phase II Participant Improvements" as
more particularly set forth in the Scope of Development
(Attachment No.3). As of the time established in this
Agreement for completion of the Participant Improvements, the
Participant shall have: (a) added in new construction on the
Site ten free-standing buildings of approximately 350,000
square feet gross building area in two phaseswi.th a total
assessed valuation by the County Assessor of not less than Six
Million Three Hundred Thousand Dollars ($6,300,000) (the
"Sustaining Assessed Valuation"); and (b) completed the
Participant Improvements in conformity with this Agreement,
including, without limitation, the Scope of Development
(Attachment No.3).
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The Participant shall construct or cause to be
constructed the Participant Improvements in compliance with all
the zoning, planning and design review requirements of the City
of San Bernardino, the Redevelopment Plan and the Municipal
Code of the City of San Bernardino.
2.
[i303]
Plans and Drawings
By the respective times set forth therefor in the
Schedule of Performance (Attachment No.2), the Participant
shall prepare and submit to the Agency or the City plans,
including elevations, describing in detail the "Participant
Improvements" (as hereafter defined in the Scope of Development
[Attachment No.3]). The plans and elevations shall be
submitted in sufficient detail to enable the Agency and the
City to evaluate the proposal for conformity to the
requirements of this Agreement. The Plans are subject to
review by the Agency or the City and shall be approved or
disapproved as provided in the Schedule of Performance
(Attachment No.2). The Participant, upon receipt of a
disapproval based upon powers reserved by the Agency hereunder,
shall revise such portions and resubmit to the Agency as soon
as possible after receipt of the notice of disapproval as
provided in the Schedule of Performance (Attachment No.2).
The Site shall be developed as established in this Agreement
and the Attachments hereto except as changes may be mutually
agreed upon between the Participant and the Agency. Any such
changes shall be within the limitations of the Scope of
Development (Attachment No.3).
2.
[i304]
Cost of Development
All costs for planning, designing and
constructing the Participant Improvements shall be borne
exclusively by the Participant; provided that Section 202 of
this Agreement shall be enforceable according to its terms.
The Participant shall also bear all costs related to
discharging the duties of the Participant set forth in this
Agreement.
4.
[i305]
Construction Schedule
The Participant shall promptly begin and
thereafter diligently prosecute to completion the construction
of the Participant Improvements and the development of the
Site. The Participant shall commence and complete all
construction and development of the Participant Improvements
within the times established therefor in the Schedule of
Performance (Attachment No.2).
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5. [ ~306] Indemni ty
The Participant shall defend, indemnify, assume
all responsibility for, and hold the' Agency, its officers,
employees and agents, harmless from, all claims or suits
relating to the subject matter of this Agreement, and for, and
damages to, property and injuries to persons, including
accidental death (including attorneys fees and costs), which
may be caused by any of the Participant's activities under this
Agreement, whether such activities or performance thereof be by
the Participant or anyone directly or indirectly employed or
contracted with by the Participant and whether such damage
shall accrue or be discovered before or after termination of
this Agreement. Participant shall not be liable for property
damage or bodily injury occasioned by the sole active
negligence of the Agency or its designated agents, or employees.
The Participant shall also furnish or cause to be
furnished to the City satisfactory evidence to the City that
any contractor with whom it has contracted for the performance
of work on the Site or otherwise pursuant to this Agreement
carries workers' compensation insurance as required by law.
6.
[~307]
City and Other Governmental Agency
Permits
Before commencement of construction or
development of any buildings, structures or other works of
improvement upon the Site, the Participant shall, at its own
expense, secure or cause to be secured any and all permits
which may be required by the City or any other governmental
agency affected by such construction, development or work;
provided that Section 202 shall be enforceable according to its
terms. Execution of this Agreement does not constitute the
granting of or a commitment to obtain any required land use
entitlements or approvals required by the City.
7.
[~308]
Rights of Access
For the purpose of assuring compliance with this
Agreement, representatives of the Agency and the City shall
have the right of access to the Site without charges or fees,
at normal construction hours during the period of construction
for the purposes of this Agreement, including, but not limited
to, the inspection of the work being performed in constructing
the improvements, so long as they comply with all safety
rules. Such representatives of the Agency or of the City shall
be those who are so identified in writing by the Executive
Director of the Agency.
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8.
[S309]
Local, State and Federal Laws
The Participant shall carry out the construction
of the Participant Improvements in conformity with all
applicable laws, including all applicable federal and state
labor standards and the provisions of the City of
San Bernardino Municipal Code.
The Participant assumes full responsibility for
and shall comply with all provisions of the Subdivision Map Act
and the local subdivision ordinance applicable to the
development or financing of the Participant Improvements.
9.
[~310]
l
Maintenance of Participant Improvements
The Participant shall maintain the Site and all
improvements thereon, including the Participant Improvements,
in compliance with the terms of the Redevelopment Plan and with
all applicable provisions of the City of San Bernardino
Municipal Code until the expiration date of the Redevelopment
Plan.
10. [S311]
Antidiscrimination During Construction
The Participant, for itself and its successors
and assigns, agrees that in the construction of the
improvements provided for in this Agreement, the Participant
will not discriminate against any employee or applicant for
employment because of race, color, creed, religion, age, sex,
marital status, handicap, national origin or ancestry.
B.
[S312]
Taxes, Assessments, Encumbrances and Liens
The Participant shall pay when due all real estate
taxes and assessmen~~ on the Site. The Participant shall hold
harmless the Agency from and against any liability or claim
with respect to real estate taxes or assessment in connection
with the Site or Participant Improvements thereon. The
Participant shall remove or have removed any levy or attachment
made on any of the Site or any part thereof, or assure the
satisfaction thereof within a reasonable time but in any event
prior to a sale thereunder.
C.
[S313]
Prohibition Against Assignment of Agreement
Except as expressly permitted by this Agreement, the
Participant shall not, without prior written approval of the
Agency, make any partial or total assignment of its rights or
obligations pursuant to this Agreement. This prohibition shall
not limit the right of the Participant to sell, lease, or
encumber the Site or any portion thereof. This prohibition
shall further not apply after the issuance of a Certificate of
Completion which conforms to Section 314 of this Agreement.
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The provisions of this Section 313 shall not
apply to the On-Site Improvements.
D.
Ii314]
Certificate of Completion
Promptly after completion of the Participant
Improvements, on any discrete phase thereof, the Agency shall
furnish the Participant with a Certificate of Completion upon
written request therefor by the Participant. The Agency shall
not unreasonably withhold such Certificate of Completion. The
Certificate of Completion shall be substantially in the form of
Attachment No.4. The Executive Director may execute the
Certificate of Completion (Attachment No.4) on behalf of the
Agency. Such Certificate of Completion shall be a conclusive
determination of satisfactory completion of the Participant
Improvements (as applicable phase or portion, which may consist
of a building) and the Certificate of Completion shall so
state. After recordation of such Certificate of Completion,
any party then owning or thereafter purchasing, leasing or
otherwise acquiring any interest therein shall not (because of
such ownership, purchase, lease or acquisition), incur any
obligation or liability under this Agreement, applicable to the
portion covered by such Certificate, except as provided in
Sections 306, 310 and 601 of this Agreement. A Certificate of
Completion shall be in such form as to permit it to be recorded
in the Recorder's Office of San Bernardino County.
If the Agency refuses or fails to furnish a
Certificate of Completion, after written request from the
Participant, the Agency shall, within thirty (30) days of
written request therefor, provide the Participant with a
written statement of the reasons the Agency refused or failed
to furnish a Certificate of Completion. The statement shall
also contain Agency's opinion of the actions of the Participant
must take to obtain a Certificate of Completion. If the reason
for such refusal is confined to the immediate availability of
specific items of materials for landscaping, the Agency will
issue its Certificate of Completion upon the posting of a bond
by the Participant with the Agency in an amount representing a
fair value of the work not yet completed. If the Agency shall
have failed to provide such written statement within said
thirty (30) day period, the Participant shall-be deemed
entitled to the Certificate of Completion. -
Such Certificate of Completion shall not constitute
evidence of compliance with or satisfaction of any obligation
of the Participant to any holder of any mortgage, or any
insurer of a mortgage securing money loaned to finance the
improvements, or any part thereof. Such Certificate of
Completion is not a notice of completion as referred to in the
California Civil Code, Section 3093.
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IV. [HOO]
USE OF THE SITE
A.
[5401]
Uses
The Participant covenants and agrees for itself, its
successors, its assigns, and every successor in interest to the
Site or any part thereof, that during construction and
thereafter, the Participant, such successors and such
assignees, shall devote the Site, to the uses specified in the
Redevelopment Plan and this Agreement for the periods of time
specified therein. All uses conducted on the Site, including,
without limitation, the display of signs, all activities
undertaken by the Participant pursuant to this Agreement shall
conform to the Redevelopment Plan and all applicable provisions
of the Municipal Code of the City of San Bernardino (the
"Municipal Code"). The Participant acknowledges that
compliance with provisions of the Municipal Code pertaining to
the display of signs is a matter of particular concern to the
Agency, and agrees and acknowledges that it is responsible for
assuring that such provisions are complied with on an ongoing
basis. The foregoing covenants shall run with the land.
The Participant covenants by and for itself and any
successors in interest 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,
age, handicap, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the
Site, nor shall the Participant itself or any person claiming
under or through it establish or permit any such practice or
practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees of the Site. The
foregoing covenants shall run with the land.
The Participant shall refrain from restricting the
rental, sale or lease of the property on the basis of race,
color, creed, religion, sex, marital status, handicap, national
origin or ancestry of any person. All such deeds, leases or
contracts shall contain or be subject to substantially the
following nondiscrimination or nonsegregation clauses:
1. In deeds: "The grantee herein covenants by and
for himself or herself, his or her heirs, executors,
administrators and assigns, and all persons claiming under or
through them, that there shall be no discrimination against or
segregation of, any person or group of persons on account of
race, color, creed, religion, sex, marital status, age,
handicap, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the
land herein conveyed, nor shall the grantee himself or herself
or any person claiming under or through him or her, establish
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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 conveyed. The foregoing covenants
shall run with the land."
2.
for himself or
administrators
through him or
and subject to
In leases: "The lessee herein covenants by and
herself, his or her heirs, executors,
and assigns, and all persons claiming under or
her, and this lease is made and accepted upon
the following conditions:
"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, handicap,
age, ancestry or national origin in the leasing, subleasing,
transferring, use, occupancy, tenure or enjoyment of the
premises herein leased nor shall the lessee himself or herself,
or any person claiming under or through him or her, establish
or permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number,
use or occupancy of tenants, lessees, sublessees, subtenants or
vendees in the premises herein leased."
3. 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, marital status,
age, handicap, ancestry or national origin, in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the
premises, nor shall the transferee himself or herself or any
person claiming under or through him or her, establish or
permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number,
use or occupancy of tenants, lessees, subtenants, sublessees or
vendees of the premises."
The covenants established in this Agreement and the
deeds shall, without regard to technical classification and
designation, be binding for the benefit and in favor of the
Agency, its successors and assigns, the City and any successor
in interest to the Site, together with any property acquired by
the Participant pursuant to this Agreement, or any part
thereof. The covenants, contained in this Agreement and the
deeds shall remain in effect until the termination date of the
Redevelopment Plan. The covenants against racial
discrimination shall remain in perpetuity.
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,..
B.
[~402]
Effect of Violation of the Terms and
Provisions of this Agreement After
Completion of Construction
The Agency is deemed the beneficiary of the terms and
provisions of this Agreement and of the covenants running with
the land, for and in its own rights and for the purposes of
protecting the interests of the community and other parties,
public or private, in whose favor and for whose benefit this
Agreement and the covenants running with the land have been
provided. The Agreement and the covenants shall run in favor
of the Agency, without regard to whether the Agency has been,
remains or is an owner of any land or interest therein in the
Site or in the Project Area. The Agency shall have the right,
if the Agreement or covenants are breached, to exercise all
rights and remedies, and to maintain any actions or suits at
law or in equity or other proper proceedings to enforce the
curing of such breaches to which it or any other beneficiaries
of this Agreement and covenants may be entitled.
V.
[~500]
REPRESENTATIONS AND WARRANTIES
The Participant makes the following representations
and warranties as of the effective date of this Agreement and
continuing thereafter:
A.
[~501]
Authority
The Participant has complied with all laws and
regulations concerning its organization, existence and
transaction of business. The Participant has the right and
power to develop the Participant Improvements as contemplated
in this Agreement. The Participant has, or at all appropriate
times shall have properly obtained all permits, licenses and
approvals necessary to construct the Participant Improvements,
and complied with all applicable statutes, laws, regulations
and ordinances.
B.
[~502]
Enforceability
The Participant is authorized to execute, deliver and
perform under this Agreement which is a valid and binding
obligation of the Participant.
C.
[~503]
No Violation
The Participant's undertakings in this Agreement do
not violate any applicable statute, law, regulation or
ordinance or any order or ruling of any court or governmental
entity, or conflict with, or constitute a breach or default
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...
under, any agreement by which the Participant is bound or
regulated. The Participant is not in violation of any statute,
law, regulation or ordinance, or of any order of any court or
governmental entity. There are no claims, actions or
proceedings pending or, to the Participant's knowledge,
threatened against the Participant or affecting the Site or the
Participant Improvements.
D.
[~504]
Compliance
The Participant is familiar with all requirements of
this Agreement, including, without limitation, the Scope of
Development (Attachment No.3). The development of the Site
and the construction of the Participant Improvements shall
conform to and comply with the requirements in the Scope of
Development (Attachment No.3).
VI.
[~600]
[~601]
DEFAULTS AND REMEDIES
A.
Remedies
In the event that the Participant is in Default of
this Agreement, the Agency may suspend payment of amounts
otherwise payable pursuant to Section 202 of this Agreement
until such default has been cured; provided that the Agency
shall further be entitled to terminate this Agreement without
making payment of amounts otherwise payable pursuant to Section
202 in the event such default has not been cured by the time
required pursuant to this Agreement for the cure of such
default (and, if no time is specified, within ninety (90) days
from the date notice of default is given by the Agency). The
Agency shall additionally have all other remedies which are
provided for pursuant to this Agreement as well as such
additional remedies as may be available at law or equity.
B.
[~602]
Legal Actions
1.
[~603]
Institution of Legal Actions
In aqdition to any other rights or remedies and
subject to the restrictions in Section 401, either party may
institute legal action to seek specific performance of the
terms of this Agreement, or to cure, correct or remedy any
Default, to recover damages for any Default, or to obtain any
other remedy consistent with the purpose of this Agreement.
Such legal actions must be instituted in the Superior Court of
the County of San Bernardino, State of California, in an
appropriate municipal court in that county, or in the Federal
District Court in the Central District of California.
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2.
[S604]
Applicable Law
The laws of the State of California shall govern
the interpretation and enforcement of this Agreement.
3.
[S605]
Acceptance of Service of Process
In the event that any legal action is commenced
by the Participant against the Agency, service of process on
the Agency shall be made by personal service upon the Executive
Director or in such other manner as may be provided by law.
In the event that any legal action is commenced
by the Agency against the Participant, service of process on
the Participant shall be made by personal service upon William
D. Greenleaf or in such other manner as may be provided by
law. Service shall be valid whether made within or without the
State of California.
C.
[S606]
Rights and Remedies Are Cumulative
Except as otherwise expressly stated in this
Agreement, the rights and remedies of the parties 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.
D.
[S607]
Inaction Not a Waiver of Default
Any failures or delays by either 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 such rights or
remedies, or deprive either such party of its right to
institute and maintain any actions or proceedings which it may
deem necessary to protect, assert or enforce any such rights or
remedies.
E.
[S608]
Remedies and Rights of Termination
1.
lS609]
Termination by the Participant
This Agreement may at any time prior to the
funding of the first dollar of the Agency Assistance, at the
option of the Participant, be terminated by written notice
thereof to the Agency, and thereupon neither the Agency nor the
Participant shall have any further rights or obligations with
respect to this Agreement.
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2.
rS610]
Termination by the Agency
In the event that: (i) the Participant does not
submit certificates of insurance and related documents as
required by this Agreement, in the manner and by the dates
respectively provided in this Agreement therefor and any such
Default or failure shall not be cured within thirty (30) days
after the date of written demand therefor by the Agency, or
(ii) in the event that the Participant fails to satisfy all of
the Conditions Precedent (as defined in Section 203 of this
Agreement) by the time established therefor in the Schedule of
Performance (Attachment No.2); then this Agreement and any
rights of the Participant or any assignee or transferee in the
Agreement, or arising therefrom with respect to the Agency, the
Site or any other property referred to in this Agreement, may,
at the option of the Agency, be terminated by the Agency. In
the event of termination under this Section 610, neither party
shall have any rights against the other under this Agreement or
with respect to the subject matter hereof.
F.
r S611]
Rights and Remedies After Furnishing of
Agency Assistance
After the furnishing of any Agency Assistance, the
Agency shall have the right to pursue any remedy authorized by
law or equity or otherwise set forth in this Agreement,
including, without limitation, the Attachments hereto.
VII.
rS700]
IS701]
GENERAL PROVISIONS
A.
Notices, Demands and Communications Between
the Parties
Written notices, demands and communications between
the Agency and the Participant shall be sufficiently given if
delivered by hand or dispatched by registered or certifiedrnail,
~~-~~ postage prepaid, return receipt requested, to the principal
offices of the Agency and the Participant at the addresses
specified in Sections 105 and 106, respectively. 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 by mail as provided in this Section 701.
Any written notice, demand or communication shall be
deemed received immediately if delivered by hand and shall be
deemed received on the tenth day from the date it is postmarked
if delivered by registered or certified mail.
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B.
[9702]
Conflicts of Interest
No member, official or employee of the Agency shall
have any personal interest, direct or indirect, in this
Agreement, nor shall any member, official or employee
participate in any decision relating to the Agreement which
affects his or her personal interests or the interests of any
corporation, partnership or association in which he or she is
directly or indirectly interested.
C.
[9703]
Enforced Delay; Extension of Times of
Performance
In addition to specific provisions of this Agreement,
performance by either party hereunder shall not be deemed to be
in Default, and all performance and other dates specified in
this Agreement shall be extended, where delays or Defaults are
due to: war; insurrection; strikes; lockouts; riots; floods;
earthquakes; fires; casualties; acts of God; acts of the public
enemy; epidemics; quarantine restrictions; freight embargoes;
lack of transportation; governmental restrictions or priority;
litigation; unusually severe weather; inability to secure
necessary labor, materials or tools; delays of any contractor,
subcontractor or supplier; acts or omissions of the other
party; acts or failures to act of the City of San Bernardino or
any other public or governmental agency or entity (other than
the acts or failures to act of the Agency which shall not
excuse performance by the Agency); or any other causes beyond
the control or without the fault of the party claiming an
extension of time to perform. Notwithstanding anything to the
contrary in this Agreement, an extension of time for any such
cause shall be for the period of the enforced delay and shall
commence to run from the time of the commencement of the cause,
if notice by the party claiming such extension is sent to the
other party within thirty (30) days of the commencement of the
cause. Times of performance under this Agreement may also be
extended in writing by the mutual agreement of Agency and
Participant.
Notwithstanding the foregoing portion of this
Section 703, the Participant is not entitled pursuant to this
Section 703 to an extension of time to perform because of past,
present, or future difficulty in obtaining suitable temporary
or permanent financing for the development of the Site.
D.
[9704]
Non-liability of Officials and Employees of
the Agency
No member, official or employee of the Agency or the
City shall be personally liable to the Participant, or any
successor in interest, in the event of any Default or breach by
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the Agency (or the City) or for any amount which may become due
to the Participant or its successors, or on any obligations
under the terms of this Agreement.
E.
lS705]
Heirs, Successors & Assigns.
The terms of this Agreement shall be binding upon and
inure to the benefit of the heirs, successors and assigns of
the parties; provided, however, that this Section does not
waive the provisions of Section 313.
VIII.
[seOO]
ENTIRE AGREEMENT; WAIVERS: AMENDMENTS
This Agreement is executed in three (3) duplicate
originals, each of which is deemed to be an original. This
Agreement includes pages 1 through 17 and Attachments 1 through
5, which constitute the entire understanding and agreement of
the parties.
All waivers of the provisions of this Agreement must be in
writing by the appropriate authorities of the Agency and the
Participant, and all amendments hereto must be in writing by
the appropriate authorities of the Agency and the Participant.
In any circumstance where under this Agreement either party
is required to approve or disapprove any matter, approval shall
not be unreasonably withheld.
IX.
lS900]
TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY
This Agreement, when executed by the Participant and
delivered to the Agency, must be authorized, executed and
delivered by the Agency on or before forty-five (45) days after
signing and delivery of this Agreement by Participant or this
Agreement shall be void, except to the extent that the
Participant shall consent in writing to a further extension of
time for the authorization, execution and delivery of this
Agreement. The date of this Agreement shall be the date when
it shall have been signed by the Agency.
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- --'''-
-
IN WITNESS WHEREOF, the Agency and the Participant
have signed this Agreement on the respective dates set forth
below.
, 1ge9
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
By:
Executive Director
ATTEST:
Secretary
APPROVED AS TO FORM:
~~
Special Counsel
THE GREENLEAF/NEELY INVESTORS, a
California general partnership
GREENLEAF DEVELOPMENT COMPANY,
a California corporation,
Managing General Partner,
16-2..4
, 1ge9
BJ2iJ!
William D.
President
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--- ~-
ATTACHMENT NO. 2
I. GENERAL PROVISIONS
SCHEDULE OF PERFORMANCE
1.
Execution of Agreement by
Agency. The Agency shall
approve and execute this
Agreement. and shall deliver
one (1) copy thereof to
the Participant.
II. CONSTRUCTION PHASE
2.
Conditions Precedent.
Participant shall satisfy
all of the Conditions
3.
Completion of Construction.
Participant shall complete
construction of all of the
Phase I Improvements.
4.
Payment of the Agency Assistance.
Agency pays to the
Participant the Agency
Assistance.
5.
Commencement of Phase II.
Participant shall commence
construction of the Phase II
Participant Improvements.
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Not later than forty-five (45)
days after the date of execution
and submission of three (3) copies
of this Agreement by the Participant.
Prior to payment of any of the Agency
Assistance Amount, and not later than
February 1, 1992.
Not later than February 1, 1990.
As set forth in Section 202 of
this Agreement.
Not later than February 1, 1992.
ATTACHMENT NO. 2
..
-~ ---...-.
----
ATTACHMENT NO. 3
SCOPE OF DEVELOPMENT
I. GENERAL DESCRIPTION
The Site is specifically delineated on the Site Map
(Attachment No.1) pursuant to Section 103 of this Agreement.
II. ON-SITE IMPROVEMENTS
The Participant shall complete development of a light
industry industrial park consisting of new construction on the
Site of approximately three hundred fifty thousand (350,000)
square feet gross bUilding area consisting of ten free-standing
buildings and related improvements. The "Phase I Participant
Improvements" shall consist of six buildings of approximately
199,000 square feet as depicted generally on the Site Map
(Attachment No.1). The "Phase II Participant Improvements"
shall consist of four bUildings of approximately 160,000 square
feet as depicted generally on the Site Map (Attachment No.1).
II I . STANDARDS
The Participant shall obtain all City and Agency approvals
required for the Participant Improvements. The Participant
Improvements shall be constructed and maintained in conformity
with the City Approvals, the Redevelopment Plan, the Agreement
(including, without limitation, all Attachments thereto), and
all applicable provisions of the Municipal Code of the City of
San Bernardino.
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ATTACHMENT NO. 3
--
ATTACHMENT NO.4
Certificate of Completion
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
)
)
)
CITY )
)
)
)
)
)
(Space
above for Recorder's Use.)
REDEVELOPMENT AGENCY OF THE
OF SAN BERNARDINO
300 North "D" Street
San Bernardino, CA 9241e
Attn: Executive Director
STATE COLLEGE REDEVELOPMENT PROJECT
SAN BERNARDINO, CALIFORNIA
CERTIFICATE OF COMPLETION OF CONSTRUCTION AND DEVELOPMENT
WHEREAS, by an Owner Participation Agreement dated
, 1ge9, by and between the REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO, a public body, corporate and
politic (hereinafter referred to as the "Agency") and THE
GREENLEAF/NEELY INVESTORS, a California general partnership
(hereinafter referred to as the "Participant"), the Participant
has-developed the real property (the "Site"), legally described
on the attached Exhibit A, by constructing or causing to be
constructed the improvements (or some discrete portion thereof)
thereon according to the terms and conditions of said Owner
Participation Agreement (the "OPA"); and
WHEREAS, pursuant to Section 314 of the OPA, promptly after
completion of the Participant Improvements or any discrete
phase or portion thereof, as therein defined, ,the Agency shall
furnish the Participant with a Certificate of Completion upon
written request therefor by the Participant; and
WHEREAS, the issuance by the Agency of the Certificate of
Completion shall be conclusive evidence that the construction
of the Participant Improvements or any discrete phase or
portion thereof, conforms to the OPA; and
WHEREAS, the Participant has requested that the Agency
furnish the Participant with the Certificate of Completion; and
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ATTACHMENT NO. 4
1 of 2
-
WHEREAS, the Agency has conclusively determined that the
construction of the Participant Improvements (or phase or
portion thereof, as described herein) conforms to the OPA;
NOW THEREFORE:
1. As provided in the OPA, the Agency does hereby certify
that the construction of the Participant Improvements (or phase
or portion thereof, as described herein) has been
satisfactorily performed and completed, and that such
development and construction work complies with the OPA,
2. Except as referenced in that certain Agreement to be
Recorded Affecting Real Property (the "Recorded Agreement"),
recorded as document number among the official
records of the County of San Bernardino, the OPA shall
hereafter be of no further force and effect. Any continuing
and existing rights, duties, obligations and liabilities
pertaining to the Site or the subject matter of the OPA are
provided as set forth in the Recorded Agreement, which Recorded
Agreement shall remain in full force and effect according to
its terms.
3. This Certificate of Completion does not constitute
evidence of compliance with or satisfaction of any obligation
of the Participant to any holder of a mortgage or any insurer
of a mortgage security money loaned to finance the work of
construction of improvements and development of the Site, or
any part thereof. This Certificate of Completion is not a
notice of completion as referred to in Section 3093 of the
California Civil Code.
IN WITNESS WHEREOF, the Agency has executed this
Certificate as of this day of , 1ge9.
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
By:
Executive Director
ATTEST:
Agency Clerk
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ATTACHMENT NO. 4
2 of 2
-
-
-
STATE OF CALIFORNIA
)
) ss.
)
COUNTY OF SAN BERNARDINO
On this day of , 1ge9, before me, the
undersigned, a Notary Public in and for said State, personally
appeared
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person who executed the within
instrument as the Executive Director of the REDEVELOPMENT
AGENCY OF THE CITY OF SAN BERNARDINO and acknowledged to me
that the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
executed it.
Signature of Notary Public
Name typed or printed
(SEAL)
------ --
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ATTACHMENT NO. 4
-
-
--
ATTACHMENT NO. 5
RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
REDEVELOPMENT AGENCY OF THE )
CITY OF SAN BERNARDINO )
300 N. "D" Street )
San Bernardino, California 9241e )
[Space above for recorder.]
This Agreement is recorded
at the request and for the
benefit of the San
Bernardino Redevelopment
Agency and is ~xempt from
the payment of a recording
fee pursuant to Government
code Section 6103.
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By
Its:
Dated:
, 1989
STATE COLLEGE REDEVELOPMENT PROJECT
SAN BERNARDINO, CALIFORNIA
AGREEMENT TO BE RECORDED AFFECTING
REAL PROPERTY
THIS AGREEMENT is entered into this day of
, 1989, by and between the REDEVELOPMENT
AGENCY OF THE CITY OF SAN BERNARDINO, a public body corporate
and politic (the "Agency"), and THE GREENLEAF/NEALY INVESTORS,
a California general partnership (the "Owner"), with reference
to the following:
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ATTACHMENT NO. 5
1 of 7
--- ---
A. The Participant is fee owner of record of that certain
real property (the "Property") located in the City of San
Bernardino, County of San Bernardino, State of California
legally described in the attached Exhibit "A".
B. The Property is within the Southeast Industrial Park
Project Area (the "Project") in the City of San Bernardino and
is subject to the provisions of the Redevelopment Plan for the
Project adopted by Ordinance No. 35e3 by the City Council of
the City of San Bernardino.
C. The Agency and the Owner have entered into an Owner
Participation Agreement dated as of concerning
the development and operation of the Property (the "OPA") which
OPA is on file with the Agency as a public record and is
incorporated herein by reference.
D. The Redevelopment Plan as heretofore amended (the
"Redevelopment Plan") and the OPA are on file with the Agency
as public records and are incorporated herein by reference.
NOW, THEREFORE, THE AGENCY AND THE OWNER AGREE AS
FOLLOWS:
1. The Owner, on behalf of itself and its successors,
assigns, and each successor in interest to the Property or any
part thereof, hereby covenants and agrees:
(a) To use, devote, and maintain the Property and
each part thereof, for the purposes and the commercial uses
specified in the Redevelopment Plan. The Property shall comply
with all provisions of the Municipal Code of the City of San
Bernardino, including without limitation pertaining to signs.
(b) Not to discriminate upon the basis of sex,
marital status, race, color, creed, religion, age, national
origin, or ancestry in the sale, lease, sublease, transfer or
rental, or in the use, occupancy, tenure, or enjoyment of the
Property or any improvements thereon, or of any part thereof.
Each and every deed, lease, and contract entered into with
respect to the Property shall contain or be subject to
substantially the following nondiscrimination or
non-segregation clauses:
(1) In deeds: "The grantee herein covenants by and
for itself, it 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 sex, marital status,
race, color, creed, religion, age, national origin, or
ancestry in the sale, lease, rental, sublease,
transfer, use occupancy, tenure, or enjoyment of the
land herein conveyed, nor shall the grantee
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itself or any persons 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 conveyed.. The foregoing covenants
shall run with the land."
(2) In leases: "The lessee herein covenants by and
for itself, its successors 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 sex, marital status, race, color,
creed, religion, age, national origin, or
ancestry, in the leasing, renting, 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 such practice or
practices of discrimination or segregation with
reference to the selection, location, number, use
or occupancy of tenants, lessees, sublessees,
subtenants, or vendees in the land herein leased."
------.
(3) In contracts: "There shall be no discrimination
against or segregation of, any persons, or group of
persons, on account of sex, marital status, race,
color, creed, religion, age, national origin, or
ancestry in the sale, lease, rental, 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, sublessees or vendees of the land."
(c) To complete the "Participant Improvements" as
defined in and pursuant to the terms of the OPAand to comply
with the "Conditions Precedent" as set forth in Section 211 of
the OPA, which is on file with the Agency as a public record
and is incorporated herein by reference.
(d)
To comply with Sections 302 and 306 of the OPA,
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2. There shall be no discrimination against or
segregation of any person, or groups of persons, on account of
sex, marital status, race, color, creed, religion, age,
national origin, or ancestry in the sale, lease, rental
sublease, transfer, use, occupancy, tenure or enjoyment of the
property or any part thereof, nor shall the Participant, its
successors, assigns, or successors in interest to the Property
or any part thereof, or any person claiming under or through
them, establish part thereof, or any person claiming under or
through them; establish or permit any such practice or
practices of discrimination or segregation with reference to
the selection, location, number, use, or occupancy of tenants,
lessees, sublessees, or vendees of the Property or any part
thereof.
3. The Owner shall defend, indemnify, assume all
responsibility for, and hold the Agency, its officers,
employees and agents, harmless from, all claims or suits
relating to the subject matter of the OPA, and for, and damages
to, property and injuries to persons, including accidental
death (including attorneys fees and costs), which may be caused
by any of the Owner's activities under the OPA, whether such
activities or performance thereof be by the Owner or anyone
directly or indirectly employed or contracted with by the Owner
and whether such damage shall accrue or be discovered before or
after termination of the OPA, Owner shall not be liable for
property damage or bodily injury occasioned by the sole active
negligence of the Agency or its designated agents, or employees.
4. The covenants and agreements established in this
Agreement shall, without regard to technical classification and
designation, be binding on the Owner and any successor in
interest to the Property, or any part thereof, for the benefit
of and in favor of the Agency, its successors and assigns, and
the City of San Bernardino. Excepting covenants contained in
paragraphs 1 and 3 of this Agreement shall remain in effect
until (the expiration date of the Redevelopment
Plan). The covenants against discrimination (contained in
paragraphs l(b) and 2), shall remain in perpetuity.
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6. The covenants and restrictions contained in this
Agreement shall not benefit nor be enforceable by any owner of
any other real property within or outside the Project or any
person or entity having any interest in any such other real
property.
IN WITNESS WHEREOF, the Agency and the Owner have executed
this Agreement.
Dated:
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
By:
Executive Director
ATTEST:
"AGENCY"
Secretary
THE GREENLEAF/NEELY INVESTORS, a
California general partnership
GREENLEAF DEVELOPMENT COMPANY,
a California corporation
Managing General Partner
Dated:
By:
William D. Greenleaf
Its: President
------~
"OWNER"
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COUNTY OF
)
) ss.
)
STATE OF CALIFORNIA
On this day of , in the year
before me, the undersigned, a Notary Public in and
for said State, personally appeared
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person who executed this
instrument as the Chairman of the REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO and acknowledged to me that the
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO executed it.
Signature of Notary Public
(SEAL)
-------
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STATE OF CALIFORNIA
COUNTY OF
)
) ss.
)
On this day of , 19 , before
me, the undersigned, a Notary Public in and for said State,
personally appeared
personally known to me or proved to me on the basis of
satisfactory evidence to be the person who executed the within
instrument as of Greenleaf Development Company, the
General Partner of THE GREENLEAF/NEELY INVESTORS, a California
general partnership, the partnership that executed the within
instrument, and acknowledged to me that such partnership
executed the same.
WITNESS my hand and official seal.
(SEAL)
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~
DEe 04
'89 11: 24 GREEl'LEFlF DEVELOPI'ENTTLE YNSURANCE COMPANY
323 'OURT STREET (P. O. BOX 682-'
AN BERNARDINO, CA 92412
(714) 889-0311
P.i::
.
~~~~
SCHEDULE A
POLICY NO. 915282 GRC -
AMOUNT OF INSURANCE: $2,021,720.00
PREMIUM $1.294.08
DATE or POLICY: ,FEBRUARY 15, 1989 AT 3:&0 P.M.
. 1. NAME OF INSURED:
THE GREEtlLEAF/NEELY INVESTORS
2. THE ESTATE OR INTEREST IN THE LAND WHICH IS COVERED BY
THIS POLICY ,IS:
A.FEE
3. TITLE TO THE ESTATE OR INTEREST IN THE LAND IS VESTED IN:
TIE GREENLEAF/NEELY ,INVESTORS, A CALIFORNIA GENERAL PARTNERSHIP
~. THE LAND RE~ERRED TO IN THIS POLICY IS DESCRIBED AS FOLLOWS:
~ARCIL NOS. 1 THROUGH &, INCLUSIVE OF PARCEL MAP NO. !~02. IN THE
CITY SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF
CALIPORNIA, AS PER PLAT RECORDED IN, BOOK 64 OF PARCEL MAPS. PAGES
30 THROUGH 32 INCLUSIVE, RECORDS OF SAID COUNTY.
EXCEPTING AND RESERVING UNTO GRANTOR. ITS SUCCESSORS AND ASSIGNS,
FOREVER, TOGETHER WITH THE RIGHT TO GRANT AND TRANSFER ALL OR A
PORTION or THE SAME, AS FOLLOWS~
ANY AND ALL MINERALS AND MINERAL RIGHTS, OIL AND OIL RIGHTS,
NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME
KNOWN, O~ EVERY KIND AND CHARACTER NOW ~NOWN TO EXIST OR
HEREArrER DISCOV&RED, TOGETHER WITH ALL PRODUCTS DERIVED FROM ANY
OF THE fORIGOING, THAT MAY BE WITHIN OR UNDER THE PROPERTY,
TOGETHER W~TB THE SOLE, EXCLUSIVE AND PERPETUAL RIGHT or
DRILLING, MINING, EXPLORING AND OPERATINC THEREFOR AND STORING IN
PAGE 1
.
.
~
EXHIBIT "A"
Legal Description of the Property
[To Be Inserted: Description of the Site]
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