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HomeMy WebLinkAbout1986-359 -I 1 RESOLUTION NO. 86-359 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY CLERK OF SAN BERNARDINO TO ACCEPT CONVEYANCE FROM THE 3 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO. 4 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 5 SECTION 1. The City Clerk of the City of San Bernardino is 6 hereby authorized and directed to execute an acceptance of the 7 Grant Deed from The Redevelopment Agency of the City of San 8 Bernardino, conveying to the City a .99 acre parcel of land 9 situated in the State College Project Area, such conveyance being 10 subject to an option heretofore granted to California State 11 University, San Bernardino, to buy such land for One Dollar 12 ($1.00) at any time within forty (40) years. The City's 13 ownership of this land shall be subject to that same option in 14 favor of California State University, San Bernardino. 15 I HEREBY CERTIFY that the foregoing resolution was duly the Mayor and Common Council of the City of San regular at an ad;ollrned / meeting thereof, held on the 16 adopted by 17 Bernardino 18 9th 19 wit: 20 AYES: 21 day of September , 1986, by the following vote, to Council Members p'"tr"n" RAi lly HArn;mn.."..- . MF.lr:k~ On.iAlo FrFl7.;pr St-ri~klpr 22 23 24 25 26 27 28 NAYS: NnnA ABSENT: None ~.(#~A~ ./ City Clerk 1 c., 3 ,:::.::::'0'0: ;::::"tig~=?1^ :~' :d- Mayor of the City of s~;Efe~~dino day 1 2 of 4 Approved as to form: 2 ---~. ~:.:~.-.~~. .... ftr:CO"DING "r:QU&.TI:D .Y The Redevelopment Agency of the City of San Bernardino AND WHaN llIaCOIIDaD MAIL. TO " fThe Redevelopment Agency I ....... of the City of San Bernardino ADD""" 300 North "0" Street C.TT:T~L!an Bernardino, CA 92418 ~ .~ACE ABOYE THIS LINE FOR RECORDER'S USE I MAIL TAX ItTATa"'.....,. TO I Documentary Ir.nsfer U1X ............................................. D~COmputed on full v.lue of properly c.:onveyed, or o Coml)uted on full value less liens " encumbrances remaining thereon .tlime of sale. ........ SAME AS ABOVE ADD"... Cn... . .T...nl L -1 Si<<nllu~ of d~~~~~.I.~~..~;..d;;~;;i.~j~~.;;~... firm nlmt o Unincorporated area 0 City of... ......m..................... Corporation Grant Deed L.' FOR A VALUABLE CONSIDERATION, receipt of which i!< hereby acknowledged, The REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, of 300 North "0" Street, San Bernardino, CA 92418, a corporation orp:anized under the laws of the Stale of California hereby GRAN"TlS) to THE CITY OF SAN BERNARDINO, a municipal body corporate, of 300 North "0" Street, San Bernardino, CA 92418, the following de!<cribed real property in the county of San Bernardino City of San Bernardino , state of California: As described in Exhibit "1" attached hereto. This Deed is sUbject to the right of THE TRUSTEES OF CALIFORNIA STATE UNIVERSITY, an agency of the State of California, ON BEHALF OF THE SAN BERNARDINO CAMPUS, to purchase said parcel of land for $1.00 at any time prior to February 17, 2017, from grantee or any successor in interest. THE REDEVELOPMENT AGENCY HEREBY GRANTS THIS OPTION TO SAID TRUSTEES PURSUANT TO AN AGREEMENT BETWEEN THE AGENCY, THE TRUSTEES, AND DARMOR, A CALIFORNIA GENERAL PARTNERSHIP. - Dalt'd REDEVELOPMENT AGENCY OF THE ----c7TY-oF-Sl\lll__RNARIlHlO --- ST.Ht: OF f.AI.I"'OR~"'. } (:Ol"~T'I' m.J~n_~ernar~1Jl~ __ __._ S!oi. On_____...._ _____..___.__brlort rn~, thr undrr. "ignrd, I NOllr'i.PuMirJlli,"d (or lIoIid County Ind Slllt, penonlll)' Ev yn w;~cox 1I'Jltltrd _.- ..--"Ch-~--'-----' know!'.. to hI' to 14 thr1" _..!._~~, and GJ.enaa baU _, known to mt 10 lit' ~_ Srr,..lary of thr ,.orpllt.lion thai uf'I'ultd th.. wilhin Inalrum..nl, known 10 mt 10 hI" th.. JW''''on~ _hI> u"l'ut..d th.. wilhlh Inllrumtnl on Ilthalf of the' I'Dtl'Otllinn IhtlTin nil"'..ll. In.1 ,,'knowltdJtd 10 m.. that .u('h ('Otl'otllion unUltd Ih.. wilhi" inAlrumtnt PUrsUlhl to III by.l.w~ 0' ttNlhllion of Ith bourd 01 ditt','lor.. ~ Cha1rman By: 8e=.""Y "0" NOTARY SEAL OR STAM~ - ------s;;;t;;.';r ~Ollt)" Tidr Ordrr 1"0._ [1I('ro\\ :'\0.__ - I.? f(:~ I fRav !i..1:'71fa _II EXHIBIT -1- That parcel of land in the City of San Bernardino, San Bernardino County, California, which is shown as the Rremainder parcelR on Tentative Tract Map 13039, the exact legal description of which shall be substituted for this Exhibit prior to recordation. ,,,._....---+,~~- ., . '. . ., , :' I Recording Requested by: REDEVELO~MENT AGENCY When Recorded Mail to: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 300 North "D" Street, Rm. 320 San Bernardino, CA 92418 REVISED DISPOSITION AND JOINT DEVELOPMENT AGREEMENT BY AND AMONG THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA, THE CITY OF SAN BERNARDINO, AND UNIVERSITY VILLAGE APARTMENTS A CALIFORNIA GENERAL PARTNERSHIP (SUCCESSOR IN INTEREST TO DARMOR, A CALIFORNIA GENERAL PARTNERSHIP) 1 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO REVISED DISPOSITION AND JOINT DEVELOPMENT AGREEMENT THIS AGREEMENT is made and entered into this )?~ day of t?&:c~;n~/2 , 19 ~b, by and among the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA, a public body corporate and politic, hereinafter called the nAgencyn, the CITY OF SAN BERNARDINO, a municipal body corporate, hereinafter called the nCityn, and UNIVERSITY VILLAGE APARTMENTS, a California general partnership (successors in interest to Darmor, a California general partnership), together with its permitted successors and assigns, hereinafter called the nRedevelopern. RECITALS This agreement is made with reference to the following facts: (a) In furtherance of the objectives of the Community Redevelopment Law of the State of California (Health and Safety Code of the State of California, Sections 33000 et seq.), the Agency has undertaken a program for redevelopment of blighted areas in the City of San Bernardino, California, and, in this connection, pursuant to Ordinance No. 3067 of the City of San Bernardino, California, adopted April 27, 1970, the City and the Agency have approved and adopted the nRedevelopment Plann. Pursuant to the provisions of the Redevelopment Plan, the Agency and the City have undertaken and are now carrying out the responsibility for a 2 -,..~_.---..I redevelopment project, designated as the State College Redevelopment Project, for a designated area (being hereinafter called the "Project Area"). The boundaries of the Project Area are described in the Redevelopment Plan which, by this reference, is incorporated herein and made a part hereof. (b) Certain parcels of real property more particularly described in Exhibit "A", attached hereto and by this reference made a part hereof (hereinafter called the "Property"), are located within the Project Area, and under said Redevelopment Plan may be developed for private use. (c) The Redeveloper had made an offer to purchase the Property and to redevelop it, together with additional land acquired by the Redeveloper, in accordance with the uses specified in the Redevelopment Plan, by constructing a multifamily rental housing project (the "Project"). (d) The Agency has considered all pertinent data and analysis, including the reports of its consultants and the reports and recommendations of its staff, and the Agency believes that the redevelopment of the Property pursuant to the provisions of this agreement is in the best interests of the City and employment growth, and is in accord with the public purposes and provisions of applicable laws and regulations under which the Project Area is governed. (e) Pursuant to the provisions of California Health and Safety Code Section 33433, the Agency gave notice and held a public hearing on January 23, 1984, at which time the form of the original agreement for disposition and development was 3 available for public examination. By Resolution No. 4573, adopted on January 23, 1984, the Agency approved the execution of the original agreement~ subsequently, by Resolution No. 4762, sale of all of the Property provided for herein to Redeveloper was authorized, and on December 8, 1986, the Agency approved this agreement and determined that the method of disposition provided for in this agreement is the most effective method for accomplishing the objectives of this Agency. (f) On the basis of the foregoing, and the undertakings of the Agency, the City and the Redeveloper under this agreement, the Agency desires to sell and the Redeveloper desires to purchase said Property in accordance with the provisions of the Redevelopment Plan and this Agreement. NOW, THEREFORE, IT IS AGREED between the parties hereto as follows: 1. Sale of Property. Conveyance Terms. A. Subject to all terms, covenants, and conditions of this agreement, the Agency agrees to convey the property to the Redeveloper at a total acquisition price of $358,800~ $31,960 of said acquisition price has been deposited with Agency~ the balance attributable to Lot 4 of Tract No. 13039 will be paid for with $7,920 in cash at closing, and a promissory note for $31,680 to be delivered at closing~ ($3,960 was expected to be deposited into escrow, and another $3,960 to be paid at closing~ that not having heretofore been due, $7,920 shall be paid through escrow and a Promissory Note 4 delivered for $31,680, representing the entire $39,600 being paid for Lot 4) the remaining $287,240 shall be paid in cash at the time of delivery of one or more grant deeds for the Property (the .Closing"). (The $7,920 and $287,240 totals $295,160 to be paid at Closing.). B. At Closing, title to the Property shall be conveyed to the Redeveloper by grant deed(s) substantially in the form attached hereto as Exhibit "B", and by this reference made a part hereof. The Agency shall prepare such deed(s). C. The Redeveloper shall have the right to enter into possession of the Property upon delivery of the grant deed from Agency. D. The title to the Property conveyed by the Agency to the Redeveloper shall be a marketable title free and clear of all liens, encumbrances and exceptions, except as follows: (i) The title shall be subject to the conditions and restrictions set forth in the Declaration of Restrictions, recorded in Book No. 7707 at Page 573 et seq., in the official records of the County of San Bernardino (the "Declaration"), which Declaration is incorporated herein by reference. (ii) All of the agreements, covenants and conditions undertaken by the Redeveloper under this agreement. 2. Obliaations of Aaencv and City. The Agency shall be responsible for and complete the actions set forth in Exhibit "C" and agrees to use its best efforts to complete them prior to, or concurrently with, the completion of the required actions to be taken by the Redeveloper. The City shall be responsible for the undertakings specified in Exhibit "E". 5 3. Obliaations of Redeveloper. A. The Redeveloper agrees to be responsible for and complete the actions set forth in Exhibit "D" within the time schedule set forth therein. B. Redeveloper has submitted to Agency development plans. The plans have been approved by the Agency, the City and California State University, San Bernardino campus (the "University"), and such plans meet the requirements of the Redevelopment Plan and the Declaration. Any changes in plans shall require the specific approval of the Executive Director of Agency, which approval shall not be given unless the changes are also approved by the University. C. The Project shall be constructed in accordance with all applicable State and local building and zoning laws and regulations and shall conform to the plans. D. Following Closing and until construction of the Project has been completed, the Redeveloper agrees to make a detailed written report every six (6) months to the Agency as to the progress of such construction. During such period, construction of the Project shall be subject to inspection by representatives of the Agency. 4. Certificate of Completion. A. After completion of the Project in accordance with the plans, as amended by any changes approved pursuant to Section 3B hereinabove, the Agency will promptly furnish the Redeveloper with a Certificate of Completion substantially in the form of Exhibit "F" hereto (the "Certificate"). The 6 Certificate shall be conclusive determination of satisfactory termination of the agreements and covenants of this agreement and the grant deed(s), with respect to the obligation of the Redeveloper, provided that the Certificate shall not constitute evidence of compliance with, or satisfaction of, any obligation of the Redeveloper to any holder of any mortgage, securing money loaned to finance the improvement, or any part thereof. If the Project is developed in phases, with approval of the Agency, a partial Certificate of Completion shall be given upon completion of any such phase; such Certificate shall be applicable only to such phase. B. The Certificate provided for in this Section shall be in such form as will enable it to be recorded with the County Recorder of San Bernardino County. If the Agency shall refuse or fail to provide the certification in accordance with the provisions of this Section, the Agency shall, within thirty (30) days after written request by the Redeveloper, provide the Redeveloper with a written statement indicating in detail in what respects the Redeveloper has failed to complete the improvements in accordance with the plans or is otherwise in default under this agreement and what measures or acts will be necessary, in the opinion of the Agency, for the Redeveloper to take or perform in order to obtain the Certificate. Upon Redeveloper's correction of the deficiencies noted in such letter, the Agency shall promptly furnish the Certificate. 5. Maintenance. 7 A. The Redeveloper agrees that the Redeveloper shall, to the Agency's reasonable satisfaction, properly maintain the parking areas and landscaped areas and parkways on the Property as shown on the plans, as approved by the Agency, and required by the conditions and restrictions of the Declaration. B. In the event Redeveloper fails to perform the maintenance as provided herein, Agency shall give notice to Redeveloper of its alleged failures, and detail the corrective steps to be taken. Redeveloper shall have the right to be heard by the Community Development Commission if it requests a hearing within ten (10) days after receipt of notice. Redeveloper shall have thirty (30) days to correct any deficiency, unless a longer time is granted at a hearing. After that time, the City and/or the Agency shall have the right to enter the Property and undertake, or cause to be undertaken, the maintenance activities detailed in the notice provided for herein. In such event, Redeveloper shall be liable for and reimburse the City and/or the Agency for all reasonable sums incurred by it for such maintenance activities. This right of entry and the right to correct and be reimbursed shall be Agency's only remedy for any alleged breach of this provision. 6. Restrictions on Use. The Redeveloper agrees that it shall: A. Devote the Property to, and only to and in accordance with, the uses permitted by the Redevelopment Plan. The terms 8 "uses permitted by the Redevelopment Plan" and "land use" referring to provisions of the Redevelopment Plan, or similar language in this agreement, shall apply to the Property and all buildings and uses thereon. B. Not discriminate upon the basis of race, sex, marital status, color, creed, religion, physical handicap, national origin or ancestry in the sale, lease, sublease, rental, or transfer or in the use, occupancy, tenure, or enjoyment of the Property or any improvements erected or to be erected thereon, or any part thereof, nor shall the Redeveloper 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, or any part thereof. 7. Aqency Riqhts to Enforce. In amplification, and not in restriction of the provisions of the preceding Section, it is intended and agreed that the Agency and its successors and assigns shall be deemed beneficiaries of the agreements and covenants provided in Sections 5 and 6 hereof, both for and in their or its own right, and also for the purposes of protecting the interests of the community and other parties, public or private, in whose favor or for whose benefit such agreements and covenants have been provided. Only the Agency and City shall have the right to maintain actions based on the terms of Sections 5 and 6. This agreement is not intended to create in any other party the right to enforce this agreement. 9 The agreements and covenants of Sections 5 and 6 shall run in favor of the Agency, for the entire period during which such agreements and covenants shall be in force and effect, without regard to whether the Agency has at any time been, remains, or becomes an owner of any land or interest therein to which, or in favor of which, such agreements and covenants relate. Only the City or the Agency shall have the right, in the event of any breach of any such agreement or covenant, to exercise all of the rights and remedies, subject to the notice and cure provisions of Section 11 of this agreement, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant, to which it or any other beneficiaries of such agreement or covenant may be entitled. Any leases made by the Redeveloper covering the subject Property shall give notice of applicable restrictions, covenants and conditions set forth in Sections 5 and 6 of this agreement. The Redeveloper and the Agency agree to cooperate in enforcing such restrictions, covenants and conditions. 8. Eaual Emolovment Oooortunitv. The Redeveloper agrees that during the construction of the Project: A. The Redeveloper shall not discriminate against any employee or applicant for employment because of race, sex, marital status, color, creed, religion, physical handicap, national origin or ancestry. The Redeveloper shall take the necessary affirmative action to ensure that applicants are employed and that employees are treated during employment 10 without regard to their race, sex, marital status, color, creed, religion, physical handicap, national origin or ancestry. Such affirmative action concerning equal employment opportunities shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of payor other forms of compensation, and selection for training, including apprenticeship. The Redeveloper agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Agency setting forth the provisions of the nondiscrimination clause. B. The Redeveloper shall, in all solicitations or advertisements for employees in the construction phase placed by or on behalf of the Redeveloper, state that all qualified applicants will receive consideration for employment without regard to race, sex, marital status, color, creed, religion, physical handicap, national origin or ancestry. C. The Redeveloper shall comply with all applicable local, State and Federal laws and regulations relating to equal employment opportunity. D. In the event of the Redeveloper's noncompliance with the nondiscrimination clause of this Section, or with any of said laws, rules or regulations, the Agency shall, after compliance with the notice and cure provisions of Section 11 herein, have the right to compel full compliance through an action for specific performance of this Agreement. 11 E. The Redeveloper shall include notice of the provisions of subdivisions (a) through (c) of this Section in every construction contract, and shall require the inclusion of notice of these provisions in every construction subcontract entered into by any of its contractors, unless exempted by the applicable laws, rules or regulations and such provisions shall be binding upon each such contractor, subcontractor, or vendor, as the case may be. The Redeveloper shall take such action with respect to any construction contract or subcontract, as the Agency may direct, as a means of enforcing such provisions, including sanctions for noncompliance, provided, however, that in the event the Redeveloper becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Agency, the Redeveloper may require the Agency to enter into such litigation to protect its interest. 9. Prohibition Aqainst Assiqnment and Transfer. A. Representations as to the Redevelopment: The Redeveloper represents and agrees that the Property acquired hereunder, and Redeveloper's other undertakings pursuant to this agreement, are and will be used for the purpose of redevelopment of the Property in accordance with this agreement and not for speculation in landholding. The Redeveloper further recognizes: (1) the importance of the redevelopment of the property to the general welfare of the community; 12 (2) that the qualifications and identity of the Redeveloper are of particular concern to the community and the Agency. B. Prohibition Against Transfer of Property and Assignment of Agreement prior to completion of the Project: (1) The Redeveloper represents and agrees for itself, and its successors and assigns that except only by way of security for, and only for (i) the purpose of obtaining financing necessary to enable the Redeveloper to perform its obligations with respect to constructing, owning and operating the Project under this agreement, and (ii) any other purposes authorized by this agreement, the Redeveloper (except as so authorized) has not made or created, and that it will not, prior to the completion of the Project and receipt of the Certificate, make or create, or suffer to be made or created, any total or partial sale, assignment, conveyance, or grant any trust or power, or transfer in any other mode or form with respect to, this agreement or the Property, or any part thereof or any interest therein, or enter into any contract or agreement to do any of the same, without the prior written approval of the Agency. The restrictions of this provision shall terminate upon recording of the Certificate(s). Prior to the issuance of the Certificate, the Redeveloper may nevertheless enter into any lease of apartments, facilities, or suites with respect to the Project, in the ordinary course of business. 13 (2) The Agency shall be entitled to require, except as otherwise provided in this agreement, as conditions to any such approval required for a sale, assignment, transfer or grant under the preceding paragraph prior to the recordation of the Certificate, that: (a) Any proposed transferee shall have the qualifications and financial responsibility, as determined by the Agency, necessary and adequate to fulfill the obligations undertaken in the agreement by the Redeveloper (or, in the event the transfer is of, or relates to, part of the Property, such obligations to the extent that they relate to such part). (b) Any proposed transferee, by instrument in writing satisfactory to the Agency and in recordable form, shall, for itself and its successors and assigns, and expressly for the benefit of the Agency, have expressly assumed all of the obligations of the Redeveloper under this agreement and agreed to be subject to all the conditions and restrictions to which the Redeveloper is subject (or, in the event the transfer is of, or relates to, part of the Property, such obligations, conditions, and restrictions to the extent that they relate to such part); provided that, if any transferee of, or any other successor in interest whatsoever to, the Property, or any part thereof shall not have assumed such obligations or so agreed, that fact shall not (unless and only to the extent otherwise specifically provided in this agreement or agreed to in writing by the Agency) relieve or excuse such transferee or successor of or from such 14 obligations, conditions, or restrictions, or deprive or limit the Agency of, or with respect to, any rights or remedies or controls with respect to the Property or the construction of the Project. Redeveloper shall also remain fully liable hereunder unless specifically excused by agreement of the Agency in writing. It is the intent of this subsection, together with other provisions of this agreement, that (to the fullest extent permitted by law and equity and excepting only in the manner and to the extent specifically provided otherwise in this agreement) no transfer of or change with respect to ownership in the Property or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate legally or practically, to deprive or limit the Agency of, or with respect to, any rights or remedies or controls provided in, or resulting from, this agreement with respect to the Property and the construction of the Project that the Agency would have had, had there been no such transfer or change. (c) Redeveloper shall submit to the Agency for review all instruments and other legal documents involved in effecting any such proposed transfer subject to the Agency's approval; and if approved by the Agency, its approval shall be indicated to the Redeveloper in writing. If a proposed transfer is disapproved by the Agency, its reasons shall be clearly stated in writing to the Redeveloper. Agency agrees to act promptly and without delay on any request to approve a transfer by Redeveloper. 15 (d) The consideration payable for the transfer by the transferee, or on its behalf, shall not exceed an amount representing the actual cost (including carrying charges) to the Redeveloper of the Property (or allocable to the part thereof or interest therein transferred) and the improvements, if any, theretofore made thereon by it, it being the intent of this provision to preclude assignment of this agreement or transfer of the Property (or any parts thereof other than those referred to in this Section 10 (relating to security for financing), for profit prior to the completion of the Project and to provide that, in the event any such assignment or transfer is made (and is not canceled), the Agency shall be entitled to increase the purchase price to the Redeveloper by the amount that the consideration payable for the assignment or transfer is in excess of the amount that may be authorized pursuant to this subdivision. Such consideration received by Redeveloper in any form whatever shall, to the extent it is in excess of the amount so authorized, belong to, and shall forthwith be paid to, the Agency. (e) Nothing in this agreement shall preclude Redeveloper from conveying the Property in trust, or otherwise, as security for bona fide construction loan or long term financing. 10. Default Prior to Conveyance. In the event that, prior to Closing and in violation of this agreement, (i) the Redeveloper assigns or attempts to assign this agreement or 16 any rights therein or in the Property, or (ii) the Redeveloper fails to submit its certified check or cashier's check in full payment of the purchase price into escrow, and close escrow by the date specified in Exhibit "0", and take title to the Property upon tender of conveyance by the Agency pursuant to this agreement, then this agreement, any rights of the Redeveloper, or any assignee or transferee in this agreement, or rights arising from this agreement, with respect to the Property, and the down payments heretofore deposited by Redeveloper or its predecessor in interest, shall, at the option of the Agency, be terminated by the Agency. Upon such termination, neither the Redeveloper (or assignee or transferee) nor the Agency shall have any further rights against or liability to the other under this agreement. 11. Default bv Redeveloper Subsequent to Closinq. A. Any of the following circumstances shall constitute an event of default: (1) The Redeveloper (or successor in interest) shall default in, or violate, its obligations with respect to the construction of the project (including the nature and the dates for the beginning and completion thereof), or shall abandon or substantially suspend construction work for thirty (30) or more consecutive days, or (2) The Redeveloper (or successor in interest) shall fail to pay real estate taxes or assessments on the Property or any part thereof when due, or shall place thereon any encumbrance or lien not authorized by this agreement, or 17 shall suffer any levy or attachment to be made, or any materialmen's or mechanic's lien or any other unauthorized encumbrance or lien to attach, and such taxes or assessments shall not have been paid, or the encumbrance or lien removed or discharged, or provision satisfactory to the Agency made for such payment, removal or discharge, within thirty (30) days after written demand by the Agency so to do; provided, however, the Redeveloper shall have the right to contest, in good faith, by appropriate proceedings, any such lien or encumbrance, and to substitute an appropriate bond in lieu of the payment, removal, or discharge of such lien or encumbrance; or (3) There is, in violation of this agreement, any transfer of the Property, or any part thereof. B. Upon the occurrence of any such event of default, the Agency shall give written notice to the Redeveloper and concurrently to the holder of any first lien financing on the Project which has requested the Agency to provide such notice (the "Lender"). The notice shall detail any allegations of a condition of default and shall not be effective against Redeveloper unless Lender has also been notified. Redeveloper or the Lender shall be entitled to a hearing before the Co~munity Development Commission as to the existence of a default, or as to the steps to be taken to cure any default, provided that request for such hearing is made within twenty (20) days after receipt of the notice herein provided for. If no such hearing is requested, or if after the hearing, the 18 Community Development Commission determines an event of default to have occurred, the Redeveloper or Lender shall have ninety (90) days within which to cure the default. The ninety day period shall be extended, as necessary, if Lender commences foreclosure on the Project during such period, as set forth in the next paragraph. If Redeveloper fails to cure the default as provided above, or is otherwise in default under the mortgage loan made by Lender (the "Mortgage Loan"), Lender may declare a default thereunder, accelerate the debt and enforce its rights against the Property. In such event, provided that Lender proceeds to enforce its rights diligently in accordance with the Mortgage Loan documents and applicable regulations of the Department of Housing and Urban Development ("HUD"), if the Mortgage is insured by HUD, Agency shall: (i) hold in abeyance any enforcement proceedings of its own, particularly refraining from any act to take possession of the Property or to cause a reversion of Redeveloper's title, and (ii) permit Lender to exercise its rights over the Property, to foreclose and sell, or to acquire by deed in lieu of foreclosure and resell, the Property, provided that any sale or re-sale of the Property shall be subject to the covenants and unsatisfied obligations of Redeveloper under this agreement and grant deed(s). If the default is not cured as set forth in the preceding two paragraphs, the Agency shall have the right to reenter and take possession of the Property and to terminate (and revest in the Agency) the estate conveyed by the deed(s) to the 19 Redeveloper. It is the intent of this subsection, together with the other provisions of this agreement, that the conveyance of the Property to the Redeveloper shall be made upon, and that the deed(s) shall contain a condition subsequent to the effect that, upon an event of default by the Redeveloper specified in clauses (1), (2), and (3) of this subsection A above (and only for such events of default), the Agency at its option and subject to the rights of Lender, above, may declare a termination in favor of the Agency of the title, and of all the rights and interest in the Property conveyed by the deed(s) to the Redeveloper, provided only that it has given the specified notices and opportunities to cure, and the default has not been cured within the time alloted therefor. Such a termination of title in favor of the Agency shall be effected by the Agency recording in the office of the County Recorder of San Bernardino County a written Declaration of Termination referring to the deed(s) by which the Property was conveyed to the Redeveloper. Thereupon, the said deed(s) and conveyance shall become null and void, and all interest thereby conveyed shall forthwith and without further notice to the Redeveloper become forfeited and shall revert to the Agency. The condition subsequent and any revesting of title as a result thereof in the Agency is and shall always be subject to and limited by, and shall not defeat, render invalid, or limit in any way (i) the lien of any mortgage or deed of trust for construction or long term loan financing 20 authorized by this agreement and executed for the purpose of obtaining funds to acquire and/or develop the Property, and (ii) any rights or interests provided in this agreement for the protection of the holders of such mortgages or deed of trust. C. After full compliance with the notice and cure provisions contained herein (including the rights granted to Lender), the Agency shall have the right to institute such actions or proceedings as it may deem desirable for effectuating the purposes of this Section 11, in addition to the right to execute and record or file with the County Recorder of San Bernardino County a written Declaration of Termination of all rights and title of the Redeveloper, in the Property and the revesting of title thereto in the Agency, as set forth above. It is further provided that any delay by the Agency in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under this Section 11 shall not operate as a waiver of such rights or to deprive it of, or limit, such rights in any way (it being the intent of this provision that the Agency should not be constrained, so as to avoid the risk of being deprived of, or limited in, the exercise of the remedy provided in this Section because of concepts of waiver, laches, or otherwise, to exercise such remedy at a time when it may still hope otherwise to resolve the problems created by the default involved), nor shall any waiver in fact made by the Agency with respect to any specific default by the Redeveloper under 21 this Section be considered or treated as a waiver of the rights of the Agency with respect to any other defaults by the Redeveloper under this Section or with respect to the particular default, except to the extent specifically waived. D. In the event that title to the Property shall revest in the Agency in accordance with the provisions of this Section 11, the Agency shall, pursuant to its responsibilities under the Community Redevelopment Law, use its best efforts to resell the Property (subject to such mortgage liens as provided in Subsection B of this Section) as soon and in such manner as the Agency shall find feasible and consistent with the objectives of such law, and of the Redevelopment Plan as hereafter amended from time to time, to a qualified and responsible party or parties (as determined by the Agency) who will assume the obligation of making or completing the improvements or such other improvements in their stead as shall be satisfactory to the Agency and in accordance with the uses specified in the Redevelopment Plan, as hereafter amended from time to time. Upon such resale of the Property, the proceeds thereof shall be applied: First: To reimburse the Agency, on its own behalf or on behalf of the City, for all costs and expenses incurred by the Agency, including, but not limited to, real estate broker commissions, if any, paid by the Agency, attorneys fees and salaries of personnel, in connection with the sale and recapture, management and resale of the Property (but less any income derived by the Agency from the Property in connection 22 with such management), all taxes and assessments with respect to the Property (or, in the event the Property is exempt from taxation or assessment during the period of ownership thereof by the Agency, an amount equal to such taxes and assessments, or charges (as determined by proper assessing officials) as would have been payable if the Property were not so exempt), and payments made or necessary to be made to discharge any encumbrances or liens existing on the Property at the time of revesting of title thereto in the Agency or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of the Redeveloper, its successors or transferees, and expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Property; and any amounts otherwise owing the Agency by the Redeveloper and its successors or transferees. Agency shall not unreasonably delay any such resale, and shall give to any Lender notice of the terms of any sale thereof as reported for approval to the Community Development Commission, unless the Lender had previously been paid in full or waived any further rights to the property. Second: To reimburse the Redeveloper, its successors or transferees up to the amount equal to (i) the sum of the purchase price paid by it for the Property and the cash actually invested by it in making any of the improvements on the Property less (ii) any gains or income withdrawn or made by it from this agreement or the Property. 23 Third: Any excess remaining shall be retained by the Agency. 12. Default bv Aqencv Subsequent to Closinq. In the event that the Agency fails to comply with each and every condition hereinabove set forth, with the exception of those conditions which are to be performed by the Redeveloper, the Redeveloper or Lender may initiate an action to compel the Agency to perform its obligations and to seek judicial or equitable relief for the Agency's failure to perform, including compensation for damages suffered by Redeveloper or Lender. 13. Cumulative Remedies: Waivers. A. The rights and remedies of the parties to this agreement shall be cumulative, and the exercise by either party of anyone or more of such remedies shall not preclude the exercise by it, at the same or different times, of any other such remedies for any other default or breach by the other party. No waiver by either party with respect to the performance, or manner, or time thereof, or any obligation of the other party or any condition to its own obligation under this agreement, shall be considered a waiver of any rights of the party making the waiver with respect to the particular obligation of the other party or condition to its own obligation beyond those expressly waived and to the extent thereof. No such waiver shall in any respect affect any other rights of the party making the waiver or any other obligations of the other party. 24 B. The Redeveloper, for itself and its successors and assigns, and all other persons who are or who shall become, whether by express or implied assumption or otherwise, liable upon, or subject to, any obligation or burden under this agreement, hereby waives, to the fullest extent permitted by law and equity, any and all claims or defenses otherwise available on the ground of its (or their) being or having become a person in the position of a surety, whether real, personal, or otherwise, or whether by agreement or operation of law, including, without limiting the generality of the foregoing, any and all claims and defenses based upon extension of time, indulgence, or modification of terms of contract. No waiver under this Subsection l4(B) shall be deemed applicable to Lender or its rights under this agreement. 14. Aaencv Emplovees. Members. No member, official, or employee of the Agency shall have any financial interest, direct or indirect, in this agreement or in the Property, nor shall any such member, official, or employee participate in any decision relating to this agreement or to the Property, which affects his financial interests or the interests of any corporation, partnership, or association in which he is, directly or indirectly, interested. No member, official, or employee of the Agency shall be personally liable to the Redeveloper or any successor in interest in the event of any default or breach by the Agency or for any amount which may become due to the Redeveloper or successor or on any obligations under the terms of this agreement. 25 15. Attornevs Fees. Redeveloper agrees if any action is brought against Redeveloper for breach of any of the covenants or conditions of this agreement to pay reasonable attorneys fees and court costs. 16. Notice. Any notice, demand or request required or permitted to be given by either party to the other shall be given by certified mail, return receipt requested, postage prepaid, addressed as follows (or to such other notice address as any party may have furnished to the other in writing): AGENCY: REDEVELOPER: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 300 North "0" Street, Rm. 320 San Bernardino, CA 92418 UNIVERSITY VILLAGE APARTMENTS 7777 Alvarado Rd., Ste. 621 La Mesa, CA 92041 Attn: Robert C. Spriggs CITY: City Administrator City of San Bernardino 300 North "0" Street San Bernardino, CA 92418 17. Merqer. None of the provisions of this agreement are intended to or shall be merged by reason of any deed(s) transferring title to the Property from the Agency to the Redeveloper or any successor in interest, and any such deed(s) shall not be deemed to affect or impair the provisions and covenants of this agreement. 18. Riqht to Modifv. Terminate. Amend. This agreement may be terminated, extended, modified or amended as to all of the Property or any part thereof, for which a Certificate of Compliance has not been issued, upon the mutual written agreement of the Agency and Redeveloper, but only upon the 26 prior written consent of Lender. No such termination, extension, modification or amendment shall be effective until a written instrument setting forth the terms of the same has been executed, acknowledged and recorded in the Office of the Recorder of San Bernardino, California. I 19. Time is of the Verv Essence. Agency and Redeveloper shall have every right to exercise their respective options upon any breach of time constraints whatever. All parties recognize that time is of the very essence of this agreement. 20. Lender as Beneficiarv Hereunder: Additional Riahts of Lender. Redeveloper and Agency agree and intend that Lender is to be a beneficiary of certain provisions of this Agreement, and that Lender shall have the rights provided in this agreement to the extent set forth herein, notwithstanding that it is not a signatory party hereunder. In addition to the rights granted to Lender under Section 11 for notice of events of default by Redeveloper, and rights given to Lender to effect a cure or enforce its remedies under the Mortgage Loan, Redeveloper and Agency agree that, as under Section 11: (il Agency shall give Lender notice of any default of Redeveloper under the agreement or the grant deed(sl, whether or not such defaults are events of default under Section 11; and (iil Lender shall have the same grace periods and rights to cure or enforce the Mortgage on such defaults, as it has for events of default under Section 11. 27 21. Validitv Continaencv. This agreement shall not become effective for any purpose unless the original, duly executed by the Redeveloper, is returned and received by the Agency within ten (10) days from the receipt thereof by the Redeveloper. 22. Prior Aareements Superseded. This agreement supersedes and replaces any and all prior agreements, whether recorded or not, entered into between the parties or their predecessors in interest. This agreement specifically replaces and renders void, the following agreements: A. That certain Disposition and Joint Development Agreement recorded May 27, 1986, as Document No. 86-137332, San Bernardino County records. B. That certain First Amendment to Disposition and Joint Development Agreement recorded June 23, 1986, as Document No. 86-163785, San Bernardino County records. C. That certain Second Amendment to Disposition and Joint Development Agreement recorded July 31, 1985, as Document No. 85-184408, San Bernardino County records. D. That certain Third Amendment to Disposition and Joint Development Agreement recorded April 17, 1986, as Document No. 86-099978, San Bernardino County records. 23. Execution. This agreement may be executed in several counterparts, each of which shall be deemed to be an original and such counterparts shall constitute one and the same instrument. 28 EXECUTED at Crt- !2- day of 54rJ /J/EteAfI4Je..PINO , California, this Dee€. ""I?Gi2. , 19~. AGENCY: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By Chai man By M1idt bJ Secretary Approved as to form: AGENCY COUNSEL BY~.~i'~ ATTEST: ~U?/?~$ City Clerk Approved as to form: ~~~ City Attorney . REDEVELOPER: By UNIVERSITY VILL A California Ge: Partnership By SAN BERNARDINO By Mayor 29 _---I. ACKROWLBDGMBN'.l'S t CAT.NO.NN_ TO 1948 CA (9-84) (PartnershIp) STATE OF CALIFORNIA COUNTY OF San Diego On December 1, 1986 said State, personally appeared before me, the undersigned, a Notary Public in and for DOlla BrunnAlZP . TICOR TITLE INSURANCe } ~. ".. .. .. z .. i i ~ , personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as one - of the partners of the partnership that executed the within instrument, and acknowledged to me that such pannership executed the same. WITNESS my hand and official seal. . OFFICIAL SEAL THELMA C FORD NOTARY PUBLIC - CALIFORNIA SAN DIEGO COUNTY My comm. expires AUG 4, 1989 Signature --Uimd (1 ~ lTbio _ for_ __-.II CAT. NO. NN00630 TO 1948 CA (9-84) (PartnershIp) STATE OF CALIFORNIA COUNTY OF R~n nip~n . TICOR TITLE INSURANCe } ~. t .. 5 z 2 i ~ On December 1. 1986 said State, personally appeared before me. the undersigned, a Notary Public in and for Robert C. Spriggs , personally known to me or proved to me on the basis of satisfactory evidence to be the person _ who executed the within instrument as on P of the partners of the partnership that executed the within instrument, and acknowledged to me that such pannership executed the same. WITNESS my hand and official seal. ~. . . ll> ." .' ::...,- "M' OFFICIAL SEAL THELMA C FORD NOTARY PUBLIC - CALIFORNIA SAN DIEGO COUNTY My comm. expires AUG 4, 1939 Signature ~-nuJ (1. .4J~ lTbio_f..._ __-.II 30 EXHIBIT RAn DESCRIPTION OF PROPERTY Lot 1, Lot 2, Lot 3, and Lot 4, Tract Map No. 13039, City of San Bernardino, County of San Bernardino, State of California. 31 EXHIBIT "B" GRANT DEED (Subject to Conditions Subsequent) The REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA, a public corporation, hereinafter called the Grantor, in consideration of the sum of THREE HUNDRED FIFTY- EIGHT THOUSAND EIGHT HUNDRED DOLLARS ($358,800), to be paid by UNIVERSITY VILLAGE APARTMENTS, a California partnership, hereinafter called Grantee, pursuant to a Revised Disposition and Joint Development Agreement between Grantor and Grantee, dated December ___, 1986, (the "Agreement") and in further consideration of the covenants and conditions herein contained and to be kept and performed by the Grantee, does hereby grant and convey to the Grantee, its successors and assigns, in fee simple, all that real property in the City of San Bernardino, County of San Bernardino, State of California, described in Exhibit "A" attached hereto, and agrees that it will warrant specially and generally such property, except that, as to that part of Lots 1, 2, 3 and 4, Tract No. 13039, lying within 100 feet of the southeasterly right of way line of University Parkway, Agency disclaims any warranty. As to such property, Agency quitclaims to Grantee any and all rights and title Agency may have therein, without warranty. Grantor and Grantee agree that, other than with respect to the foregoing granting provisions of this Deed, if there exists any conflict between the provisions hereof and the 32 Agreement, the terms and conditions of the Agreement shall control. The Grantee does hereby acknowledge receipt of a copy of the Redevelopment Plan for the State College Redevelopment Project, approved by Ordinance No. 3067 of the City of San Bernardino, which Ordinance was adopted, April 27, 1970, which is hereinafter referred to as the "Redevelopment Plan", said Redevelopment Plan containing as a part thereof that certain Declaration of Restrictions which became effective under said Ordinance and which is hereinafter referred to as the "Restrictions". The Grantee, for itself, its successors and assigns, does hereby covenant and agree with, and for the benefit of, the Grantor, its successors and assigns, as follows: 1. Grantee, its successors and assigns, will hold, occupy and use the aforesaid real property sUbject to and in accordance with all the terms, conditions, limitations, restrictions, requirements and covenants set forth in the Redevelopment Plan and the Restrictions as in effect on the date of this Deed. Said terms, conditions, limitations, restrictions and covenants "running with the land" and shall be binding for the benefit and in favor of, and be enforceable by, the Grantor, its successors and assigns, the City of San Bernardino, and any successor in interest to the Grantee of the Property or any part thereof. 2. (a) The Grantee herein covenants by and for itself, its successors and assigns, and every successor in 33 interest to the Property, or any part thereof" and all persons claiming under or through them, that the Grantee, and such successors and assigns, shall (1) Devote the Property to uses consistent with the purposes of the Redevelopment Plan. (2) Not discriminate upon the basis of race, sex, marital status, color, creed, religion, physical handicap, national origin, ancestry, age or handicapped status in the sale, lease, sublease, rental or transfer or in the use, occupancy, tenure or enjoyment of the Property or any improvement erected or to be erected thereon, or any part thereof, nor shall the Grantee himself or any person claiming under or through him, 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, or any part thereof. (3) Properly maintain the parking areas, landscaped areas and parkways on the Property, and that, if Grantee fails to remedy any failure after thirty (30) days notice from Grantor or the City of San Bernardino (the "City"), Grantor or City shall have the right to enter the Property, and undertake or cause to be undertaken such maintenance activities. In such event, Grantee, its successors or assigns, shall reimburse City or Grantor for all reasonable sums incurred for such maintenance activities. 34 (b) The foregoing agreements and covenants, as set forth in subdivision (a) of Section 2 of this Deed, shall be covenants running with the land, and they shall in any event, without regard to technical classification or designation, legal or otherwise, and except only as otherwise specifically provided in this Deed, be binding to the fullest extent permitted by law and equity, for the benefit and in favor of, and be enforceable by the Grantor, its successors and assigns, the City, and every successor in interest to the Property, or any part thereof or any interest therein, and any party in possession or occupancy of the Property or any part thereof. It is further intended and agreed that the agreement and covenant provided in subsection (1) of subdivision (a) of Section 2 of this Deed shall remain in effect for a period of forty-five (45) years from the date upon which said Ordinance became effective, at which time such agreement and covenant shall terminate, and that the agreement and covenant provided in subsection (2) of subdivision (a) of Section 2 hereof shall remain in effect without limitation as to time; provided that such agreements and covenants shall be binding on the Redeveloper itself, each successor in interest to the Property, and every part thereof, and each party in possession or occupancy, respectively, only for such period as such successor or party shall have title to, or an interest in or possession or occupancy of, the Property or part thereof. The term "uses specified in the Redevelopment Plan" and "land use" referring to provisions of the Redevelopment Plan, or similar 35 language, in the agreement shall include the land and all buildings, housing, and other requirements or restrictions of the Redevelopment Plan pertaining to such land. 3. In amplification and not in restriction of, the provisions of Section 2, hereof, it is intended and agreed that the Grantor and its successors and assigns shall be deemed beneficiaries of the agreements and covenants provided in said Section 2 hereof, both for and in their or its own right and also for the purpose of protecting the interests of the City and other parties, public or private, in whose favor or for whose benefit such agreements and covenants have been provided. This Deed creates no cause of action enforceable by any person or party other than the Grantor or the City of San Bernardino. Such agreements and covenants shall run in favor of the Grantor, for the entire period during which such agreements and covenants shall be in force and effect, without regard to whether the Grantor has at any time been, remains, or is an owner of any land or interest therein, or in favor of which, such agreements and covenants relate. The Grantor shall have the right, in the event of any breach of any such agreement or covenant, to exercise all the 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 breach of agreement or covenant, to which it or any other beneficiaries of such agreement or covenant may be entitled, subject to the notice and cure provisions of the Agreement. 36 (THIS DEED IS GIVEN SUBJECT TO A CONDITION SUBSEQUENT, AS FOLLOWS:) 4. In the event Grantee shall default in the performance of Grantee's undertakings for the construction of certain improvements on the Property within the time and in the manner set forth in the Agreement, or if the Grantee shall fail to pay real estate taxes or assessments on the Property when due; or shall place thereon any encumbrance or lien unauthorized by the agreement, or shall suffer any levy, lien, or attachment to be made with respect to the Property, or there is in violation of the Agreement, any transfer of the Property or any part thereof, and if, prior to execution and delivery by Grantor to Grantee of a Certificate of Completion, Grantor shall record in the office of the County Recorder of the County of San Bernardino, State of California, a written Declaration of Termination referring to this Deed, then this Deed and conveyance shall be null and void and all interest hereby granted and conveyed shall forthwith and without further notice to Grantee, become forfeited and shall revert to the Grantor. No such DeclaratIon of Termination shall be recorded by Grantor until after full compliance with the notIce and cure provisIons contained in the Agreement. Any default by Grantee described in this Section 4 and the forfeiture of the Grantee's interest in the Property by reason of such defa~lt shall not in ani manner impair, defeat or render lnvalid the interest of any mortgage or deed of trus~, or of ani beneficiary under any deed of trust or mortga3e glven 0Y Grantee to secure a bona fide 37 loan for the purpose of obtaining funds to acquire and/or develop all or part of the Property. (THE FOREGOING CONDITION SUBSEQUENT IS TERMINATED AND SHALL BE NULL AND VOID UPON RECORDING OF THE CERTIFICATE OF COMPLETION DULY EXECUTED BY AGENCY AS HEREINAFTER SPECIFIED.) 5. (a) Promptly after completion of the improvements in accordance with the provisions of the Agreement, the Grantor will furnish the Grantee with a recordable Certificate of Completion as specified in the Agreement. The issuance of such Certificate by the Grantor shall be (and it shall be so provided in the Certificate itself), a conclusive determination of satisfaction and termination of the agreements and covenants in said Agreement and Section 4 of this Deed. (b) It is expressly understood by Grantor and Grantee, that the covenants contained in Section 2(a)l, 2(a)2, and 2(a)3 of this Deed are not subject to the Condition Subsequent specified in Section 4 hereof, but are enforceable under the other provisions of this Deed and as specified in the Agreement. These covenants and the provision for their enforcement shall, however, survive the termination of the Condition Subsequent and shall remain enforceable as otherwise provided. 6. None of the provisions of the Agreement are intended to or shall be merged by reason of this Deed transferring title to the Property from the Grantor to the Grantee, and this Deed shall not be deemed to affect or impair 38 the provisions and covenants of said Agreement. However, the provisions referred to herein shall be deemed fully satisfied and terminated upon recording of the Certificate of Completion provided for in Section 5 IN WITNESS WHEREOF, the Grantor and Grantee have executed this Deed by their respective officers thereunto duly qualified this day of , 19_. GRANTOR: GRANTEE: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO UNIVERSITY VILLAGE APARTMENTS A California General partnership By By Chairman A General Partner By Secretary Approved as to form: AGENCY COUNSEL Bylld4.' .f~7';f~ 39 ACKNOWLEDGMENTS 4n EXHIBIT RAR TO GRANT DEED DESCRIPTION OF PROPERTY Lot 1, Lot 2, Lot 3, and Lot 4, Tract Map No. 13039, City of San Bernardino, County of San Bernardino, State of California. 41 EXHIBIT "C" UNDERTAKINGS AND OBLIGATIONS OF AGENCY 1. Agency shall sell the Property described in Exhibit "A" to Redeveloper for the sum of $358,800, $31,960 of which has been deposited; the balance of $326,840 shall be paid in the form of $291,200 in cash through escrow and delivery of a promissory note for $31,680 through escrow. The price is apportioned as $39,600 for Lot 4, and $319,200 for the rest of the Property. 2. Agency shall reimburse to Redeveloper the actual cost incurred in landscaping the median strip on North Park Circle, adjacent to the parcel of land to be conveyed by Redeveloper to City (Lot 4, Tract No. 13039), up to but not exceeding the sum of $60,000, provided, however, that state-mandated prevailing wage rates must have been paid on this portion of the Project's construction and state-imposed public works have been complied with. 3. At such time as Redeveloper conveys the .99 acre parcel identified as Lot 4 of Tract Map No. 13039 to City, Agency shall reimburse Redeveloper for the actual cost of landscaping and sprinkler system, up to an amount of $30,000, provided, however, that state-mandated prevailing wage rates must have been paid on this portion of the project's construction, and state-imposed public works laws must have been complied with. 4. Agency recognizes the rights and interests of the Trustees of California State University, on behalf of the San 42 Bernardino campus, pursuant to an agreement executed by the Agency, Redeveloper and the University incident to the execution of a third amendment to the original agreement. 43 EXHIBIT ftDft UNDERTAKINGS AND OBLIGATIONS OF REDEVELOPER 1. Redeveloper agrees to purchase the property described in Exhibit ftAft from Agency for the sum of $358,800, of which $31,960 has been deposited with Agency. The sum of $295,160 in cash shall be paid through escrow, together with a promissory note for the sum of $31,680, payable within three years, and bearing interest at the rate of ten (10%) percent per annum. The promissory note shall be in form approved by Agency Counsel. 2. Redeveloper shall have all of the Property conveyed hereunder, mapped into a Tract No. 13039, which shall have 4 lots, three of which (Lots 1, 2 and 3) shall be used by Redeveloper for this development, with Lot 4 to be conveyed to the City as specified in Paragraph 6 below. The tract map shall be recorded prior to or coincident with the Closing. 3. Redeveloper shall develop upon property described as Lots 1, 2 and 3, Tract Map No. 13039, a total of 197 apartment units. The plans as submitted to City and Agency are satisfactory, but Redeveloper acknowledges that any changes therein must have the approval of the Agency, and Redeveloper recognizes that no such approval will be given if the overall quality is lessened, or if any proposes change adversely impacts California State University, San Bernardino campus. City's Planning Director and Agency's Executive Director shall be responsible for assuring that any changes proposed by 44 Redeveloper are coordinated with and reviewed by representatives of the University. 4. Development shall comply with at least the foilowing schedule: A. Close escrow not later than January 31, 1987. B. Phase I (100 units) shall be started and building permits obtained not later than June 1, 1987. Construction work shall thereafter proceed without interruption, and Phase I shall be completed and Certificates of Occupancy obtained not later than July 31, 1988, with the construction value of such units to be not less than $2,600,000. C. Phase II (97 units) shall be started and building permits obtained not later than July 31, 1988; construction work shall thereafter proceed without interruption, and Phase II shall be completed and Certificates of Occupancy obtained not later than June 1, 1989, with the construction value of such units to be not less than $2,500,000. 5. Redeveloper shall grant to the Trustees of California State University, for the San Bernardino campus, an option to buy that parcel of land to be identified as Lot 4, Tract No. 13039, in the City of San Bernardino, at any time within forty (40) years from the date of execution of this agreement, for the price of One Dollar ($1.00), which option shall be delivered through escrow and recorded. The option shall be in form approved by Agency Counsel. 6. Redeveloper shall, after completion of installation of landscaping and a sprinkler system upon such property 45 satisfactory to the City's Director of Parks, Recreation and Community Services, convey the parcel to be identified as Lot 4, Tract No. 13039 to the City of San Bernardino, as a gift, subject to the option rights granted to the Trustees of California State University. This conveyance shall occur not later than July 31, 1988. 7. Redeveloper, for itself, its successors and assigns, waives the right to claim a density bonus at this time or any time in the future relative to the Property. No more than 197 dwelling units shall be erected upon the Property. 8. Redeveloper shall accept that part of Lots 1, 2, 3 and 4, Tract No. 13039, lying within 100 feet of the southeasterly right of way line of University Parkway, from Agency without warranty, and shall obtain and rely upon a policy of title insurance covering such property. 9. In the event Redeveloper constructs this development in phases and completes one phase but defaults as to the second phase, the remedies established in the Agreement shall apply only to those portions of the property as are being developed under Phase II. A separate partial Certificate of Completion covering Phase I of the development shall be provided upon successful completion of Phase I, which Certificate shall evidence satisfaction of all obligations of the Redeveloper as to Phase I, but only as to Phase I and the portion of the Property utilized therein as described in the Certificate of Completion. Such partial Certificate of Completion shall not serve to release any obligations of Redeveloper as to phase II. 46 10. Redeveloper acknowledges that, in entering into this agreement, Agency contemplates that it will receive substantial tax increment funds to meet its present and future obligations and to finance redevelopment activities throughout the State College Project Area, and in other areas of the City, and that the schedule of development, and the times by which certain steps will be completed by Redeveloper, are of great financial importance to Agency. In the event that Redeveloper shall fail to complete the development of Phase I by or before July 31, 1988, and to have Certificates of Occupancy issued for all units of Phase I by that date, Redeveloper agrees to pay to Agency, on or before September 1, 1988, and annually on or before the same date of each year thereafter until Phase I is completed and Certificates of Occupancy issued therefor, the sum of $27,500, as an annual payment in lieu of development, to partially offset the loss sustained by Agency in not having the improvements completed and on the tax rolls by that date. In addition, in the event that Phase II is not completed, or Certificates of Occupancy therefor are not issued by or before June 1, 1989, Redeveloper agrees to pay to Agency, on or before July 1, 1989, and on the same day of each year thereafter until Phase II is completed and Certificates of Occupancy are issued therefor, the sum of $27,500 as an annual payment in lieu of development, to partially offset the loss sustained by Agency in not having the improvements completed and on the tax rolls by that date. The parties acknowledge that the amounts payable in lieu of 47 development for Phase II are additional to, and not a substitute for, the amounts payable in lieu of development for Phase I, and that the fees shall be payable annually from and after the first date such payment is due, until the particular phase of development has been completed with the improvements placed upon the tax rolls. Time is of the essence of this agreement. 11. Redeveloper agrees to pay itself or through establishment for a landscape maintenance district one-half of all costs of the maintenance of landscaping in the University Parkway median adjacent to the Property conveyed hereunder, and 100% of the costs of maintenance of the parkway landscaping on the parkway lying southeasterly of the paved portion of University Parkway and immediately adjacent to the Property conveyed hereunder. Redeveloper covenants to petition for and consent to establishment of a landscape maintenance district at anytime requested to do so by City to assure compliance with this condition. 12. Prior to or coincident with the Closing, Redeveloper or its predecessor in interest shall convey to Agency all that property situated in Lot 1, Tract No. 13039, presently owned by Redeveloper its predecessor in interest, being that property heretofore purchased from the Wilkie family. A description of the property to be conveyed is set forth in Exhibit "G", but conveyance shall include the exact legal description used in the deed by which Redeveloper or its predecessor in interest obtained title to such property. 48 Redeveloper intends that, by such conveyance, it will enable Agency to deed all of the Property described in Exhibit "An to Redeveloper and that all of such Property shall be subject to all terms and conditions of this agreement. 49 , EXHIBIT "En UNDERTAKINGS AND OBLIGATIONS OF CITY 1. City agrees to accept the conveyance of the parcel identified as Lot 4, Tract No. 13039, subject to the option of the Trustees of California State University on behalf of the San Bernardino campus to buy such parcel for one dollar ($1.00) at any time within forty (40) years from the date of execution of this agreement. Prior to acceptance of conveyance of this property, landscaping shall have been completed and a sprinkler system satisfactory to the City's Director of Parks, Recreation and Community Services shall have been installed by Redeveloper. 50 < No. 608 Feb 1983 . EXHIBIT "F" CERTIFICATE OF COMPl.ETlON FOR REDEVEl.OPER'S DISPOSITION AND JOINT DEVEl.OPMENT AGREEMENT WHEREAS, hereinafter called the "Redeveloper", has entered into an Agreement with the REDEVEl.OPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CAl.IFORNIA, hereinafter called the "Agency" ; and WHEREAS, said Agreement, dated ,19_,was recorded on , 19 , Document No. , in the Official Records of the County Recorder of the County of San Bernardino, State of California; and WHEREAS, the Agency agreed in Section of said Agreement to furnish the Redeveloper with an instrument certifying completion of said improvements in accordance with the provisions of said Agreement upon Redeveloper's completion thereof; and WHEREAS, the Agency, having considered the report and recommendations of its staff, has determined that the Redeveloper has fully satisfied its obligations for the construction of improvements on that certain parcel of real property more particularly described in Exhibit "A", attached hereto and by this reference made a part hereof. NOW, THEREFORE, the Agency in accordance with the Agreement and does hereby conclusively certify and give notice that the Redeveloper has fully satisfied, terminated, and completed, for itself, its successors and assigns, all covenants and agreements with respect to the obligation of Redeveloper for the construction of improvements, provided for in said Agreement upon the above described real property, located within the Project Area. EXHIBIT "F" 1)1 . . . . IN WITNESS WHEREOF, the Aaency has caused this Certificate to be duly executed on its behalf WId its leal to be hereunto affixed and attested on this day of 19 . REDEVELOPMENT AGENCY OF THE CITY OF SAN 8ERNARDINO, CALIFORNIA Chairman Secretary (SEAL) APPROVED AS TO LEGAL FORM AND ADEQUACY: Aaency Counsel 52 'T . \' . . LEGAL DESCRIPTION PARCEL OF PARCEL MAP PER MAP RECORDED IN BOOK . PAGE AS OF PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA. EXHIBIT "A" 7"0 E)ll-/tf3iT "F" 53 . ~ ~ ~ . EXHIBIT ftGft PROPERTY TO BE CONVEYED TO AGENCY BY REDEVELOPER That certain parcel of land situated in the City of San Bernardino, County of San Bernardino, State of California described as commencing at the southeast corner of Lot 1, Tract No. 13039, thence northerly 57.43 feet more or less to the point of intersection of the east line of said Lot 1 and the northerly right of way line of Kendall Drive, which point is the point of beginningr this point is also the southwesterly corner of Lot 34, Tract No. 10191, as recorded in Book 144 of Maps at Pages 44-49, San Bernardino County Recordsr thence north 0 degrees 05 minutes 54 seconds east 706.10 feet to a point, which point is also the northwest corner of Lot 26, of said Tract No. 1019lr thence north 89 degrees 53 minutes 30 seconds west 127.95 feet to a pointr thence south 0 degrees 05 minutes 05 seconds west 633.92 feet to a point on the northerly right of way line of Kendall Driver thence southeasterly along the northerly right of way of Kendall Drive 146.79 feet, more or less, to the point of beginning. 54