HomeMy WebLinkAboutR10-RDA Item
~ ~
AGENDA ITEM INFORMATION SUMMARY
GENERAL INFORMATION:
Subjec:l~"'P 0 0 ~ Ju')n-r 1]21\-
AuIhor--.Nn u.. j 1)0 v....:.:';>C"fV...., Ext. 3432
Ward~project Area Sr:: I P
Budget Authority
tJl-f:I
,
Committee. Commission/Council
'J/f.:#?lJ rtf. ~"X '11&
~:::N5 ~ VI {,
Funding Requirements N ~
Filing Oates
Meeting Oates
RDA MANAGEMENT REVIEW:
CLEARANCES:
Date
Execuliva Director
Admilishtiv8 Deputy
'I j'J-
~
Man8gerlSupervioor
CITY DEPARTMENTAL REVIEW:
Dale
Depl By
Depl By
Dale
Yel NlA
o
o
ro
o
~ Accounting
~ ~~~ S-,fo-fI?>
O/t:;A~-
~ City Administrator
RDA CommIttee f'fICommendatlon
INFORMATIONAL DATA FORWARDED TO CITY DEPARTMENTs/COUNCIL OFFICES:
Sent to
May()(s Office
Council Ward
Council Ward
Council Ward
Council Ward
Department
Department
By
Date
COMMENTS/CONCERNS: Include pert,lnent comments Ind concerns of offices Ind persons clelrlng the
summary,such IS controversial Issues, time constraints Ind funding complications. Indicate dlles when
ICllon must be taken.
10-
Redevelopment Agency · City of San Bernardino
300 North "D" Stree~ Fourth Floor . Sin Bomardino, Colifomia 92A18
(714) 3M-SOB 1 FAX (714) 888-9413
Pride ./
~e~
MARCH 30, 1990
DEGROOT DDA
Synopsis of Previous Commission/Council/Committee Action:
05/07/79 Resolution No. 3906 authorized execution of the DDA.
05/05/80 Resolution No. 4073 authorized 1st Amendment to DDA extending
construction dates.
10104/82 Resolution No. 4385 authorized 2nd Amendment to DDA extending
construction dates.
(continued on page 2)
Recommended Motion:
(COMMUNITY DEVELOPMENT COMMISSION)
That the Commission authorize execution of the Amended and Restated
Disposition and Development Agreement between the Redevelopment Agency of the
City of San Bernardino, Thedford & Jacqueline DeGroot, and Riverview
Development Partners, L.P., a California Partnership.
Respectfully Submitted,
Executive Director
Supporting data attached: Yes
Ward:
FUNDING REQUIREMENTS:
None
Project: SEIP
Commission Notes:
RT: ND: sm: 2761 H
Agenda of: Apri 1 9, 1990
Item No. .I'~
-
-
Redevelopment Agency
SynoPsis of Previous Commission/Council/Committee Action:
(continued from page 1)
03/18/85 Resolution No. 4745 authorized 3rd Amendment to DDA extending
construction dates.
03/03/86 Resolution No. 4857 authorized 4th Amendment to DDA extending
construction dates.
09/08/87 Resolution No. 5040 authorized 5th Amendment to DDA extending
construction dates.
07/05/B9 ,Commission authorized staff to declare the Agreement in default and
pursue all remedies under the Agreement.
RJT:ND:sm:2761H
2
-
- -
S T A F F R E P 0 R T
BACKGROUND
In May, 1979, the Agency entered into a DDA with the DeGroots for development
of a one acre site located on Riverview Drive in the Southeast Industrial Park
Project Area. The Agreement provided that the DeGroots would build a 20,000
SF industrial/warehouse building with a value not less than $400,000. In the
event the site was not built out on schedule, the agreement provided that the
DeGroots would pay $4,000 a year in-lieu fees. The site has not been
developed, and there have been five amendments extending the Agreement.
On July 28, 1989 the Commission declared the Agreement to be in default and
directed that staff pursue all redmedies. Mr. Pat Hopkins, President of the
Sunset Group, notified staff that the Sunset Group had entered into a
partnership with the DeGroot's and that the property could be sold to Guth
Development (dba Riverview Development Partners, L.P.) who would develop the
site.
Staff met with the principals of Guth Development, who presented plans to
develop the site and eventually agreed to enter into a Restated and Amended
Disposition and Development Agreement.
PROPOSED AGREEMENT
The Restated Agreement has basically the same terms of the original DDA:
Riverview Partners will develop a 20,000 SF building with a value of not less
than $300,000.00.
Construction will be completed not later than 450 days from the effective date
of the Agreement, and in-lieu fees will be waived if the site is built out
according to the terms of the agreement. If Riverview defaults on the terms,
in-lieu fees will be assessed back to the date the agreement was executed.
The Restated Agreement also retires the agreement between the DeGroots and the
Agency. Mr. Hopkins has presented evidence that the DeGroot's will not be
making a profit from the sale of the property, which complies with the terms
of the original DDA.
RECOMMENDATION
Staff therefore requests approval to execute the Restated and Amended
Disposition and Development Agreement between Thedford & Jacqueline DeGroot,
Riverview Development Partners, L.P., and the Redevelopment Agency.
RJT: ND: sm: 2761 H
3
-
_::::..
!
,
,
I
~I
~
\
.
--
\
\
\
I
I
\.n
"'-'
I~
ATTACHMENT Nu. 1
)
... ...
-
fa
en
~
; .
- --
AMENDED AND RESTATED
DISPOSITION AND DEVELOPMENT AGREEMENT
BY AND BETWEEN
THEDFORD O. AND JACQUELINE M. DEGROOT
RIVERVIEW DEVELOPMENT PARTNERS, L.P.
a California limited partnership
AND
THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
Dated this
day of
, 1990
- ..-
AMENDED AND RESTATED
DISPOSITION AND DEVELOPMENT AGREEMENT
THIS AGREEMENT IS ENTERED INTO THIS
day of
1990, by and among the REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO (the "Agency"), THEDFORD O. DEGROOT and JACQUELINE
M. DEGROOT ("DeGroot") and RIVERVIEW DEVELOPMENT PARTNERS, L.P.,
a California limited partnership (the "Participant").
Agency,
DeGroot, and Participant hereby agree as follows:
I. [100] SUBJECT OF AGREEMENT
A.
[101]
Background and Purpose of Agreement
1. Background.
(a) The Agency and DeGroot entered into an Agreement
dated as of May 7, 1979, entitled "Disposition and Joint
Development Agreement" (The "Original Agreement").
(b) Pursuant to the Original Agreement, DeGroot was
required to develop on Parcel 3 of Parcel Map 5106 as per map
recorded in Book 46, page 68-69 of Parcel Maps in the office of
the County Recorder of the County of San Bernardino, State of
California, a 20,000 square foot building with a total value of
$300,000.00 within ten (10) months of the date of the conveyance
of the property to DeGroot.
(c) Agency and DeGroot subsequently entered into an
Amendment to Disposition and Joint Development Agreement of
Agency Owned Property dated as of May 5, 1980, ("First
Amendment") which First Amendment delayed the dates related to
the construction of the project to commence by March 1, 1981, and
DAB/ses/dys/degroot.agr
March 30, 1990
1
to be completed on or before December 1, 1981, and provided for
in-lieu payments in the total amount of $6,000.00 payable in four
equal payments on December 10, 1980,
April 10, 1981, December
10, 1981 and April 10, 1982.
(d) Agency and DeGroot subsequently entered into a
Second Amendment To Disposition And Joint Development Agreement
Of Agency Owned Property dated as of October 4, 1982, ("Second
Amendment") which Second Amendment delayed tl').e dates related to
the construction of the project to commence by May 28, 1984, and
to be completed on or before February 28, 1985, and provided for
additional in-lieu payments in the total amount of $12,000.00
payable in six equal payments on December 10, 1982, April 10,
1983, December 10, 1983, April 10, 1984, December 10, 1984, and
April 10, 1985.
(e) Agency and DeGroot subsequently entered into a
Third Amendment To Disposition And Joint Development Agreement
dated as of March 18, 1985, ("Third Amendment") which Third
Amendment delayed the dates related to the construction of the
project to commence by May 31, 1985, and to be completed on or
before February 28, 1986, and provided for additional in-lieu
payments in the total amount of $4,000.00 payable in two equal
payments on December 10, 1985, and April 10, 1986.
(f) Agency and DeGroot subsequently entered into a
Fourth Amendment To Disposition And Joint Development Agreement
dated as of March 4, 1986, ("Fourth Amendment") which Fourth
Amendment delayed the dates related to the construction of the
DAB/Ses/dys/degroot.agr
March 30, 1990
2
project to commence by July 1, 1986, and to be completed on or
before April 1, 1987, and provided for additional in-lieu
payments in the total amount of $4,000.00 payable in two equal
payments on December 10, 1986, and April 10, 1987.
(g) Agency and DeGroot subsequently entered into a
Fifth Amendment To Disposition And Joint Development Agreement
dated as of July 31, 1987, ("Fifth Amendment") which Fifth
Amendment delayed the dates related to the construction of the
project to commence by December 1, 1987, and to be completed on
or before June 30, 1988, and provided for additional in-lieu
payments in the total amount of $4,000.00 payable in two equal
payments on December 10, 1987, and April 10, 1988.
(h) DeGroot proposes to convey his interest in the
property and the project to Participant which conveyance is
acceptable to and is hereby approved by Agency in that Agency has
satisfied itself that such conveyance is not for speculation and
DeGroot has paid all in-lieu payments agreed to in the First,
Second, Third, Fourth and Fifth Amendments and will pay
additional in-lieu payments in the total amount of $6,000.
(i) The Original Agreement, as amended, is hereby
amended and restated and the development and operation of the
project shall be governed by this Agreement, and the provisions
of the Original Agreement, the First, Second, Third, Fourth and
Fifth Amendments shall be inapplicable to the property.
Participant shall have no responsibility or liability for
DAB/ses/dys/degroot.agr
March 30, 1990
3
DeGroot's performance or lack of performance of the Original
Agreement or any of the Amendments thereto.
2. Purpose of Agreement
The purpose of this Agreement is to effectuate the
Redevelopment Plan for the Southeast Industrial Park
Redevelopment Project (the "Project") by providing for the
development of the Property, which is situated within the
Southeast Industrial Park Redevelopment ,Project Area (the
"Project Area") of the Project.
This Agreement is entered into
for the purpose of developing the Property and not for
speculation in land hOlding.
The completion of the development
of the Property pursuant to this Agreement is in the vital and
best interest of the City of San Bernardino, California (the
"City") and the health, safety and welfare of its residents, and
in accord with the public purposes and provisions of applicable
state and local laws and requirements under which the Project has
been undertaken.
B.
[102]
The Redevelopment Plan
The Redevelopment Plan was approved and adopted on
June 21, 1976 by Ordinance No. 3583 of the Common Council of the
City of San Bernardino; said ordinance and the Redevelopment Plan
as so approved (the "Redevelopment Plan") are incorporated herein
by reference.
C.
[103]
The Property
The Property is that certain real property designated
on the Site Map (Attachment No.1) and described in the "Legal
DAB/ses/dys/degroot.agr
March 30, 1990
4
Descr~pt~on of the Property", wh~ch ~s attached hereto as
Attachment No. 2 and ~s ~ncorporated here~n by th~s reference.
The Property ~s that certa~n real property, t~tle to
wh~ch ~s held by the Part~c~pant.
D.
[104]
Part~es to the Agreement
1.
[105]
The Agency
The Agency ~s a pub1~c body, corporate and
po1~tic, exercising governmental functions and powers and
organ~zed and exist~ng under Chapter 2 of the Community
Redevelopment Law of the State of Ca1~forn~a (Health and Safety
Code Sect~on 33020 et seq.). The pr~nc~pa1 off~ce of the Agency
~s located at 300 North "D" Street, San Bernard~no, Ca1~forn~a
92418.
"Agency", as used ~n th~s Agreement, ~ncludes the
Redevelopment Agency of the C~ty of San Bernard~no, and any
ass~gnee of or successor to ~ts r~ghts, powers and
respons~b~l~t~es.
2.
[106]
DeGroot
DeGroot refers to Thedford O. DeGroot and
Jacquel~ne M. DeGroot.
The pr~nc~pa1 place of bus~ness of
DeGroot for purposes of th~s Agreement is 810 N. Waterman Ave.,
San Bernard~no, CA 92410.
3.
[107]
The Part~c~pant
The Part~c~pant ~s R~verv~ew Development Partners,
L.P., a Ca1~forn~a Corporat~on.
The pr~nc~pal off~ce and
ma~l~ng address of the Part~c~pant for purposes of th~s
DAB/ses/dys/degroot.agr
March 30, 1990
5
Agreement is 6200 Box Springs Blvd., Suite B, Riverside, CA
92507, Attention: Robert W. Guth.
The Participant qualifies as an owner participant
pursuant to the Redevelopment Plan and rules promulgated
pursuant thereto pertaining to owner participation.
4.
[108]
Prohibition Against Change in
Ownership, Management and Control of
the Participant
The qualifications and identify of the
Participant are of particular concern to the City and the
Agency. It is because of those qualifications and identity that
the Agency has entered into this Agreement with the Participant.
No voluntary or involuntary successor in interest of the
Participant shall acquire any rights or powers under this
Agreement except as expressly set forth herein.
The Participant shall not assign all or any part
of this Agreement or any rights hereunder without the prior
written approval of the Agency, which approval the Agency may
grant, withhold or deny at its discretion. In the event of such
transfer or assignment:
(1) the assignee shall expressly assume
the obligations of the Participant pursuant to this Agreement in
writing satisfactory to the Agency; (2) the original Participant
shall remain fully responsible for the performance and liable for
the obligations of the Participant pursuant to this Agreement;
and (3) any guarantees provided to assure the performance of the
Participant's obligations under this Agreement shall remain in
full force and effect.
DAB/ses/dys/degroot.agr
March 30, 1990
6
In the absence of specific written agreement by
the Agency, no such transfer, assignment or approval by the
Agency, shall be deemed to relieve the Participant or any other
party from any obligation under this Agreement.
All of the terms, covenants and conditions of
this Agreement shall be binding upon and shall inure to the
benefit of the Participant and the permitted successors and
assigns of the Participant.
Whenever the tefm "Participant" is
used herein, such term shall include any other permitted
successors and assigns as herein provided.
II. [200] DISPOSITION OF THE SITE
A.
[201]
Vesting and Transfer of Title to the
Site
1. The Property was conveyed by the Agency to
DeGroot, subject to a right of reentry of the Agency. As of the
date of this Agreement title to the property is vested in the
DeGroot subject to that right of reentry.
2. DeGroot proposes that, upon satisfying the
"Condi tions Precedent" (as set forth in Section 202 of this
Agreement), it shall convey title to the Property to the Agency
for immediate conveyance to the Participant.
Such conveyance
shall be effected by grant deed in the form of the "Grant Deed",
which is attached hereto as Attachment No. 7 and is incorporated
herein by reference.
The terms and conditions of such sale are
as follows:
(a) The total purchase price payable by the
Participant shall be the amount of $90.000.00
) (The
DAB/ses/dys/degroot.agr
March 30, 1990
7
"Participant Purchase Price").
The Participant Purchase Price
shall be credited to the benefit of DeGroot, subject to the
limitations hereinafter set forth in this Section 201;
(b) escrow and title costs shall be borne
between DeGroot and Participant without contribution by Agency;
(c) The participant purchase price shall first be
applied by DeGroot (or by the escrow hOlder on behalf of
DeGroot) toward the satisfaction of the fol~owing obligations:
exceptions
,
and
as set forth in the
"Preliminary Report", which is attached hereto as Attachment No.
8 and is incorporated herein by reference (The "Obligations");
(d) in the event any moneys remain available to
DeGroot from the Participant Purchase Price after payment of the
Obligations, such excess moneys shall be paid to DeGroot to
compensate for his investment ("Investment Costs").
Total
compensation under paragraph (c) and (d) of this paragraph
II.A.2. shall not exceed One Hundred Seven Thousand One Hundred
Twenty Eight Dollars and Seven Cents ($107,128.07);
(e) in the event any moneys remain available to
DeGroot from the Participation Purchase Price after payment of
the Obligations and the Investment Costs, such excess moneys
shall be paid to Agency and may be applied to any lawful purpose
of Agency.
DeGroot shall instruct the escrow holder consistent
with these provisions, and Participant herewith gives its consent
to such disposition of the Participation Purchase Price;
DAB/ses/dys/degroot.agr
March 30, 1990
8
(f) at such time as the conditions precedent
have been satisfied and escrow is prepared to close, the escrow
holder shall record first the Grant Deed (Attachment No.6),
conveying the property from DeGroot to Agency, then the Grant
Deed (Attachment No.7) conveying the property from Agency to
Participant.
DeGroot represents and warrants that the matters
set forth in this part 2 of Section 201 are true and correct; the
foregoing representations and warranties shal~ service the close
of escrow.
B.
[202]
Conditions Precedent
The following are conditions precedent to the
conveyance of the property by DeGroot to Agency, and thereupon
by Agency to Participant:
1. Participant shall have paid or shall have caused
to be paid to escrow all closing costs and charges which they
are respectively obligated to pay pursuant to this Agreement and
any other applicable Agreement;
2. The Participant shall have provided proof of
insurance (which may be insurance certificates) conforming to
Section 307 of this Agreement;
3. The Participant shall have obtained all building
and other permits needed to commence construction of the
Participant Improvements;
4. The Participant shall have confirmed in writing to
the Executive Director of the Agency that the surface and
subsurface conditions of the Site are satisfactory for the
DAB/ses/dys/degroot.agr
March 30, 1990
9
development of the Participant Improvements pursuant to this
Agreement; and
5. The Participant shall have provided to the Agency
a commitment letter or other proof reasonably satisfactory to
the Agency that the Participant has obtained an irrevocable
commitment of an institutional lender or other financial
institution for interim financing sufficient, in the reasonable
judgment of the Executive Director of the Age~cy, to complete the
Participant Improvements.
6. DeGroot shall have provided proof satisfactory to
the Agency and the Participant that all real property taxes
levied with respect to the property have been paid and that no
such taxes are delinquent prior to the Disposition Conveyance, or
proof that all such taxes shall be paid as part of closing.
7. DeGroot shall execute and deposit into escrow the
Grant Deed (Attachment No.6), and, along with Participant, any
documents the delivery of which is required for the conveyance of
the Property to Participant in accordance with the provisions of
this Agreement;
The foregoing conditions numbered 1 to 7 inclusive, as
set forth in this Section 202, shall collectively constitute the
"Conditions Precedent." All of the Conditions Precedent shall be
satisfied prior to the disposition of the Property by the Agency
to the Participant.
C.
[203]
Escrow
This Agreement constitutes the joint basic escrow
DAB/ses/dys/degroot.agr
March 30, 1990
10
instructions of Agency, DeGroot and Participant for the
conveyance of the Property by Agency to Participant (the
"Disposition Conveyance") immediately upon the acquisition of the
Property by the Agency from DeGroot (the "Acquisition
Conveyance" ) .
Agency and Participant shall provide such
additional escrow instructions as may be necessary, provided
that such instructions shall be consistent with this Agreement.
Any escrow holder mutually acceptable to the parties
,
(the "Escrow Agent") is hereby empowered to act under this
Agreement, and the Escrow Agent shall carry out its duties as
Escrow Agent hereunder.
Upon delivery of the Agency Deed (Attachment No.7),
and the Grant Deed (Attachment No.6), the Escrow Agent shall
cause to be recorded first the Grant Deed (Attachment No.6),
then the Agency Deed (Attachment No.7) when title can be vested
initially in Agency and immediately thereafter in Participant in
accordance with the terms and provisions of this Agreement. The
Participant shall accept conveyance of title and possession of
the Property by the time set forth in the Schedule of Performance
(Attachment No.3) subject to the satisfaction of the Conditions
Precedent.
The Escrow Agent shall cause to be paid any
applicable transfer tax with funds provided by DeGroot; provided
that Agency (in its capacity as the Escrow Agent or otherwise)
assumes no responsibility for the determination of the applicable
amount of transfer tax.
Participant and DeGroot, respectively, shall pay in
DAB/ses/dys/degroot.agr
March 30, 1990
11
escrow to the Escrow Agent the following fees, charges and costs
with respect to the Acquisition Conveyance and the Disposition
Conveyance promptly after the Escrow Agent has notified
Participant and DeGroot of the amount of such fees, charges and
costs, but not earlier than ten (10) days prior to the scheduled
date for closing the Escrow:
a. The premium for the title insurance pOlicy to be
paid by DeGroot as set forth in Section 207 o~ this Agreement;
b. Recording fees (evenly divided between DeGroot and
Participant);
c. Notary fees (evenly divided between DeGroot and
Participant);
d. Any State, County or City documentary stamps
(DeGroot);
e. Any transfer tax (DeGroot); and
f. Ad valorem taxes, if any, upon the Site for any
time prior to transfer of title (DeGroot).
The Escrow Agent is authorized to:
a. Pay, and charge Agency, DeGroot and Participant,
respectively, for any fees, charges and costs payable under this
Section 203 of this Agreement.
Before such payments or charges
are made, the Escrow Agent shall notify Agency, DeGroot and
Participant of the fees, charges and costs necessary to clear
title and close the Escrow.
b. Disburse funds and deliver the deed and other
documents to the parties entitled thereto when the conditions of
DAB/ses/dys/degroot.agr
March 30, 1990
12
this Escrow have been fulfilled by Agency, DeGroot and
Participant.
c. Record any instruments delivered through this
Escrow, if necessary or proper, to vest title in Participant in
accordance with the terms and provisions of this Agreement.
All funds received in this Escrow shall be deposited by
the Escrow Agent, with other escrow funds of the Escrow Agent in
a general escrow account or accounts with an~ state or national
bank doing business in the State of California.
Such funds may
be transferred to any other general escrow account or accounts.
All disbursements shall be made by check of the Escrow Agent.
All adjustments are to be made on the basis of a thirty (30) day
month.
All interest earned shall be credited to the benefit of
the party depositing the corresponding funds.
If the Escrow is not in condition to close on or
before the time for conveyance established in Section 204 of
this Agreement, any party who then shall have fully performed the
acts to be performed before the conveyance of title may, in
writing, demand from the Escrow Agent the return of its money,
papers or documents deposited with the Escrow Agent.
No demand
for return shall be recognized until twenty (20) days after the
Escrow Agent shall have mailed copies of such demand to the other
party or parties at the address of its or their principal place
or places of business.
Objections, if any, shall be raised by
written notice to the Escrow Agent and to the other party within
the twenty (20) day period, in which event the Escrow Agent is
DAB/ses/dys/degroot.agr
March 30, 1990
13
--
--
~
-
-
---
-
authorized to hold all money, papers and documents with respect
to the property until instructed by a mutual agreement of the
parties or by a court of competent jurisdiction.
If no written
reply to an objection is delivered to the Escrow Agent within
said twenty (20) day period, to any demand, then the Escrow Agent
shall comply with such original demand and cancel escrow
forthwith.
I f such demand and reply are complied with wi thin
such twenty (20) day period, escrow shall close in accordance
with the terms hereinabove set forth.
In the event of an objection to any demand to release
money, papers or documents, the Escrow Agent shall not be
obligated to return any such money, papers or documents except
upon the written instructions of Agency, DeGroot, and Participant
or until the party entitled thereto has been determined by a
final decision of a court of competent jurisdiction.
Any amendment to these escrow instructions shall be in
writing and signed by Agency, DeGroot, and Participant. At the
time of any amendment, the Escrow Agent shall agree to carry out
its duties as Escrow Agent under such amendment.
All communications from the Escrow Agent to Agency,
DeGroot or Participant shall be directed to the addresses and in
the manner established in Section 501 of this Agreement for
notices, demands and communications among Agency, DeGroot, and
Participant.
The liability of the Escrow Agent under this
Agreement, insofar as it acts in the capacity of escrow holder
DAB/ses/dys/degroot.agr
March 30, 1990
14
...--
.....
and without limitation to its responsibility or liability insofar
as it may act in another capacity, is limited to performance of
the obligations imposed upon it under Sections 203 to 209, both
inclusive, of this Agreement.
D.
[204]
Conveyance of Title and Delivery of
Possession
Subject to any extensions of time mutually agreed upon
among Agency, DeGroot, and Participant, the Acquisition
Conveyance and the Disposition Conveyance shall be completed on
or prior to the date specified therefore in the Schedule of
Performance (Attachment NO.3). Said Schedule of Performance is
subject to revision from time to time as mutually agreed upon in
writing among Participant and Agency.
DeGroot's agreement shall
not be required for revision of the Schedule of Performance
following recordation of the Disposition Conveyance.
Participant shall accept title and possession on or
before the date established in the Schedule of Performance
(Attachment No.3) for the Disposition Conveyance provided all
conditions to performance by Participant found in the Sale Escrow
have been satisfied.
E.
[205]
Form of Deed for the Disposition
Conveyance
Subject to the requirements of Section 201, and all
applicable terms and conditions of this Agreement, and subject
to acquisition of the Property by Agency, Agency shall convey to
Participant title to the Property in the condition provided in
Section 206 of this Agreement by grant deed in the form of the
DAB/ses/dys/degroot.agr
March 30, 1990
15
Agency Deed (Attachment No.7).
F.
[206 ]
Condition of Title
Subject to the requirements of Section 201, and all
applicable terms and conditions of this Agreement. Agency shall
convey to Participant title to the Property in the same condition
as received by the Agency, but also subject to any restrictions
or limitations imposed by this Agreement, the Redevelopment Plan,
the provisions contained in the Agency Deed .(Attachment No.7),
and such other exceptions to which Participant may consent. As
of the conveyance to the Agency, the Property shall be conveyed
free of possession by any third party.
The parties shall act reasonably in evaluation of
any exceptions and encumbrances and shall act diligently and
promptly to conform the condition of title to that required for
the Participant to proceed with development of the Participant
Improvements.
Notwithstanding the foregoing portion of this
Section 206, in no event shall Agency be required to remove any
liens, encumbrances, or limitations upon title present as of the
Acquisition Conveyance.
Participant assumes full responsibility for causing the
preparation and recordation of any parcel maps or subdivision
maps as may from time to time be necessary to cause the Property
to conform to applicable enactments regulating the division of
land.
G.
[207]
Title Insurance
Concurrently with recordation of the Agency Deed
DAB/ses/dys/degroot.agr
March 30, 1990
16
(Attachment NO.7), any mutually acceptable title insurer (the
"Title Company") shall provide and deliver to Participant a title
insurance pOlicy issued by the Title Company insuring that the
title to the Property is vested in Participant in the condition
required by Section 206 of this Agreement.
The Title Company
shall provide the Agency with a copy of such title pOlicy. All
costs incurred for or related to such title insurance shall be
borne by DeGroot.
H.
[208]
Taxes and Assessments
Ad valorem taxes and assessments, if any, on the
property, levied, assessed or imposed for any period commencing
prior to the Acquisition Conveyance shall be the responsibility
of DeGroot, and shall be paid through escrow. Any of such taxes
imposed after the Disposition Conveyance shall be borne by
Participant.
Participant stipulates (for the benefit of Agency) that
the valuation of the Property, improvements, and personal
property thereon for purposes of assessment for property taxes as
of the scheduled completion of improvements and thereafter shall
not be less than Three Hundred Thousand Dollars ($300,000.00)
(the "Minimum Assessment Amount").
Participant covenants and
warrants that it shall not challenge any valuation (for property
tax purposes) by the County Assessor of the Property,
improvements, and personal property thereon on the basis that
such valuation should be less than such Minimum Assessment
Amount.
DAB/ses/dys/degroot.agr
March 30, 1990
17
In the event the assessed valuation achieved for the
Property and improvements thereon (including the assessed
valuation on the unsecured roll and the secured roll) is below
the Minimum Assessment Amount, Participant shall, in addition to
its payment of property taxes to the Tax Collector, pay to the
Agency as "In Lieu Property Taxes" an amount equal to one percent
(1%) of the difference between the Minimum Assessment Amount and
the valuation actually achieved; such amount ~hall be payable in
semi-annual installments at each time payment of property taxes
is due, and shall be paid retroactive to the date of this
Agreement.
I.
[209]
Condition of the Site
Participant assumes all risk and responsibility for any
demolition and clearance of the Property as necessary for the
provision of Participant Improvements.
Participant assumes all
risk and responsibility as to the suitability of the Property for
the proposed development.
Agency makes no representations or
warranties concerning the Property, its suitability for the use
intended by the Participant, or the surface or subsurface
conditions of the Property.
If the soil or other surface or
subsurface conditions of the Property are not in all respects
entirely suitable for the use or uses to which the Property will
be put as of the disposition of the Property, Participant shall
not be excused from further performance under this Agreement and
it shall be the responsibility and obligation of Participant and
not Agency to take such action as may be necessary to place the
DAB/ses/dys/degroot.agr
March 30, 1990
18
Property in a condition entirely suitable for the commencement,
development, and completion of the Participant Improvements.
III. [300]
DEVELOPMENT
A.
[301]
Development by Participant
Participant and Agency agree that the central purpose
of this Agreement is to provide for the development of the
Property in a manner consistent with the Redevelopment Plan.
Participant shall develop on the Property a Twenty Thousand
(20,000) square foot building as part of the Participant
Improvements.
1.
[302]
Scope of Development
The Property shall be developed by Participant as
provided in the "Scope of Development", which is attached hereto
as Attachment No. 4 and is incorporated herein.
The development shall include any plans and
specifications submitted to Agency for approval, and shall
incorporate or show compliance with all applicable mitigation
measures and entitlements.
2.
[303]
Design Concept Drawings
By the respective times set forth therefor in the
Schedule of Performance (Attachment NO.3), Participant shall
prepare and submit to the City of San Bernardino ("The City") for
its approval Design Concept Drawings and related documents
containing the overall plan for development of the Property. The
Property shall be developed as established in this Agreement and
such documents, except as changes may be mutually agreed upon
DAB/ses/dys/degroot.agr
March 30, 1990
19
between Participant and Agency. Any such changes shall be within
the limitations of the Scope of Development (Attachment No.4).
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
architectural review and written approval.
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 of, 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.
5.
[306]
Construction Schedule
Participant shall promptly begin and thereafter
diligently prosecute to completion the construction of the
DAB/Ses/dys/degroot.agr
March 30, 1990
20
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
limitations set forth in this Agreement.
6.
[307]
Bodily Injury and Property Damage
Insurance
Participant shall defend, assume all
responsibility for and hold the Agency, the City, and their
respective officers, agents and employees, harmless from, all
claims or suits for, and damages to, property and injuries to
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 ($1,000,000) combined single limit policy,
including contractual public liability, as shall protect
Participant, City and Agency from claims for such damages until
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
DAB/ses/dys/degroot.agr
March 30, 1990
21
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
officers, agents, and employees as additional insureds under the
pOlicy. The certificate by the insurance carrier shall contain a
statement of obligation on the part of the carrier to notify City
and the Agency of any material change, cancellation or
termination of the coverage at least thirty (30) days in advance
of the effective date of any such material change, cancellation
or termination. Coverage provided hereunder by Participant shall
be primary insurance and not contributing with any insurance
maintained by Agency or City, and the policy shall contain such
an endorsement.
The insurance pOlicy or the certificate of
insurance shall contain a waiver of subrogation for the benefit
of the City and Agency.
Participant shall also furnish or cause to be
furnished to Agency evidence satisfactory to Agency that any
contractor with whom it has contracted for the performance of
work on the Property or otherwise pursuant to this Agreement
carries 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
Property, Participant shall, at its own expense, secure or cause
to be secured any and all permits which may be required by the
DAB/ses/dys/degroot.agr
March 30, 1990
22
City or any other governmental agency affected by such
construction, development or work.
8.
[309]
Rights of Access
For the purpose of assuring compliance with this
Agreement, representatives of Agency and the City shall have the
right of access to the Property, without charges or fees, at
normal construction hours during the period of construction for
the purposes of this Agreement, including, b~t not limited to,
the inspection of the work being performed in constructing the
improvements, so long as they comply with all safety rules. Such
representatives of Agency or of the City shall be those who are
so identified in writing by the Executive Director of Agency.
Agency shall hold the Participant harmless from any bodily injury
or related damages arising out of the activities of Agency and
the City as referred to in this Section 309 and resulting from
the gross negligence or willful misconduct of the City or Agency.
This Section 309 shall not be deemed to diminish or limit any
rights which the City or Agency may have by operation of law
irrespective of this Agreement.
9.
[310]
Local, State and Federal Laws
Participant shall carry out the construction of
the Participant Improvements and all related activities on the
Property in conformity with all applicable laws, including all
applicable federal and state labor standards; provided, however,
participant and its contractors, successors, assigns,
transferees, and lessees are not waiving their rights to contest
DAB/ses/dys/degroot.agr
March 30, 1990
23
-~
any such laws, rules or standards.
10. [311]
Antidiscrimination During Construction
Participant, for itself and successors and
assigns, agrees that in the construction of the improvements
provided for in this Agreement, Participant shall not
discriminate against any employee or applicant for employment
because of race, color, creed, religion, age, sex, marital
status, handicap, national origin or ancestry.
B.
[312]
Taxes, Assessments, Encumbrances and Liens
Prior to issuance of a Certificate of Completion with
respect to all of the Participant Improvements pursuant to this
Agreement, Participant shall not place or allow to be placed on
the Property or any part thereof any mortgage, trust deed,
encumbrance or lien other than as expressly allowed by this
Agreement.
Participant shall remove or have removed any levy or
attachment made on any of the Property or any part thereof, or
assure the satisfaction thereof within a reasonable time but in
any event prior to a sale thereunder.
c.
[313]
Prohibition Against Transfer of the Property,
the BUildings or Structures Thereon and
Assignment of Agreement
Participant shall not, except as permitted by this
Agreement, without the prior written approval of Agency, make any
total or partial sale, transfer, conveyance, assignment or lease
of whole or any part of the Property or of the buildings or
structures on the Property. This prohibition shall not be deemed
to prevent a transfer expressly permitted pursuant to Section 107
DAB/ses/dys/degroot.agr
March 30, 1990
24
of this Agreement, or the granting of temporary or permanent
easements or permits to facilitate the development of the
Property.
D.
[314 ]
Mortgage, Deed of Trust, Sale and Lease-Back
Financing; Rights of Holders
1.
[315]
No Encumbrances Except Mortgages, Deeds
of Trust, or Sale and Lease-Back for
Development
Mortgages, deeds of trust and sales and leases-
back are to be permitted before completion of 'the construction of
the 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
Property, 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 319 and 320 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
lender shall be deemed approved unless rejected in writing by the
Agency within fifteen (15) days after written notice thereof is
received by the Agency. The form of approval by Agency shall be
DAB/ses/dys/degroot.agr 25
March 30, 1990
in writing which references this Section 315, executed by the
Executive Director of the Agency.
2.
[316]
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
provisions of this Agreement to construct or complete the
Participant Improvements or to guarantee such construction or
completion; nor shall any covenant or any other provision in the
deed for the Property be construed so to obligate such holder.
Nothing in this Agreement shall be deemed to construe, permit or
authorize any such holder to devote the Property to any uses or
to construct any improvements thereon, other than those uses or
Participant Improvements provided for or authorized by this
Agreement.
3.
[317]
Notice of Default to Mortgagee or Deed
or Trust Holders; Right to Cure
With respect to any mortgage or deed of trust
granted by Participant as provided herein, whenever Agency shall
deliver any notice or demand to Participant with respect to any
breach or default by Participant in completion of construction of
the Participant Improvements, Agency shall at the same time
deliver to each hOlder of record of any mortgage or deed of trust
authorized by this Agreement a copy of such notice or demand.
Each such hOlder shall (insofar as the rights of Agency are
concerned) have the right, at its option, within thirty (30) days
after the receipt of the notice, to cure or remedy or commence to
DAB/ses/dys/degroot.agr
March 30, 1990
26
cure or remedy any such default and to add the cost thereof to
the mortgage debt and the lien of its mortgage.
Nothing
contained in this Agreement shall be deemed to permit or
authorize such hOlder to undertake or continue the construction
or completion of the Participant Improvements (beyond the extent
necessary to conserve or protect the Participant Improvements or
construction already made) without first having expressly assumed
the Participant's obligations to Agency by:written agreement
satisfactory to Agency. The hOlder, in that event, must agree to
complete, in the manner provided in this Agreement, the
Participant Improvements to which the lien or title of such
hOlder relates, and submit evidence satisfactory to Agency that
it has the qualifications and financial responsibility necessary
to perform such obligations. Any such hOlder properly completing
such Participant Improvements shall be entitled, upon compliance
with the requirements of Section 321 of this Agreement, to a
Certificate of Completion (as therein defined).
4.
[318]
Failure of Holder to Complete
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 Property 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
by payment to the hOlder of the amount of the unpaid mortgage or
DAB/ses/dys/degroot.agr
March 30, 1990
27
-
~
-
deed of trust debt, including principal and interest and all
other sums secured by the mortgage or deed of trust.
If the
ownership of the Property or any part thereof has vested in the
holder, Agency, if it so desires, shall be entitled to a
conveyance from the holder to Agency upon payment to the hOlder
of an amount equal to the sum of the following:
a. The unpaid mortgage or deed trust debt at the
time title became vested in the holder (less
all appropriate credits, including those
resulting from collection and application of
rentals and other income received during
foreclosure proceedings);
b. All expenses with respect to foreclosure;
c. The net expense, if any (exclusive of general
overhead), incurred by the hOlder as a direct
result of the subsequent management of the
Property or part thereof;
d. The costs of any Participant Improvements
made by such hOlder; and
e. An amount equivalent to the interest that
would have accrued on the aggregate of such
amounts had all such amounts become part of
the mortgage or deed of trust debt and such
debt had continued in existence to the date
of payment by Agency; less
f. Any income derived by the lender from
DAB/ses/dys/degroot.agr
March 30, 1990
28
-
.....
~
-
~
~~
operations conducted on the Property (the
receipt of principal and interest payments in
the ordinary course of business shall not
constitute income for the purposes of this
subsection (f)).
The foregoing portion of this Section 318 shall be
in addition to and shall not limit rights or remedies available
to Agency by virtue of its ownership of the P~operty.
5.
[319]
Right of the Agency to Cure Mortgage or
Deed of Trust Default
In the event of a mortgage or deed of trust
default or breach by Participant prior to the completion of any
part thereof and the hOlder of any mortgage or deed of trust has
not exercised its option to construct, Agency may cure the
default.
In such event, Agency shall be entitled to
reimbursement from Participant of all proper costs and expenses
incurred by Agency in curing such default.
E.
[320]
Right of Agency to Satisfy Other Liens on the
Site After Title Passes
Prior to the completion of construction of the
Participant Improvements, and after Participant has had written
notice and has failed after a reasonable time, but in any event
not less than fifteen (15) days, to challenge, cure, adequately
bond against, or satisfy any liens or encumbrances on the
Property which are not otherwise permitted under this Agreement,
Agency shall have the right but no obligation to satisfy any such
liens or encumbrances.
DAB/ses/dys/degroot.agr
March 30, 1990
29
..
-
~
-
-
F.
[321]
Certificate of Completion
Promptly after completion of all Participant
Improvements in conformity with this Agreement, Agency shall
furnish Participant with a Certificate of Completion (Attachment
NO.5) upon written request therefor by Participant.
Agency
shall not unreasonably withhold any such Certificate of
Completion.
The Executive Director may execute such Certificate
of Completion on behalf of Agency.
Such Certificate of
Completion shall be a conclusive determination of satisfactory
completion of the construction required by this Agreement upon
the Property and the Certificate of Completion shall so state.
Agency may also furnish Participant with a Certificate of
Completion for portions of the improvements upon the Property as
they are properly completed and ready to use if Participant is
not in default under this Agreement. After recordation of such
Certificate of Completion, any party then owning or thereafter
purchasing, leasing or otherwise acquiring any interest in the
Property or the Participant Improvements shall not (because of
such ownership, purchase, lease or acquisition), incur any
obligation or liability under this Agreement except that such
party shall be bound by any covenants contained in the documents
establishing covenants on the Property in accordance with the
provisions of Section 401 of this Agreement which shall be
applicable according to its terms.
If the Agency refuses or fails to furnish a Certificate
of Completion for the Property, or part thereof, after written
DAB/ses/dys/degroot.agr
March 30, 1990
30
- --
request from Participant, the Agency shall, within thirty (30)
days of written request therefor, provide Participant with a
written statement of the reasons Agency refused or failed to
furnish a Certificate of Completion.
The statement shall also
contain Agency's opinion of the actions that Participant must
take to obtain a Certificate of Completion.
If the reason for
such refusal is confined to the immediate availability of
specific items of materials for landscaping,:Agency will issue
its Certificate of Completion upon the posting of a bond by the
Participant with Agency in an amount representing the value of
the work not yet completed.
If Agency shall have failed to
provide such written statement within said thirty (30) day
period, Participant shall be deemed entitled to the Certificate
of Completion.
Such Certificate of Completion shall not constitute
evidence of compliance with or satisfaction of any obligation of
the Participant to any hOlder of any mortgage, or any insurer of
a mortgage securing money loaned to finance the Participant
Improvements, or any part thereof.
Such Certificate of
Completion is not a notice of completion as referred to in the
California Civil Code, Section 3093.
III. [400]
USE OF THE SITE
A.
[401 ]
Uses
Participant covenants and agrees for itself, its
successors, its assigns, and every successor in interest to the
Property or any part thereof, that during construction and
DAB/ses/dys/degroot.agr
March 30, 1990
31
thereafter, Participant and such successors and such assignees,
shall devote the Property to the uses specified in the
Redevelopment Plan as may be amended from time to time for the
periods of time specified therein.
The Participant further
covenants and warrants that Participant shall develop a building
on the Property in accordance with the Scope of Development
(Attachment No.4). Participant covenants to develop and operate
the Property (or cause it to be operated) in :conformity with all
applicable laws.
The foregoing covenants shall run with the
land.
Participant covenants by and for itself and any
successors in interest that there shall be no discrimination
against or segregation of any person or group of persons on
account of race, color, creed, religion, sex, marital status,
age, handicap, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the
Property, nor shall Participant itself or any person claiming
under or through it establish or permit any such practice or
practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees of the Property. The
foregoing covenants shall run with the land.
Participant shall refrain from restricting the rental,
sale or lease of the Property on the basis of race, color, creed,
religion, sex, marital status, handicap, national origin or
ancestry of any person.
All such deeds, leases or contracts
DAB/ses/dys/degroot.agr
March 30, 1990
32
-
shall contain or be subject to substantially the following
nondiscrimination or non-segregation clauses:
1. In deeds: "The grantee herein covenants by and for
himself or herself, his or her heirs, executors,
administrators and assigns, and all persons
claiming under or through them, that there shall
be no discrimination against or segregation of,
any person or group of persons ,on account of race,
color, creed, religion, sex, marital status, age,
handicap, national origin or ancestry in the sale,
lease, sublease, transfer, use, occupancy, tenure
or enjoyment of the land herein conveyed, nor
shall the grantee himself or herself or any person
claiming under or through him or her, establish or
permit any such practice or practices of
discrimination or segregation with reference to
the selection, location, number, use or occupancy
of tenants, lessees, subtenants, sublessees or
vendees in the land herein conveyed. The
foregoing covenants shall run with the land."
2.
In leases:
"The lessee herein covenants by and
for 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:
DAB/ses/dys/degroot.agr
March 30, 1990
33
--
-
"There shall be no discrimination against or
segregation of any person or group of persons on
account of race, color, creed, religion, sex,
marital status, handicap, age, ancestry or
national origin in the leasing, subleasing,
transferring, use, occupancy, tenure or enjoyment
of the premises herein leased nor shall the lessee
himself or herself, or any person claiming under
or through him or her, establish or permit any
such practice or practices of discrimination or
segregation with reference to the selection,
location, number, use or occupancy of tenants,
lessees, sublessees, subtenants or vendees in the
premises herein leased."
3.
In contracts:
"There shall be no discrimination
against or segregation of, any person, or group of
persons on account of race, color, creed,
religion, sex, marital status, age, handicap,
ancestry or national origin, in the sale, lease,
sublease, transfer, use, occupancy, tenure or
enjoyment of the premises, nor shall the
transferee himself or herself or any person
claiming under or through him or her, establish or
permit any such practice or practices of
discrimination or segregation with reference to
the selection, location, number use or occupancy
DAB/ses/dys/degroot.agr 34
March 30, 1990
~ --
of tenants, lessees, subtenants, sub lessees or
vendees of the premises."
B.
[402]
Maintenance of the Property
Participant shall maintain the Participant Improvements
and all other improvements on the Property and shall keep the
Property free from any accumulation of debris or waste materials.
Participant further agrees to maintain the Property in
a neat and attractive manner until con'struction of the
improvements described in this Agreement is complete so as not
to, in the reasonable determination of an officer of the City, be
a public nuisance, or be detrimental to the health, safety and
welfare, or impair value of property within one thousand (1,000)
feet of the Property, and agrees that in the event Participant
fails to do so, Agency may enter upon the Property for the
purposes of performing necessary and desirable maintenance, that
Participant will be responsible for the cost of any such
maintenance undertaken by Agency, which shall be paid within
thirty (30) days after receipt by Participant of written demand
therefor. In the event Participant acquires fee title to the
Property, Participant agrees to prepare and record Covenants,
Conditions and Restrictions approved by Agency, consistent with
this Section 402 including the maintenance responsibilities
outlined in this Agreement which may not be amended nor revoked
without the approval of Agency.
Participant shall also maintain the landscaping
required to be planted under the Scope of Development (Attachment
DAB/Ses/dys/degroot.agr
March 30, 1990
35
NO.4) in a healthy condition.
If, at any time, Participant
fails to maintain said landscaping, and said condition is not
corrected after expiration of thirty (30) days from date of
written notice from Agency, either Agency may perform the
necessary landscape maintenance and Participant shall pay such
costs as are reasonably incurred for such maintenance.
Issuance of a Certificate of Completion by Agency shall
not affect Participant's obligations under th~s Section.
C.
[403]
Rights of Access
Agency, for itself and for the City and other public
agencies, at their sole risk and expense, reserves the right to
enter the Property or any part thereof at all reasonable times
for the purpose of construction, reconstruction, maintenance,
repair or service of any public improvements or public facilities
located on the Property. Any such entry shall be made only after
reasonable notice to Participant, and Agency shall indemnify and
hold Participant harmless from any costs, claims, damages or
liabilities pertaining to any entry. This Section 403 shall not
be deemed to diminish or limit any rights which the City or
Agency may have by operation of law irrespective of this
Agreement.
D.
[404]
Effect of Violation of
Provisions of this Agreement
of Construction
the Terms and
After Completion
The covenants established in this Agreement and the
deeds shall, without regard to technical classification and
designation, be binding for the benefit and in favor of Agency,
DAB/ses/dys/degroot.agr
March 30, 1990
36
its successors and assigns, as to those covenants which are for
its benefit.
The covenants contained in this Agreement shall
remain in effect until the termination date of the Redevelopment
Plan. The covenants against racial discrimination shall remain
in perpetuity.
Agency is deemed the beneficiary of the terms and
provisions of this Agreement and of the covenants running with
the land, for and in its own rights and ~or the purposes of
protecting the interests of the community and other parties,
public or private, in whose favor and for whose benefit this
Agreement and the covenants running with the land have been
provided. The Agreement and the covenants shall run in favor of
Agency, without regard to whether Agency has been, remains or is
an owner of any land or interest therein in the Property or in
the Project Area. Agency shall have the right, if the Agreement
or covenants are breached, to exercise all rights and remedies,
and to maintain any actions or suits at law or in equity or other
proper proceedings to enforce the curing of such breaches to
which it or any other beneficiaries of this Agreement and
covenants may be entitled.
V.
[500]
GENERAL PROVISIONS
A.
[501]
Notices, Demands and Communications Between
the Parties
Written notices, demands and communications between
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
DAB/ses/dys/degroot.agr
March 30, 1990
37
prepaid, return receipt requested, to the principal offices of
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
if delivered by registered or certified mail.
B.
[502]
Conflicts of Interest; Nonliability
No member, official or employee of Agency shall have
any personal interest, direct or indirect, in this Agreement. No
member, official or employee shall participate in any decision
relating to the Agreement which affects his personal interests or
the interests of any corporation, partnership or association in
which he is directly or indirectly interested.
No member,
official or employee of Agency shall be personally liable to
Participant, or any successor in interest, in the event of any
default or breach by Agency or Participant, or for any amount
which may become due to Participant or its successor or on any
obligations under the terms of this Agreement.
Participant represents and warrants that it has not
paid or given, and shall not payor give, any third party any
money or other consideration for obtaining this Agreement.
C.
[503]
Enforced Delay; Extension of Times of
Performance
In addition to specific provisions of this Agreement,
DAB/ses/dys/degroot.agr
March 30, 1990
38
-- ~
~
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
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 run from the time of the
commencement of the cause, if notice by the party claiming such
extension is sent to the other party within thirty (30) days of
the Commencement of the cause.
Times of performance under this
Agreement may also be extended in writing by the mutual agreement
of Agency and Participant.
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 Property.
D.
[504]
Inspection of Books and Records
Agency has the right at all reasonable times to inspect
DAB/ses/dys/degroot.agr
March 30, 1990
39
the books and records of Participant pertaining to the Property
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
503, failure or delay by any party to perform any term or
provision of this Agreement constitutes a default under this
Agreement.
The party who so fails or delays must immediately
commence to cure, correct, or remedy such failure or delay, and
shall complete such cure, correction or remedy with diligency.
The injured party shall give written notice of default
to the party in default, specifying the default complained of by
the injured party. Except as required to protect against further
damages, and except for Sections 317 and 319 of this Agreement,
the injured party may not institute proceedings against the party
in default until thirty (30) days after giving such notice.
Failure or delay in giving such notice shall not constitute a
waiver of any default, nor shall it change the time of default.
B.
[602]
Legal Actions
1.
[603]
Institution of Legal Actions
In addition to any other rights or remedies
hereunder, Agency or Participant may institute legal action to
cure, correct or remedy any default, to recover damages for any
DAB/ses/dys/degroot.agr
March 30, 1990
40
default, or to obtain any other remedy consistent with the
purpose of this Agreement. Any legal actions initiated pursuant
to this Agreement or otherwise with respect to its subject matter
must be instituted in the Superior Court of the County of San
Bernardino, State of California, in an appropriate municipal
court in that county, or in the Federal District Court in the
Central District of California as appropriate.
2.
[604]
Applicable Law
The laws of the State of California shall govern
the interpretation and enforcement of this Agreement.
3.
[605]
Acceptance of Service of Process
In the event that any legal action is commenced by
Participant against Agency, service of process on Agency shall be
made by personal service upon the Executive Director or in such
other manner as may be provided by law.
In the event that any legal action is commenced by
any party against Participant, service of process on such party
shall be made by personal service upon Participant or in such
other manner as may be provided by law, and shall be valid
whether made within or without the State of California.
C.
[606]
Rights and Remedies Are Cumulative
Except as otherwise expressly stated in this
Agreement, the rights and remedies of the parties are cumulative,
and the exercise by any party of one or more of such rights or
remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same
DAB/Ses/dys/degroot.agr
March 30, 1990
41
default or any other default by any other party.
D.
[607]
Inaction Not a Waiver of Default
Any failures or delays by any party in asserting any of
its rights and remedies as to any default shall not operate as a
waiver of any default or of any such rights or remedies, or
deprive any party of its right to institute and maintain any
actions or proceedings which it may deem necessary to protect,
assert or enforce any such rights or remedies.
E.
[608]
Remedies and Rights of Termination Prior to
Disposition
1.
[609]
Damages Prior to Disposition
If any party defaults with regard to any of the
provisions of this Agreement, the non-defaulting party shall
serve written notice of such default upon the other parties. If
the default is not cured or commenced to be cured by the
defaulting party within thirty (30) days after service of the
notice of default (or within such other period as is set forth
herein), the defaulting party shall be liable to the other party
or parties for any damages caused by such default.
2.
[610]
Specific Performance
If any party defaults under any of the provisions
of this Agreement, a non-defaulting party shall serve written
notice of such default upon the defaulting party (with a copy to
the other party). If the default is not cured by the defaulting
party within thirty (30) days of service of the notice of
default, or such other time limit as may be set forth herein with
respect to such default, any non-defaulting party at its option
DAB/ses/dys/degroot.agr
March 30, 1990
42
may thereafter (but not before) commence an action for specific
performance of the terms of this Agreement.
3.
[611]
Termination by the Participant
In the event that prior to the time established
therefor by this Agreement (and if no time is established
therefor, then by the time established by this Agreement for the
satisfaction of the Conditions Precedent):
(a) the Conditions Precedent are not satisfied by
the time established therefor in the Schedule of Performance
(Attachment No.3), and such failure is not caused or contributed
to by Participant; or
(b) DeGroot or Agency does not tender conveyance
of the Property or possession thereof, in the manner and
condition, and by the date provided in this Agreement, and any
such failure shall not be cured within thirty (30) days after
the date of written demand therefor by Participant;
then this Agreement may, at the option of Participant, be
terminated by written notice thereof to Agency and DeGroot. Upon
such termination, neither Agency, Participant nor DeGroot shall
have any further rights against or liability to the other, nor
shall any party have rights against or liability to the other
parties under the Agreement with respect to the Property or the
subject matter of this Agreement provided that in such event the
Original Agreement and the First, Second, Third, Fourth and Fifth
Amendments shall remain in full force and effect.
DAB/ses/dys/degroot.agr
March 30, 1990
43
-
-
~
4.
[612]
Termination by DeGroot
In the event that:
(a) the Conditions Precedent are not satisfied
by the time established therefor in the Schedule of Performance
(Attachment No.4), and such failure is not caused or contributed
to by DeGroot; or
(b) Participant fails to deposit the
Participation Purchase Price into escrow by the time established
in this Agreement for the Acquisition Conveyance, and any such
failure shall not be cured within thirty (30) days after the date
of written demand therefor by DeGroot or Agency;
then this Agreement may, at the option of DeGroot, be terminated
by written notice thereof to Agency and Participant.
Upon such
termination, neither Agency nor Participant shall have any
further rights against or liability to the other, nor shall
Participant or DeGroot have rights against or liability to the
other under the Agreement with respect to the Property; provided
that in such event the Original Agreement, the First, Second,
Third, Fourth and Fifth Amendments shall remain in full force and
effect.
In the event of the failure or default by Agency with
respect to any event set forth in Section 611(a) or 611(b) above,
said right of termination provided in section 612 shall be
DeGroot's sole remedy.
Upon termination of this Agreement, all
monies or documents deposited by any party into escrow shall be
returned to the party making such deposit.
DAB/Ses/dys/degroot.agr
March 30, 1990
44
~
~
-
5.
[613]
Termination by the Agency
In the event that prior to the time established
therefor by this Agreement (and if no time is established
therefor, then by the time established by this Agreement for the
satisfaction of the Conditions Precedent):
(a) Participant (or any successor in interest)
assigns or attempts to assign the Agreement or any rights therein
or in the Property in violation of this Agreement; or
(b) There is a change in the, ownership of
Participant contrary to the provisions of Section 107 hereof; or
(c) Participant does not submit certificates of
insurance, construction plans, drawings and related documents as
required by this Agreement, in the manner and by the dates
respectively provided in this Agreement therefor, and such
default or failure shall not be cured within thirty (30) days
after the date of written demand therefor by Agency; or
(d) Any Conditions Precedent are not satisfied by
the time established therefor in the Schedule of Performance
(Attachment NO.3);
then this Agreement may at the option of Agency, be terminated by
Agency by written notice thereof to Participant and DeGroot.
Upon such termination, neither Agency, Participant nor DeGroot
shall have any further rights against or liability to the other
parties, nor shall any party have rights against or liability to
any other party under the Agreement with respect to the Property
or the subject matter of this Agreement provided that in such
DAB/ses/dys/degroot.agr
March 30, 1990
45
event that the Original Agreement, the First, Second, Third,
Fourth and Fifth Amendments shall remain in full force and
effect.
F.
[614]
Remedies of the Agency and the Participant
for Default After Disposition and Prior to
Completion of Construction
1.
[615]
Damages
After the Disposition conveyance and prior to the
recordation of a Certificate of Completion with respect to all of
the Participant Improvements, if either Participant or Agency
defaults with regard to any of the provisions of this Agreement,
the non-defaulting party shall serve written notice of such
default upon the defaulting party with a copy to the remaining
party.
If the default is not cured by the defaulting party
within thirty (30) days after service of the notice of default,
the defaulting party shall be liable to the other for any damages
caused by such default.
DeGroot shall not be entitled to bring
an action for damages pursuant to this Section 615, and no
notice shall be required to be given to the DeGroot pursuant to
this Section 615.
2.
[616]
Action for Specific Performance
If either Participant or Agency defaults under any
of the provisions of this Agreement after the conveyance of Title
and prior to the recordation of a Certificate of Completion for
the Participant Improvements to be made thereon, the non-
defaulting party shall serve written notice of such default upon
the defaulting party with a copy to the remaining party. If the
DAB/Ses/dys/degroot.agr
March 30, 1990
46
default is not commenced to be cured by the defaulting party
within thirty (30) days after service of the notice of default,
the non-defaulting party at its option may institute an action
for specific performance of the terms of this Agreement. DeGroot
shall not be entitled to bring an action for specific performance
pursuant to this Section 616, and no notice shall be required to
be given to DeGroot pursuant to this Section 616.
3.
[617]
Reentry and Revesting of Title in Agency
Agency has the additional right, at its option, to
reenter and take possession of the Property, with all
improvements thereon, and terminate and revest in Agency the
estate conveyed to Participant if after conveyance of title and
prior to the issuance of the Certificate of Completion pursuant
to Section 321, Participant (or its successors in interest)
shall:
(a) Fail, within sixty (60) days after the date of
recordation of the Agency Deed (Attachment No.9), to
commence construction on the Site of the Participant
Improvements in conformity with plans and
specifications which are approved in the manner
required by this Agreement; or
(b) Abandon or substantially suspend construction of the
Participant Improvements for a period of forty-five
(45) days after written notice thereof from Agency; or
(c) Fail to complete construction of the Participant
Improvements to the condition required for the issuance
DAB/ses/dys/degroot.agr
March 30, 1990
47
of a Certificate of Completion pursuant to Section 321
within nine (9) months after the date of Commencement
of construction; or
(d) Transfer or suffer any invOluntary transfer of the
Property in violation of this Agreement.
All time periods stated in this Article 3, Paragraphs 1
and 2 above and elsewhere in this Agreement are subject to
extension by force majeure as more particularly provided in
Section 503 above.
Such right to reenter, terminate and revest shall be
subject to and be limited by and shall not defeat, render invalid
or limit:
(a) Any mortgage or deed of trust permitted by this
Agreement; or
(b) Any rights or interests provided in this Agreement for
the protection of the holders of such mortgages or deed
of trust.
Upon the revesting in Agency of title to the Property
as provided in this Section 617, Agency shall, pursuant to its
responsibilities under state law, use its best efforts to resell
the Property as soon and in such manner as Agency shall find
feasible and consistent with the objectives of such law and of
the Redevelopment Plan, as it may be amended, to a qualified and
responsible party or parties (as determined by Agency) who will
assume the obligation of making or completing the improvements,
or such other improvements in their stead as shall be
DAB/ses/dys/degroot.agr
March 30, 1990
48
satisfactory to Agency and in accordance with the uses specified
for such Property or part thereof in the Redevelopment Plan.
Upon such resale of the Property, the proceeds thereof shall be
applied:
(a) First, to satisfy the loan of the construction lender,
then to reimburse Agency, on its own behalf or on
behalf of the City, for all costs and expenses incurred
by Agency, including, but not 'limited to, any
expenditures by Agency or the City in connection with
the recapture, management and resale of the Property or
part thereof (but less any income derived by Agency
from the Property or part thereof in connection with
such management); all taxes, assessments and water or
sewer charges with respect to the Property or part
thereof which Participant has not paid (or, in the
event the Property is exempt from taxation or
assessment or such charges during the period of
ownership thereof by Agency, an amount, if paid, equal
to such taxes, assessments, or charges as would have
been payable if the Property were not so exempt); any
payments made or necessary to be made to discharge any
encumbrances or liens existing on the Property or part
thereof at the time of revesting of title thereto in
Agency, or to discharge or prevent from attaching or
being made any subsequent encumbrances or liens due to
obligations, defaults or acts of Participant, its
DAB/ses/dys/degroot.agr
March 30, 1990
49
successors or transferees; any expenditures made or
obligations incurred with respect to the making or
completion of the improvements or any part thereof on
the Site, or part thereof; and any amounts otherwise
owing Agency, Participant and their successors or
transferees; and
(b) Second, to reimburse Participant or its SUCCessor or
transferee (if applicable), up to the amount equal to
the sum of (i) the cost incurred for the acquisition
and development of the Property and for the
improvements existing on the Property at the time of
the entry and repossession, less (ii) any gains or
income withdrawn or made by the Participant from the
Property or the improvements thereon.
Any balance remaining after such reimbursements shall
be retained by Agency as its property.
The rights established in this Section 617 are to be
interpreted in light of the fact that the Property was conveyed
to Participant for development, and not for speculation in
undeveloped land.
VII. [700]
SPECIAL PROVISIONS
A.
[701]
Submission of Documents to Agency for
Approval.
Whenever this Agreement requires Participant to submit
plans, drawings or other documents to Agency for approval, which
shall be deemed approved if not acted on by Agency within the
specified time, said plans, drawings or other documents shall be
DAB/ses/dys/degroot.agr
March 30, 1990
50
accompanied by a letter stating that they are being submitted and
will be deemed approved unless rejected by Agency within the
stated time. If there is not time specified herein for such
Agency action, Participant may submit a letter requiring Agency
approval or rejection of documents within thirty (30) days after
submission to Agency or such documents shall be deemed approved.
B.
[702]
Successors In Interest
The terms, covenants, conditions a~d restrictions of
this Agreement shall extend to and shall be binding upon and
inure to the benefit of the heirs, executors, administrators,
successors and assigns of Participant.
Upon the termination of the restrictions imposed by
Section 107 of this Agreement, which terminate upon the issuance
by Agency of a Certificate of Completion with respect to all of
the Participant Improvements pursuant to this Agreement, all of
the terms, covenants, conditions and restrictions of this
Agreement which do not terminate upon the issuance of such
Certificate of Completion shall be deemed to be, and shall,
constitute terms, covenants, conditions and restrictions running
with the land.
VIII. [800] ENTIRE AGREEMENT, WAIVERS
This Agreement is executed in five (5) duplicate originals,
each of which is deemed to be an original.
This Agreement
includes pages 1 through 53 and Attachments 1 through 8, which
constitutes the entire understanding and agreement of the
parties.
DAB/ses/dys/degroot.agr
March 30, 1990
51
No private entity shall be deemed to be a third party
beneficiary with respect to any provisions of this Agreement.
This Agreement integrates all of the terms and
conditions mentioned herein or incidental hereto, and supersedes
all negotiations or previous agreements among the parties or
their predecessors in interest with respect to all or any part of
the subject matter hereof.
All waivers of the provisions of this Agreement must be
in writing by the appropriate authorities of Agency and
Participant, and all amendments hereto must be in writing by the
appropriate authorities of Agency and Participant.
Each individual signing below represents and warrants
that he has the authority to execute this Agreement on behalf of
and bind the party he purports to represent.
IX. [900]
TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY
This Agreement, when executed by Participant and delivered
to Agency, must be authorized, executed and delivered by Agency
on or before thirty (30) days after signing and delivery of this
Agreement by Participant or this Agreement shall be void, except
to the extent that Participant shall consent in writing to a
further extension of time for the authorization, execution and
delivery of this Agreement. The date of this Agreement shall be
the date when it shall have been signed by the Agency.
DAB/ses/dys/degroot.agr
March 30, 1990
52
IN WITNESS WHEREOF, Agency, Participant and DeGroot have
signed this Agreement on the respective dates set forth below.
"Agency"
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
Date:
By:
Executive Director
APPROVED AS TO PROGRAM:
By:
Redevelopment Manager
APPROVED AS TO FORM
AND LEGAL CONTENT:
Agency Counsel
"Participant"
Riverview Partners, Ltd.
Date:
By:
Its:
By:
Its:
Date:
3L30/~()
/ ,
,?/~/~o
I
Date:
9ic,-'"c~ dh 9c; ~
,~cq~el1ne M. DeGroot
DAB/ses
March 14, 1990
53
--
--
IN WITNESS WHEREOF, Agency, Participant and DeGroot have
signed this Agreement on the respective dates set forth below.
"Agency"
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
Date:
By:
Executive Director
APPROVED AS TO PROGRAM:
By:
Redevelopment Manager
APPROVED AS TO FORM
AND LEGAL CONTENT:
fJ:~
./gency Coun 1
"Participant"
Riverview Development
Partners, L.P.
Date:
By:
Its:
By:
Its:
"DeGroot"
Date:
Thedford O. DeGroot
Date:
DAB/ses/dys/degroot.agr
March 30, 1990
53
-
--
-
-= ---.....
~
IN WITNESS WHEREOF, Ageney, Partieipant and DeGroot have
signed this Agreement on the respeetive dates ..t ~orth below.
-Ageney.
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
Date:
By:
Executive Direetor
. APPROVED AS TO PROGRAM:
\
Jly:
Redevelopment ~anager
APPROVED AS TO FORM
AND LEGAL CONTENT:
Agency Counsel
I
I
i
I
i
!
,
,
I
, I
I
Date: r4:~
-Participant"
Riverview Development
Pilrtners ,LP
-DeGroot"
Date:
,:
II
Thedford O. DeGroot
Date:
3acqu.line M. DeGroot
DAB/ses
March 14, 1990
53
--
-
- --------.....-..
STATE OF CALIFORNIA )
)SS.
COUNTY OF SAN BERNARDINO )
On this 30 tJr..- day of m.-d -<A'.A./ ,in the year
/' 9 'i/l, before me, the undersigned,' a Notary pUbllc in and for _
the State of California, personally appeared ~;~~~ ~'Ai~41,~
personally known to me (or proved to me on he a o:~~~
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 acknowledged to me said Agency
executed it.
AA' ~ ~)
signature~No ary Public I
(SEAL)
OFFICIAL SEAL
MARY JO SEERY
NorARY PU.BL:C'C,ql~i\:,"IA
PRII\iCI?;,L Dl'FICf IN
SAN BERNARDINO COUNTY
My Commission Exp:res July 11, 1990
DAB/ses
March 14, 1990
54
~
-
- ----------...
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 executed the same.
WITNESS my hand and official seal.
(SEAL)
DAB/ses/dys/degroot.agr
March 30, 1990
55
STATE OF CALIFORNIA )
)SS.
COUNTY OF SAN BERNARDINO )
On ,19 ,before me, the
undersigned, a Notary Public in and for said State, perSonally
appeared Theoford O. DeGroot and Jacqueline M. DeGroot, known to
me (or proved to me on the basis of satisfactory evidence) to be
the person(s) whose name(s) are subscribed to this instrument and
acknowledged that they executed the same.
WITNESS my hand and official seal.
Notary Public in and for said State.
DAB/ses/dys/degroot.agr
March 30, 1990
56
!
,
I
---
\
I
I
,
,
\-'n
I~
ATTACHMENT N,L 1
I
I
i
I
I --
,
\
en
~
)
la
ATTACHMENT NO. 2
LEGAL DESCRIPTION
That certain parcel of land in the City of San Bernardino,
County of San Bernardino, State of California, described as
follows:
Parcel 3 of Parcel Map 5106 as per map recorded in Book 46,
page 68-69 of Parcel Maps in the Office of the County
Recorder of the County of San Bernardino, State of
California.
DAB/ses/dys/degroot.agr
March 30, 1990
4.
5.
ATTACHMENT NO. 3
1.
SCHEDULE OF PERFORMANCE
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
(sufficient time should
be allowed for possible
initial denial by
either Agency or City).
3.
Submit Completed
bUilding and grading
pl ans. Participant
will submit completed
building and grading
plans and all other
plans and documents
required by Section
304.
Obtain plan check
approval, obtain
bUilding permits and
commence construction,
Participant shall
obtain necessary plan
check approval, obtain
all building permits
and begin construction.
Complete Construction
Participant shall
complete construction
and obtain a
Certificate of
Occupancy.
DAB/ses/dys/degroot.agr
March 30, 1990
Not later than thirty (30)
days after the date of
execution and submission of
five (5) copies of this
Agreement to Agency by
Participant.
Not later than ninety (90)
days after the effective
date of this Agreement.
Not later than one hundred
eighty (180) days after the
effective date of this
Agreement.
Not later than two hundred
seventy (270) days after
the effective date of this
Agreement.
Not later than four hundred
fifty (450) days from the
effective date of this
Agreement.
ATTACHMENT NO. 4
SCOPE OF DEVELOPMENT
I. GENERAL DESCRIPTION
The Property 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 a building of
approximately 20,000 square feet and having a total value,
including land, plant and equipment of approximately three
hundred thousand dollars ($300,000.00).
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 Property 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).
The Participant shall provide parking on the Site in
conformity with all applicable City requirements.
III. DEVELOPMENT STANDARDS
The following development standards shall apply to the
Participant Improvements:
A. Setbacks. Minimum setbacks shall conform to the San
Bernardino Municipal Code (the "City Code"); and the
Redevelopment Plan.
B. Vehicular Access. The placement of vehicular driveways
shall be coordinated with the needs of proper street traffic
flow. In the interest of minimizing traffic congestion, Agency
will control the number and location of curb breaks for access to
the Property for off-street parking and truck loading.
Page 1 of 4
DAB/ses/dys/degroot.agr
March 30, 1990
~
C. Loading. Adequate loading and unloading space shall be
provided. Loading spaces visible from streets shall be
landscaped or screened to prevent an unsightly or barren
appearance. Said requirements shall also conform to the City
Code.
D. Signs. Signs shall be limited in size, subdued and
otherwise designed to contribute positively to the environment.
Signs identifying the use will be permitted, but their height,
size, location, color, lighting and design will be subject to
Agency and City approval, and signs must conform to the City
Code.
E. Screening. All outdoor storage of materials or
equipment shall be enclosed or screened to th~ extent and in the
manner required by Agency and the City. '
F. Landscaping. The Participant shall provide and
maintain landscaping within the 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 with a landscaping plan, shall be subject to
approval by the City's Planning Department prior to planting.
G. Utilities. Sewer drainage and utility lines, conduits
or systems shall not be constructed or maintained above the
ground level of the Property 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,
Page 2 of 4
DAB/ses/dys/degroot.agr
March 30, 1990
-- --
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 Property and
the public rights-of-way) abutting on the Property. No
street widening is anticipated in connection with the
Property.
2. Installation of street lighting, signs and fire
hydrants in connection with the Property as may be
required.
3. Installation of public sidewalks along the frontage of
the public streets abutting on the Property 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
Property by reason of the redevelopment contemplated by
the Redevelopment Plan and the development of the
Property. Agency shall not be responsible for, nor
bear any portion of the cost of, installing the
necessary utility connections within the boundaries of
the Property 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)
constitute the "Off-Site Improvements."
V. DEMOLITION AND SOILS
Participant assumes all responsibility for surface and
subsurface conditions at the Property, and the suitability of the
Property 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
Page 3 of 4
DAB/ses/dys/degroot.agr
March 30, 1990
- -
actions necessary to render the Property entirely suitable for
such development. Participant has undertaken all investigation
of the Property 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 4 of 4
DAB/ses/dys/degroot.agr
March 30, 1990
ATTACHMENT NO. 5
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
)
)
)
)
)
)
)
)
)
[Space above for Recorder.]
CERTIFICATE OF COMPLETION FOR
CONSTRUCTION AND DEVELOPMENT
WHEREAS, by Grant Deed dated and
recorded on as No. of
the official records of the County Recorder of the County of San
Bernardino, California (the "Agency Deed"), the Redevelopment
Agency of the City of San Bernardino, a public body, corporate
and politic, hereinafter referred to as "Agency", was granted a
right to enter upon that certain real property situated in the
City of San Bernardino, California described on Exhibit "1"
attached hereto and made a part hereof (the "Property") upon the
occurrence of certain events; and
WHEREAS, pursuant to that certain Amended and Restated
Disposition and Development Agreement entered into between the
Agency, Thedford O. and Jacqueline M. DeGroot ("DeGroot") and
Riverview Development Partners, L.P., a California limited
partnership ("Participant") dated as of
("DDA"), the Participant is entitled to the issuance of a
Certificate of Completion upon the completion of those
improvements required by the DDA 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
DDA; and
WHEREAS, the Agency has conclusively determined that the
construction on the above described real property required by
the DDA has been satisfactorily completed; and
WHEREAS, the aforementioned Agency Deed contains a condition
subsequent providing for revesting in event of violation of the
provisions set out in said Deed;
Page 1 of 3
DAB/ses/dys/degroot.agr
March 30, 1990
NOW THEREFORE,
1. The Agency does hereby certify that the construction of
the Participant Improvements has been fully and satisfactorily
performed and completed.
2. The condition subsequent described hereinabove has been
fully and satisfactorily performed and is of no further force or
effect by reason thereof. Those covenants, conditions and
restrictions, if any, in the Agency Deed which by their terms
expire upon issuance of a Certificate of Completion are hereby
deemed to be expired and of no further force and effect.
3. 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 remain 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
ATTEST:
Page 2 of 3
DAB/ses/dys/degroot.agr
March 30, 1990
STATE OF CALIFORNIA )
)SS.
COUNTY OF SAN BERNARDINO )
On this day of ,19 before me, the
undersigned, a Notary Public in and for said 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 acknowledged to me that the Redevelopment Agency
of the City of San Bernardino executed it.
Signature of Notary Public
SEAL
Page 3 of 3
DAB/Ses/dys/degroot.agr
March 30, 1990
EXHIBIT 1
That certain parcel of land in the City of San Bernardino,
County of San Bernardino, State of California, described as
follows:
Parcel 3 of Parcel Map 5106 as per map recorded in Book 46,
page 68-69 of Parcel Maps in the Office of the County
Recorder of the County of San Bernardino, State of
California.
DAB/ses/dys/degroot.agr
March 30, 1990
~
-
-
ATTACHMENT NO. 6
DEGROOT DEED
RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
)
)
)
)
)
(Space above for Recorder's Use)
Grant Deed
For a valuable consideration receipt of which is hereby
acknowledged,
THEDFORD O. DEGROOT AND JACQUELINE M. DEGROOT, individuals,
herein called "Grantor" acting to carry out the Redevelopment
Plan, herein called "Redevelopment Plan" for the Southeast
Industrial Park Redevelopment Project, herein called "proj ect" ,
under the Community Redevelopment Law of California, hereby grant
to the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a
public body corporate and politic, of the State of California,
herein called Grantee, the real property hereinafter referred to
as "Property", described in Exhibit A attached hereto and
incorporated herein, subject to the existing easements,
restrictions and covenants of record described there.
1. S ai d Property is conveyed in accordance with and
subject to the Redevelopment Plan which was approved and adopted
by Ordinance No. 3583 of the Common Council of the City of San
Bernardino, and an Amended and Restated Disposition and
Development Agreement entered into by and among the Grantor, the
Grantee, and Thedford o. and Jacqueline M. DeGroot ("DeGroot"),
dated (the "DDA"), a copy of which is on
file with the Grantee at its offices as a public record.
2. The Grantee agrees for itself and any successor in
interest not to discriminate upon the basis of race, color, creed
or national origin in the sale, lease, or rental or in the use or
occupancy of the Property hereby conveyed or any part thereof.
Grantee covenants by and for itself, its successors, and assigns,
and all persons claiming under or through them that there shall
be no discrimination against or segregation of, any person or
Page 1 of 3
DAB/ses/dys/degroot.agr
March 30, 1990
~ -
group of persons on account of race, color, creed, national
origin or ancestry in the sale, lease, sublease, transfer, use,
occupancy, tenure, or enjoyment of the Property, nor shall the
Grantee itself or any person claiming under or through it,
establish or permit any such practice or practices of
discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees,
subtenants, sublessees, or vendees in the Property. The
foregoing covenants shall run with the land.
3. All covenants contained in this Grant Deed shall be
covenants running with the land.
IN WITNESS
instrument, this
WHEREOF, the Grantor has
day of
executed
, 19
this
THEDFORD O. DEGROOT
JACQUELINE M. DEGROOT
Page 2 of 3
DAB/SeS/dys/degroot.agr
March 30, 1990
STATE OF CALIFORNIA )
)ss.
COUNTY OF SAN BERNARDINO )
On August , 1990, before me, the undersigned, a
Notary Public in and for said State, personally appeared
, known to me (or proved to me on the
basis of satisfactory evidence) to be the person(s) whose name(s)
are subscribed to this instrument and acknowledged that (s)he
executed the same.
WITNESS my hand and official seal.
Notary Public in and for said State.
Page 3 of 3
DAB/ses/dys/degroot.agr
March 30, 1990
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
That certain parcel of land in the City of San Bernardino,
County of San Bernardino, State of California, described as
follows:
Parcel 3 of Parcel Maps 5106 as per map recorded in Book 46,
page 68-69 of Parcel Maps in the Office of the County
Recorder of the County of San Bernardino, State of
California.
DAB/ses/dys/degroot.agr
March 30, 1990
ATTACHMENT NO. 7
AGENCY DEED
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
)
)
)
)
)
)
)
)
(Space above for Recorder's Use)
Grant Deed
For a valuable consideration receipt of which is hereby
acknowledged,
The REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a
public body, corporate and politic, of the State of California,
herein called "Grantor" acting to carry out the Redevelopment
Plan, herein called "Redevelopment Plan" for the Southeast
Industrial Park Redevelopment Project, herein called "Project",
under the Community Redevelopment Law of California, hereby
grants to Riverview Development Partners, L.P., a California
limited partnership, herein collectively called "Grantee", the
real property hereinafter referred to as "Property", described in
Exhibit A attached hereto and incorporated herein, subject to the
existing easements, restrictions and covenants of record
described there.
1. Said Property is conveyed in accordance with and
subject to the Redevelopment Plan which was approved and adopted
by Ordinance No. 3583 of the Common Council of the City of San
Bernardino, and an Amended and Restated Disposition and
Development Agreement entered into by and among the Grantor, the
Grantee, and Thedford O. and Jacqueline M. DeGroot ("DeGroot"),
dated (the "DDA"), a copy of which is on
file with the Grantor at its offices as a public record. Any
provisions contained in the DDA not set forth in paragraphs 2 to
10 of this Grant Deed shall expire and be of no further force or
effect upon recordation of a Certificate of Completion for all of
the Participant Improvements issued by the Grantor noting
satisfaction of obligations under and release of the DDA.
2. The Grantee hereby covenants and agrees, for itself and
its successors and assigns, that during construction and
Page 1 of 7
DAB/ses/dys/degroot.agr
March 30, 1990
-
thereafter, the Grantee shall not use the Property for other than
the uses allowed pursuant to the Redevelopment Plan.
3. The Property is conveyed to grantee at a purchase
price, herein called "Purchase Price", determined in accordance
with the uses permitted. Therefore, Grantee hereby covenants and
agrees for itself, its successors, its assigns, and every
successor in interest to the Property that the Grantee, such
successors and such assigns, shall develop, maintain, and use the
Property only as follows:
(a) Grantee shall develop the Property as required by
the DDA, and with parking conforming to the requirements of the
San Bernardino City Code.
(b) Grantee shall maintain the improvements on the
Property and shall keep the Property free from any accumulation
of debris or waste materials. Grantee shall also maintain the
required landscaping in a healthy condition. If, at any time,
the Grantee fails to so maintain said landscaping, and said
condition is not corrected after the expiration of thirty (30)
days from the date of transmittal of written notice from the
Agency, either the Grantor or the City of San Bernardino (the
"City") may perform the necessary landscape maintenance and the
Grantee shall pay such costs as are reasonably incurred for such
maintenance.
(c) Grantee shall make payment to the Grantor of In
Lieu Property Taxes as follows:
The Grantee stipulates (for the benefit of the
Grantor) that the valuation of the Property, improvements, and
personal property thereon for purposes of assessment for property
taxes as of the scheduled completion of improvements and
thereafter shall not be less than Three Hundred Thousand Dollars
($300,000.00) (the "Minimum Assessment Amount"). The Grantee
covenants and warrants that it shall not challenge any valuation
(for property tax purposes) by the assessor of the Property,
improvements, and personal property thereon on the basis that
such valuation should be less than such Minimum Assessment
Amount.
In the event the assessed valuation achieved for
the Property and improvements thereon (including the assessed
valuation on the unsecured roll and the secured roll) is below
the Minimum Assessment Amount, the Grantee shall, in addition to
its payment of property taxes to the Tax Collector, pay to the
Grantor as "In Lieu Property Taxes" an amount equal to one
percent (1%) of the difference between the Minimum Assessment
Page 2 of 7
DAB/ses/dys/degroot.agr
March 30, 1990
-
Amount and the valuation actually achieved; such amount shall be
payable in semi-annual installments at each time payment of
property taxes is due. The Grantor shall have a lien upon the
remain in effect until the earlier of (i) the termination of the
Redevelopment Plan or (ii) the achievement (exclusive of In Lieu
Property Taxes) of the Minimum Assessment Amount for the
Property.
4. Prior to recordation of a Certificate of Completion
issued ,by the Grantor for the improvements to be constructed on
the Property:
(a) The Grantee shall not make any sale, transfer,
conveyance, or assignment of the Property or any part thereof or
any interest therein, without the prior written consent of the
Grantor except as permitted by paragraph 4(b) of this Grant Deed.
This prohibition shall not be deemed to prevent the granting of
easements or permits to facilitate the development of the
Property.
(b) The Grantee shall not place or suffer to be placed
on the Property any lien or encumbrance other than mortgages,
deeds of trust, or any other form of conveyance required for
financing of the acquisition of the Property, the construction of
improvements on the Property, and any other expenditures
necessary and appropriate to develop the Property. The Grantee
shall not enter into any such conveyance for financing without
prior written approval of Grantor. No approval will be given for
a conveyance of the property to finance the construction of
improvements on real property other than the real property
described in Exhibit A hereto.
5. Prior to recordation of any Certificate of Completion
issued by Grantor for the improvements to be constructed on the
Property:
(a) The Grantor shall have the right at its option to
reenter and take possession of the Property hereby conveyed with
all improvements thereon and to terminate and revest in the
Grantor the Property hereby conveyed to the Grantee if the
Grantee (or its successors in interest) shall:
(i) Fail to commence
improvements as required by paragraph
within Two Hundred Seventy (270)
recordation of this Grant Deed; or
the construction of the
3(a) of this Grant Deed
days after the date of
(ii) Abandon or substantially suspend construction
of the improvements required pursuant to paragraph 3(a) of this
Page 3 of 7
DAB/ses/dys/degroot.agr
March 30, 1990
Grant Deed for a period of forty-five (45) days after written
notice thereof from the Grantor; or
(iii) Fail to complete construction of the
Participant Improvements (as required pursuant to paragraph 3 [a]
of this Grant Deed) within six (6) months after the date of
commencement of construction; or
(iv) Transfer, or suffer an involuntary transfer
of, the Property, or any part thereof in violation of this Grant
Deed.
(b) The right to reenter, repossess, terminate and
revest shall be subject to and be limited by and shall not
defeat, render invalid, or limit:
(i) Any mortgage or deed of trust or other
security interest permitted by paragraph 4(b) of this Grant Deed;
or
(ii) Any rights or interests provided in
accordance with this Grant Deed for the protection of the holders
of such mortgages or deeds of trust or other security interests.
(c) The right to reenter, repossess, terminate and
revest with respect to the Property shall terminate when the
Certificate of Completion regarding the improvements to be
constructed under paragraph 3 on the Property has been recorded
by the Grantor.
(d) In the event title to the Property or any part
thereof is revested in the Grantor as provided in this paragraph
5, the Grantor shall, pursuant to its responsibilities under
State law, use its best efforts to resell the Property or any
part thereof as soon and in such manner as the Grantor shall find
feasible and consistent with the objectives of such law and of
the Redevelopment Plan to a qualified party or parties (as
determined by the Grantor) who will assume the obligation of
making or completing the improvements or such other improvements
in their stead as shall be satisfactory to the Grantor and in
accordance with the uses specified for such Property or part
thereof in the Redevelopment Plan. Upon such resale of the
Property the proceeds thereof shall be applied:
(i) First, to satisfy the lien of the
construction lender, then to reimburse the Grantor, on its own
behalf or on behalf of the City of San Bernardino, for all costs
and expenses incurred by the Grantor, including but not limited
to, salaries of personnel engaged in such action (but excluding
Page 4 of 7
DAB/ses/dys/degroot.agr
March 30, 1990
Grantor's general overhead expense), and any expenditures by the
Agency or the City in connection with the recapture, management,
and resale of the Property or part thereof (but less any income
derived by the Grantor from the Property or part thereof in
connection with such management); all taxes, assessments, ,and
water and sewer charges with respect to the Property or part
thereof (or, in the event the Property is exempt from taxation or
assessment or such charges during the period of ownership thereof
by the Grantor, an amount, if paid, equal to such taxes,
assessments, or charges, as determined by the County assessing
official, as would have been payable if the Property were not so
exempt); any payments made or necessary to be made to discharge
any encumbrances or liens existing on the Property or part
thereof at the time of revesting of title thereto in the Grantor
or to discharge or prevent from attaching, or being made any
subsequent encumbrances or liens due to obligations, defaults, or
acts of the Grantee, its successors or transferees; any
expenditures made or obligations incurred with respect to the
making or completion of the improvements or any part thereof on
the Property or part thereof; and any amounts otherwise owed to
the Grantor by the Grantee and its successor or transferee; and
(ii) Second, to reimburse the Grantee, its
successor or transferee, up to the amount equal to the sum of (1)
the cost incurred for the acquisition and development of the
Property and for the improvements existing on the Property at the
time of reentry and repossession, less (2) any gains or income
withdrawn or made by the Grantee from the Property or the
improvements thereon.
(iii) Any balance remaining after such
reimbursements shall be retained by the Grantor.
(e) This right is to be interpreted in light of the
fact that the Grantor hereby conveys the Property to the Grantee
for development and not for speculation in undeveloped land.
6. The Grantee agrees for itself and any successor in
interest not to discriminate upon the basis of race, color, creed
or national origin in the sale, lease, or rental or in the use or
occupancy of the Property hereby conveyed or any part thereof.
Grantee covenants by and for itself, its successors, and assigns,
and all persons claiming under or through them that there shall
be no discrimination against or segregation of, any person or
group of persons on account of race, color, creed, national
origin or ancestry in the sale, lease, sublease, transfer, use,
occupancy, tenure, or enjoyment of the Property, nor shall the
Grantee itself or any person claiming under or through it,
establish or permit any such practice or practices of
Page 5 of 7
DAB/ses/dys/degroot.agr
March 30, 1990
-
discrimination or segregation with reference to
location, number, use or occupancy of tenants,
tenants, sublessees, or vendees in the Property.
covenants shall run with the land.
the selection,
lessees, sub-
The foregoing
7. No violation or breach of the covenants, conditions,
restrictions, provisions or limitations contained in this Grant
Deed shall defeat or render invalid or in any way impair the lien
or charge of any mortgage or deed of trust or security interest
permitted by paragraph 4(b) of this Grant Deed; provided,
however, that any subsequent owner of the Property shall be bound
by such remaining covenants, conditions, restrictions,
limitations and provisions, whether such owner's title was
acquired by foreclosure, deed in lieu of foreclosure, trustee's
sale or otherwise.
8. All covenants contained in this Grant Deed shall be
covenants running with the land. The covenants contained in
paragraphs 4 and 5 and Grantee's obligation to develop the
improvements on the Property provided in paragraph 3(a) of this
Grant Deed shall terminate and shall become null and void upon
recordation of a Certificate of Completion issued by Grantor for
the Property. Grantee's obligation to maintain the improvements
constructed as provided in paragraph 3(b) shall continue for the
period therein set forth. Every covenant contained in this Grant
Deed against discrimination contained in paragraph 6 of this
Grant Deed shall remain in perpetuity.
9. All covenants without regard to technical
classification or designation shall be binding for the benefit of
the Grantor, and such covenants shall run in favor of the Grantor
for the entire period during which such covenants shall be in
force and effect, without regard to whether the Grantor is or
remains an owner of any land or interest therein to which such
covenants relate. The Grantor, in the event of any breach of any
such covenants, shall have the right to exercise all the rights
and remedies and to maintain any actions at law or suits in
equity or other proper proceedings to enforce the curing of such
breach.
10. Both before and after recordation of a Certificate of
Completion, both Grantor, its successors and assigns, and Grantee
and the successors and assigns of Grantee in and to all or any
part of the fee title to the Property shall have the right to
consent and agree to changes in, or to eliminate in whole or in
part, any of the covenants, easements or restrictions contained
in this Grant Deed without the consent of any tenant, lessee,
easement holder, licensee, mortgagee, trustee, beneficiary under
a deed of trust or any other person or entity having any interest
Page 6 of 7
DAB/ses/dys/degroot.agr
March 30, 1990
-
less than a fee in the Property. The covenants contained in this
Grant Deed, without regard to technical classification, shall not
benefit or be enforceable by any owner of any other real property
within or outside the Project Area, or any person or entity
having any interest in any other such realty. Any amendments to
the Redevelopment Plan which change the uses or development
permitted on the Property, or otherwise change any of the
restrictions or controls that apply to the Property, shall
require the written consent of Grantee or the successors and
assigns of Grantee in and to all or any part of the fee title to
the Property, but any such amendment shall not require the
consent of any tenant, lessee, easement hOlder, licensee,
mortgage, trustee, beneficiary under a deed of trust or any other
person or entity having any interest less than a fee in the
Property. '
11. Except for paragraph 5, the covenants contained in this
Grant Deed shall be construed as covenants running with the land
and not as conditions which might result in forfeiture of title.
IN WITNESS WHEREOF, the Grantor and Grantee have caused
this instrument to be executed on their behalf by their
respective officers hereunto duly authorized, this day of
19
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By:
ATTEST:
Secretary
The Grantee agrees to be bound by the covenants set forth
above.
Page 7 of 7
DAB/ses/dys/degroot.agr
March 30, 1990
-
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
That certain parcel of
County of San Bernardino,
follows:
land in the City of San Bernardino,
State of California, described as
Parcel 3 of Parcel Maps 5106 as per map recorded in Book 46,
page 68-69 of Parcel Maps in the Office of the County
Recorder of the County of San Bernardino, State of
California.
DAB/ses/dys/degroot.agr
March 30, 1990
",
".
PreUainary Report
f
J
I
I
A
!
.
!
Order No. 4940129-401
QftWAY 'lI'lL! COMPANY
'ritle officerl Greg Sloan
PoUcy(1el) contemplated.
A California Land Title Allociation Standard Coverage Policy.
I
.
GATEWAY 'l'I'l'L! BSCRew
930 S. NT. YBRNON AV.
COLTON, CA. 92324
714-825-3661
AT'l'N 1 MARGIE
--------------------
OUr No.1 4940129-401
Your bf 1 162248-*
,
.
,
.
j
I
.
,
r
I
.
I
I
i
,
I
~
I
i
I
I
I
I
I
I
Date I November 21, 1989 at 7130 A.M.
8alBD0LB A
'l'he estate or interelt in the land d..cribe4 or referred to in thil .cbedule
covered by this report i81
af..
'ritle to the laid 'Itate or interelt at the date hereof i8 ve.ted inl
livervi.. Venture, a California lia1ted partnerlhip
'l'he land referred to in thil report 1. .ituated in the Stat. of California,
County of San Bernardino, and i. dalcribed .1 folloWlI
DESCRIPTION CON'l'AINBD IN "BXHIBIT A"
attached bereto anlS ..d. . part hereof.
-------------------.-..-------------------------------------------------------
ATTACHMENT NO. B
'Da(]''9 1 of 7
I
I
I
I
I
I
I
I
i
I
I
i
'.
"
htevay Order No.1 4940129-401
bference No, I 162248-114
IIHIBIT A
Parcel 3 of Parcel Map 5106, in the City of San Bernardino,
County of San Bernardino, State of CaUforn a, .. per MP recorded
in Book 46 of aapa, pagel 68 and 69 of Parcel Map., in the office
of the County Recorder of .aid County.
;
,
j
I
i
i
I
I
J
I
I
I
,
!
I
-------------------------------------------.--.-------------------------------
ATTACHMENT NO. 8
Pace 2 0 f 7
I
.
.
.
.I
I
I
I
!
I
~
,
,
,
j
I
i
f
,
J
I
I
I
I
+
I
i
I
I
I
,
!
i
I
i
,
.
,
I
;
!
i
I
I
ItL NO.
Mar 29,90 23:05 P,05
"
8amDULB B
Preliminary Report
Order No. 4940129-401
At the date hereof Bxception. to covlraO' in addition to the printed
llXCeptioNl and uc1uaioNl contained in .aid policy fora would be u follows.
GATBWAY TITLB COMPANY
1.
Property tUI', including any penonal property taxes, and any
a..e"lMlhts collected wlth taxe., for thl fl.cal year 1989-1990.
Pirlt lnatalLlent Amount. '649.24
Penalty.
CUrrent .tatu.. Open
Second inatallll8nt Mount. '649.21
Penalty.
CUrrent .tatu.. Open
Ba..owner. eKeIptlon.
Code arM'
lal...on Parcel No..
--II)tIB--
007-045
0280-281-13
2.
Delinquent tax.. for
delinquenci.s.
Mount to
r.deem. '568.37
Prior to. DeC8lllber 31,
As....or'.
Parcel fto.. 0280-281-13
the fi.eal year 1988-1989, and .ubaequent
i989
Amount to rede.. '575.22
Prior tOI January 31, 1990
3.
SUpplemental taxe., created in th. rar 1989, a.....ed according to
provi.lona of the .tatut.. of 1983 0 the State of California.
Pint inataUment
AIIount
All due and payable
Penalty
Current ItatuI
I '100.16
I Deoaber 10,
I '10.01
. D.linquent
1989
Second inatall1llent
Amount I '100.lS
All clue and payable I April 10, 1990
Penalty .
CUrrent It.tUI I Open
--------------------------------------------.--...---.------------------------
ATTACHMENT NO. 8
Page 3 of 7
IH No.
Mar 29,90 23:05 P,06
"
llaIBDDLB B
j
1
Preliminary Report
Order No. 4940129-401
4. Supplftental tax.., creat.d in the year 1989, .......d .ccording to
provisions of the atatute. of 1983 of the Stat. of California.
GlftWAY 'l'I'l'LB COMPANY
I
j
I
First Inlt.ll..nt
Mount I 8396.23
AU due and payable I December 10, 1989
Penalty I '39.63
Current .tatua . Delinquent
Second IIl8ta11llent
Mount I '396.21
All due and payable I April 10, 1990
Penalty I
Current Itatu. I Open
!'hi. Coq:leny will require copie., front anc! back, of CANCBLLBD CHBCKS
and PAIl) 'I'd RECEIPfs frCIIII the County 'I'ax Collectors office, if tax..
ar. paid, but do not .ppe.r to be .o.t the '!'ax CoUectore office, and
.. .0 renected in thb report. PLEAS! fO.RWARI) SAIl) CANCBLI.!Il CHICKS TO
!HIS OFFICE AS SOON AS POSSIBLE.
6. 'l'he H.n of luppl..ntal tllD', if any, un..ed .ccording to
provi.ions of the .t.tutes of 1983 of the State of California.
7. Bonds and/or ......unt., 1f any, to follow. PWSB VERIFY BEFORE
CLOSING I I
s.
.
t
"
,
.
i
.
;
;'
,
:
8. Provllions In the dftd frCIIII Matthew Gage to the Riverside Trult
Company, Limit.d, a corporation, dated March 11, 1890 and recorded May
13, 1890 In Book 110 page 365 of heda, which r8Cite.,
"EXCEPT frOll the oper.tion .nd effect of thb conveyance 178 inches of
water flowing or to be obtained from the wat.r and water .ource. In,
upon or under the Victoria 'I'ract, hereinbefore de.crib.d, and a right
of way anc! nowage therefor, through the .aid Gage Canal to any point
or point. convenient for the irrigatIon of or u.e upon 640 .cres of
l.nd beinL8ection 30, 'l'ownahip 2 South, range 4 Welt, San Bernardino
Ba.e and ridian, which .aid 640 acr.. the 88i4 party of the first
part clai.. and IIIIY obtain title to anc! which 178 inches of water may
be u.ed without payment to the laid party of the ..cond part, for
irrigation or other purpo... on the .ald .ection by the said party of
the fir.t part or by any other per.on or per.ona to whom he IIIIY .ell
or lease the laid 178 inche. or any part thereof".
"
,
I
.
.
i
!
-------------------------------------------------~----------------------------
ATTACHMENT NO. B
Page -4 of ""1
I
I
\
,
IL..L.. "u.
jlgl ...~,.;.oV """01.0'1.0' I.VI
..
ICHBDULB B
I
.
Preliminary Report
Order No. 4940129-401
M'l'BWAY 'fULl COMPANY
9.
Rights of vay development, tog.th.r wlth re.trlctlons relatlng to the
export.tion of water, a. contained in .gr....nt betw.en Riverslde
Orange COmpany and Gage Canal CoalPany, dated Decelllber 6, 1923 and
recorded December 21, 1923 in Book 819 par 247 of Deeds and ln the
Documents recorded July 1, 1910 in Book 16 page 315 of Deeda, July 7,
1912 in Book 511 page 7 of deed., Novemb.r 4, 1915 ln Book 578 page
363 of deeds; January 29, 1917 in Book 605 page 133 of Deeds, Deellllber
6, 1923 in Book 819 page 247 of deed. and January 30, 1926 In Book 58,
page 158 of Officl.1 Records.
~
10.
.
The provi.lons contained ln the deed ffOlll HellMn CoIIImerci.l Trust and
Savings Bank, a corporation to Redlands Security Company, .
corporation, dated sept8laber 5, 1925 and recorded September 2!l, 1925 ln
Book 14, page 337 of Official Record., conveying the property herein
delcribed and other property which recite..
"BllCBP'l' and re..rve for the benefit of a IIUtual vater COIlIpany to be
known al Victoria Farma Mutual Water ~any, rights of way acro.. the
said land for l.ying, constructing, Inspecting and repairlng pipe
lines, ditch.s and aqueducts, al well e, ell weter and water rights
under, upon and appurtenant to .aid land and the right to take the
water therefrom but as to that rrtion of .aid land not affected bI
restrictions or reservations 0 record in favor of the Gage Cane
Company, this relervation ,hall not preclude the grant.. frOlll
developing .uch water .s may b. neoellary for u.e on ,aid land,
provided the water.o deVeloped by the grant.. shall not b. taken
therefroa or used upon other than tho.e above descrlbed."
11. Coven.nt., conditions .nd r.strictions (deleting therefrom any
restrictions based on race, color Or creed) as .et forth in the
DecI.r.tion of Re.trictions.
RecorcSed. June 8, 1946 in Book 1910 page 98 of Official
Recorda
12. Covenants, conditions' .nd restriction. (deleting therefrom any
reltrictions ba.ed on race, color or creed) a. .et forth ln the
Declaration of Re.triction., which include a provision that a violation
thereof ,hall not defeat the lien of any mortgage or deed of trult
made in good faith and for valu..
Recorded. March 24, 1952 in Book 3131 P.ge 503 of
. Off1cial Record.
------------------------------------------------------------------------------
ATTACHMENT NO. B
Page 5 of 7
It.L No.
Mar L~,90 23:07 P.08
..
lICBBDt1LB 8
PreH.inary Report
Order No. 4940129-401
13. The tenu, covenant a and provie1ons contained 1n that certain
Itatement of Proceedinga dated May 07, 1979 for the Southeaat
Industrial Park Redevelopment Project Area. Recorded July 31, 1979 in
Book 9739 page 1230 of OfUcial Recorde. And re-recordec! October 02,
1979 as InatrWlllnt No. 1086 and uended by lit, 2nd, 3rd, 4th and 5th
amendment..
GA'1'BWAY '1'I'1'LB COMPANY
,
,
14, The requirement that a Certificate of Limited Partner.hip and any
a.endmentl thereto be filed for RIYBRVISW VBNTURA with thel
LimJted partner.hip Divilion
Office of the Secretar, of State
POlt Office 80x 704
Sacramento, California 95803
(916) 324-6769
aa provided in the Reviled LimitCorporationa Code Section.
15611 through 15723.
Thia company will require a Certified Copy of the Certificate of
Limited Partnenhip (and any Ulan_ntl thereto) be recorded in the
office of the county recorder.
15. There are !to conveyancea affecting ni4 land, recorded within Iii: (6)
IlOnths of the date of tMI report,
NOTE I The charge for a policy of tit I' 1nluranoe, if islUed through
this title order, will be baled on the basic (not abort-term) title
insurance rate.
"
,
1
OSlda
Plata enclosed
r
<
I
t
I
~
------------------------------------------------------------------------------
ATTACHMENT NO. 8
Page 6 of 7
I
j
.
.L,
i
I
j
,
.
j
,
,
j
1
,
~nUii
iH""l,&
" ~f.H;;j;
~ hq"h
m ~il k"i
~ ~HV.fJg :
'< l~,I!~P'.' '
~ ""
~ ' ..- "'l
i3 'th! ~l!!I'
"' '" ;J~9'~ff
() :;~n"":!'.II"
o ~&'.'" ..
i: ""-~iit~'
-0 ~ui~I!:'''
~ ~ll:~~f.
-< i.!i~~'_':<
is'n''5;e
~;;s~~l
iJ~Ht.
I
"
, ..
"....' _.....Jv.......... ......' '...........
ilf I @ ! Ii
r!~
if ; @ ! I
ft
jt: i; @ ,
A ~
.
., ~, (ID
r. ~ I
~; ,. ,
.
,. ,s ~I.""""
~ ~ I
~I .-
Zl.'T''T'Zl.f'''U'-.n;'''TlTI "'t,-,, 0
.. '
@
,. l
: @ ~
~
, l