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HomeMy WebLinkAbout1983-397 San B'ernardino 60,009-18-2 RESOLUTION NO. 83-397 RESOLUTION OF THE MAYOR AND COMMON . COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY CLERK TO PUBLISH A NOTICE OF PUBLIC HEARING (TRI-CITIES INVESTMENT COMPANY COMMERCE PLAZA PROJECT) BE IT RESOLVED, DETERMINED AND ORDERED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: Section 1. The City Clerk is hereby authorized and directed to publish the attached Notice of Public Hearing in The Sun once at least fourteen (14) days prior to December 5, 1983. ADOPTED AND APPROVED this 21st day of November , 1983. ATTEST: ..t:I;n/U7u:2/~AI/ ~ity Clerk of the City of San Bernardino tt346.1(me) 11/15/83 San Bernardino, 60,009-18-1 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a regular meeting thereof, held on the ::>1o:t- day of Nnvpmhpr , 1983. AYES: Council Members Castaneda. Reil1v, Hernandez. Harks. Ouiel. Frazier. strickler NAYES: None . ABSENT: None ABSTAIN: None A~.<<h'd'/~~ /'Ci ty Clerk The foregoing resolution is hereby approved this ~fj.G day of Nm,pmhpr , 1983. Approved as to form: &r))f ~ City Attorney 2 #346.1(me) 11/14/83 San Bernardino, 60,009-18-2 CITY OF SAN BERNARDINO NOTICE OF PUBLIC HEARING ON PROPOSED FINANCING OF A CERTAIN PROJECT PURSUANT TO ORDINANCE NO. 3815 OF THE CITY OF SAN BERNARDINO (TRI-CITIES INVESTMENT COMPANY COMMERCE PLAZA PROJECT) NOTICE IS HEREBY GIVEN that the Mayor and Common Council of the City of San Bernardino, pursuant to the Tax Equity and Fiscal Responsibility Act of , 1982, will hold a Public Hearing on: Date: December 5, 1983 Time: 11:00 A.M. Place: Council Chambers Ci ty Hall 300 North "D" Street San Bernardino, California 92418 The subject matter of the Hearing will be the proposed financing by the City of San Bernardino, pursuant to Ordinance No. 3815, of improvements on #346.2(me) 11/15/83 San Bernardino. 60,009-18-1 (1) a three-building, two-story office complex located at 155 Hospitality Lane in San Bernardino, California and (2) a two-building, one-story office/warehouse complex located at 165 Hospitality Lane in San Bernardino, California (the "Project"). The bonds are intended to be designated "City of San Bernardino, Industrial Development Revenue Bonds, Series 1983A (Tri-Cities Investment Company Commerce Plaza Project)" and are intended to be in a r principal amount not to exceed $3,200.000. The details of the financing are set forth in a Commitment Letter dated September 5, 1983 and a letter amending said letter dated October 3, 1983 issued by Nationwide Life Insurance Company, addressed to Tri-Cities Investment Company in care of First Interstate Mortgage Company which are on file in the offices of the Redevelopment Agency of the City of San Bernardino. The details of the issue may be changed from those set forth above as the result of the public hearing noticed hereby. 2 #346.2(me) 11/14/83 , : San Bernardino , 60,009-18-1 At the time and place above stated, the financing of the Project will be presented and any and all persons may appear and be heard.' Given by order of the Mayor and Common Council of the City of San Bernardino. /s/ Shauna Clark City Clerk of the City of San Bernardino ,. 3 #346.2(me) 11/14/83 "\\ ,..- ~. '-," , . _\ ~ .. "..i . ""-" . ~ ,~, ( ( , Il\(tf[. NATIONWIDE ~ ~~!~~~~c:!: ," NATIONWIDE LIFE INSURANCE COMPANY .f- HOME OFFICE: ONE NATIONWIDE PlAZA. COLUMBUS. OHIO 43216 September 5, 1983 Tri-Cities Investment Company c/o Mr. George R. Monte First Interstate Mortgage Company 245 South Los Robles Avenue Pasadena, CA 91109 Re: Commerce Plaza San Bernardino, California Gentlemen: ,. We are pleased to inform you that Nationwide Life Insurance COmpany (hereinafter -Investor") has approved the purchase of $3,200,000 of a certain Bond of the City of San Bernardi- no (hereinafter "Issuer") in accordance with the. followi.ng terms and conditions. The Bond will be a special obligation of t~e Issuer payable solely from payments to be made by Tri-Cities Investment Company,_a_California Limited Partner- ship, the General Partners of which are Sterling Homes Corp. (37% ownership), M. F. Salta COmpany (25% interest), and Bayshore Oil Company (25% interest), the Limited Par.tners, Norm Meager, Inc. (8 3/4% interest), Richard L. Thompson Enterprises, Inc. (2% interest), Kent and 11ary Jane t1eager. (1 1/4% interest), and Harlene Rowe (1% inte~est), (herein- after "Borrower"). -- r 1. SECURITY: (a) an approximate 1.97-acre tract of land and the improvements located thereon, including a three-building, two-story office complex containing 34,550 square feet of net leasable area located at 155 Hospitality Lane in San Bernardino, San Bernardino Coun.. ty, California, and (b) a_ 2.93-acre tract of land improved with a two-building, one-story office/warehouse complex containing 44,282 square feet of net leasable area, located at 165 Hospitality Lane in San Bernardino, San Bernardino County, California. ' 2. TERMS: a. Loan Term: Ten (10) years with any unpaid principal balance due and payable at that time. b. Interest Rate: exempt. This Eleven (11) Commitment is percent per subject to annum tax receipt of" , .:;,;~;~"::sd- ~.t:5:.:::~'~2': : ,. , .. " .' lit '1' . ( ( Tri-Cities Investment Company page 2 of 12 September 5, 1983 3. evidence satisfactory to Investor, its Bond counseL and Special Counsel that the project referred to herein has qualified under federal, state" and local regulations for tax exempt status. In the event satisfactory evidence is not received within sixty days from the acceptance date of this letter, or the project subsequently loses its tax exempt status prior to the purchase of the Bond by Investor, Investor shall have the option of either terminating its obligations under this commitment, in which case the Acceptance Fee referred to in the ACCEPTANCE FEE paragraph herein shall be retained by Investor, or of increasing the interest rate as outlined in the LOSS OF TAX EXEMPT STATUS paragraph herein and pro- ceeding with the purchase of the Bond. c. Monthly Payment: $30,480.00, including principal and interest, based on an annual constant of 11.43 percent and an amortization period of thirty (30) years. LOSS OF TAX EXEMPT STATUS: If at anytime during the term of the Bond either the Internal Revenue Service determines that the interest income from the Bond is taxable Or Investor is unable to obtain an unconditional opinion from recognized Bond counsel of its choice that the Bond continues to be tax exempt, Investor shall in its sole discretion, have the option to either 1) increase the interest rate on the Bond , immediately to fifteen and a half j15 1/2) percent per annum with debt service payments adjusted to fully amortize the Bond within the original amortization period, or 2) with six months prior written notice to the Borrower, declare the entire remaining indebtedness, plus accrued interest due and payable: during which time the interest rate shall be increased to fifteen and a half (15 1/2) percent per annum with the debt service "payments being increased as stated above. , . -... r In either event, Borrower shall (1) within ninety (90) days after the exercise of such option, pay to Investor the aggregate difference between (a) the amount of interest actually paid on the Bond between the date as of which interest on the Bond is deemed to be subject to federal income taxation and the effective date of the increase of the interest rate on the Bond and (b) the amount which would have been paid as interest on the Bond during such period had the interest rate been fif- teen and a half (15 1/2) percent per annum, and shall " " .' ;._c,. . ~. . .. , . .~ ( ( 'f' .. Tri-Cities Investment Company page 3 of 12 September 5, 1983 (2) pay to Investor an amount equal to any interest,. penalties or additions to federal or state income tax which Investor estimates it will be required to pay as a result of the loss of the tax exempt status of the interest borne. by the Bond. 4. PREPAYMENT: Full prepayment shall be perm~tted begin- ning with the fifth (5th) year with a prem1um of five (5) percent of the amount prepaid, reducing one (1) per- cent per year thereafter. ,. In the event the loan is called due to a default in the repayment of the Bond, or in the event the loan is called due to a default in any of the conditions con- tained in any of the loan instruments, there shall be paid therewith a premium equal to ten (10) percent of the then outstanding principal balance during the first five (5) loan years and thereafter a premium equal to the then applicable voluntary prepayment premium on the then. outstanding principal balance. 5. EVALUATION: The loan amount and project feasibility shall be substantiated by a site inspection done by Investor at Borrower's expense, said expense'not to exceed $1,500.00 , payable with acceptance of this com- mitment. -. 6. ACCEPTANCE FEE: Borrower must deliver to Investor with acceptance of this Commitment an irrevocable and uncon- ditional Letter of Credit for $64,000.00 with an expira- tion date of no earlier than 6 months from the . expiration date of this Commitment issued by an accepta- ble bank having minimum total assets of $100,000,000. The Letter of Credit shall be returned when the loan is closed in accordance with the terms and conditions of this Commitment; but should the loan not be closed as provided by this Commitment,.or if the Commitment shall be cancelled as set forth in the FINANCIAL RESPONSIBIL- ITY paragraph herein, the Letter of Credit shall be redeemed and all cash retained by Investor. 7. PLANS: with acceptance of the Commitment,' Investor is to be provided with a copy of the professional soils engineer's report and recommendations on the site and a complete set of "as built" plans and specifications for the security property; each sheet of said pl~ns shall be dated and signed by the project architect and shall bear his seal. Investor shall have the right to review and approve the soils report and recommendations and the r .'....-. .. " .....-'--. '. ( ( .. . .. . Notwithstanding the approval of a standard lease form, Investor specifically reserves the right to approve each lease wherein the tenant occupies more than 8,000 square feet of space, or the lease term, including renewal options, exceeds five (5) years; said review shall include a review of the prospective tenant's current . financial statement and of the most recent Dun & Brad- street credit report on said tenant to be provided through Borrower. 9. DISBURSEMENTS: The disbursement of $3,200,000 shall take place between October 3, 1983 and January 13, 1984 in compliance with the terms and conditions of this Com- mitment. r There will be a holdback from the initial disbursement of an amount equal to 125 percent of the total . of the estimated cost per square foot to complete all unleased, unoccupied, and unfinished leasable space and the cost of completing all other construction items,including, but not limited to, outside landscaping. Said estimated cost to be determined by Investor's inspecting archi- tect/engineer within 10 days of closing. These funds -_._~..; .' ., ,. ( ( . '. . . Tri-Cities Investment Company Page 5 of 12 September 5, 1983 will be placed in an interest-bearing escrow accoun~ (with interest earned payable to Borrower) and will be made available to Borrower as the unfinished' space is completed and occupied by tenants under the terms and conditions of approved leases without 'default of either party. It is understood that any of the funds escrowed for tenant finish holdback not disbursed within 12 months of the initial disbursement will be prepaid on the principal balance outstanding at that time. At the time of funding, the tenants outlined in exhibits "Bn and "Cn must be in occupancy of their completed premises under the terms and conditions of leases approved by Investor in accordance with the LEASES sec- tion herein. Said leases are to be in full force and effect at the time of closing without the default of , ei ther party. 10. FURNISHINGS, FIXTURES & EQUIPMENT: Investor is to receive a first lien on all of Borrower's furnishings, fixtures and equipment located in or used in the opera- tion of the security property, evidenced by a security instrument in recordable ~~rm. Borrower cannot sell, lease, or transfer the chattel property without the pri- or approval of Investor. 11. FINANCIAL RESPONSIBILITY: Investor may cancel this Com- mitment at any time during the period it is in force and redeem and retain the fees set forth in, ACCEPTANCE FEE paragraph herein, in the event any of the following events occur: -- r a. Borrower has made a general assignment for the bene- fit of creditors, or there is filed by or against the Borrower a petition in bankruptcy or for the appointment of a receiver, or there commences under any bankruptcy or insolvency law proceedings for the Borrower's relief, or for the composition, exten- sion, arrangement or adjustment of any of the Bor- , rower's obligations. b. There has been more than a 50 percent Borrower's tangible net worth from that to Investor prior to the date hereof. financial statement shall be presented 10 days prior to closing the loan. decline in represented A current to Investor " , . ( ( , . Tri-Cities Investment Company page 6 of 12 September 5, 1983 (For the purpose of these paragraphs, the Borrower. shall also be construed to mean each general partner of the Borrower.) 12. DEED OF TRUST COVENANTS: . . In addition to the provisions normally found in the Deed of Trust in the applicable jurisdiction, the following conditions shall also be included: a. Transfer: The entire principal balance, together with accrued interest and penalties, if any, shall become. imme- diately due and payable upon Borrower's selling, assigning, mortgaging or otherwise conveying any interest in the security property, or if there is a change in the controlling interest of Borrower, without the prior written consent of Investor. Not- withstanding the above, and upon the occurrence of any of the above enumerated events, Investor reserves the right to charge an assumption fee and/or to change the monthly payment to reflect a change in the loan's rnterest rate, as to amortize the then unpaid principal balance over the then remaining amortization period of the loan. b. Lease Representation: Borrower agrees to keep and perform all terms, con- ditions and covenants of all leases affecting the mortgaged premises on its part to be kept and per- formed. -. r- c. Insurance: Borrower shall furnish insurance policies evidencing the following coverage and amounts, properly assigned to Investor by a standard mortgage clause: , 1) Fire, extended coverage, and other hazards as requested from time to time by Investor, cover- ing all buildings for their full replacement cost, less excavating and foundation costs, or loan amount, whichever is greater. . 2) Rent 1055 endorsement for a period of .not less than 12 months. ..-<.0...... .. . . .' .' ( ( Tri-Cities Investment Company Page 7 of 12 September 5, 19B3 3) Comprehensive public liability insurance in arr adequate amount. 4) Flood insurance, if security property lies with- in a Special Flood, Hazard Area as designated on the Department of Housing and Urban Develop- ment's Maps, or other flood prone area. Said policies to be issued by to Investor and which have a least A:XII. companies acceptable Best's~rating of at its option, may require Borrower to use to rebuild any portion or all of the immediately in the event of a catastro- ,. Investor, at any proceeds improvements phe or fire. d. Management Restriction: During the term of the loan, Borrower, or its desig- nee who shall be approved in writing by Investor, shall be the exclusive manager of the security. Any operating leases or m~n_agement agreements are sub- ject to the provisions of LEASES paragraph herein. -- e. Expansion: No new building or additions to existing structures are to be erected on the premises w~thout the prior written consent of the Investor. r f. Secondary Financing: There shall be no secondary financing of the securi- ty premises. g. Late payment Charge: A late payment charge of Five Cents ($.05) for each dollar of delinquent interest and principal not paid on the due date shall accrue to the benefit of the Investor. 13. CLOSING: a. At least 30 days advance written notice shall be given by Borrower to Investor that Borrower wishes to close the loan. Investor is to have the full 30-day period to review and/or prepare all docu- ....;.......... '. " . ." , ( ( Tri-Cities Investment Company Page 8 of 12 September 5, 1983 ments. The burden of assembling and presenting al~ materials and, of curing all matters determined as objections or title defects is on Borrower. Federal Reserve funds for the closing will be wired to the entity charged with closing the loan and disbursing funds prior to or on the day set for the closing provided that the Investor receive at least 24 ,hours notice thereof and that the closing shall not be on a Friday or the last workday of the month. Interest shall accrue from the date of wiring. ,The following shall be furnished to Investor prior to closing and subsequent disbursements, if any: 1) Photographs of completed improvements. 2) Certificates of occupancy and all necessary licenses from appropriate governmental authori- ties. 3) Legal opinions dated as of the time of closing, in form and substance satisfactory to Investor, from Borrower's counsel, and to the extent Investor requests, _fFom Investor's outside coun-- sel, which Investor deem necessary or appropri- ate in a project of this kind, including but not limited to, that all documents evidencing and securing the loan contemplated hereby have been duly authorized, executed and delivered by the parties thereto and are legal, binding and enforceable in accordance with their respective terms: that. the Partnership is duly organized pursuant to applicable laws and is authorized to do business in the State of California : that the partnership has the authority to borrow mon- ey and to own the subject property and carryon its operations as conducted and as proposed to .. be conducted: that the loan does not violate the usury laws of the State of California : that the Partnership has a good and valid unconditional certificate of occupancy permit for the subject property: that the subject property is zoned in accordance with its intended uses: that there is no action, suit or proceeding pending, or, to the knowledge of such counsel, threatened against or affecting the Partnership or ~ts partners or the subject property before or by any court, administrative agency or :other gov- ernmental authority of any arbitrator which brings into question the validity of the trans- ...... r '. '. ._..l.::-'. ~ -,-oar -~..--'i:.i - -~ - , - ~--- ~_.._--".;....,.,~-;.,~-- ' ( ( Tri-Cities Investment Company Page 9 of 12 september 5, 1983 action contemplated herebY1 that neither the execution nor delivery of this commitment or the documents evidencing and securing the loan, nor compliance with the provisions the Loan docu- ments will conflict with or result in a breach of any of the provisions of the Partnership Agreement or of any applicable law, judgment,_ order, writ, injunction, decree, rule or regu- lation of any court, administrative agency or other governmental authority, or. any determi- nation or award of any arbitrator, or of any agreement or other instrument to which the Part- nership is a party or by which the Partnership is bound, or constitute a default under any thereof1 and as to such other matters incident to the transaction herein contemplated as Inves- tor may reasonably request. Investor shall also select Bond Counsel of its choice, who will be of recognized national standing and will be responsible for drafting all loan documentation for Investor's approval and for providing all other services necessary in Investor's opinion to facilitate the' closing of the transaction. At closing, Bond Counsel must be in a position to deliver an unqualified opinion to Investor in acceptable form to the effect that the interest on the Bond has been duly authorized and issued pursuant to local law, that the transaction meets the requirements of local law, that the Bond does not and shall not constitute an "Arbitrage Bond" within the meaning of the Internal Revenue Code as amended, and that the issuance of the bonds is exempt from registration under State and Federal Secu- rity laws. ,. _____~~_____c.! .. 4) An agreement from the Borrower to limit to $10,000,000 capital expenditures incurred by any party with respect to the project or elsewhere in the Issuer's incorporated municipality or unincorporated county, over the period including three years prior to and three years subsequent to the issuance of the Bond. In addition, the Investor must receive from all principal users of the property (currently interpreted by the IRS as any tenant and certain related 'entities occupying 10% or more of the space or paying 10% or more of the rentals received from the pro- '.,~;:.-..:+ ...,.. r Tri-Cities Investment Company Page 10 of 12 September S, 1983 ject) agreement either in their leases or by. separate instrument to limit capital expendi- tures incurred by all such principal users, including Borrower, with respect to the project or other properties located within the Issuer's incorporated municipality or unincorporated .county to an amount which will not jeopardize the tax-exempt status of the Bonds. In support of such agreement, the Borrower and all other such principal users shall agree to file annual- ly all statements as required by any govern- mental agency or authority so as to preserve the tax exempt nature of this investment; copies of all such filings shall be provided to Investor. S) Copy of all title company closing statements. 6) Certification by Borrower, project general con- tractor and project architect that the improve- ments have been completed in accordance with the plans and specifications, including any grading, seeding, landscaping,and all other on-site and off-site improvements impacting the operation of the security property, and that direct con- nection has been made to abutting public water, sewer, gas and electrical facilities and the improvements are ready for occupancy; the ori- ginal building permit and an unconditional cer- tificate of occupancy or othe~ unconditional certificate of appropriate governmental authori- ties evidencing compliance with all zoning, building, and applicable regulations. Estoppel letters in the form attached as Exhibit nAn from each tenant. ". 8) ...;.... ( .( -- r 7) Letter of assurance.from Borrower that no part of security property has been damaged and not repaired to Investor's satisfaction, nor taken in condemnation or other similar proceeding, nor that such proceeding is pending. 9) Mortgagee's title insurance policy with mechan- ic's lien protection and without surveyexcep- tion issued by a title company acceptable to Investor. Said policy should also.include an ALTA Endorsement Form 3.1 zoning, or equivalent endorsement, if permissible by state law. . . ~ . . ( ( Tri-Cities Investment Company page 11 of 12 september 5, 1983 10) A current certified completion survey of the property disclosing all improvements, encroach-' ments, easements, and rights-of-way. 1he survey must show a state of facts acceptable to Inves- tor and .the title company issuing the required title policy, be prepared and certified to by a duly. registered land surveyor or engineer, and be revised and recertified upon completion of cons~ruction at least two weeks prior to closing so as to show the improvements as constructed on the site. . . b. Borrower shall pay all fees and expenses relating to this loan, including, but not limited to, legal fees, acceptance fee, architect/engineer fee, evalu- ation fee and closing costs. , c. This loan is subject to any legal requirements Investor's counsel may reasonably assert in order to assure that Investor's lien constitutes a valid first priority encumbrance against the security pro- perty. 14. PARTNERSHIP AGREEMENT: The~artnership Agreement estab- lishing and governing the operation of Borrower shall be subject to review and approval by Investor. 15. TAX ESCROW DEPOSITS: At the time of funding, a tax _escrow shall be established and adequate funds withheld . from the loan proceeds to bring the escrow into balance at that time. Thereafter, in addition to and concurrent with each monthly installment of principal and interest, a tax escrow deposit shall be made by Borrower in an amount set at Investor's discretion which will enable payment out of monies paid into the tax escrow, at least 30 days before due, of all taxes, assessments and simi- lar charges affecting the se~urity property. 16. ANNUAL STATEMENTS: Investor shall be provided with annual statements prepared by a Certified Public Accountant within 90 days of the end of each fiscal year, for Borrower and security property which state- ments shall be certified accurate by an officer of-Bay- shore Oil Company, the managing general partner of Borrower. r --- If the loan is in default at any Investor shall have the right to cost of the Borrower the above time for 'any reason, require that at the annual statements be ~~._''':..'''.''''''"''--'",,::r' , . . . ( ( . . . " . Tri-Cities Investment Company Page 12 of 12 september S, 1983 audited and certified by the Certified Public Account~ ant. In addition, Investor may at anytime during normal working hours examine all books and records relating to the security property and the borrowing entity. A charge of $200 per month for administrative expenses shall be assessed against Borrower for each successive month that all financial statements are not delivered to Investor within the 90-day period. 17. EXCULPATION: The loan documents shall provide that no deficiency or other judge~nt for repayment of principal or interest indebtedness shall be entered by Investor against Borrower in any action to foreclose the Mort- gage. However, such provisions shall in no way be deemed to affect Investor's remedies to collect delin- quent real estate taxes, assessments imposed against the security or other obligations under the loan documents with the exception of principal and interest repayments. This Commitment shall become effective upon Borrower signing in the place provided below and returning to Jerry P. Span- gler , correspondent Accoun~_Manager ,at the Letterhead address within 14 days of the date hereof. If accepted, this Commitment shall remain in effect until January 13, 1984 ; however, no third person should rely on its existence without current written confirmation from Investor that it, remains valid and in full force and effect. -- r The terms and provisions hereof may not be fied unless such waiver or modification is executed by the parties hereto. Very truly yours, waived or modi- in writing and, y this / rti1- day of " '. . . ' . Exhibit A . ( ( . " ESTOP?El CERTlrlCATE Prerr.is,,:s: ---.--------... Lease date -. 19.._. bE:tween (l.mdlord) ancl (T " ..':--_ enan". The und~r~i3,,~d. Tt.. ~,nt under the "bove If:a~~. certifies to r~.;'no~;.\:rOE. l!FE. JNSURr~i":CE CO:.'?,,:-:,!. '.:crtg~i:~ .l~:t Dc. ~"tm~nt. DOle N:.tionwid=- f'lazCt. CO'Uin~u'S. Ohio 43216. h"tdar or prop.,:.-.::: hO!C:e:1 or a note 0:' o:h~r o~~iZ.1:i:'1 sf':cure~. 0.. t:. b~ s!"':li;~d. by a mortn3i(e or deed of trust IIp:;n th~ :.bo'.le prr:mi~e'5 and ar.~i:;n~e. or propo~~ assiz.,~~ o~ stI'ld LC'a~e. that: 1. 2. Sajd lease Is p~t';.enUy in full force and. effco:r and t!.:.'lO~i;i~d exec;>>: as. in~iea!ed at L'1e end of t~is. c(::tmc:l:~. The tt:m1 ther~' commenced on __. an:! the fu!! rental CJf '_'__ b now accruing thereunder and the Leas~ termina:es on_. Possession of said premises was accepted on ba::is; and all improvements required by the terms of said p!e:~d. 4. No r=nt under said Lease has been paid In advance of its clue da!~, 5. The nddrass for rio:ices to bE!' sent to the undersiGn~d is. as set fort~ in s::i:f lca3~. or set forth ba:oNoO . . GoO The undersigned, as. of this date. has no chareeo. lien or cram of c':fs~t urde:- saia If:3Se-. or cth~r"l;s~. against rerf.:s or oth~r char;::::';. due ur to become due' thereund~f. 3. . and bU5in~s5 is be-ina cC'ncfuctad on a' rez'Jt:!r Lease to b~ rnad~ by tha land'ore! have laen satisfactorily COu)- ihe llnG'~r~;,;iz.'1~ fu.-ther agrees with NATION',vIDE U,,:E 1:'l5UrU,NG~ COM?'\N'! tna! ftom ar:.d ?f~cl' t!1~ date hereor, und-~ ~izn=d w:!l rmt:_ iI) r:-.,':t ":1)' r.?:lt u..-der s~icl le..,se in 2:dv,:mc~ of its duo> di:!tc. b) Stiff.': w!::r 0;" t::n:;ent to th? :-:l:;l,::i~kation 0: allY of tht! h:rr::s of s~id lc.LI~t'. n,:)r to th~ t,;:rm.!:\a:ticm tt~r~f by th~ l."'Jn",'b!'tf. e) $(:(::': i.~ ter:n:"'!::ote r.aid It''a'i~ by r~&l!>on of any act or o:o:i!>~:cn of th~ lc:n1!ord Utiti: th-~ t.:r.d'.:rs;::,"cd stlll!i J1~VZ siv:m' Vlri~h.'i1 n~~ic~ of such ac.: e: emission to t:-'e holdcr of :.t.::h nc~e ar:t: rn:J::JO!a~ (OJt such holder's :~;,:.-:. ~~trri."S5 furr.-;s.tu.":: t;.~ un.J;:r...ign-:;:d) and until r:ati~m'lid~ Life Jns.uran.:e Compar_y s.haH h,;t-"e the- rieht. b~t no: U:e O~!;&i-~i:',~. to cure 3: (j;f.1I::!~ within i! GO-t::,y ~;~r:e period. In the CV~lIt r~atioil".....i~:: LHe insu:antc Cc..:";l~iJny 'IC:S f.,<:ZUi'l ;:cti~,. to C'.J.e> th~ c!(:fault.. b:.et t1..:; r.o~ cc:np:~h:d thr s:m:e during tho! 60-d~y perj~.:f, thr: un~er;;!e:'::-d c:,!r~i:s. to c,an: rJ.ltion....A~~ Lifo:: 1:':.vrRn~e Cgm. pi'I1Y a rcascr:..t.te l"x:ensio:: of time so to do. If the derclult is ~~Ich that cznr.::! pr~ctkal:y be- cured b; l':i'!tbnwitJ~ fir.;: :'.5U:- r anC;.: C?mpall)' ~.it~"..lt tcr~ing possession of it~ s!:curit)". th~ urldersj~:1~:t ~are~s. any ri~ht he rr.~y ha'J!' to :,,:r:aina:~ shan b!: S.U~;H~'ld~d so lone as Naticnwide life Insuiance-Company i~ emir-contI:! p:-?c~~jinz to acquire PC~s~s5::Crn of its s~ctl(it:t... b".J for3closure 0:' cttu'rilis~ in Clrder t.:r c:ur~ said dc~au:t. Pot.., .19__ Tenan!: LUSE MODifiCATION, IF ANY, TO DO: USTO:O HORE: '-' . . , . . '(' c .. . EXHIBIT "B" Rent Roll - 155 Hospitalitv Lane LEASE AREA LEAS.E MINIMUM TENANT DATE (SQ. FT.) TERMINATION DATE A.~1!AL RENT E. N. Carlsen 07/17/80 2.936 09/30/85 $ 43.545.24 Willdan Associates 01/13/81 3.000 05/31/84 40.320.00 Int'l. Rehab. Assoc. 11/04/82 1.446 08/31/84 19.087.20 Micro-Data Services 05/05/82 2.197 06/30/87 23,850.00 Dennis Hansberger 10/30/80 630 03/31/84 9.343.80 Esther Barkan 04/08/83 420 04/30/86 5.544.00 Roy Nierman 11/05/80 980 12/31/83 16,611.24 Van Dell & Assoc. 01/21/81 1.260 03/28/84 18.687.72 Ramo and l~aller 06/02/82 1.924 12/31/87 22.164.48 Dunhill 04/08/83 420 04/30/86 4,536.00 Colonial Life & Accident 06/19/81 974 07/14/91 14.447.28 . Denny Jones 10/27/80 679 12/31/83 10,070.52 D and S Construction 08/06/81 454 09/30/84 7.527.60 Bankers Life 04/30/82 591 06/30/84 8.269.20 . Foto Date 06/16/82 -4"20 09/14/85 5.852.64 Edward C. Adams 03/07/83 840 03/14/86 9,072.00 Fort and Scribner 05/13/82 1,100 02/28/85 15,576.00" . Ashwill/Schneider 06/15/83 2,995 07/31/88 23.216.04 San Bernardino Com. Hasp. 04/15/82 2.000 04/30/84 24.000.00 1 First Step 04/09/81 420 04/30/84 6,120.00 . TOTALS 25,686 $327.840.96 . . ___ __---=-=-_~~.:.~~t.~(~.~___ -:....,._;..-'.;:7~ ........ ...;~ . .( ( EXHIBIT "c" Rent Roll - 165 Hospitality Lane LEASE AREA LEASE MINIML':-I TENANT DATE (SQ. FT.) TERMINATION DATE ANNUAL RENT American Trucker 05/05/82 3,097 05/31/87 $ 26,966.40 Litho Prep 03/08/83 1,930 03/31/85 11,811. 60 Indian Hest 01/11/82 1,341 01/31/86 10,746.24 Associated Engineers 10/13/80 1,946 01/14/86 2,431.20 Doug Goodman 10/13/80 1,946 12/31/85 14,431.08 . Hartman Printing Ink 08/23/82 3,416 08/31/85 22,142.40' Clark Porsche Cons tin. 04/27/81 1,930 04/30/84 14,366.40 Slaven & Associates 06/11/82 971 06/30/84 6,525.12 Sportsbound Int'l. Travel 03/04/81 987 03/31/86 7,598.16 H.C.I. Company, Inc. 10/13/82 1,139 12/31/84 6,150.60 C:arence R. Newly 04/03/81 1,540 04/30/86 16,1.22.48 E. N. Carlsen Associates 07/17/80 .1; 339 09/30/85 7,582.68 Today's Interiors 12/03/80 2,574 02/28/86 15,224.64 Inland E~pire Uniserv 12/13/82 1,930 12/19/87 15,054.00 West End Women's Med. 12/15/80 8,871 06/09/91 52,628.28 Ste....art Title 07/12/83 1,341 10/31/116 12,000.00 r Richard Aide 01/12/83 1,540 03/31/88 6,600.00 Eagle Printing 12/22/80 1,540 01/31/86 9,136.08 TOTALS 39,378 $257,517.36 , ~'<<,j,.:_:;.- -:::":'.;0..-- .. . 'f .1. .... I- .a ': )<-' . '.' , . ( [ ~ NATIONWIDE INSURANCE . NatiOnwide.. on yGY' aide ... .'1' . f NATIONWIDE UFE INSlJRANCE COMPANY IIOMI QIRCI: ONE NATIONWIDE PLAZA. COLUMBUS. OHJO QZ1I October 3, 1983 RECEIVED OCT 1 t ~83 .' B"t Tri-Cities Investment Co. c/o Mr. George R. Monte First Interstate Mortgage Co. 245 South Los Robles Avenue Pasadena, CA 91109 Re: Loan Commitment Commerce Plaza San Bernardino, California Gentlemen: We have received and reviewed Tri-Cities' letter of September 19, 1983, requesting certain modifications in Nationwide's First Deed of Trust Loan Commitment, dated September 5, 1983, and hereby agree to amend the Commitment as follows: 3. LOSS OF TAX-EXEMPT STATUS: Add the following at the end of the first paragraph of this section: "In addition, Borrower may, at its option, within six months of receiving notice of loss of tax-exempt status, prepay the entire remaining indebtedness at par, should the tax-exempt status be lost." 6. ACCEPTANCE FEE: Add the fOllowing at the end of this section: "It is understood and agreed that Investor will return the Letter of Credit should Investor not approve the plans and specifications or all leases and tenants." 15. TAX ESCROW DEPOSITS: Add the following second paragraph to this section: "Investor shall waive the above requirements by letter agreement so long as title to the security property remains in Borrower, there is no default in the terms of the Mortgage or Deed of Trust, the standard lease form has not changed ""and paid tax receipts are received by Investor yearly." ~ .. ~ .... ...... 'II .. ... ,." J( , -'. . . . ( (" -'.)0 ., Tri-C1ties October 3, Page 2 Investment Co. 1983 These amendments constitute the only changes made to the original Commitment. Please signify your acceptance of these modifications by signing and returning the original of this letter tq us by Qctober 21, 1983. Failure to do so shall render the Commitment null and void and of no further effect. RJW/JPS/jlw ," ACCEPTED: TrrI-CIT:L~ I~~~"T'.'F:~:r co. ;;Z:,:3~71;f1 :' ;"" OIL C~ /yes -I<<".~#/I- f!kt. 11...; 1 9 JY ~ _ 1:. YO. SALT!... I:iC. ~~~~1"" J.l - ... .. ..1 fL . :~~ .. ;1 ;, .' "t . October 3, 1983 ( atrr. NATIONWIDE ~ !!'I~~~~~;~ RECEIVEC OCT 1 t 1983 ( " , l NATIONWIDE LIFE INSURANCE COMPANY HOME OFFICI: ONi NATIONWIDE PLAlA. COLUMBUS. OHIO 43.21' BY Tri-Cities Investment Co. c/o Mr. George R. Monte First Interstate Mortgage Co. 245 South Los Robles Avenue Pasadena, CA 91109 Re: Loan Commitment Commerce Plaza San Bernardino, California Gentlemen: We have received and reviewed Tri-Cities' letter of September 19, 1983, requesting certain modifications in Nationwide's First Deed of Trust Loan Commitment, dated September 5, 1983, and hereby agree to amend the Commitment as follows: 3. LOSS OF TAX-EXEMPT STATUS: Add the fOllowing at the end of the first paragraph of this section: "In addition, Borrower may, at its option, within six months of receiving notice of loss of tax-exempt status, prepay the entire remaining indebtedness at par, should the tax-exempt status be lost." 6. ACCEPTANCE FEE: Add the following at the end of this section: "It is understood and agreed that Investor will return the Letter of Credit should Investor not approve the plans and specifications or all leases and tenants." 15. TAX ESCROW DEPOSITS: Add the following second paragraph to this section: "Investor shall waive the above requirements by letter agreement so long as title to the security property remains in Borrower, there is no default in the terms of the Mortgage or Deed of Trust, the standard lease form has not changed 'and paid tax receipts are received by Investor yearly." "---"-'~__'__-""""__.'...,____'___:~:_",i:: "_ <. ;.' .. !'-, ...,.... "" ,. ~ ,... .y " ( ( ~ . ";;. "' Tri-Cities October 3, Page 2 Investment Co. 1983 These amendments constitute the only changes made to the original Commitment. Please signify your acceptance of these modifications by signing and returning the original of this letter to us by October 21, 1983. Failure to do so shall render the Commitment null and void and of no further effect. RJW/JPS/jlw , ACCEPTED: TRI-CTT:LZS I~iV7ST'.'"F.~:i' co. Sn-"Tr:'~ "C'-- "O"~ DlV S'IO"~ OIL CO' on."" Ilre ~~~. ", ',:~' " ""v :.~\)s,~~ /Y~ -I?"".~p/f- ff2d: 17.-; I 7 i'.5 _ 1.:. YO. SALT!.. I:ill. ~~~~ 1''' .