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Redevelopment Agency · City of San Bernardino
300 Nonh "0" Slleet, Founh Floor . Sill BemIrdino, c.lifc:mia 92418
(714) 384-5081 FAX (714) 888-9413
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\:?ess
MARCH 15, 1990
H.A.B. DEVELOPMENT CORPORATION LOAN REQUEST
Synopsis of Previous Commission/Council/Committee Action:
03-12-90 The Redevelopment Committee recommended approval of the deal points
as modified.
Recommended Motion:
(COMMUNITY DEVELOPMENT COMMISSION)
That the Executive Director be authorized to execute the attached Owner
Participation Agreement and such documents as are required for its
implementation together with non-substantive changes as approved by
Agency Counsel.
Respectfully Submitted,
Director
Supporting data attached: YES
Ward: 6th
FUNDING REQUIREMENTS: $1,500,000
Project: NW & SC
Commission Notes:
Agenda of:
Item No.
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S T A F F R f P 0 R T
The attached agreement will provide a $1,500,000 loan for roadway and bridge
construction which will improve circulation in both the State College Business
Park and the Northwest Industrial Park and which will provide access for the
development of 44 acres of industrial land with extensive freeway frontage.
The loan would bear interest at 9% and be all due and payable 5 years from the
completion of the improvements.
BACKGROUND
H.A.B. Development owns a 44 acre site located south of Interstate 215,
between the Cable Creek and Devils Canyon flood control channels (see attached
map). H.A.B. would like to develop the site, but will need access across two
flood control channels which requires the construction of two bridges, a
roadway and utilities for the parcel.
They have the necessary rights of way from the County Flood control and have
engineered the road, bridge and utilities to a point where they appear to have
a reliable cost estimate in the amount of $1.5 million.
The attached estimate of value indicates the site would have a value of
$3,000,000 after the access and utilities have been provided. These is an
existing first deed of trust in the amount of $630,800. The combined amount
of the existing deed of trust and the loan would be $2.130,800 which results
in a satisfactory loan to value ratio of 71%.
The City and business in the local area would benefit by the construction of a
road across the property connecting Industry Parkway on the north to Hallmark
Parkway on the south. The joining of these two roads would provide better
access for users in the State college and Northwest industrial parks and also
improve emergency services access to the properties on the north.
DEAL POINTS
The deal points, as modified by the Redevelopment Committee, are as follows: _
1. H.A.B. to build two bridges and roadway connecting industrial Parkway and
Hallmark Parkway including curbs, gutters, landscaping and underground
utilities all built to City specifications and on alignment approved by
the City Engineer. Bidding and selection process are subject to Agency
approval.
2. Bridges. roadway and necessary right-of-way to be granted to City
following completion.
RJT:EJ:sm:2661H
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3. Agency to make H.A.B. a loan of $1.5 million at 9% interest. with
quarterly interest only payments for 5 years from the issuance of the
Certificate of Completion at which time principal and interest shall be
all due and payable.
4. Loan to be disbursed by draw in 1/3 increments upon recommendation by the
Executive Director that 1/3 of the project has been completed and
approval of the disbursement by the Commission. Ten percent of each
disbursement to be withheld and paid at the end of the project when all
indebtedness has been paid. or if with the final disbursement it will be
paid. and when the Certificate of Completion has been issued. Agency can
pay retained proceeds directly to creditors.
5. Loan secured by Deed of Trust in second position which can be partially
released upon payment of 150% proportionate payments ($51.000 per acre).
with a minimum release of five (5) acres.
6. Covenants. Conditions and Restrictions (CC&R's) must be recorded which.
among other things, require grantees of all or a portion of the subject
property to enter into a Development Agreement with the Agency. Failure
to do so gives the Agency the right to set the granting deeds aside. The
Development Agreement will be approved in escrow.
BENEFITS
Based upon standard assumptions the Agency can expect the following to take
place on the forty-four acres:
Industrial Buildings
Completed Value
Tax Increment (.6%)
575.000 SF
$11 ,900. 000
$78,540/yr
$69.000/yr
$476,000
Utility Tax
Development Fees
New Jobs
500 jobs
These are in addition to the health and safety benefits of creating a proper
vehicular circulation system for the State College Business Park and the
Northwest Industrial Park.
RECOMMENDA nON
It is the recommendation of the staff that the Commission authorize execution
of the attached agreement which conforms to the deal points recommended by the
Redevelopment Committee.
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PRELIMINARY ESTIMATE OF VALUE
February 21, 1990
HAB DEVELOPMENT PARCEL
The site shown on the attached Map is comprised of 41.5 acres (1.807.740 SF)
located south of Interstate 215 between the Cable Creek flood control channel
and the Devils Canyon diversion channel. It is a generally level parcel but
has no vehicular access and is not served by existing utilities. The General
Plan specifies a land use designation of Heavy Industrial and there are no
special planning restrictions on the site so far as we are aware. The
property fe~tures excellent Visibility on 1-215 in both directions.
CURRENT OWNER
The property was purchased by the H.A.B. DevelDP1118nt Corp:. on June 4, 1987 for
$789,000 ($0.44/SF) with a 20' down payment and a note with undisclosed terms
..cured by a 1st Trust Deed (see the attached Camps summary). The trust deed
is in the amount of $630.800.
COMPARABLE SALES AND PARCELS
1. A 6 acre parcel (Marked as "A" on the map) lies immediately south of the
subject property and was sold in August, 1989, for $1.38/SF (see the attached
Camps summary). An assessment district has been formed and is currently
constructing road and utility improvements at an additional cost of $0. 16/SF.
The indicated acqUisition cost is therefore $1.54/SF for land that is similar
in nature and zoning to the subject parcel except that it has no access
problems.
2. Two parcels iamediately easterly of the SUbject (marked as "B" and "C")
are inside the State College Business Park and have been listed for two years
at a sales price of $2.00/SF but remain unsold. Partly because these parcels
are limited in depth, and partly because they are at the end of what is
effectively a very long cul-de-sac, they are priced well under the balance of
the parcels in the park which start at $2.75/SF. The land use designation at
this end of the Business Park is Light Industrial.
INDICATED VALUE
Based upon these indicators and a general knOWledge of other sales in the area
it appears that a range of $1.75 (gross) to $2.00 (net) per SF would be
appropriate to the site after adeQuate access and utilities have been
Drovided. At $1.75 for the 41.5 acres, the indicated value would be
$3,163,545 or, say:
$3,000,000
THREE MILLION DOLLARS
'- 8BC-1626-09-87
(CaMPS) I: San Bernardino
, .....oooc.) "-F/O
COM" INCORPORATED 8605 So.ltuo, Rd., 'hh Flaar s.n Diego, CA 92121
r~'~MM;;'~;~L LAND
BUYER:
a.A.B and Dey. Co.
c/o a.nry A. Bickl.r
P.O. Box 2007
Irvindal.i CA 11706
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(619)328-3941
(714)886-0669
SELLER:
San Bernardino
c/o Sanford B.
70911 'a.ar18k
Rancho lIirag.,
A8.oc., G.P.
8chu1hof.r
Ln.
CA 12270
Clo.ng dat.: Jun. 4, 1987
Docu..nt . I 188285
Sal. pric. I $789,000(c)
Down paymnt: $158,200/20'
Acr.. GR: 41.50 HT: H/Ay
$/acr. GR: $19,012 HT: H/Ay
Sq ft GR: 1,807,740 HT: H/Av
$I.qft GR: $.44 HT: H/Av
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OWNER PARTICIPATION AGREEMENT
3
THIS AGREEMENT IS ENTERED INTO THIS
day of
,
4 1990, by and among the REDEVELOPMENT AGENCY OF THE CITY OF SAN
5 BERNARDINO (the "Agency"), and H.A.B. DEVELOPMENT CORPORATION
6 (the "Participant"). Agency and Participant hereby agree as
7 follows:
8
9
1.
[100] SUBJECT OF AGREEMENT
A.
[101 ]
Purpose of Agreement
10 The purpose of this Agreement is to effectuate
11 the Redevelopment Plan for the Northwest Redevelopment Project
12 (the "Project") by providing for the development of the Site,
13 which is situated within the Northwest Redevelopment Project Area
14 (the" proj ect Area") of the Proj ect. This Agreement is entered
15 into for the purpose of developing the Site and not for
16
speculation in land hOlding.
The completion of the development
17 of the Site pursuant to this Agreement is in the vital and best
18 interest of the City of San Bernardino, California (the "City")
19 and the health, safety and welfare of its residents, and in
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20 accord with the public purposes and provisions of appl~cable
21 state and local laws and requirements under which the Project has
22 been undertaken.
23
It is contemplated that, so long as the
24 development provided for in this Agreement is first accomplished
25 in conformity with the terms herein set forth, participant may
26 subdivide, convey and devote to other redevelopment activities
27 consistent with the Redevelopment Plan the remaining property on
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2 the site.
3 B. [102] The Redevelopment Plan
4 The Redevelopment Plan was approved and adopted on
5 July 6, 1982 by Ordinance No. MC-189 of the Common Council of the
6 City of San Bernardino; said ordinance and the Redevelopment Plan
7 as so approved (the "Redevelopment Plan") are incorporated herein
8 by reference.
9 C. [103] The Site
10 The Site is that certain real property designated
11 on the Site Map (Attachment NO.1) and described in the "Legal
12 Description of the Site", which is attached hereto as Attachment
13 No. 2 and is incorporated herein by this reference.
14 The Site is that certain real property, title to
15 which is held by the Participant.
16 D. [104] Parties to the Agreement
17 1. [105] The Agency
18 The Agency is a public body, corporate and
19 politic, exercising governmental functions and powers and
20 organized and existing under Chapter 2 of the Community
21 Redevelopment Law of the State of California (Health and Safety
22 Code Section 33020 et seg.). The principal office of the Agency
23 is located at 300 North "D" Street, San Bernardino, California
24 92418.
25 "Agency", as used in this Agreement, includes the
26 Redevelopment Agency of the City of San Bernardino, and any
27 assignee of or successor to its rights, powers and
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2 responsibilities.
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2.
[106]
The Participant
The Participant is H.A.B. Development
Corporation,
6
a California Corporation.
The principal office and mailing
7 address of the Participant for purposes of this Agreement is
8 10700 Jersey Blvd., Suite 450, P.O. Box 3~8, Rancho Cucamonga, CA
9 91730.
10 The Participant qualifies as an owner participant
11 pursuant to the Redevelopment Plan and rules promulgated
12 pursuant thereto pertaining to owner participation.
13
3.
[107]
Prohibition Against Change in
Ownership, Management and Control of
the Participant
14
15 The qualifications and identify of the
16 Participant are of particular concern to the City and the
17 Agency. It is because of those qualifications and identity that
18 the Agency has entered into this Agreement with the Participant.
19 No voluntary or invOluntary Successor in interest of the
20 Participant shall acquire any rights or powers under:this
21 Agreement except as expressly set forth herein.
22 The Participant shall not assign all or any part
23 of this Agreement or any rights hereunder without the prior
24 written approval of the Agency, which approval the Agency may
25 grant, withhold or deny at its discretion. In the event of such
26 transfer or assignment: (1) the assignee shall expressly assume
27 the obligations of the Participant pursuant to this Agreement in
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2 writing satisfactory to the Agency; (2) the original Participant
3 shall remain fully responsible for the performance and liable for
4 the obligations of the Participant pursuant to this Agreement;
5 and (3) any guarantees provided to assure the performance of the
6 Participant's obligations under this Agreement shall remain in
7 full force and effect.
8 In the absence of specifip written agreement by
9 the Agency, no such transfer, assignment or approval by the
10 Agency, shall be deemed to relieve the Participant or any other
11 party from any obligation under this Agreement.
12 All of the terms, covenants and conditions of
13 this Agreement shall be binding upon and shall inure to the
14 benefit of the Participant and the permitted successors and
15 assigns of the Participant. Whenever the term "Participant" is
16 used herein, such term shall include any other permitted
17 successors and assigns as herein provided.
18 The restrictions of this Section 107 shall
19 terminate and be of no further force and effect upon the issuance
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20 by the Agency of a Certificate of Completion in the form attached
21 hereto as Attachment No. 5 as provided in Section 324 upon
22 completion of the Participant Improvements described in Section
23 302 of this Agreement and Attachment No.4.
24
25
II.
[200] CONDITION OF THE SITE
A.
[201]
Vesting of Title to the Site
26 As of the date of this Agreement Title to the Site is
27 vested in Participant.
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2 B. [202] Condition of the Site
3 Participant assumes all risk and responsibility for
4 any demolition and clearance of the Site as necessary for the
5 provision of Participant Improvements. Participant assumes all
6 risk and responsibility as to the suitability of the Site for
7 the proposed development. Agency makes no representations or
8 warranties concerning the Site, its s~itability for the use
9 intended by the Participant, or the surface or subsurface
10 conditions of the Site. If the soil or other surface or
11 subsurface conditions of the Site are not in all respects
12 entirely suitable for the use or uses to which the Site will be
13 put as of the date of this Agreement, Participant shall not be
14 excused from further performance under this Agreement and it
15 shall be the responsibility and obligation of Participant and
16 not Agency to take such action as may be necessary to place the
17 Site in a condition entirely suitable for the commencement,
18 development, and completion of the Participant Improvements.
19 III. [300] DEVELOPMENT
20 A. [301] Development by Participant
21 Participant and Agency agree that the central purpose
22 of this Agreement is to provide for the development of the Site
23 in a manner consistent with the Redevelopment Plan. Participant
24 shall develop on the Site two bridges and roads connecting
25 Industrial Parkway and Hallmark Parkway, including curbs, gutters
26 and landscaping buil t to specifications of the City of San
27 Bernardino.
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1.
[302]
Scope of Development
3 The Site shall be developed by Participant as
4 provided in the "Scope of Development", which is attached hereto
5 as Attachment No. 4 and is incorporated herein.
6 The development shall include any plans and
7 specifications submitted to Agency for approval, and shall
8 incorporate or show compliance with 81~ applicable mitigation
9 measures and entitlements.
10
2.
[303]
Design Concept Drawings
11 By the respective times set forth therefor in the
12 Schedule of Performance (Attachment No.3), Participant shall
13 prepare and submit to the City of San Bernardino ("The City") for
14 the approval of the City Engineer Design Concept Drawings and
15 related documents containing the overall plan for development of
16
the Site.
The Site shall be developed as established in this
17 Agreement and such documents, except as changes may be mutually
18 agreed upon between Participant and Agency. Any such changes
19 shall be within the limitations of the Scope of Development
20 (Attachment No.4).
21
3.
[304]
Construction Drawings and Related
Documents
By the time set forth therefor in the Schedule of
Performance (Attachment No.3), Participant shall prepare and
submit to the City, construction drawings, landscape plan, and
related documents for development of the Property for
engineering and architectural review and written approval.
The bridge and roadway plans shall be prepared by
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a registered civil engineer who may be the same firm as
Participant's civil engineer.
The landscaping and finish grading plans shall be
prepared by a professional landscape architect who may be the
same firm as Participant's landscape architect.
During the preparation of all drawings and plans,
staff of Agency and Participant shall hold regular progress
meetings to coordinate the preparation 6f, submission to, and
review of drawings, plans and related documents. The staff of
Agency and Participant shall communicate and consult informally
as frequently as is necessary to insure that the formal submittal
of any documents to Agency can receive prompt and complete
consideration.
4.
[305]
Cost of Construction
The cost of developing the Property and
constructing all Participant Improvements thereon shall be borne
by Participant subject to the Agency loan provided for in Section
315.
5.
[306]
Construction Schedule
Participant shall promptly begin and thereafter
diligently prosecute to completion the construction of the
Participant Improvements and the development of the Property.
Participant shall begin and complete all construction and
development of the Participant Improvements within the times
specified in the..Schedule of Performance (Attachment No.3).
Participant shall strictly conform to all time requirements and
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limitations set forth in this Agreement.
The bidding and
3 selection process of a contractor for the project shall be
4 subject to prior approval of Agency.
5
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6.
[307]
Bodily Injury and Property Damage
Insurance
7
Participant shall defend, assume all
8
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responsibility for and hold the Agency, the City, and their
respective officers, agents and employ,es, harmless from, all
claims or suits for, and damages to, property and injuries to
11
persons, including accidental death (including attorneys fees and
costs), which may be caused by any of 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 Participant and whether such
damage shall accrue or be discovered before or after termination
of this Agreement.
Participant shall take out and maintain a
comprehensive liability and property damage pOlicy in the amount
of One Million Dollars (Sl,OOO,OOO) combined single limit pOlicy,
including contractual public liability, as shall protect
20
Participant, City and Agency from claims for such damages- until
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two (2) years after the issuance of a Certificate of Completion
for all of the Participant Improvements.
Participant shall furnish a certificate of
insurance countersigned by an authorized agent of the insurance
carrier on a form of the insurance carrier setting forth the
general provisions of the insurance coverage. This countersigned
certificate shall name the City and Agency and their respective
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2 officers, agents, and employees as additional insureds under the
3 pOlicy. The certificate by the insurance carrier shall contain a
4 statement of obligation on the part of the carrier to notify City
5 and the Agency of any material change, cancellation or
6 termination of the coverage at least thirty (30) days in advance
7 of the effective date of any such material change, cancellation
8 or termination. Coverage provided hereunder by Participant shall
9 be primary insurance and not contributing with any insurance
10 maintained by Agency or City, and the policy shall contain such
11
an endorsement.
The insurance pOlicy or the certificate of
12 insurance shall contain a waiver of subrogation for the benefit
13 of the City and Agency.
14 Participant shall also furnish or cause to be
15 furnished to Agency evidence satisfactory to Agency that any
16 contractor with whom it has contracted for the performance of
17 work on the Site or otherwise pursuant to this Agreement carries
18 workers' compensation insurance as required by law.
7.
[308]
City and Other Governmental Agency
Permits
Before commencement of the Participant
Improvements or other construction or development of any
buildings, structures or other works of improvement upon the
Site, 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.
DAB/ses/HAB.agr
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2 8. [309] Rights of Access
3 For the purpose of assuring compliance with this
4 Agreement, representatives of Agency and the City shall have the
5 right of access to the Site, without charges or fees, at normal
6 construction hours during the period of construction for the
7 purposes of this Agreement, including, but not limited to, the
8 inspection of the work being performed in constructing the
9 improvements, so long as they comply with all safety rules. Such
10 representatives of Agency or of the City shall be those who are
11 so identified in writing by the Executive Director of Agency.
12 Agency shall hold the Participant harmless from any bodily injury
13 or related damages arising out of the activities of Agency and
14 the City as referred to in this Section 309 and resulting from
15 the gross negligence or willful misconduct of the City or Agency.
16 This Section 309 shall not be deemed to diminish or limit any
17 rights which the City or Agency may have by operation of law
18 irrespective of this Agreement.
19 9. [310] Local, State and Federal Laws
20 Participant shall carry out the construction of
21 the Participant Improvements and all related activities on the
22 Site in conformity with all applicable laws, including all
23 applicable federal and state labor standards; provided, however,
24 participant and its contractors, successors, assigns,
25 transferees, and lessees are not waiving their rights to contest
26 any such laws, rules or standards. Participant and its
27 contractors and sub-contractors shall pay prevailing wages to all
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2 employees on the project.
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10. [311]
Antidiscrimination During Construction
Participant, for itself and Successors and
5 assigns, agrees that in the construction of the improvements
6 provided for in this Agreement, Participant shall not
7 discriminate against any employee or applicant for employment
8 because of race, color, creed, religipn, age, sex, marital
9 status, handicap, national origin or ancestry.
10
B.
[312]
Taxes, Assessments, Encumbrances and Liens
11 Prior to issuance of a Certificate of Completion with
12 respect to all of the Participant Improvements pursuant to this
13 Agreement, Participant shall not place or allow to be placed on
14 the Site or any part thereof any mortgage, trust deed,
15 encumbrance or lien other than as expressly allowed by this
16 Agreement. Participant shall remove or have removed any levy or
17 attachment made on any of the Site or any part thereof, or
18 assure the satisfaction thereof within a reasonable time but in
19 any event prior to a sale thereunder.
20
C.
[313]
Prohibition Against Transfer of the~ite,
the BUildings or Structures Thereon and
ASSignment of Agreement
21
22 Prior to the issuance by the Agency of a Certificate
23 of Completion as to any building or structure, Participant shall
24 not, except as permitted by this Agreement, without the prior
25 written approval of Agency, make any total or partial sale,
26 transfer, conveyance, assignment or lease of whole or any part of
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the Site or of the buildings or structures on the Site.
This
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2 prohibition shall not be deemed to prevent a transfer expressly
3 permitted pursuant to Section 107 of this Agreement, or the
4 granting of temporary or permanent easements or permits to
5 facilitate the development of the Site.
6
7
D.
[314]
Loan Agreement: Deed of Trust
1.
[315]
Loan Agreement
8 Agency and Participant $hall enter into a Loan
\
9 Agreement in the form of Attachment No. 6 by which Agency shall
10 loan Participant an amount not to exceed $1.5 Million for the
11 construction of Participant Improvements. Said loan shall be at
12 an interest rate of 9% with interest only payments quarterly for
13 five years from the completion of improvements as evidenced by
14 the issuance of the Certificate of Completion as provided in
15 Section 324. Participant shall be entitled to draw on the loan
16 proceeds in 1/3 increments upon recommendation by the Executive
17 Director that 1/3 of the project has been completed and approval
18
by the Community Development Commission.
From each 1/3
19 disbursement Agency shall withhold 10% which amount shall only be
20 disbursed to Participant upon evidence of the payment or
21 satisfaction of all indebtedness relating to the project,
22 including payrolls and bills for materials and equipment (or that
23 with the remaining funds such payment or satisfaction will be
24 achieved), that might subject the Site or Agency to liability.
25 At the option of the Agency it may pay the retained proceeds
26 directly to the holders of any such indebtedness with such
27 payments becoming part of the loaned proceeds.
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2.
[316]
Deed of Trust
3
To secure said loan, Participant shall execute a
4
Deed of Trust in the form of Attachment No.7.
Said Deed of
5 Trust shall provide for partial releases of the affected Site
6 based on 150% proportionate payments.
7
E.
[317]
Mortgage, Deed of Trust, Sale and Lease-Back
Financing; Rights of Holders
8
9
1.
[318]
No Encumbrances 'Except Mortgages, Deeds
of Trust, or Sale and Lease-Back for
Development
Except as otherwise provided in this Agreement,
10
11
12
13
14
mortgages, deeds of trust and sales and leases-back are to be
permitted before completion of the construction of the
15
Participant Improvements, but only for the purpose of securing
loans of funds to be used for financing the construction of the
Participant Improvements or other improvements on the Site, and
any other purposes necessary and appropriate in connection with
development under this Agreement, and only if the instruments
effecting such mortgages, deeds of trust and sales and leases-
back contain the provisions of Sections 321 and 322 of:this
Agreement.
Participant shall notify Agency in advance of any
mortgage, deed of trust or sale and lease-back financing. The
words "mortgage" and "trust deed" as used hereinafter shall
include sale and lease-back.
Participant shall not enter into
any such conveyance for financing without the prior written
approval of Agency., which approval Agency agrees to give if any
such conveyance for financing is given to a bank, savings and
loan association, or other similar lending institution and such
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2 lender shall be deemed approved unless rejected in writing by the
3 Agency within fifteen (15) days after written notice thereof is
4 received by the Agency. The form of approval by Agency shall be
5 in writing which references this Section 318, executed by the
6 Executive Director of the Agency.
7
8
9
2.
[319]
Holder Not Obligated to Construct
Improvements
The holder of any mortgage or deed of trust
authorized by this Agreement shall not be obligated by the
10
11
12
13
14
15
16
provisions of this Agreement to construct or complete the
Participant Improvements or to guarantee such construction or
completion.
Nothing in this Agreement shall be deemed to
construe, permit or authorize any such hOlder to devote the Site
to any uses or to construct any improvements thereon, other than
those uses or Participant Improvements provided for or authorized
by this Agreement.
3.
[320]
Notice of Default to Mortgagee or Deed
or Trust HOlders; Right to Cure
19 With respect to any mortgage or deed of trust
20 granted by Participant as provided herein, whenever Agency-shall
21 deliver any notice or demand to Participant with respect to any
22 breach or default by Participant in completion of construction of
23 the Participant Improvements, Agency shall at the same time
24 deliver to each holder of record of any mortgage or deed of trust
25 authorized by this Agreement a copy of such notice or demand.
26 Each such holder shall (insofar as the rights of Agency are
27 concerned) have the right, at its Option, within thirty (30) days
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2 after the receipt of the notice, to cure or remedy or commence to
3 cure or remedy any such default and to add the cost thereof to
4
the mortgage debt and the lien of its mortgage.
Nothing
5 contained in this Agreement shall be deemed to permit or
6 authorize such holder to undertake or continue the construction
7 or completion of the Participant Improvements (beyond the extent
8 necessary to conserve or protect the Par~icipant Improvements or
9 construction already made) without first having expressly assumed
10 the Participant's obligations to Agency by written agreement
11 satisfactory to Agency. The hOlder, in that event, must agree to
12 complete, in the manner provided in this Agreement, the
13 Participant Improvements to which the lien or title of such
14 holder relates, and submit evidence satisfactory to Agency that
15 it has the qualifications and financial responsibility necessary
16 to perform such obligations. Any such holder prOperly completing
17 such Participant Improvements shall be entitled, upon compliance
18 with the requirements of Section 324 of this Agreement, to a
19 Certificate of Completion (as therein defined).
4.
[321]
Failure of Holder to Compiete
Improvements
In any case where, thirty (30) days after default
by the Participant in completion of construction of Participant
Improvements under this Agreement, the hOlder of any mortgage or
deed of trust creating a lien or encumbrance upon the Site or
any part thereof has not exercised the option to construct, or if
it has exercised the option and has not proceeded diligently with
construction, Agency may purchase the mortgage or deed of trust
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2 by payment to the holder of the amount of the unpaid mortgage or
3 deed of trust debt, including principal and interest and all
4 other sums secured by the mortgage or deed of trust. If the
5 ownership of the Site or any part thereof has vested in the
6 holder, Agency, if it so desires, shall be entitled to a
7 conveyance from the holder to Agency upon payment to the hOlder
8 of an amount equal to the sum of the fOllowing:
9 a. The unpaid mortgage or deed of trust debt at the time
10 title became vested in the hOlder (less all
11 appropriate credits, including those resulting from
12 collection and application of rentals and other income
13 received during foreclosure proceedings);
14 b. All expenses with respect to foreclosure;
15 c. The net expense, if any (exclusive of general
16 overhead), incurred by the holder as a direct result
17 of the subsequent management of the Site or part
18 thereof;
19 d. The costs of any Participant Improvements made by. such
20 holder; and
21 e. An amount equivalent to the interest that would have
22 accrued on the aggregate of such amounts had all such
23 amounts become part of the mortgage or deed of trust
24 debt and such debt had continued in existence to the
25 date of payment by Agency; less
26 f. Any income derived by the lender from operations
27 conducted on the Site (the receipt of principal and
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2 interest payments in the ordinary course of business
3 shall not constitute income for the purposes of this
4 subsection (f)).
5 The foregoing portion of this Section 321 shall
6 be in addition to and shall not limit rights or remedies
7 available to Agency by virtue of its ownership of the Site.
8
9
10
5.
[322]
Right of the Agency to Cure Mortgage or
Deed of Trust Default
In the event of a mortgage or deed of trust
11
default or breach by Participant prior to the completion of any
part thereof and the holder of any mortgage or deed of trust has
12
13
14
not exercised its option to construct, Agency may cure the
default.
In such event, Agency shall be entitled to
15
reimbursement from Participant of all proper costs and expenses
16
incurred by Agency in curing such default, and such costs and
expenses shall be included as part of the loan proceeds under
Section 315.
F.
[323]
Right of Agency to Satisfy Other Liens on
the Site
20 Prior to the completion of construction or the
21 Participant Improvements, and after Participant has had written
22 notice and has failed after a reasonable time, but in any event
23 not less than fifteen (15) days, to challenge, cure, adequately
24 bond against, or satisfy any liens or encumbrances on the Site
25 which are not otherwise permitted under this Agreement, Agency
26 shall have the right but no obligation to satisfy any such liens
27 or encumbrances and to include the cost thereof as part of the
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2 loan proceeds under Section 315.
3 G. [324] Certificate of Completion
4 Promptly after completion of all Participant
5 Improvements in conformity with this Agreement, Agency shall
6 furnish Participant with a Certificate of Completion (Attachment
7 No.5) upon written request therefor by Participant. Agency
8 shall not unreasonably withhold any such Certificate of
9 Completion. The Executive Director may execute such Certificate
10 of Completion on behalf of Agency. Such Certificate of
11 Completion shall be a conclusive determination of satisfactory
12 completion of the construction required by this Agreement upon
13 the Site and the Certificate of Completion shall so state.
14 Agency may also furnish Participant with a Certificate of
15 Completion for portions of the improvements upon the Site as they
16 are properly completed and ready to use if Participant is not in
17 default under this Agreement. After recordation of such
18 Certificate of Completion, any party then owning or thereafter
19 purchasing, leasing or otherwise acquiring any interest in the
20 Site or the Participant Improvements shall not (because of such
21 ownership, purchase, lease or acquisition), incur any obligation
22 or liability under this Agreement except that such party shall be
23 bound by any covenants contained in the documents establishing
24 covenants on the Site in accordance with the provisions of
25 Section 401 of this Agreement which shall be applicable according
26 to its terms.
27 If the Agency refuses or fails to furnish a
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3 the City of San Bernardino.
2 Engineer. Such grant shall be on a form in a manner approved by
4
G.
[325]
Conditions, Covenants and Restrictions
5 Prior to the issuance of the Certificate of Completion
6 Participant shall prepare, and fOllowing approval by Agency shall
7 record conditions, covenants and restrictions affecting the Site
8 which shall, among other things, conta~n the nondiscrimination
9 provisions of Section 401, and shall require every grantee,
10 vendee under contract of sale, or lessee of all or any
11 undeveloped portion of the Site to enter into a Development
12
Agreement with the Redevelopment Agency.
The execution of such
13 Agreement shall be a condition precedent to any such deed,
14 contract of sale or lease. Any such deed, contract of sale, or
15 lease given without such Development Agreement may be set aside
16 by the recordation of a Certificate of such failure by the
17 Redevelopment Agency.
18
III. [400]
USE OF THE SITE
19
A.
[401]
Uses
20
-
Participant covenants and agrees for itself: its
21 successors, its assigns, and every successor in interest to the
22 Site or any part thereof, that during construction and
23 thereafter, Participant and such successors and such assignees,
24 shall devote the Site to the uses specified in the Redevelopment
25 Plan as may be amended from time to time for the periods of time
26
specified therein.
The Participant further covenants and
27 warrants that Participant shall develop improvements on the Site
28
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2 in accordance with the Scope of Development (Attachment NO.4).
3 Participant covenants to develop and operate the Site (or cause
4 it to be operated) in conformity with all applicable laws. The
5 foregoing covenants shall run with the land.
6 Participant covenants by and for itself and any
7 successors in interest that there shall be no discrimination
8 against or segregation of any person or group of persons on
9 account of race, color, creed, religion, sex, marital status,
10 age, handicap, national origin or ancestry in the sale, lease,
11 sublease, transfer, use, occupancy, tenure or enjoyment of the
12 Site, nor shall Participant itself or any person claiming under
13 or through it establish or permit any such practice or practices
14 of discrimination or segregation with reference to the selection,
15 location, number, use or occupancy of tenants, lessees,
16 subtenants, sublessees or vendees of the Site. The foregoing
17 covenants shall run with the land.
18 Participant shall refrain from restricting the rental,
19 sale or lease of the Site on the basis of race, color, c~eed,
20 religion, sex, marital status, handicap, national origin or
21 ancestry of any person. All such deeds, leases or contracts
22 shall contain or be subject to substantially the fOllowing
23 nondiscrimination or non-segregation clauses:
24 1. In deeds: "The grantee herein covenants by and for
25 himself or herself, his or her heirs, executors,
26 administrators and assigns, and all persons claiming
27 under or through them, that there shall be no
28
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2.
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 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."
In leases: "The lessee herein covenants by and for
himself or herself, his or her heirs, executors,
administrators and assigns, and all persons claiming
under or through him or her, and this lease is made
and accepted upon and subject to 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
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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, sub1essees, subtenants or vendees in
the premises herein leased."
3. In contracts: "There shall be no discrimination
against or segregation of, ariy 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." __
B. [402] Maintenance of the Site
Participant shall maintain the Participant
Improvements and all other improvements on the Site and shall
keep the Property free from any accumulation of debris or waste
materials.
Participant further agrees to maintain the Site in a
neat and attractive manner until construction of the improvements
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2 described in this Agreement is complete so as not to, in the
3 reasonable determination of an appropriate officer of the City,
4 be a public nuisance, or be detrimental to the health, safety and
5 welfare, or impair value of property within one thousand (1,000)
6 feet of the Site, and agrees that in the event Participant fails
7 to do so, Agency may enter upon the Site for the purposes of
8 performing necessary and desirable maint~nance, that Participant
,
9 will be responsible for the cost of any such maintenance
10 undertaken by Agency, which shall be paid within thirty (30) days
11 after receipt by Participant of written demand therefor.
12 Participant agrees to prepare and record Covenants, Conditions
13 and Restrictions approved by Agency, consistent with this Section
14 402 including the maintenance responsibilities outlined in this
15 Agreement which may not be amended nor revoked without the
16 approval of Agency.
17 Participant shall also maintain the landscaping
18 required to be planted under the Scope of Development (Attachment
19
NO.4) in a healthy condition.
If, at any time, Participant
20 fails to maintain said landscaping, and said condition i~ not
21 corrected after expiration of thirty (30) days from date of
22 written notice from Agency, Agency may perform the necessary
23 landscape maintenance and Participant shall pay such costs as are
24 reasonably incurred for such maintenance.
25 Issuance of a Certificate of Completion by Agency
26 shall not affect Participant's obligations under this Section.
27
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2
C.
[403]
Rights of Access
3 Agency, for itself and for the City and other public
4 agencies, at their sole risk and expense, reserves the right to
5 enter the Site or any part thereof at all reasonable times for
6 the purpose of construction, reconstruction, maintenance, repair
7 or service of any public improvements or public facilities
8 located on the Site. Any such entry sh~ll be made only after
9 reasonable notice to Participant, and Agency shall indemnify and
10 hold Participant harmless from any costs, claims, damages or
11 liabilities pertaining to any entry. This Section 403 shall not
12 be deemed to diminish or limit any rights which the City or
13 Agency may have by operation of law irrespective of this
14 Agreement.
15
16
D.
[404]
Effect of Violation of the Terms and
PrOVisions of this Agreement After
Completion of Construction
17 The covenants established in this Agreement and the
18 deeds shall, without regard to technical classification and
19 designation, be binding for the benefit and in favor of Agency,
20 its successors and assigns, as to those covenants which are for
21 its benefit. The covenants contained in this Agreement shall
22 remain in effect until the termination date of the Redevelopment
23
Plan.
The covenants against racial discrimination shall remain
24 in perpetuity.
25 Agency is deemed the beneficiary of the terms and
26 provisions of this Agreement and of the covenants running with
27 the land, for and in its own rights and for the purposes of
28
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2 protecting the interests of the community and other parties,
3 public or private, in whose favor and for whose benefit this
4 Agreement and the covenants running with the land have been
5 provided. The Agreement and the covenants shall run in favor of
6 Agency, without regard to whether Agency has been, remains or is
7 an owner of any land or interest therein in the Site or in the
8 Project Area. Agency shall have the right, if the Agreement or
9 covenants are breached, to exercise all rights and remedies, and
10 to maintain any actions or suits at law or in equity or other
11 proper proceedings to enforce the curing of such breaches to
12 which it or any other beneficiaries of this Agreement and
13 covenants may be entitled.
14
V.
[500]
GENERAL PROVISIONS
15
16
A.
[501]
Notices, Demands and Communications Between
the Parties
17
Written notices, demands and communications between
18
19
Agency and Participant shall be sufficiently given if delivered
by hand (and a receipt therefor is obtained or is refused to be
-
given) or dispatched by registered or certified mail, postage
20
prepaid, return receipt requested, to the principal offices of
21
22
23
24
25
26
27
28
Agency and Participant.
Such written notices, demands and
communications may be sent in the same manner to such other
addresses as such party may from time to time designate by mail
as provided in this Section 501.
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
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22
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24
25
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2 if delivered by registered or certified mail.
3
B.
[502]
Conflicts of Interest; Nonliability
4
No member, official or employee of Agency shall have
5 any personal interest, direct or indirect, in this Agreement. No
6 member, official or employee shall participate in any decision
7 relating to the Agreement which affects his personal interests or
8 the interests of any corporation, partne~ship or association in
9
which he is directly or indirectly interested.
No member,
10 official or employee of Agency shall be perSonally liable to
11 Participant, or any successor in interest, in the event of any
12 default or breach by Agency or Participant, or for any amount
13 which may become due to Participant or its successor or on any
14 obligations under the terms of this Agreement.
15 Participant represents and warrants that it has not
16 paid or given, and shall not payor give, any third party any
17 money or other consideration for obtaining this Agreement.
18
19
20
C.
[503]
Enforced Delay; Extension of Times of
Performance
In addition to specific provisions of this Agre~ment,
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; floods; earthquakes; fires; casualties; acts
of God; acts of the public enemy; freight embargoes;
governmental restrictions or priority; litigation; unusually
severe weather; acts or omissions of another party; acts or
failures to act of the City of San Bernardino or any other public
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or governmental agency or entity (other than the acts or failures
to act of Agency which shall not excuse performance by 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 ~un 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.
Participant is not entitled pursuant to this Section
503 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. [504] Inspection of Books and Records
Agency has the right at all reasonable times to
inspect the books and records of Participant pertaining to the
Site as pertinent to the purposes of this Agreement. Participant
has the right at all reasonable times to inspect the public
records of Agency pertaining to the Property as pertinent to the
purposes of the Agreement.
VI. [600] DEFAULTS AND REMEDIES
A. [601] Defaults - - General
Subject to the extensions of time set forth in Section
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2 503, failure or delay by any party to perform any term or
3 provision of this Agreement constitutes a default under this
4 Agreement. The party who so fails or delays must immediately
5 commence to cure, correct, or remedy such failure or delay, and
6 shall complete such cure, correction or remedy with diligence.
7 The injured party shall give written notice of default
8 to the party in default, specifying the default complained of by
9 the injured party. Except as required to protect against further
10 damages, and except for Sections 319 and 321 of this Agreement,
11 the injured party may not institute proceedings against the party
12 in default until thirty (30) days after giving such notice.
13 Failure or delay in giving such notice shall not constitute a
14 waiver of any default, nor shall it change the time of default.
15 B. [602] Legal Actions
16 1. [603] Institution of Legal Actions
17 In addition to any other rights or remedies
18 hereunder, Agency or Participant may institute legal action to
19 cure, correct or remedy any default, to recover damages for any
20 default, or to obtain any other remedy consistent with the
21 purpose of this Agreement. Any legal actions initiated pursuant
22 to this Agreement or otherwise with respect to its subject matter
23 must be instituted in the Superior Court of the County of San
24 Bernardino, State of California, in an appropriate municipal
25 court in that county, or in the Federal District Court in the
26 Central District of California, as appropriate.
27
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2.
[604]
Applicable Law
3 The laws of the State of California shall govern
4 the interpretation and enforcement of this Agreement.
5
3.
[605]
Acceptance of Service of Process
6 In the event that any legal action is commenced
7 by Participant against Agency, service of process on Agency shall
8 be made by personal service upon the !xecutive Director or in
9 such other manner as may be provided by law.
10 In the event that any legal action is commenced
11 by any party against Participant, service of process on such
12 party shall be made by personal service upon PartiCipant or in
13 such other manner as may be provided by law, and shall be valid
14 whether made within or without the State of California.
15
C.
[606]
Rights and Remedies Are Cumulative
16 Except as otherwise expressly stated in this
17 Agreement, the rights and remedies of the parties are cumulative,
18 and the exercise by any party of one or more of such rights or
19 remedies shall not preclude the exercise by it, at the same or
-
20 different times, of any other rights or remedies for the- same
21 default or any other default by any other party.
22
D.
[607]
Inaction Not a Waiver of Default
23 Any failures or delays by any party in asserting any
24 of its rights and remedies as to any default shall not operate as
25 a waiver of any default or of any such rights or remedies, or
26 deprive any party of its right to institute and maintain any
27 actions or proceedings which it may deem necessary to protect,
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2 assert or enforce any such rights or remedies.
3
4
E.
[608]
Remedies and Rights of Termination
1.
[609]
Damages
5 Prior to the recordation of a Certificate of
6 Completion with respect to all of the Participant Improvements,
7 if either Participant or Agency defaults with regard to any of
8 the provisions of this Agreement, the non-defaulting party shall
9 serve written notice of such default upon the defaulting party.
10 If the default is not cured by the defaulting party within thirty
11 (30) days after service of the notice of default, the defaulting
12 party shall be liable to the other for any damages caused by such
13 default.
14
2.
[610]
Action for Specific Performance
15 If either Participant or Agency defaults under
16 any of the provisions of this Agreement prior to the recordation
17 of a Certificate of Completion for the Participant Improvements
18 to be made thereon, the non-defaulting party shall serve written
19 notice of such default upon the defaulting party with a copy to
20 the remaining party. If the default is not commenced to be-cured
21 by the defaulting party within thirty (30) days after service of
22 the notice of default, the non-defaulting party at its option may
23 institute an action for specific performance of the terms of this
24 Agreement.
25
26
VII. [700]
SPECIAL PROVISIONS
A.
[701]
27
28
Submission of Documents to Agency for
Approval.
Whenever this Agreement requires Participant to submit
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31
1
2 plans, drawings or other documents to Agency for approval, which
3 shall be deemed approved if not acted on by Agency within the
4 specified time, said plans, drawings or other documents shall be
5 accompanied by a letter stating that they are being submitted and
6 will be deemed approved unless rejected by Agency within the
7
stated time.
If there is not a time specified herein for such
8 Agency action, Participant may submit a ,letter requiring Agency
9 approval or rejection of documents within thirty (30) days after
10 submission to Agency or such documents shall be deemed approved.
11
B.
[702]
Successors In Interest
12 The terms, covenants, conditions and restrictions of
13 this Agreement shall extend to and shall be binding upon and
14 inure to the benefit of the heirs, executors, administrators,
15 successors and assigns of Participant.
16 Upon the termination of the restrictions imposed by
17 Section 107 of this Agreement, which terminate upon the issuance
18 by Agency of a Certificate of Completion with respect to all of
19 the Participant Improvements pursuant to this Agreement, all of
-
20 the terms, covenants, conditions and restrictions of-this
21 Agreement which do not terminate upon the issuance of such
22 Certificate of Completion shall be deemed to be, and shall,
23 constitute terms, covenants, conditions and restrictions running
24 with the land.
25
VIII. [800]
ENTIRE AGREEMENT, WAIVERS
26
This Agreement is executed in two (2) duplicate originals,
27
each of which is deemed to be an original.
This Agreement
28
DAB/ses/HAB.agr
32
.
1
2 includes pages 1 through 36 and Attachments 1 through 7, which
3 constitute the entire understanding and agreement of the
4 parties.
5 No private entity shall be deemed to be a third party
6 beneficiary with respect to any provisions of this Agreement.
7 This Agreement integrates all of the terms and
8 conditions mentioned herein or incidental, hereto, and supersedes
9 all negotiations or previous agreements among the parties or
10 their predecessors in interest with respect to all or any part of
11 the subject matter hereof.
12 All waivers of the provisions of this Agreement must
13 be in writing by the appropriate authorities of Agency and
14 Participant, and all amendments hereto must be in writing by the
15 appropriate authorities of Agency and Participant.
16 Each individual signing below represents and warrants
17 that he has the authority to execute this Agreement on behalf of
18 and bind the party he purports to represent.
19 IX. [900] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY
20 This Agreement, when executed by Participant and delivered
21 to Agency, must be authorized, executed and delivered by Agency
22 on or before thirty (30) days after signing and delivery of this
23 Agreement by Participant or this Agreement shall be void, except
24 to the extent that Participant shall consent in writing to a
25 further extension of time for the authorization, execution and
26 delivery of this Agreement. The date of this Agreement shall be
27 the date when it shall have been signed by the Agency as
28
DAB/ses/HAB.agr
33
.. -
1
2 evidenced by the date first above shown.
3 IN WITNESS WHEREOF, Agency, and Participant have executed
4 this Agreement on the day and date first above shown.
5 "Agency"
6 REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
7
8
By:
9 Executive Director
10 APPROVED AS TO PROGRAM:
11
12 By:
Redevelopment Manager
13
14 APPROVED AS TO FORM
AND LEGAL CONTENT:
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Agency Counsel
"Participant"
H.A.B. DEVELOPMENT CORPORATION
By:
Its: President
By:
Its:
DAB/ses/HAB.agr
34
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
. -
1
2
STATE OF CALIFORNIA
)
)ss.
)
3
4
COUNTY OF SAN BERNARDINO
5 On this day of , in the year
, before me, the undersigned, a Notary Public in and for
6 the State of California, personally appeared Robert J. Temple
personally known to me (or proved to me on the basis of
7 satisfactory evidence) to be the person who executed this
instrument as the Executive Director of the REDEVELOPMENT AGENCY
8 OF THE CITY OF SAN BERNARDINO and acknowledged to me said Agency
executed it. '
9
Signature of Notary Public
(SEAL)
DAB/ses/HAB.agr
35
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
~
1
2
STATE OF CALIFORNIA
)
)ss.
)
3
COUNTY OF SAN BERNARDINO
4
On 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 President and the
of the corporation that executed the within instrument, and
acknowledged to me that such corporation ~xecuted the same.
WITNESS my hand and official seal.
(SEAL)
DAB/ses/HAB.agr
36
..
""
""'
.----
--
ATTACHMENT NO. 2
LEGAL DESCRIPTION
DAB/seS/HAB.agr
-
..
'WI
......
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ATTACHMENT NO. 3
SCHEDULE OF PERFORMANCE
1. Execution of Agreement
by Agency. Agency shall
approve and execute this
Agreement, and shall
deliver one (1) copy
thereof to Participant.
2. Obtain Design Review
Approval. Agency and
City approve Design
Concept Drawings and
right-of-way alignment
(sufficient time should
be allowed for possible
initial denial by
either Agency or City).
3. Obtain Bidding and
Selection of Contractor
Process Approval.
Agency approves process
for bidding and
selection of contractor
as required by Section
316.
4. Submit Completed
Construction and
grading plans.
Participant will submit
completed construction
and grading plans and
all other plans and
documents required by
Section 304.
DAB/ses/HAB.agr
Not later than thirty (30)
days after the date of
execution and submission of
two (2) copies of this
Agreement to Agency by
Participant.
Not 1at~r than ninety (90)
days a~ter the effective
date of this Agreement.
Not later than one hundred
twenty (120) days after the
effective date of this
Agreement.
Not later than one hundred
eighty (180) days after the
effective date of this
Agreement.
Page 1 of 2
-
..
5. Obtain 'Plan check
approval, obtain
bUilding permits and
commence construction,
Participant shall
obtain necessary plan
check approval, obtain
all building permits and
begin construction.
6. Complete Construction
Participant shall
complete construction
and obtain a Certi-
ficate of Completion.
DAB/ses/HAB.agr
....
-
.. -
Not later than two hundred
seventy (270) days after
the effective date of this
Agreement.
Not later than four
hundred fifty (450) days
from th~ effective date of
this Agreement.
Page 2 of 2
...
ATTACHMENT NO. 4
SCOPE OF DEVELOPMENT
I. GENERAL DESCRIPTION
The Site is specifically delineated on the Site Map
(Attachment No.1) and the Legal Description (Attachment NO.2)
pursuant to Section 103 of this Agreement.
II. DEVELOPMENT
Participant shall develop the Site with t,wo bridges crossing
Cable Creek and the concrete flood control cpannel southerly of
the Site and roadways connecting Industrial Parkway and Hallmark
Parkway all to specifications of the City of San Bernardino.
Such development shall include curbs, gutters, sidewalks and
facilities for underground electrical power, water, sewer,
telephone, cable TV, natural gas and such other utilities as
designated by the City Engineer.
Participant shall complete all of the improvements set forth
in this Scope of Development (Attachment NO.4) to be
constructed in one phase. All of the improvements to be provided
by the Participant on the Site constitute the "Basic Participant
Improvements." The Basic Participant Improvements and all those
off-site improvements, which are required in connection with this
development (if any), and which are required to be provided by
the Participant (the "Off-Site Improvements") together constitute
the "Participant Improvements".
The Participant shall commence and complete the Participant
Improvements by the respective times established therefor in the
Schedule of Performance (Attachment No.3).
III. DEVELOPMENT STANDARDS
The Participant Improvements shall be developed in
accordance with City specifications and requirements of the City
Engineer and the following development standards.
A. Landscaping. The Participant shall provide and
maintain landscaping within the public rights-of-way and the
proposed public rights-of-way and within setback area along all
street frontages and conforming with the Design Concept Drawings
as approved by Agency.
Landscaping shall consist of trees, shrubs and installation
of an automatic irrigation system adequate to maintain such plant
material. The type and size of trees to be planted, together
Page 1 of 3
DAB/seS/HAB.agr
with a landscaping plan, shall be subject to approval by the
City's Planning Department prior to planting.
B. Utili ties. Sewer, drainage and utility lines,
conduits or systems shall not be constructed or maintained above
the ground level of the Site unless such installations are within
approved enclosed structures, and shall conform to requirements
of the City of San Bernardino or other applicable governmental or
private agency having jurisdiction of the work. Storm drainage
for all hard surfaced areas shall be drained or may be sheet
flowed to storm sewers. No drainage shall flow across public
sidewalks. All non polluted waste water, such as waste air
conditioning water, shall be drained to the storm or sanitary
drainage systems as permitted by local codes. ~
IV. PUBLIC IMPROVEMENTS AND UTILITIES
Participant, at its own cost and expense, shall provide or
cause to be provided the fOllowing public improvements within the
time set forth for the completion of the Participant Improvements
in the Schedule of Performance (Attachment NO.3):
1. Improvement as required by the City by resurfacing,
rebuilding or new construction of the existing
streets,
alleys or other public rights-of-way (including catch
basins, curbs and gutters, drive and curb cuts, and
drives between the property line of the Site and the
public rights-of-way) traversing the Site on the
alignment approved by the City Engineer. No street
widening is anticipated in connection with the
Property.
2. Installation of street lighting, signs and fire
hydrants in connection with the Site as may be
required.
3. Installation of public sidewalks along the frontage of
the roadway traversing the Site or within the rights-
of-way lines of such public streets, and appropriate
street landscaping which Agency or City might require.
4. Installation or relocation by the public utility
companies of such sewers, drains, water and gas
distribution lines, electric, telephone and telegraph
lines, and all other public utility lines,
installations and facilities as are necessary to be
installed or. relocated on or in connection with the
Site by reason of the redevelopment contemplated by
the Redevelopment Plan and the development of the
Page 2 of 3
DAB/ses/HAB.agr
...
~
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Site. Agency shall not be responsible for, nor bear
any portion of the cost of, installing the necessary
utility connections within the boundaries of the Site
between the improvements to be constructed by
Participant and the water, sanitary sewer, and storm
drains, mains or other public utilities owned by the
City or by any public utility company within or
without such boundaries, or electric, gas, telephone
or other public lines owned by a public utility
company within or without such boundaries, and
Participant shall secure any permits required for any
such installation without expense to Agency.
Those of the improvements required to be provided pursuant to
this Part IV of the Scope of Development (Attachment NO.4) which
are located off the Site described in Attachment No. 1
constitute the "Off-Site Improvements."
V. DEMOLITION AND SOILS
Participant assumes all responsibility for surface and
subsurface conditions at the Site, and the suitability of the
Site for the Participant Improvements. If the surface and
subsurface conditions are not entirely suitable for such
development and use, Participant shall at its cost take all
actions necessary to render the Site entirely suitable for such
development. Participant has undertaken all investigation of the
Site it has deemed necessary and has not received or relied upon
any representations of Agency, the City, or their respective
officers, agents and employees. Participant shall undertake at
its cost all demolition required in connection with the
development of Participant Improvements.
Page 3 of 3
DAB/ses/HAB.agr
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ATTACHMENT NO. 5
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
)
)
)
)
)
)
)
)
)
[Space above for Recorder.]
\
CERTIFICATE OF COMPLETION FOR
CONSTRUCTION AND DEVELOPMENT
WHEREAS, pursuant to that certain Owner's Participation
Agreement entered into between the Agency, and H.A.B.
Development Corporation, a California Corporation ("Participant")
dated as of ("OPA"), the Participant is
entitled to the issuance of a Certificate of Completion upon the
completion of those improvements required by the OPA to be
developed by the Participant (the "Participant Improvements");
and
WHEREAS, such certificate shall be conclusive determination
of satisfactory completion of the construction required by the
OPA; and
WHEREAS, the Agency has conclusively determined that the
construction on the above described real property required by
the OPA has been satisfactorily completed;
/ / /
/ / /
/ / /
/ / /
/ / /
/ / /
/ / /
/ / /
Page 1 of 4
DAB/ses/HAB.agr
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NOW THEREFORE,
1. The Agency does hereby certify that the construction
of the Participant Improvements has been fully and satisfactorily
performed and completed.
2. Nothing contained in this instrument shall modify in
any other way other provisions of the Agency Deed or the DDA.
All executory obligations of the Participant pursuant to the DDA
shall ~~main in full force and effect.
IN WITNESS WHEREOF, the Agency has executed this
certificate this day of , 19___.
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By:
Executive Director
Page 2 of 4
DAB/ses/HAB.agr
.
STATE OF CALIFORNIA )
)SS.
COUNTY OF SAN BERNARDINO )
On this day of , 19 before me,
the undersigned, a Notary Public in and for-slaid State,
personally appeared
, known to me (or proved to me on the basis of
satisfactory evidence) to be the person who executed this
instrument as the Executive Director of the Redevelopment Agency
of the City of San Bernardino and acknowle4ged to me that the
Redevelopment Agency of the City of San Berna~dino executed it.
Signature of Notary Public
SEAL
Page 3 of 4
DAB/ses/HAB.agr
EXHIBIT 1
That certain parcel of land in the City of San Bernardino,
County of San Bernardino, State of California, described as
follows:
Page 4 of 4
DAB/ses/HAB.agr
ATTACHEMENT NO. 6
Deed of trust with assignment of rent
Deed of trust made on , 1990, by H.A.B.
Development Corporation, a California Corporation, hereinafter
called trustor, whose address is 10700 Jersey Blvd., Suite 450,
P.O. Box 338, Rancho Cucamonga, CA 91730 to First American Title
Insurance Company, a California Corporation~ hereinafter referred
to as trustee, whose business address is in
favor of the Redevelopment Agency of the City of San Bernardino,
hereinafter referred to as beneficiary, whose business address is
300 North "D" Street, City Hall, San Bernardino, CA 92418.
Trustor irrevocably grants, transfers, and assigns to
trustee in trust, with power of sale, all that property,
including all easements and rights of way used in connection
therewith or as a means of access thereto, in the City of San
Bernardino, County of San Bernardino, State of California,
described as follows:
Together with the rents, issues, and profits thereof,
subject however to the right reserved by trustor in Paragraph B-
16 hereof to collect and apply such rents, issues, and profits,
prior to any default hereunder;
For the purpose of securing payment of the indebtedness
evidenced by a promissory note executed by trustor, dated
1990, in the principal sum of One Million, Five
Hundred Thousand Dollars ($1,500,000.00), payable to beneficiary
Page 1 of 14
1
--
or order, and each extension thereof; and performance of each
agreement of trustor incorporated herein by reference or
contained herein.
A. To protect the security of this deed of trust, trustor
agrees:
1. To maintain the property in good condition and repair;
-
not to remove or demolish any building or improvement thereon; to
complete promptly in workmanlike manner any improvement hereafter
constructed thereon and to restore promptly in workmanlike manner
any improvement thereon that is damaged or destroyed, and to pay
when due all costs incurred therefor or in connection therewith;
to comply with all laws,. ordinances, regulations, covenants,
conditions, and restrictions affecting the property; not to
commit or permit any waste thereof or any act upon the property
in violation of law or of covenants, conditions, or restrictions
affecting the property.
2. To appear in and defend any action or proceeding
purporting to affect the security hereof or the rights or powers
of beneficiary or trustee; and also, if at any time beneficiary
or trustee is a party to or appears in any such action or
proceeding, or in any action or proceeding to enforce any
obligation hereby secured, to pay all cost and expenses paid or
incurred by them or either of them in connection therewith,
including, but not limited to, cost of evidence of title and
attorneys' fees in a reasonable sum.
3. To pay (a) at least 10 days before delinquency, all
Page 2 of 14
taxes and assessments affecting the property, all assessment upon
water company stock, and all rents, assessments, and charges for
water appurtenant to or used in connection with the property; (b)
when due, all encumbrances, charges, and liens, with interest, on
the property or any part thereof, which appear to be prior or
superior hereto; and (c) all costs, fees, and expenses of this
trust.
4. If trustor fails to make any payment or to do any act
as herein provided, then beneficiary or trustee (but without
obligation so to do, and with or without notice to or demand upon
trustor, and without releasing trustor from any obligation
hereof) may (a) make or do the same in such manner and to such
extent as either deems necessary to protect the security hereof,
beneficiary or trustee being authorized to enter upon the
property for such purpose; (b) appear in or commence any action
or proceeding purporting to affect the security hereof or the
rights or powers of beneficiary or trustee; (c) pay, purchase,
contest, or compromise any encumbrance, charge, or lien that, in
the judgment of either, appears to be superior hereto; and in
exercising any such power, beneficiary or trustee may incur
necessary expenses, including reasonable attorneys' fees.
5. To pay immediately and without demand all sums
expended hereunder by beneficiary or trustee, with interest from
date of expenditure at nine per cent (9%) per annum.
B. It is mutually agreed that:
1. Any award of damages made in connection with the
Page 3 of 14
condemnation for public use of or injury to the property or any
part thereof is hereby assigned and shall be paid to beneficiary,
who may apply or release such moneys received therefor upon any
indebtedness secured hereby in such order as beneficiary
determines, or at the option of beneficiary the entire amount so
received or any part thereof may be released to trustor.
Such
application or release shall not cure or w~ive any default or
notice of default hereunder or invalidate any act done pursuant
to such notice.
2. The acceptance by beneficiary of any payment less than
the amount then due shall be deemed an acceptance on account only
and shall not constitute a waiver of the obligation of trustor to
pay the entire sum then due or of beneficiary's right either to
require prompt payment of all sums then due or to declare
default.
The acceptance of payment of any sum secured hereby
after its due date will not waive the right of beneficiary either
to require prompt payment when due of all other sums so secured
or to declare default for failure so to pay.
No waiver of any
-
default shall be a waiver of any preceding or succeeding default
of any kind.
3. At any time or from time to time, without liability
therefor and with or without notice, upon written request of
beneficiary and presentation of this deed and the secured note
for endorsement, and without effecting the personal liability of
any person for payment of the indebtedness secured hereby or the
effect of this deed upon the remainder of the property, trustee
Page 4 of 14
may reconvey any part of the property, consent to the making of
any map or plat thereof, join in granting any easement, or join
in any extension agreement or any agreement subordinating the
lien or charge thereof.
4. Upon written request of beneficiary stating that all
sums secured hereby have been paid, surrender of this deed and
the note to trustee for cancellation and re~ention, and payment
of its fees, trustee shall reconvey, without warranty, the
property then held hereunder. The recitals in such reconveyance
shall be conclusive proof of the truthfulness thereof. The
grantee may be designated in such reconveyances as "the person or
persons legally entitled thereto."
5. Additional portions of the property subject to the
lien of this deed of trust, selected by trustor, but not less
than five (5) acre portions, shall be released from the lien
hereof from time to time on payment against the outstanding
principal balance at the rate of Fifty One Thousand Dollars
($51,000) per acre.
Regardless of whether trustor prepays any part of the
principal of the secured debt, partial release shall be granted
at the rate of one acre for every timely payment of Fifty One
Thousand Dollars ($51,000) of the principal of such debt with a
minimum release of five (5) acres. If trustor sells a lot or
lots, or a portion or portions of the property encumbered hereby,
and gives written notice of such fact to beneficiary, beneficiary
will be deemed to have agreed that it will execute a partial
Page 5 of 14
release of such property from the lien hereof whenever the
release amount computed as specified above is paid to
beneficiary. Trustor may give such notice to beneficiary at any
time before there is a trustee's sale of the property. At any
time trustor is in default in payments to be made to beneficiary
hereunder, any amounts paid to and received by beneficiary for
execution of releases pursuant to the terrn~ of this paragraph
after notice of default and election to sell' has been recorded
shall not, unless the requirements of Section 2924c of the Civil
Code are fully met by or on behalf of trustor, waive the right of
beneficiary to continue its plans to have the property sold, nor
shall they have any effect on the exercise by beneficiary of the
acceleration privilege contained herein, except to entitle the
person effecting such payment to the release of the property for
which the release amount was paid, and, insofar as beneficiary is
concerned, to constitute a credit against the secured debt.
Beneficiary acknowledges that the ability of trustor
to procure releases promptly is of the utmost importance.
Therefore, beneficiary will at all times maintain at i~s
principal place of business a person who is authorized to execute
such releases on behalf of beneficiary, and such releases will be
executed and delivered, when sought in compliance with the
provisions contained herein, not later than ten days after
written demand for such release has been made on beneficiary.
6. If trustor or any subsequent owner of the property
covered hereby shall occupy the property, or any part thereof,
Page 6 of 14
-
after any default in payment of any amount secured by this deed
of trust, trustor or such owner shall pay to beneficiary in
advance on the first day of each month a reasonable rental for
the premises so occupied. On failure to pay such reasonable
rental, trustor or such owner may be removed from the premises by
summary dispossession proceedings or by any other appropriate
action or proceeding.
7. If default is made in payment of any indebtedness or
in performance of any agreement hereby secured, then beneficiary,
with or without notice to trustor, may declare all sums secured
hereby immediately due and payable by instituting suit for the
recovery thereof or for the foreclosure of this deed, or by
delivering to trustee a written declaration of default and demand
for sale, as well as a written notice of default and of election
to cause the property to be sold, which notice trustee shall
cause to be filed for record. If such declaration is delivered
to trustee, beneficiary also shall deposit with trustee this
deed, the secured note, and all documents evidencing
expenditures secured hereby.
8. Should trustor, without the consent in writing of
beneficiary, vOluntarily sell, transfer, or convey his interest
in the property or any part thereof, or if by operation of law,
it be SOld, transferred, or conveyed, then beneficiary may, at
its option, declare all sums secured hereby immediately due and
payable. Consent to one such transaction shall not be deemed to
be a waiver of the right to require such consent to future or
Page 7 of 14
'Or
successive transactions.
9. After the time then required by law has elapsed after
recordation of such notice of default, and notice of sale having
been given as then required by law, trustee, with or without
demand on trustor, shall sell the property at the time and place
fixed in the notice of sale, either as a whole or in separate
parcels and in such order as trustee det~rmines, at public
auction, to the highest bidder, for cash in lawful money of the
United States, payable at time of sale. Trustee may postpone
from time to time sale of all or any portion of the property by
public announcement at the time and place of sale originally
fixed or at the last preceding postponed time. Trustee shall
deliver to the purchaser its deed conveying the property sold,
but without any covenant or warranty, express or implied. The
recitals in such deed of any matters or facts shall be conclusive
proof of the truthfulness thereof. Trustor, trustee,
beneficiary, or any other person may purchase at the sale.
10. After deducting all costs, fees, and expenses of
trustee and of this trust, including cost of evidence of title
and reasonable attorney fees in connection with sale, trustee
shall apply the proceeds of sale to payment of (a) all sums
expended under the terms hereof and not theretofore repaid, with
accrued interest at nine per cent (9%) per annum, and (b) all
other sums then secured hereby in such order as beneficiary, in
the exercise of its sole discretion, directs. The remainder, if
any, shall be paid to the person or persons legally entitled
Page 8 of 14
thereto.
11. Before trustee's sale, beneficiary may rescind such
notices of default and of election to cause the property to be
sold by delivering to trustee a written notice of rescission,
which notice, when recorded, shall cancel any prior declaration
of default, demand for sale, and acceleration of maturity. The
exercise of such a right of rescission shall not constitute a
waiver of any default then existing or sUbsequently occurring,
or impair the right of beneficiary to deliver to trustee other
declarations of default and demands for sale or notices of
default and of election to cause the property to be sold, or
otherwise affect any provision of the secured note or of this
deed or any of the rights, obligations, or remedies of
beneficiary or trustee hereunder.
12. Beneficiary may from time to time, as provided by
statute, or by a writing signed and acknowledged by him and
recorded in the office of the county recorder of the county in
which the land or such part thereof as is then affected by this
deed of trust is situated, appoint another trustee in place and
stead of trustee herein named; and thereupon, the trustee herein
named shall be discharged, and the trustee so appointed shall be
substituted as trustee hereunder with the same effect as if
originally named trustee herein.
13. I f two or more persons are designated as trustee
herein, any or all powers granted herein to trustee may be
exercised by any of such persons if the other person or persons
Page 9 of 14
is unable, for any reason, to act. Any recital of such inability
in any instrument executed by any of such persons shall be
conclusive against trustor, his heirs and assigns.
14. All leases now or hereafter affecting the property are
hereby assigned and transferred to beneficiary by trustor.
Trustor hereby covenants that none of such leases will be
modified or terminated without the wr~tten consent of
beneficiary.
15. When requested so to do, trustor shall give such
further written assignments of rents, royalties, issues, and
profits; of all security for the performance of leases; and of
all money payable under any option to purchase, and shall give
executed originals of all leases, now or hereafter on or
affecting the property.
16. Trustor reserves the right, prior to any default in
payment of any indebtedness or performance of any obligation
secured hereby, to collect all such rents, royalties, issues, and
profits, as but not before they become due.
Upon any such
-
default, trustor's right to collect such moneys shall cease, not
only as to amounts accruing thereafter, but also as to amounts
then accrued and unpaid.
In the event of default, beneficiary,
with or without notice and without regard to the adequacy of
security for the indebtedness hereby secured, either in person or
by agent, or by a receiver to be appointed by the court, (a) may
enter upon and take possession of the property at any time and
manage and control it in beneficiary's discretion and, (b) with
Page 10 of 14
.
or without taking possession, may sue for or otherwise collect
the rents, issues, and profits thereof, whether past due or
coming due thereafter, and apply the same, less costs and
expenses of operation and collection, including reasonable
attorney's fees, upon any obligation secured hereby and in such
order as beneficiary determines. None of the aforesaid acts
shall cure or waive any default hereunder or invalidate any act
done pursuant to such notice. Beneficiary shall not be required
to act diligently in the care or management of the property or in
collecting any rents, royalties, or other profits that it is
hereby authorized to collect, and shall be accountable only for
sums actually received.
17. Without affecting the liability of trustor or of any
other party now or hereafter bound by the terms hereof for any
obligation secured hereby, beneficiary, from time to time and
with or without notice, may release any person now or hereafter
liable for performance of such obligation, and may extend the
time for payment or performance, accept additional security, and
alter, substitute, or release any security.
18. In any action brought to foreclose this deed or to
enforce any right of beneficiary or of trustee hereunder, trustor
shall pay to beneficiary and to trustee attorneys' fees in a
reasonable sum, to be fixed by the court.
19. No remedy hereby given to beneficiary or trustee is
exclusive of any other remedy hereunder or under any present or
future law.
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20. The pleading of any statute of limitations as a
defense to any and all obligations secured by this deed is hereby
waived, to the full extent permissible by law.
21. In the event of default in the payment of any
indebtedness secured hereby, and if such indebtedness is secured
at any time by any other instrument, beneficiary shall not be
obligated to resort to any security in any particular order; and
the exercise by beneficiary of any right or remedy with respect
to any security shall not be a waiver of or limitation on the
right of beneficiary to exercise, at any time or from time to
time thereafter, any right or remedy with respect to this deed.
22. Trustor shall, upon request made by beneficiary,
furnish the beneficiary with annual statements covering the
operations of the property.
23. Beneficiary may collect a "late charge" not to exceed
an amount equal to four per cent (4%) per calender month, or
fraction thereof, on the amount past due and remaining unpaid on
any instalment that is not paid within ten (10) days from the due
date thereof, to cover the extra expense involved in handling
delinquent payments.
24. This deed applies to, inures to the benefit of, and
binds, all parties hereto, their heirs, legatees, devisees,
administrators, executors, successors, successors in interest,
and assigns. The term "beneficiary" means the owner and holder,
including pledgees, of the note secured hereby, whether or not
named as beneficiary herein. In this deed, whenever the context
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so requires, the masculine gender includes the feminine and
neuter, and the singular number includes the plural, and all
obligations of each trustor hereunder are joint and several.
25. Trustee accepts this trust when this deed, dUly
executed and acknowledged, is made a public record as provided by
law.
Trustee is not obligated to notify any party hereto of
pending sale under any other deed of trust ?r of any action or
proceeding in which trustor, beneficiary, or trustee is a party
unless brought by trustee.
Trustor requests that a copy of notice of default and
of any notice of sale hereunder shall be mailed to him at the
address set out opposite his name, immediately below.
MAILING ADDRESS FOR NOTICES
H.A.B. Development Corporation
10700 Jersey Blvd., Suite 450, P.O. Box 338
Rancho Cucamonga, California 91730
Executed at San Bernardino, California on the date first above
written.
[Signature]
Trustor
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STATE OF CALIFORNIA )
)ss.
COUNTY OF SAN BERNARDINO )
On 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 President and the
of the corporation that executed the within instrument, and
acknowledged to me that such corporation exec~ted the same.
WITNESS my hand 'and official seal.
(SEAL)
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ATTACHMENT NO. 7
PROMISSORY NOTE SECURED BY DEED OF TRUST
$1,500,000.00
Place:
Redevelopment Agency
300 North "D" Street
San Bernardino, CA 92418
Date:
FOR VALUE RECEIVED, the undersigned jointly and severally
promises to pay to the Redevelopment Agency of the City of San
\
Bernardino (the "Agency") or its successors, the sum of One
Million Five Hundred Thousand Dollars ($1,500,000.00), and to pay
interest on the unpaid principal amount of this Note from the
date hereof, at the rate of Nine per centum (9%) per annum,
until paid.
Interest only payments on this Note are payable on
the First Day of each January, April, July, and October following
the date of this Note, with all principal and interest due and
payable five (5) years after the issuance of a Certificate of
Completion pursuant to that certain Owners Participation
Agreement entered into between the Redevelopment Agency and
H.A.B. Development Corporation dated
, in lawful
money of the United States at the principal office of the Agency~
300 North "D" Street, Third Floor, City Hall, San Bernardino, CA
92418, or at such other place as may from time to time be
designated by the Agency in writing.
This Note shall become
immediately due and payable in the amount of unpaid principal,
with interest, upon transfer of title of the property described
in the Deed of Trust securing this Note to any person, firm or
corporation other than the undersigned and except as provided in
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said Deed of Trust, whether such transfer of title be vOluntary,
inVOluntary, or by operation of law.
The undersigned reserves the right to prepay at any time all
or any part of the principal amount of this Note without the
payment of penalties or premiums.
All payments on this Note
shall be applied first to the interest due on the Note and then
to the principal due on the Note, and the remaining balance shall
be applied to late charges, if any.
"
Except 'as provided below,
all quarterly payments on this Note shall be credited as of the
due date thereof without adjustment of interest because paid
either before or after such due date.
IN THE EVENT the undersigned shall fail to pay the quarterly
interest payment when due, and if such failure be subsisting
Thirty (30) days thereafter, the unpaid principal amount of this
Note, together with accrued interest and late charges, shall
become due and payable, at the option of the City, without notice
to the undersigned.
Failure of the Agency to exercise such
option shall not constitute a waiver of such default. No default
shall exist by reason of nonpayment of any required interest
payment so long as the amount of optional prepayments already
made pursuant hereto equals or exceeds the amount of the required
payments.
If the payments on this Note are not paid within Ten
(10) days of the due date, the undersigned shall pay to the
Agency a late charge of 4% per calendar month, or fraction
thereof, on the amount past due and remaining unpaid.
If this
Note be reduced to judgment, such h judgment shall bear the
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statutory interest rate on judgments.
In no event shall the total interest and late charge payable
hereunder exceed the maximum amount of interest permitted under
the usury laws of the State of California.
If suit is instituted by the Agency to recover on this Note,
the undersigned agrees to pay all costs of such collection
including reasonable attorney's fees and court costs.
THIS NOTE is secured by a Deed of Trust"'of even date, duly
filed for record in the office of the County Recorder of the
County of San Bernardino, State of California.
DEMAND, protest and notice of demand and protest are hereby
waived and the undersigned hereby waives, to the extent
authorized by law, any and all homestead and other exemption
rights which otherwise would apply to the debt evidenced by this
Note.
IN WITNESS WHEREOF, THIS NOTE has been duly executed by the
undersigned, as of its date.
(witness)
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