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AGENDA ITEM INFORMATION SUMMARY
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GENERAL INFORMATION:
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INFORMATIONAL DATA FORWARDED TO CITY DEPARTMENTS/COUNCIL OFFICES:
Sent 10
Mayor'S Office
Council Ward
Council Ward
Council Ward
Council Ward
Department
Department
By
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COMMENTS/CONCERNS: Include penlnelll commellls and concerns of offices and persons clearing the
summary, such as controversial Issues, time constraints and fundIng complications. Indicate dales when
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RDA -174
REV. 6-29-89
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, Redevelopment Agency · City of San Bernardino
~Nanh "D. SlIeeI, FounbFloor . SIIlBemonliDD, CllifCllDia 92418
(714) 384-SOll1 FAX (714) 888-9413
PrIde "
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SIe_ B. Dukett
Execwive DiteclIIr
JULV 12, 1989
TEONG KAV OWNER PARTICIPATION AGREEMENT
Synopsis of Previous Commission/Council/CommIttee Action:
11-22-78 Resolution 3788 authorized the execution of a DDA with the T.J.
Burris Corporation.
11-18-85 Community Development Commission authorized Agency to file Notice of
Default and DeclaratIon of Forfeiture on property sold to T.J.
Burris COrporation.
Recommended Action:
fe
(Community Development CommIssIon)
Approve the execution of an Owner Participation Agreement between
the Redevelopment Agency, Teong Kay and Joyce Kay.
Executive Director
Supporting data attached: Ves
FUNDING REQUIREMENTS: None
Hard:
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Project: SEIP
Commission Notes:
SD:ND:sm:2159H
Agenda of: AUQust 7. 1989
Item No.
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Redevelopment Agency
S T A F F R E P 0 R T
It Is recommended that the Community Development Commission approve the
execution of an Owner Participation Agreement between the Redevelopment
Agency, Teong Kay and Joyce Kay.
BACKGROUND
In November, 1978, the Agency entered Into a DIsposition and Joint Development
Agreement with the T.J. Burris Corporation for the development of 35.5 acres
located on the corner of Tippecanoe and Hardt In the Southeast Industrial Park
Project Area. Under the terms of the Agreement, development of the property
was to be done In two phases. Phase I consisted of construction of 140,000
square feet of Industrial space with a value of not less than $3,500,000.
Construction of Phase I was to be completed wIthin 48 months of recordation of
the deed to the Burris Corporation. Phase II of the project was to complete
development of the site; however, there were no time limitatIons specified for
It's completion. The property was not developed In accordance with the
Agreement, and the T.J. Burris CorporatIon was declared In default In 1985.
In the InterIm time period, the property sold a number of times. The bulk of
the Property Is now owned by Teong and Joyce Kay, with smaller parcels owned
by Mr. David Chu and Burke Investment (see attached map).
The Agency had two options: (1) to pursue revestlng title and sue BurrIs for
speculative profits, or (2) retire the DDA with Burris and enter Into a new
agreement with the current owners of the property. The current owner has
expressed a desire to develop the property, which would be In the best
Interest of the Agency.
Negotiations for an agreement have been completed based on the following terms:
The developer will:
*
Pay the sum of $50,000 to the Agency, thereby alleviating losses
sustained by the Agency under the Original Agreement;
Provide to the Agency either Certificates of Deposit or an
Irrevocable Letter of Credit In the amount of $100,000 whIch shall
be retained by the Agency as securIty for constructIon oblIgations;
Hlthln four (4) years of the approval by the Agency of the
Agreement, complete not less than 200,000 square feet of new
buildIngs, with a value of not less than $5,000,000;
*
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SD:ND:sm:2l59H
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Redevelopment Agency
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Provide proof that all real property taxes have been paid, and that
no delInquent taxes are due;
Execute and record an "Agreement to be Recorded Affecting Real
Property" which, In essence, states that the developer 15 subject to
the provisions of the Redevelopment Plan for the project area; and
ProvIde evidence that the developer holds fee tItle to the site.
The Agency will:
*
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Release the affected parcels from the Burris DDA encumbrances.
It Is staff's opinion that It Is In the best Interest of the Agency and the
project area to retire the existIng DDA and proceed with development of the
site. Mr. Kay has expressed a strong desIre to work with the Agency to
achieve this goal.
RECOMMENDA lION
On June 28, 1989, we received executed agreements from the developer, which
were previously approved as to form and legal content by the Agency's Special
Counsel. It Is, therefore, requested that the Commission approve the
execution of the Owner's Participation Agreement between the Redevelopment
Agency, Teong Kay and Joyce Kay.
SD:ND:sm:2l59H
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OWNER PARTICIPATION AGREEMENT
by and between the
REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO,
and
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TEONG KAY AND JOYCE KAY
SOUTHEAST INDUSTRIAL PARK PROJECT AREA
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AGENCY ,
PARTICIPANT
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TABLE OF CONTENTs
SUBJECT OF AGREEMENT
B. 15102] The Redevelopment Plan
Background and Purpose of Agreement
C. IU03J The Site
D. 15104] Parties to the Agreement
1. 15105) The Agency
2. 15106] The Participant
II.
A.
B.
c:>( C.
D.
III.
A.
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I 5200 J
1 5201 J
15202]
15203]
I 5204]
15300]
15301]
RELATIONSHIP BETWEEN THE ORIGINAL AGREEMENT
AND THIS AGREEMENT
Release of the Original Agreement;
Consideration
Conditions Precedent
Taxes and Assessments
Condition of the Site
DEVELOPMENT OF THE PARTICIPANT IMPROVEMENTS
Development of the Site by the Participant
1. 15302] Scope of Development
2. 15303J Cost of Development
3. 15304) Bodily Injury and Property Damage
Insurance
4. 15305 J City and Other Governmental Agency
Permits
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6.
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15306]
15307]
Rights of Access
Local, State and Federal Laws
7. 15308] Antidiscrimination During Construction
C. 15309] Certificate of Completion
D. 15310] Sewer Capacity
IV
V.
A.
B.
C.
VI.
A.
B.
A.
B.
15400]
15401]
15402]
I 1403 ]
15404]
C.
D.
15500]
15501]
15502]
15503]
15600]
15601]
15602]
1.
2.
3.
USE OF THE SITE
Uses
Maintenance of the Site
Rights of Access
Effect of Violation of the Terms and
Provisions of this Agreement After
Completion of Construction
GENERAL PROVISIONS
Notices, Demands and Communications Between
the Parties
Conflicts of Interest; Nonliability
Enforced Delay; Extension of Times of
Performance
DEFAULTS AND REMEDIES
Defaults -- General
Legal Actions
15603]
15604]
15605]
Institution of Legal Actions
Applicable Law
Acceptance of Service of Process
(ii )
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VII.
A.
B.
VII 1.
C.
D.
15606J
15607J
I 560BJ
E.
1.
2.
3.
F.
15612J
1.
15700J
15701J
15702J
15BOOJ
Attachment No. 1
Attachment No. 2
Attachment No. 3
Attachment No. 4
Attachment No. 5
Attachment No. 6
Attachment No. 7
Attachment No. B
Attachment No. 9
Attachment No. 10
Attachment No. 11
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Rights and Remedies Are Cumulative
Inaction Not a Waiver of Default
Remedies and Rights of Termination Prior
to Satisfaction of the Conditions Precedent
15609J
Damages Prior to Satisfaction of the
Conditions Precedent
15610J
15611J
Termination by the Participant
Termination by the Agency
Remedies of the Agency and the Participant
for Default After Satisfaction of the
Conditions Precedent and Prior to Completion
of Construction
U613 J
Damages
SPECIAL PROVISIONS
Successors in Interest
Entire Agreement, Waivers
TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY
ATTACHMENTS
Map of the ReA Parcels
Site Map
Legal Description of the Site
Prior Deed
Schedule of Performance
Scope of Development
Certificate of Completion
Release
Agreement to be Recorded Affecting Real
Property
Release Available for the Inland/Burke/Chu
Parcels
Letter of Credit
(111 )
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OWNER PARTICIPATION AGREEMENT
THIS AGREEMENT is entered into by and between the
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (the
"Agency") and TEONG KAY and JOYCE KAY, husband and wife
(collectively, the "Participant"). The Agency and the
PartiCipant hereby agree as follows:
1.
1 SlOO]
1 SlOl]
SUBJECT OF AGREEMENT
A.
Background and Purpose of Agreement
1. Background.
(a) The Agency and T.J. Burris Corporation, a
California corporation ("Burris") entered into an Agreement
dated as of December 28, 1978 entitled "Disposition and Joint
Development Agreement" (the "Original Agreement"). Pursuant to
the Original Agreement, the Agency conveyed to Burris for
development in accordance with the terms of such Agreement
certain real property (the "RDA Parcels") as depicted on the
"Map of the RDA Parcels", which is attached hereto as
Attachment No. 1 and is incorporated herein by reference.
Notwithstanding the provisions of the Original Agreement,
Burris conveyed the RDA Parcels, which were thereafter further
conveyed to other third parties. Those portions of the RDA
Parcels which, as of the Approval by the Agency of this
Agreement (the "Approval Date"), are vested in the Participant
shall be collectively referred to herein as the
"RDAjParticipant Parcels". Those provisions of the RDA Parcels
which, as of the Approval Date, are vested in parties other
than the Participant shall be collectively referred to herein
as the "Inland/Burke/Chu Parcels". The RDAjParticipant Parcels
and the Inland/Burke/Chu Parcels are depicted on the Map on the
RDA Parcels (Attachment NO.1).
(b) Pursuant to the Original Agreement, Burris
was required to effect development on the RDA Parcels in
accordance with a schedule for performance as set forth in the
Original Agreement; such schedule has not been met.
(c)
Agreement, and the
(collectively, the
The RDA Parcels are subject to the Original
Grant Deed recorded pursuant thereto,
"Existing DJDA Encumbrances").
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Cd) Aa an inducement to the Agency to release
the RDAjParticipant Parcels from the Existing DJDA
Encumbrances, the Participant has offered to enter into this
Agreement. The Participant represents and warrants that he has
authority to enter into this Agreement and to fully perform
pursuant hereto, and specifically that the Participant has the
authority to encumber and affect title to the RDAjParticipant
Parcels without obtaining consent or approval by any third
party.
, Ce) The Participant agrees to commence and
complete development of the "Participant Improvements" (as
hereafter defined in Section 302 of this Agreement) on the Site
by the respective times established therefor in the Schedule of
Performance (Attachment No.5).
(f) The Original Agreement shall remain in full
force and effect, notwithatanding this Agreement, in relation
to all of the RDA Parcels; provided that, upon the satisfaction
of the "Conditions Precedent" (as hereinafter set forth in
Section 202 of this Agreement), the development and operation
of the Site shall be governed by this Agreement, and the
provisions of the Original Agreement, shall thereupon be
inapplicable to the RDAjParticipant Parcels and the
Inland/Burke/ChU Parcels. Upon written request therefor by the
owners of the Inland/Burke/Chu Parcels accompanied by receipt
of the "Release Available for the Inland/Burke/Chu Parcels"
(Attachment No. 10) duly executed by the owners of such
Parcels, the Agency will execute such Release.
2. Purpose. The pUrpose of this Agreement is to
effectuate the Redevelopment Plan for the Southeast Industrial
Park Redevelopment Project (the "Project") by providing for the
development of certain property situated within the Southeast
Industrial Park Project Area (the "Project Area") of the
Project. That certain real ~roperty to be developed pursuant
to this Agreement (the "Site) is depicted on the "Site Map",
which is attached hereto as Attachment No. 2 and incorporated
herein by reference. Completing the development on the Site
pursuant to this Agreement is in the vital and best interest of
the City of San Bernardino, California (the "City") and the
health, safety and welfare of its residents, and in accord with
the public purposes and provisions of applicable state and
local laws and requirements under which the Project has been
undertaken.
B.
11102]
The Redevelopment Plan
The Redevelopment Plan was approved and adopted by
Ordinance No. 3583 of the Common Council of the City of San
Bernardino; said ordinance and the Redevelopment Plan as so
approved (the "Redevelopment Plan") are incorporated herein by
reference.
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C.
15103]
The Si te
The Site ia that certain real property designated on
the Site Map (Attachment No.2) and described in the "Legal
Description of the Site", which is attached hereto as
Attachment No. 3 and is incorporated herein by this reference.
The Site was conveyed to the Participant subject to
the limitations of the Original Agreement and that certain
grant deed recorded at Book 9799, Pages 1368 through 1373,
among the official records of the County of San Bernardino,
California (the "Prior Deed"), including without limitation a
right of entry of the Agency. A copy of the Prior Deed, which
is attached hereto as Attachment NO.4, is incorporated herein
by reference.
D. 11104] Parties to the Agreement
1. 15105] The Agency
The Agency is a public body, corporate and
pOlitic, exercising governmental functions and powers and
organized and existing under Chapter 2 of the Community
Redevelopment Law of the State of California. The principal
office of the Agency is located at 300 North "D" Street, San
Bernardino, California 92418.
"Agency", as used in this Agreement, includes the
Redevelopment Agency of the City of San Bernardino, and any
aSSignee of or successor to its rights, powers and
responsibilities.
2.
1 5106]
The PartiCipant
The Participant refers to Teong Kay and Joyce
Kay, husband and wife, and to any successors in interest. The
prinCipal office and mailing address of the Participant for
purposes of this Agreement is Teong Kay, 1936 Mateo Street, Los
Angeles, California 90021.
II.
11200]
RELATIONSHIP BETWEEN THE ORIGINAL AGREEMENT
AND THIS AGREEMENT
A.
11201]
Release of the Original Agreement;
Consideration
1. As of the date of this Agreement, the condition
of record title reflects that title to the Site is vested in
the Participant subject to a right of entry of the AgeJcy.
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2. The Participant proposes that, upon the
Participant first satisfying the "Conditions Precedent" (as set
forth in Section 202 of this Agreement), the Agency shall
release the RDA/Participant Parcels from ~~e effects of the
Oriqinal Agreement by executing and tendering the Release
(Attachment No.6) for recordation by the San Bernardino County
Recorder.
3. As consideration for the Agency to enter into
this Agreement, the Participant shall complete all of the
following items (a), (b), and (c), inclusive, by the respective
times established therefor in the Schedule of Performance
(Attachment No.5): (a) the Participant shall pay to the
Agency by cashiers' or certified check the sum of Fifty
Thousand Dollars ($50,000) (the "Initial Amount"). alleviating
losses sustained by the Agency arising under the Original
Agreoment; (b) the Participant shall by the respective timeD
establiohed therefor in the Schedule of Performance (Attachment
No.5) commence and complete the development of the Participant
Improvements on the Site; and (c) the Participant shall provide
to the Agency Certificate~ of ~eposit (in the name of the
Agency, only, with principal an1 interest to be paid to the
Agency) or an "Irrevoca~le Letter of Credit" (as more
particu~arly described belOW) in the principal amount of One
Hundred Thou~and Dollars ($100,000) (the "Performance Amount"),
whi~h shall be rot~ined by the A9~ncy unlp.~~ the Participant
completes the Participant Improvements in strict conformity
with this Agreement (including, without limitation, achieving a
minimum assessed value as determined by the County Assessor and
reflected on the secured pro~erty tax roll, .s of date of
~cheduled complet~on of the Participant Improvements. of not
less than Five Million Dollars ($5,000,000) in new development
value. exclusive of land (the "Minimum ASl$essed Value"), and
effecting the development of not less than 7.00,000 square feet
(gross leasable area) of new buildings (the "Minimum Square
Footage" ) .
If Certificates of Deposit are utilized fOT the
prOVision of the Performance Amount. two certificates shall be
provided, each representing 1nsured deposits with a different
bank or savings and loan aSDociation, with each such bank or
savings and loan association doing business in California and
further being acceptable to the Executive Director of the
Agency at his Bole discretion.
Certificates of Deposit shall be renewed and
shall be B\lbject to withdrawal or demand for funds by Aqency
substantially in the manner hereinafltH' described 1n this
Section 201 with respoct to letters of credit.
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If a letter of credit is utilized for the
prov1s10n of the Performance Amount, the letter of credit must
be a letter of credit which satisfies all of the fOllowing:
<a) it is irrevocable; (b) it is issued by a bank or savings
and loan association dOing business in California and
acceptable to the Executive Director at his sole discretion;
(c) it shall have an expiry date of not less than one year from
the date of issuance (which date of issuance shall be within
fifteen (15) days prior to the recordation of the Release
(Attachment No.8); and (d) it ahall be substantially in the
form of the "Letter of Credit", which is attached hereto as
Attachment No. 11 and is incorporated herein by reference.
4. If the Irrevocable Letter of Credit is utilized
for the provision of the Performance Amount, the Participant
shall replace the initial Letter of Credit so provided and each
successive Letter of Credit provided thereafter not less than
thirty (30) days prior to the expiry date of the Letter of
Credit; upon the failure of the Participant to deliver to the
Agency such replacement Letter of Credit by such time, the
Agency shall draw against the Letter of Credit (in the full
amount of the Performance Amount).
In the event Participant fails to complete the
Participant Improvements achieVing the Minimum Assessed Value
and the Minimum Square Footage by the time established therefor
in the Schedule of Performance (Attachment No.5), the Agency
shall draw against the Letter of Credit (in the full amount of
the Performance Amount), unless the time to perform is extended
by Section 503 of this Agreement, in which event the Agency
shall refrain from drawing against the Letter of Credit so long
as: (i) the Participant provides a replacement letter of
credit to remain in effect for a period of not less than
one (1) year after the time established in the Schedule of
Performance (Attachment No.5) for completion of the
Participant Improvements (the "Extension Letter of Credit"),
and (ii) the grounds of enforced delay remain in effect. On
the thirtieth (30th) day preceding the earlier of (aa) the
first anniversary of the time established in the Scope of
Performance (Attachment No.5) for completion of the
Participant Improvements, or (bb) the expiry date of the
Extension Letter of Credit, unless the Participant has by such
time completed the Participant Improvements in strict
conformity with this Agreement (including without limitation
the achievement of the Minimum Assessed Value and the Minimum
Square Footage), the Agency shall draw against the Letter of
Credit (or the Extension Letter of Credit) without regard to
Section 503 or any events caUSing delay or inability of the
Participant to perform.
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5. After the Agency has received moneys upon
presentment of demand to the letter of credit bank or as a
withdrawal or demand against the certificates of deposit, all
such funas shall be retained by the Agency without regard to
any further performance by the Participant; provided that, in
the event the Agency wrongfully draws funds contrary to the
express provisions of this Agreement, the Participant shall be
entitled to seek recovery of auch funds.
6. The Participant shall pay all recording fees and
such incidental changes as may arise in connection with the
preparation, recordation and copying of documents pursuant to
this Agreement.
7. The Participant shall not request further Agency
aEsistance in connection with the development of the Adjacent
Property or RDA Parcels (or any portion thereof), and agrees
and acknowledges that, except as provided in Section 701
regarding assistance in seeking to resolve issues and problems
relating to insufficiency of sewage capacity to accomplish in a
timely fashion the development contemplated pursuant to this
Agreement, no further assistance shall be available with
respect to such property.
B.
[ 1202 )
Conditions Precedent
The Participant shall complete or cause to be
completed the follOWing as conditions precedent to the
execution of the Release (Attachment No.8) by the Agency and
submittal for recordation by the County Recorder of the County
of San Bernardino;
1. the Participant shall have provided proof
satisfactory to the Agency that all real property taxes levied
with respect to the RDA/participant Parcels have been paid, and
that no such taxes are delinquent prior to the execution of the
Release (Attachment No.8) by the Agency;
2. the Participant shall execute and shall cause to
be recorded by the County Recorder of the County of San
Bernardino with respect to the Site the "Agreement to be
Recorded Affecting Real Property" (Attachment No.9);
3. the Participant shall provide satisfactory
evidence that it holds fee title to the Site; and
4. the Participant shall have paid the Initial
Amount to the Agency and ahall have provided to the Agency an
irrevocable letter of credit, cashier's or certified check, or
certificate of deposit for the Performance Amount, all in
conformity with Section 201(3) of this Agreement.
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The foregoing conditions numbered 1 to 4, inclusive,
as set forth in Section 202, shall collectively constitute the
"Conditions Precedent." All of the Conditions Precedent shall
be satisfied prior to the execution of the Release (Attachment
No.8) by the Agency.
C.
(5203)
Taxes and Assessments
Ad valorem taxes and assessments, if any, on the Site
and the Adjacent Property, whether levied, assessed or imposed
for any period commencing prior to or after the execution of
the Agreement shall be paid when due by the Participant.
D.
(5204)
Condition of the Site
The Participant assumes all responsibility for any
demolition and clearance of the Site as necessary for the
provision of the Participant Improvements and the Participant
assumes all responsibility for the suitability of the Site, for
development of the Participant Improvements. The Agency makes
no representations or warranties concerning the Site, or its
suitability for the use intended by the Participant, or the
surface or subsurface conditions of the Site. In the event the
soil or other surface or subsurface conditions of the Site are
not in all respects entirely suitable for the use or uses to
which the Site will be put then it is the responsibility and
obligation of Participant and not the Agency to take such
action as may be necessary to place the Site in a condition
entirely suitable for the commencement, development, and
completion of the Participant Improvements.
III.
(5300)
(5301)
DEVELOPMENT OF THE PARTICIPANT IMPROVEMENTS
A.
Development of the Site bv the Participant
1.
(5302)
Scope of Development
The Site shall be developed as provided in the
"Scope of Development", which is attached hereto as Attachment
No. 6 and is incorporated herein.
The development shall include any plans and
specifications submitted to Agency or the City for approval,
and shall incorporate or show compliance with all applicable
mitigation measures. So long as the Minimum Assessed Value and
the Minimum Square Footage are achieved, the Participant
Improvements may be effected upon the Site.
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By the time set forth in the Schedule of
Improvements (Attachment No.5) for completion of the
Participant Improvements, the Participant shall have completed
construction of improvements on the Site having as assessed
value (exclusive of land) of not less than Five Million Dollars
($5,000,000).
2.
15303)
Cost of Development
The cost of developing the Site and constructing
all improvements thereon shall be borne solely by the
Participant; no assistance shall be provided by the Agency
(provided that Section 701 of this Agreement shall be
enforceable according to its terms). The Participant assumes
all responsibility for informing himself as to and conforming
with all requirements and preconditions to development,
inClUding without limitation the preparation and processing for
City and any other applicable governmental approvals of plans.
3.
15304)
Bodilv Iniurv and Property Damage
Insurance
The Participant shall defend, assume all
responsibility for and hold the Agency, the City, and their
respective officers and employees, harmless from, all claims or
suits for, and damages to, property and injuries to persons,
inClUding accidental death (including attorneys fees and
costs), which may be caused by any of the Participant's
activities under this Agreement, whether such activities or
performance thereof be by the Participant or anyone directly or
indirectly employed or contracted with by the Participant and
whether such damage shall accrue or be discovered before or
after termination of this Agreement. The Participant shall
take out prior to the commencement of construction of the
Participant'Improvements and maintain until (i) the issuance of
a Certificate of Completion for all of the Participant
Improvements pursuant to Section 321 of this Agreement (if an
"occurrence" policy is obtained or (ii) the second anniversary
of the completion of the Participant Improvements (if a "claims
made" policy is obtained, a comprehensive liability policy in
the amount of One Million Dollars ($1,000,000) combined Single
limit policy, inclUding contractual liability, as shall protect
the Participant, City and Agency from claims for such damages.
The Participant shall furnish a certificate of
insurance countersigned by an authorized agent of the insurance
carrier on a form of the insurance carrier setting forth the
general provisions of the insurance coverage. This
countersigned certificate shall name the City and the Agency
and their respective offices, agents, and employees as
additional insured under the policy. The certificate by the
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insurance carrier shall contain a statement of obligation on
the part of the carrier to notify City and the Agency of any
material change, cancellation or termination of the coverage at
least thirty (30) days in advance of the effective date of any
such material change, cancellation or termination. Coverage
provided hereunder by the Participant shall be primary
insurance and not contributing with any insurance maintained by
the Agency or City, and the policy shall contain such an
endorsement. The insurance policy or the certificate of
insurance shall contain a waiver of Subrogation for the benefit
of the City and the Agency.
The Participant shall also furnish or cause to be
furnished to the Agency evidence satisfactory to the Agency
that any contractor with whom it has contracted for the
performance of work on the Site or otherwise pursuant to this
Agreement carries workers' compensation insurance as required
by law.
4.
I S30S J
Citv and Other Governmental Agency
Permits
Before commencement of construction or
development of any buildings, structures or other works of
improvement upon the Site or the Adjacent Property, the
Participant shall, at its own expense, secure or cause to be
secured any and all permits which may be required by the City
or any other governmental agency affected by such construction,
development or work.
S.
15306]
Rights of Access
For the purpose of assuring compliance with this
Agreement, representatives of the Agency and the City shall
have the right of access to the Site and the Adjacent Property,
without Charges or fees, at normal construction hours during
the period of construction for the purposes of this Agreement,
including, but not limited to, the inspection of the work being
performed in constructing the improvements, so long as they
comply with all safety rules and have given prior notiee to the
Participant. Such representatives of the Agency or of the City
shall be those who are so identified in writing by the
Executive Director of the Agency. The Ageney shall hold the
Participant harmless from any bodily injury or related damages
ariSing out of the aetivities of the Agency and the City as
referred to in this Section 306. This Seetion 306 shall not be
deemed to diminish or limit any rights whieh the City or the
Agency may have by operation of law irrespective of this
Agreement.
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6.
(1307)
Local. State and Federal Laws
The Participant shall carry out the construction
of the Participant Improvements in conformity with all
applicable laws, including all applicable federal and state
labor standards; provided, however, Participant and its
contractors, successors, assigns, transferees, and lessees are
not waiving their rights to contest any such laws, rules or
standards.
7.
(1308)
Antidiscrimination During Construction
The Participant, for itself and its successors
and assigns, agrees that in the construction of the
improvements provided for in this Agreement, the Participant
shall not discriminate against any employee or applicant for
employment because of race, color, creed, religion, age, sex,
marital status, handicap, national origin or ancestry.
C.
(1309)
Certificate of Completion
The Executive Director of the Agency, without further
approval by the City or the Agency and as a ministerial act
hereunder, shall execute, and deliver the Certificate of
Completion in the form attached hereto as Attachment No. 7
within forty-five (45) days following the determination by the
Executive Director of the Agency that the Participant
Improvements have been completed in strict conformity with this
Agreement. Such Certificate of Completion shall be a
conclusive determination of satisfactory completion of the
construction required by this Agreement upon the Site and the
Certificate of Completion shall so state. The Agency may also
furnish the Participant with a Certificate of Completion for
portions of the improvements upon the Site as they are properly
completed and ready to use if the Participant is not in default
under this Agreement. After recordation of such Certificate of
Completion, any party then owning or thereafter purchasing,
leasing or otherwise acquiring any interest therein shall not
(because of such ownership, purchase, lease or acquisition),
incur any Obligation or liability under this Agreement except
that such party shall be bound by any covenants contained in
the documents establishing covenants on the Site in accordance,
with the provisions of Section 401 of this Agreement which
shall be applicable according to its terms.
A Certificate of Completion of construction for the
entire improvement and development of the Site shall be in such
form as to permit it to be recorded in the Recorder's Office of
San Bernardino County.
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If the Agency refuses or fails to furnish a
Certificate of Completion for the Site, or part thereof, after
written request from the Participant, the Agency shall, within
forty-five (45) days of written request therefor, provide the
Participant with a written statement of the reasons the Agency
refused or failed to furnish a Certificate of Completion. The
statement shall also contain Agency's opinion of the actions of
the Participant must take to obtain a Certificate of
Completion. If the reason for such refusal is confined to the
immediate availability of specific items of materials for
landscaping, the Agency will issue its Certificate of
Completion upon the posting of a bond by the Participant with
the Agency in an amount representing a fair value of the work
not year completed. If the Agency shall have failed to provide
such written statement within said forty-five (45) day period,
the Participant shall be deemed entitled to the Certificate of
Completion.
Such Certificate of Completion shall not constitute
evidence of compliance with or satisfaction of any obligation
of the Participant to any holder of any mortgage, or any
insurer of a mortgage securing money loaned to finance the
improvements, or any part thereof. Such Certificate of
Completion is not a notice of completion as referred to in the
California Civil Code, Section 3093.
D.
[5310]
Sewer Capacity
Unless prohibited from so dOing by applicable laws,
the Agency will offer to sell to the Participant such rights as
the Agency may retain to connect to the sewer system. Such
rights shall be offered at a prevailing market rate as of the
time sewer connection is desired by the Participant, but not
after the date established in the Schedule of Performance
(Attachment No.5) for completion of the Participant
Improvements. If rights to connect to a sewer system adequate
for the sewage generation of the Participation Improvements are
offered at the prevailing market rate as of such time, it shall
be deemed that there is "Adequate Available Sewer Capacity" for
the purposes of this Agreement. Such rights shall be made
available only in connection with the use of the Participant
Improvements, and not as assets for resale by the Participant.
The Agency shall have no liability based upon the
failure of the Agency to provide sewer capacity or the
inability of the Participant to obtain sewer capacity
notwithstanding this Section 310 or any other provision of this
Agreement.
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IV. (1400]
USE OF THE SITE
A.
IS401]
!l!!.!
The Participant covenants and agrees for itself, its
successors, its assigns, and every successor in interest to the
Site or any part thereof, that during construction and
thereafter, the Participant and such successors and such
assignees, shall devote the Site to the uses specified in the
Redevelopment Plan as may be amended from time to time for the
periods of time specified therein. The Participant covenants
to develop and operate (or cause operations to be conducted) on
the Site in conformity with all applicable laws. The foregoing
covenants shall run with the land. The Participant and its
successors-in-interest shall be liable for compliance with the
foregoing, only so long as they own the Site or any portion
thereof.
The Participant covenants by and for itself and any
successors in interest that there shall be no discrimination
against or segregation of any peraon or group of persons on
account of race, color, creed, religion, sex, marital status,
age, handicap, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the
Site, nor shall the Participant itself or any person Claiming
under or through it establish or permit any such practice or
practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees of the Site. The
foregoing covenants shall run with the land. Participant and
its successors-in-interest shall be liable for compliance with
the foregoing, only so long as they own the Site or any portion
thereof.
The Participant shall refrain from restricting the
rental, sale or lease of the Site on the basis of race, color,
creed, religion, sex, marital status, handicap, national origin
or ancestry of any person. All such deeds, leases or contracts
shall contain or be subject to substantially the following
nondiscrimination or non-segregation clauses:
1. In deeds: "The grantee herein covenants by and
for himself or herself, his or her heirs,
executors, administrators and assigns, and all
persons claiming under or through them, that
there shall be no discrimination against or
segregation of, any person or group of persons on
account of race, color, creed, religion, sex,
marital status, age, handicap, national origin or
ancestry in the sale, lease, sublease, transfer,
use, occupancy, tenure or enjoyment of the land
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3.
B.
[ 1402 ]
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herein conveyed, nor shall the grantee himself or
herself or any person claiming under or through
him or her, establish or permit any such practice
or practices of discrimination or segregation
with reference to the selection, location,
number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees in the land
herein conveyed. The foregoing covenants shall
run with the land."
2.
In leases: "The lessee herein Covenants by and
for himself or herself, his or her heirs,
executors, administrators and assigns, and all
persons Claiming under or through him or her, and
this lease is made and accepted upon and subject
to the following conditions:
"There shall be no discrimination against or
segregation of any person or group of persons on
account of race, color, creed, religion, sex,
marital status, handicap, age, ancestry or
national origin in the leasing, subleasing,
tranSferring, use, occupancy, tenure or enjoyment
of the premises herein leased nor shall the
lessee himself or herself, or any person claiming
under or through him or her, establish or permit
any such practice or practices of diacrimination
or segregation with reference to the selection,
location, number, use or OCCupancy of tenants,
lessees, sublessees, subtenants or vendees in the
premises herein leased."
In contracts: "There shall be no discrimination
against or segregation of, any person, or group
of persona on account of race, color, creed,
religion, sex, marital status, age, handicap,
ancestry or national origin, in the sale, lease,
sublease, transfer, use, occupancy, tenure or
enjoyment of the premises, nor shall the
transferee himself or herself or any person
claiming under or through him or her, establish
or permit any such practice or practices of
discrimination or segregation with reference to
the selection, location, number, use or Occupancy
of tenants, lessees, subtenants, sublessees or
vendees of the premises."
Maintenance of the Site
The Participant shall maintain any improvemen'.s from
time to time constructed on the Site in good condition and
repair and shall keep the Site free from any accumulation of
debris or waste materials.
o
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The Participant shall also maintain the landscaping
required to be planted under the Scope of Development
(Attachment No.6) in a healthy condition. If, at any time,
the Participant fails to maintain said landscaping, and said
condition is not corrected after expiration of thirty (30) days
from the date of written notice from the Agency, either the
Agency or the City may perform the necessary landscape
maintenance and the Participant shall pay such costs as are
reasonably incurred for such maintenance.
Issuance of a Certificate of Completion by the Agency
shall not affect the Participant's obligations under this
Section.
C.
15403]
Rights of Access
The Agency, for itself and for the City and other
public agencies, at their sole risk and expense, reserves
during the life of the Redevelopment Plan the right to enter
the Site or any part thereof at all reasonable times for the
purpose of construction, reconstruction, maintenance, repair or
service of any public improvements or public facilities located
on the Site. Any such entry shall be made only after
reasonable notice to the Participant, and Agency shall
indemnify and hold the Participant harmless from any costs,
claims, damages or liabilities pertaining to any entry. This
Section 403 shall not be deemed to diminish or limit any rights
which the City or the Agency may have by operation of law
irrespective of this Agreement.
D.
15404]
Effect of Violation of the Terms and
Provisions of this Agreement After
Completion of Construction
The covenants established in this Agreement and the
deeds ahall, without regard to technical classification and
designation, be binding for the benefit and in favor of the
Agency, its successors and assigns, as to those covenants which
are for its benefit. The covenants contained in this Agreement
shall remain in effect until the issuance of a Certificate of
Completion for all of the Participant Improvements, except for
the folloWing:
(i) the covenants pertaining to maintenance of
the Site as set forth in Section 402 shall
remain in effect until the termination date
of the Redevelopment Plan;
(ii) the covenants pertaining to use of the Site
as set forth in Section 401 (but not
including nondiscrimination) shall remain in
effect until the termination of the
Redevelopment Plan;
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(iii) the covenants against discrimination as set
forth in Section 401 shall remain in
perpetuity.
Covenants contained in documents recorded pursuant to
this Agreement shall remain in effect as therein set forth.
The Agency is deemed the beneficiary of the terms and
provisions of this Agreement and of the covenants running with
the land, for and in its own rights and for the purposes of
protecting the intereats of the community and other parties,
public or private, in whose favor and for whose benefit this
Agreement and the covenants running with the land have been
provided. The Agreement and the covenants shall run in favor
of the Agency, without regard to whether the Agency has been,
remains or is an owner of any land or interest therein in the
Site or the Project Area. The Agency shall have the right, if
the Agreement or covenants are breached, to exercise all rights
and remedies, and to maintain any actions or suits at law or in
equity or other proper proceedings to enforce the curing of
such breaches to which it or any other beneficiaries of this
Agreement and covenants may be entitled.
v.
15500]
15501]
GENERAL PROVISIONS
A.
Notices. Demands and Communications Between
the Parties
Written notices, demands and communications between
the Agency and the Participant shall be sufficiently given if
delivered by hand (and a receipt therefor is obtained or is
refused to be given) or dispatched by registered or certified
mail, postage prepaid, return receipt requested, to the
principal offices of the Agency and the Participant. Such
written notices, demands and communications may be sent in the
same manner to such other addresses as such party may from time
to time designate by mail.
Any written notice, demand or communication shall be
deemed received immediately if delivered by hand and shall be
deemed received on the tenth day from the date it is postmarkeq
if delivered by registered or certified mail.
B.
IS 502 ]
Conflicts of Interest; Nonliabilitv
No member, official or employee of the Agency shall
have any personal interest, direct or indirect, in this
Agreement, nor shall any member, official or employe~
participate in any decision relating to the Agreement \'hich
affects his personal interests or the interests of any
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,
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 Participant, 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 Participant or successor or on any obligations under the
terms of this Agreement.
The Participant represents and warrants that it has
not paid or given, and shall not payor give, any third party
any money or other consideration for Obtaining this Agreement.
C.
[I503J
Enforced Delav: Extension of Times of
Performance
In addition to specific provisions of this Agreement,
performance by either party hereunder shall not be deemed to be
in default, and all performance and other dates specified in
this Agreement shall be extended, where delays or defaults are
due to: war; insurrection; strikes; lockouts; riots; floods;
earthquakes; fires; casualties; acts of God; acts of the public
enemy; epidemics; quarantine restrictions; freight embargoes;
lack of transportation; governmental restrictions or priority;
lack of Adequate Available Sewer Capacity <as defined in
Section 310); litigation; unusually severe weather; acts or
omissions of another party; acts or failures to act of the City
of San Bernardino or any other public or governmental Agency or
entity; or any other causes beyond the control or without the
fault of the party claiming an extension of time to perform.
Notwithstanding anything to the contrary in this Agreement, an
extension of time for any such cause shall be for the periOd of
the enforced delay and shall commence to run from the time of
the commencement of the cause, if notice by the party claiming
such extension is sent to the other party within thirty (30)
days of the commencement of the cause. Times of performance
under this Agreement may also be extended in writing by the
mutual agreement of Agency and Participant.
The Participant is not entitled pursuant to this
Section 503 to an extension of time to perform because of past,
present, or future difficulty in obtaining suitable temporary
or permanent financing for the acquisition or development of
the Site.
Notwithstanding anything to the contrary otherwise set
forth in this Agreement, in no event shall the time for
completion of the Participant Improvements (or the payment of
the Performance Amount) be extended for greater than one (1)
year beyond the date established in the Schedule of Performance
(Attachment No.5) for the completion of the Participant
Improvements.
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VI.
15600]
15601]
DEFAULTS AND REMEDIES
A.
Defaults -- General
Subject to the extensions of time set forth in
Section 503, failure or delay by any party to perform any term
or provision of this Agreement constitutes a default under this
Agreement. The party who so fails or delays must immediately
commence to cure, correct, or remedy such failure or delay, and
shall complete such cure, correction or remedy with diligence.
The injured party shall give written notice of default
to the party in default, specifying the default complained of
by the injured party. Except as required to protect against
further damages, the injured party may not institute
proceedings against the party in default until thirty (30) days
after giving such notice. Failure or delay in giving such
notice shall not constitute a waiver of any default, nor shall
it Change the time of default.
B.
1S602 ]
Leqal Actions
1.
1S603 ]
Institution of Legal Actions
The Agency and the Participant may institute
legal action to cure, correct or remedy any default, to recover
damages for any default, or to obtain any other remedy
consistent with the purpose of this Agreement. Any legal
actions initiated pursuant to this Agreement or otherwise with
respect to its subject matter must be instituted in the
Superior Court of the County of San Bernardino, State of
California, in an appropriate municipal court in that county,
or in the Federal District Court in the Central District of
California. Notwithstanding the foregoing, it is expressly
agreed and understood that the sole remedy of the Agency for
the failure by the Participant to complete the Participant
Improvements in conformity with this Agreement shall be to
retain the Performance Amount (in addition to the Initial
Amount) .
2.
15604]
Applicable Law
The laws of the State of California shall govern
the interpretation and enforcement of this Agreement.
3.
15605]
Acceptance of Service of Process
In the event that any legal action is commenced
by the Participant against the Agency, service of process on
the Agency shall be made by personal service upon the lxecutive
Director or in such other manner as may be provided by law.
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In the event that any legal action is commenced
by the Agency against the Participant or in such other manner
as may be provided by law, service of process on such party
shall be made by personal service upon the Participant, and
shall be valid whether made within or without the State of
California.
C.
[1606J
Riqhts and Remedies Are Cumulative
Except as otherwise expressly stated in this
Agreement, the rights and remedies of the parties are
cumulative, and the exercise by any party of one or more of
such rights or remedies shall not preclude the exercise by it,
at the same or different times, of any other rights or remedies
for the same default or any other default by the other party.
D.
[1607J
Inaction Not a Waiver of Default
Any failures or delays by either party in asserting
any of its rights and remedies as to any default shall not
operate as a waiver of any default or of any such rights or
remedies, or deprive any party of its right to institute and
maintain any actions or proceedings which it may deem necessary
to protect, assert or enforce any such rights or remedies.
E.
[1608J
Remedies and Riqhts of Termination Prior
to Satisfaction of the Conditions Precedent
1.
/1609J
Damaqes Prior to Satisfaction of the
Conditions Precedent
If any party defaults with regard to any of the
provisions of this Agreement, the non-defaulting party shall
serve written notice of such default upon the other parties.
If the default is not cured or commenced to be cured by the
defaulting party within thirty (30) days after service of the
notice of default (or within such other period as is set forth
herein), the defaulting party shall be liable to the other
party or parties for any damages caused by such default.
2.
[1610J
Termination by the Participant
In the event that:
(a) the Conditions Precedent are not satisfied
by the time established therefor in the Schedule of Performance
(Attachment NO.5), and such failure is not caused or
contributed to by the Participant;
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then this Agreement may, at the option of the Participant, be
terminated by written notice thereof to the Agency. Upon such
termination, neither the Agency nor the Participant shall have
any further rights against or liability to the other pursuant
to this Agreement, but the Original Agreement shall remain in
full force and effect according to its terms. In the event of
the failure or default by the Agency with respect to any event
set forth in Section 6l0(a) above, said right of termination
provided in this Section 610 shall be Participant's sole and
exclusive remedy.
3.
[1611]
Termination by the Aqency
In the event that prior to the time established
therefor in the Schedule of Performance (Attachment No.5) the
Conditions Precedent are not satisfied:
(a) Any Conditions Precedent are not satisfied;
then this Agreement may at the option of the Agency, be
terminated by the Agency by written notice thereof to the
Participant. Upon such termination, neither the Agency nor the
Participant shall have any further riqhts against or liability
to the other pursuant to this Agreement; provided that,
notwithstanding the foregOing, the Original Agreement shall
remain in full force and effect.
F.
11612)
Remedies of the Agency and the Participant
for Default After Satisfaction of the
Conditions Precedent and Prior to Completion
of Construction
1.
11613 ]
Damages
AFTER THE SATISFACTION OF THE CONDITIONS
PRECEDENT AND PRIOR TO THE RECORDATION OF A CERTIFICATE OF
COMPLETION WITH RESPECT TO ALL OF THE PARTICIPANT IMPROVEMENTS,
IF THE PARTICIPANT DEFAULTS WITH REGARD TO ANY OF THE
PROVISIONS OF THIS AGREEMENT, THEN THE AGENCY SHALL RETAIN THE
PERFORMANCE AMOUNT AS LIQUIDATED DAMAGES. THE PARTIES AGREE
AND ACKNOWLEDGE THAT IN THE EVENT THE PARTICIPANT FAILS TO
FULLY PERFORM IN STRICT CONFORMITY WITH THIS AGREEMENT, THE
AGENcY WILL SUSTAIN DAMAGES WHICH WOULD BE UNCERTAIN. SUCH
DAMAGES WOULD INVOLVE SUCH VARIABLE FACTORS AS THE DELAY AND
FRUSTRATION OF FURTHERING THE REDEVELOPMENT OF A PORTION OF THE
PROJECT AREA, LOSS OF THE RECEIPT OF POTENTIAL TAX INCREMENT
REVENUES, AND THE FAILURE TO PROVIDE ADDITIONAL EMPLOYMENT
OPPORTUNITIES, ALL RESULTING IN DAMAGE AND LOSS TO THE AGENCY.
IT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE .~OUNT
OF SUCH DAMAGES TO THE AGENCY, BUT THE PARTIES ARE OF ',i BE
OPINION, UPON THE BASIS OF ALL INFORMATION AVAILABLE TO THEM,
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THAT SUCH DAMAGES WOULD APPROXIMATELY EQUAL THE PERFORMANCE
AMOUNT AND THAT SUCH AMOUNT SHALL BE RETAINED BY THE AGENCY AS
HEREINABOVE SET FORTH. THE PARTIES AGREE THAT THE PERFORMANCE
AMOUNT (EXCLUSIVE OF INTEREST, IF ANY, EARNED THEREON)
REPRESENTS A REASONABLE AMOUNT OF LIQUIDATED DAMAGES. THE
PARTICIPANT AND THE AGENCY SPECIFICALLY ACKNOWLEDGE 'l'BIS
LIQUIDATED DAMAGES PROVISION BY THEIR SIGNATURE BE~
~
Partic'pant
./ /Jcf7
Agency
In the event the foregoing li ated damages clause shall
be determined by a court of compet t jurisdiction to be
invalid or unenforceable, the Agency shall be entitled to
recover damages in the event of default according to proof.
The Participant shall not be entitled to make recovery of
damages adjacent the Agency after the satisfaction of the
Conditions Precedent.
VII.
(5700)
[5701]
SPECIAL PROVISIONS
A.
Successors In Interest
The terms, covenants, conditions and restrictions of
this Agreement shall extend to and shall be binding upon and
inure to the benefit of the heirs, executors, administrators,
successors and assigns of the Participant.
B.
[ 5702]
ENTIRE AGREEMENT, WAIVERS
This Agreement is executed in three (3) duplicate
originals, each of which is deemed to be an original. This
Agreement includes pages 1 through 22 and Attachments 1 through
11. which constitutes the entire understanding and agreement of
the parties.
No private entity shall be deemed to be a third party
beneficiary with respect to any provisions of this Agreement.
This Agreement integrates all of the terms and conditions
mentioned herein or incidental hereto, and supersedes all
negotiations or previous agreements among the parties or their
predecessors in interest with respect to all or any part of the
subject matter hereof.
All waivers of the provisions of this Agreement must be in
writing by the appropriate authorities of the Agency and the
Participant, and all amendments hereto must be in writing by
the appropriate authorities of the Agency and the Participant.
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Each individual signing below represents and warrants that
he has the authority to execute this Agreement on behalf of and
bind the party he purports to represent.
VIII.
IS800)
TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY
This Agreement, when executed by the Participant and
delivered to the Agency, must be authorized, executed and
delivered by the Agency on or before forty-five (45) days after
Signing and delivery of this Agreement by the Participant or
this Agreement shall be void, except to the extent that the
Participant shall consent in writing to a further extension of
time for the authorization, execution and delivery of this
Agreement. The date of this Agreement shall be the date when
it shall have been signed by the Agency.
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IN WITNESS WHEREOF, the Agency and the Participant
have signed this Agreement on the respective dates set forth
below.
"Agency"
REDEVELOPMENT AGENCY OF THE CIIT
OF SAN BERNARDINO
By:
Executive Director
ATTEST:
Secretary
APPROVED AS '1'0 PROGRAM:
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By:
REDEVELOPMENT AGENCY OF THE CIIT
OF SAN BERNARDINO
~~~'
APPROVED AS '1'0 FORM:
Stradling, Yocca, Carlson & Rauth,
Special Counsel to the Agency
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~General sel to the Agency
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06/28/89
5157n/2601/00
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STATE OF CALlFOjo'iI~~
COl'NTY OF ~ A..~lb~
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ATTACHMENT NO. 3
LEGAL DESCRIPTION OF THE SITE
Parc.' No. 1 through 1., Incluaiv.; Parcel 17 and 18, and Parcel 24
~hrouOh 3., Inclu.'va, of Parca' Map 5.5., 1n the City of San
aarnardino, County of San 'arnard1no, State of California, al per
plat recorded 1n Book eo of Parcel Maps, Pages 31 to 3., Incluaive,
recorda of laid Count~.
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ATTACIlI-lElrr NO. 5
SCHEDULE OF PERFORlWJCE
1.
Execution of Aareement
by Agency. lh~ Agency
shall approve and execute this
Agreement, and shall deliver
one (1) copy thereof to
the Participant.
2.
Submittal of Initial Amount
and Performance Amount.
Participant shall submit to the
Agency the Initial Amount and
Performance Amount.
3.
Conditions Precedent.
All Conditions Precedent
(Section 202) are satilfied
Execution of the Release. lhe
Agency executes the Release
(Attachment NO.8)
Completion of Construction.
Participant Improvements
are completed.
06/28/89
S157n/2601/00
Not later than forty-five (45)
days after the date of execution
and submission of three (3) copies
of this Agreement by the Participant.
Prior to July 27, 1989, and not later
than the execution of this Agreement
by the Agency.
Not later than one hundred twenty
(120) days after the Agency approves
this Agreement.
Within fifteen (15) working days
after the Conditions Precedent are
satisfied.
Not later than
(insert date certain), the fourth
anniversary of the approval by
Agency of the Agreement.
ATTACHIIENT NO. 5
Page 1 of 1
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ATTACBMEt.'T NO. 6
SCOPE OF DEVELOPMENT
I. CENERAL DESCRIPTION
The Site is specifically delineated on the Site Map
(Attachment No.1) and the Legal Description (Attachment No.2)
pursuant to Section 103 of this Agreement.
I I . DEVELOPMENT
The Participant ahall develop the Site or the Adjacent
Property with industrial or office buildings (or such other
buildings as may be hereafter by the Agency and III
90vernmental authorities having jurisdiction over such
approvals) meeting or exceeding the Minimum Assessed VIlue and
the Minimum SquIre Footage. All such space shall consist of
bUildings approved for occupancy, fully enclosed and under
roof, unless the Agency herelfter allows deviation from such
requirement in I writing referencing this Scope of Development
(Attachment No.5). Such buildings shall be constructed of
masonry, concrete, concrete block, or such other materials as
may hereafter be approved by the Agency; prefabricated metal
components shall not be utilized on exterior walls.
The Participant shall complete all of the improvements
set forth in this Scope of Development (Attachment No.6) to be
constructed on the Site or the Adjacent Property. All of the
improvements to be provided by the Participant on the Site
constitute the "Basic Participant Improvements." The Basic
Participant Improvements and all those off-site improvements,
which are required in connection with this development, and
which are required to be provided by the Participant (the
"Off-Site Improvements") together constitute the "Participant
Improvements".
The Participant shall commence Ind complete the
Participant Improvements by the respective times established
therefor in the Schedule of Performance (Attachment No.5).
The Participant shall provide parking on the Site and
the Adjacent Property in conformity with all applicable City
requirements.
The design and configuration of the parking facilities
shall be compatible with adjacent and nearby uses, IS
reasonably determined by the Agency.
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ATTACHMENT NO. 6
Page 1 of 4
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I I I . DEVELOPMENT STANDARDS
The following development standards shall apply to the
Participant Improvements, the Site and the Adjacent Property:
A. Building Setbacks. Minimum building setbacks for
bUildings and parking areas shall conform to the San Bernardino
City Code (the "City Code").
B. Building Coverlae. The amount of land within the Site
covered by bUildings shall conform to the City Code.
C. Building Height. BUildings shall not exceed the
height as may be limited by the City Code.
D. Vehicular Access. The placement of vehicular
driveways shall be coordinated with the needs of proper street
traffic flow. In the interest of minimizing traffic
congestion, the City will control the number and locltion of
curb breaks for access to the Site for off-street parking and
truck loading.
E. Loading. Adequate loading and unloading space shall
be provided. Loading spaces visible from streets shall be
landscaped or screened to prevent an unsightly or barren
appearance. Said requirements shall also conform to the City
Code.
F. Signs. Signs shall be limited in size, subdued and
otherwise deSigned to contribute positively to the
environment. Signs identifying the building use will be
permitted, but their height, size, location, color, lighting
and design will be subject to City approval, and signs must
conform to the City Code.
G. Screening. All outdoor storage of materials or
equipment shall be enclosed or screened to the extent and in
the manner required by the Agency and the City.
H. Landscaping. The Participant shall provide and
maintain landscaping within the public rights-of-way and within
setback area along all street frontages.
Landscaping shall consist of trees, shrubs and
installation of an automatic irrigation system adequate to
maintain such plant material. The type and size of trees to be
planted, together with a landscaping plan, shall be subject to
approval by the City's Planning Department prior to planting.
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ATTACHMENT NO. 6
Page 2 of 4
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I.
Property
expense.
Utilities. All utilities on the Site and the Adjacent
shall be underground or enclosed at Participant's
J. Painting. All exterior walls shall be painted by the
Participant with color(s) subject to approval by the City's
Planning Department.
K.
that the
quali ty,
Building Design. Buildings shall be constructed such
Participant Improvements be of high architectural
and shall be effectively and aesthetically designed.
IV.
PUBLIC IMPROVEMENTS AND U'I'ILITIES
The Participant, at its own cost and expense, shall
provide or cause to be provided the fOllOWing public
improvements as may be deemed by the City to be required in
conjunction with the development of the Participant
Improvements;
1.
Improvement as required by the City by resurfacing,
rebUilding or new construction of the existing
streets, alleys or other publiC rights-of-way
(including catch basins, curbs and gutters, drive and
curb cuts, and drives between the property line of the
Site and the public rights-of-way) abutting on the
Site. No s~reet widening is anticipated in connection
with the Site.
2. Installation of street lighting, signs and fire
hydrants in connection with the Site as may be
required.
3. Installation of public sidewalks along the frontage of
the public streets abutting on the Site or within the
rights-of-way lines of such public streets, and
appropriate street landscaping which the Agency or
City might require.
4. Installation or relocation by the public utility
companies of such sewers, drains, water and gas
distribution lines, electric, telephone and telegraph
lines, and all other public utility lines,
installations and facilities as Ire necessary to be
installed or relocated on or in connection with the
Site by reason of the redevelopment contemplated by
the Redevelopment Plan and the development of the
Site; the Agency shall not be responsible for, nor
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ATTACHMENT NO. 6
Page 3 of 4
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bear any portion of the cost of, installing the
necessary utility connections within the boundaries of
the Site and the Adjacent Property between the
improvements to be constructed by the Participant and
the water, slnitary sewer, and storm drains, mains or
other public utilities owned by the City or by any
public utility company within or without such
boundaries, or electric, gas, telephone or other
public lines owned by a public utility company within
or without such boundaries, and the Participant shall
secure Iny permits required for any such installation
without expense to the Agency.
Those of the improvements required to be provided pursuant to
this part IV of the Scope of Development (Attachment No.5)
constitute the "Off-Site Improvements."
V. DEMOLITION AND SOILS
The Participant assumes all responsibility for surface
and subsurface conditions at the Site, and the suitability of
the Site for the Participant Improvements and the operation of
commercial facilities thereon. If the surface and subsurface
conditions are not entirely suitable for such development and
use, the Participant shall at its cost take all actions
necessary to render the Site entirely suitable for such
development. The Participant has undertaken all investigation
of the Site it has deemed necessary and has not received or
relied upon any representations of the Agency, the City, or
their respective officers, agents and employees. The
Participant shall undertake at its cost all demolition required
in connection with the development of the Participant
Improvements.
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ATTACHMENT NO. 6
Page 4 of 4
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ATTACHi-lENT NO. 7
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
)
)
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[Space above for Recorder.)
CERTIFICATE OF COMPLETION FOR
CONSTRUCTION AND DEVELOPMENT
WHEREAS, pursuant to that certain Owner Participltion
Agreement entered into between the Redevelopment Agency of the
City of San Bernardino (the "Agency") and,Teong Kay and Joyce
Kay (collectively, the "Participant") dated as of
(the "OPA"), the Participant is entitled to the issuance of a
Certificate of Completion upon the completion of those
improvements required by the OPA to be developed by the
Participant; and
WHEREAS, such certificate shall be conclusive determination
of satisfactory completion of the construction required by the
OPA; and
WHEREAS, the Agency hIS conclusively determined that the
construction on the above described real property required by
the OPA has been satisflctorily completed; and
NOW THEREFORE,
1. The Agency does hereby certify that the construction
has been fully Ind satisfactorily performed and completed.
2. Nothing contained in this instrument shall modify in
any other way any other provisions of the OPA or that certain
"Agreement to be Recorded Affecting Real Property" recorded at
Book , Page among the official land records of the
County Recorder of the county of San Bernardino. All executory
obligations of the Participant pursuant to the OPA shall remain
in full force and effect.
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ATTACHMENT NO. 7
Page 1 of 2
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IN WITNESS WHEREOF, the Agency has executed this
certificate this day of , 19__
ATTEST:
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
By:
Executive Director
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ATTACHMENT NO. 7
Page 2 of 2
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STATE OF CALIFORNIA
)
) ss.
)
COUNTY OF SAN BERNARDINO
On this _ day of , 19 before
me, the undersigned, a Notary Public in and for saidlState,
personally appeared
known to me (or proved to me on the basis of satisfactory
evidence) to be the person who executed this instrument as the
Executive Director of the Redevelopment Agency of the City of
SIn Bernardino Ind aCknowledged to me that the Redevelopment
Agency of the City of San Bernardino executed it.
Signature of Notlry Public
SEAL
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ATTACHMENT NO. 7
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LEGAL DEICRIPTION OF THE lITE
o
'arc.l No. 1 ~hrou,h 14. Jnclua;v.; 'arce' l' and 18, and 'arc.' 24
~hrouth a., Jnclua1v.. of Pare.l Map '.'., 1n ~h. Citr Of 'an
'.rnardino. Countr of 'an '.rnard1no, Itate of california. .. per
plat recorded 1n look 60 of 'arce' Mapa, Pala. a1 to a4, Inclulivl,
record, Of .aid Count~.
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EXHmIT "A"
AT'l'AC!MENT NO. 7
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ATTACHMENT NO. 8
RELEASE
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
AND MAl L TAX STATEMENTS TO:
)
)
)
)
)
)
)
)
)
)
(Space above for Recorder's Use.)
RELEASE AFFECTING REAL PROPERTY
1. The Redevelopment Agency of the City of San Bernardino
(the "Agency") and T.J. Burris Corporation, a California
corporation ("Burris") previously entered into an agreement
entitled "Disposition and Joint Development Agreement" (the
"Prior Agreement"). The Prior Agreement was recorded on
as Document No. among the
official land records of the County of San Bernardino.
2. The Prior Agreement affects, among other property, that
certain real property designated in Exhibit "A" hereto, which
is incorporated herein by reference. That real property
described in Exhibit "A" is referred to herein as the "Relevant
Property" .
3. Teong Kay Ind Joyce Kay ("Kay") have acquired title to
the Relevant Property.
4. Kay ha$ requested Ind the Agency consents and approves
that the Relevant Property shall cease to be subject to the
development Obligations set forth in the Prior Agreement.
Hereafter, the Relevant Property shall be subject to that
certain Agreement to be Recorded Affecting Real Property
recorded as Document No. among the official land records
of the County of San Bernardino.
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ATTACHMENT NO. 8
Page 1 of 2
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S. Kay, as owner of the Property, requests and consents
that this document be recorded among the official land records
of the County of San Bernardino.
Dated:
REDEVELOPMENT AGENCY OF '1'HE CITY
OF SAN BERNARDINO
By:
Executive Director
ATTEST:
Secretary
"KAY"
Dated:
t /J.JfcPj
~~f~~
Teong Kay
Dated:
~ Irt \ ~ 1
\
\
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ATTACHMENT NO. 8
Page 2 of 2
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STATE OF CALIFORNIA
COUNTY OF LI%' MfcDS-
)
) ss.
)
On .7vlVE- 28, I~f
undersigned, a Notar Public in and for
appeared ~
personally known to or prov to me n the basis of
satisfactory evidence to be the person~ whose nam~
subscribed to the within instrument and acknowledged that
I executed the same.
WITNESS my hand and official seal. / ~
.,/ ~:-W' :::>
before me, the
State, personally
(SEAL)
. OFFICIAL SEAL
SAMUEL LAU
. IIOTARY PU.L1C - CAUFORNIA
. LOS AIIGtlES COUN1Y
IIJ ..... upIra N'lI 17, 1112
STATE OF CALIFORNIA
)
) ss.
)
COUNTY OF SAN BERNARDINO
On this day of , 19 before
me, the undersigned, a Notary Public in and for saia-5tate,
personally appeared , known
to me (or proved to me on the basis of satisfactory evidence)
to be the person who executed this instrument as the Executive
Director of the Redevelopment Agency of the City of San
Bernardino and acknowledged to me that the Redevelopment Agency
of the City of San Bernardino executed it.
Signature of Notary Public
SEAL
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ATTACHMENT NO. 8
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LEBAL DE8C~IPTION OF THE lITE
Parc.l No. 1 through 1.. IncluI;v.; Parcel " and 18, and 'arc.' 2.
~hroulh 3', Inclua1v., of parc.l Map ,.e., in the C1tr of 'an
..rnard1no, County of San ..rnard1no, State of California, .. ~.r
plat recorded in Book eo of Parcel MaPI, Pa,.. 3' to J., Jnclu.~v.,
recorda of .aid Count~.
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EXHIBIT "A"
ATTACHMENT NO. B
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ATTACHMENT NO. 9
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
REDEVELOPMENT AGENCY
OF THE CITY OF
SAN BERNARDINO
Attention: Executive Director
300 N. "D" Street
San Bernardino. California 92418
)
)
)
)
)
)
)
)
)
(Space above for recorder.]
This Agreement is recorded
at the request and for the
benefit of the Redevelopment
Agency of the City of San
Bernardino and is exempt
from the payment of a
recording fee pursuant to
Government code Section
6103.
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By
Its:
Dated:
, 1989
SOUTHEAST INDUSTRIAL PARK PROJECT
SAN BERNARDINO, CALIFORNIA
AGREEMENT TO BE RECORDED AFFECTING
REAL PROPERTY
THIS AGREEMENT is entered into this day of
, 1989, by Ind between the REDEVELOPMENT
AGENCY OF THE CITY OF SAN BERNARDINO, a public body corporate
and pOlitic (the "Agency"). Ind TEONG KAY and JOYCE KAY
(collectively, the "Participant"), with reference to the
following:
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ATTACHMENT NO. 9
Page 1 of 4
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A. The Participant is fee owner of record of that certain
real property (the "Property") located in the City of San
Bernardino. County of SIn Bernardino. State of California
legally described in the attached Exhibit "A".
B. The Property is within the Southeast Industrial Park
Project Area (the "Project") in the city of San Bernlrdino and
is subject to the provisions of the Redevelopment Plln for the
Project adopted by Ordinance No. 3583 by the City Council of
the City of San Bernardino.
NOW. THEREFORE, THE AGENCY AND THE PARTICIPANT OWNER AGREE
AS FOLLOWS:
1. The Participant. on behalf of itself and its
successors. assigns. and each successor in interest to the
Property or any part thereof. hereby covenants and agrees:
(a) To use. devote. and maintain the Property and
each part thereof. for the purposes and the uses specified in
the Redevelopment Plan and in conformity with all applicable
laws.
(b) To maintain the improvements and landscaping on
the Property and keep the Property free from any accumulation
of debris and waste materials.
(c) Not to discriminate upon the basis of sex.
marital status. race. color. creed. religion. age. national
origin. or ancestry in the sale. lease. sublelse. transfer or
rental. or in the use, occupancy. tenure. or enjoyment of the
Property or Iny improvements thereon. or of any part thereof.
Each and every deed. lease. and contract entered into with
respect to the Property shall contain or be subject to
substantially the following nondiscrimination or
non-segregation clauses:
(1) In deeds: "The grantee herein covenants by and
for itself. it successors and assigns. and all
persons claiming under or through them. that
there shall be no discrimination Igainst or
segregation of any person or group of persons on
account of sex. marital status. race. color.
creed. religion. age. national origin. or
ancestry in the sale. lease. rental. sublease.
transfer. use occupancy. tenure. or enjoyment of
the land herein conveyed. nor shall the grantee
itself or any persons claiming under or through
it. establish or permit any such practice or
practices of discrimination or segregation with
reference to the selection. location. number. use
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ATTACHMENT NO. 9
Page 2 of 4
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or occupancy of tenants, lessees, subtenants,
sublessees, or vendees in the land herein
conveyed. The foregoing covenants shall run with
the Land."
(2) In leases: "The lessee herein covenants by and
for itself, its successors and Issigns, and all
persons claiming under or through them, and this
lease is made and accepted upon and subject to
the following conditions:
That there shall be no discrimination against or
segregation of any person or group of persons, on
account of sex, marital status, race, color,
creed, religion, age, national origin, or
ancestry, in the leasing, renting, subleasing,
transferring, use, occuplncy, tenure, or
enjoyment of the land herein leased nor shall the
lessee itself, or any person claiming under or
through it, establish or permit such practice or
practices of discrimination or segregation with
reference to the selection, locltion, number, use
or occupancy of tenants, lessees, sublessees,
subtenants, or vendees in the land herein leased."
(3) In contracts: "There shall be no discrimination
against or segregation of, any persons, or group
of persons, on account of sex, marital status,
race, color, creed, religion, age, national
origin, or ancestry in the sale, leIse, rental,
sublease, transfer, use, occupancy, tenure or
enjoyment of the land, nor shIll the transferee
itself or any person claiming under or through
it, establish or permit any such practice or
practices of discrimination or segregation with
reference to the selection, location, number, use
or occupancy of tenants, lessees, subtenants,
sublessees or vendees of the land."
2. There shall be no discrimination against or
segregation of any person, or groups of persons, on account of
sex, marital status, race, color, creed, religion, age,
national origin, or ancestry in the sale, lease, rental,
sublease, transfer, use, occupancy, tenure or enjoyment of the
property or Iny part thereof, nor shall the Participant, its
successors, assigns, or successors in interest to the Property
or any part thereof, or any person claiming under or through
them, establish plrt thereof, or any person claiming under or
through them; establish or permit any such practice or
practices of discrimination or segregation with referelce to
the selection, location, number, use, or occupancy of tenants,
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ATTACHMENT NO. 9
Page 3 of 4
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lessees, sublessees, or vendees of the Property or any part
thereof.
3. The Participant shall defend, indemnify and hold
harmless the Agency, the City. and their respective officers,
agents and employees from and against any loss, liability,
claim, or jUdgment relating in any mlnner to the Property. The
Participant shall remain fUlly obligated for the plyment of
property taxes and assessments in connection with the
Property.
4. The covenants and Igreements established in this
Agreement shall, without regard to technical classification and
designation, be binding on the Participant and any successor in
interest to the Property, or any part thereof, for the benefit
of and in favor of the Agency, its successors Ind Issigns, and
the City of San Bernardino. Except IS set forth in the
fOllOWing sentence, the covenants contlined in paragraph lea)
and l(b) of this Agreement shall remain in effect until
(the expirltion dlte of the Redevelopment Plan).
The covenants against discriminltion (contained in paragraph
l(c) and 2, shall remain in perpetuity),
IN WITNESS WHEREOF, the Agency and the Participant have
executed this Agreement.
Dated:
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
By:
Executive Director
A'l'TEST:
"AGENCY"
Secretary
Dated:
i}Jj.P7
~/~~/:?~
Teong y
Dated:
Ion
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ATTACHMENT NO. 9
Page 4 of 4
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STATE OF CALIFORNIA )
) 5S.
COUNTY OF SAN BERNARDINO )
On this
day of , in the year
before me, the undersigned, a Notary Public in and
for said State, personllly appeared
personally known to me (or proved tome on the basis of
satisfactory evidence) to be the person who executed this
instrument as the Chairman of the REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO and aCknOWledged to me that the
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO executed it.
,
Signature of Notary Public
(SEAL)
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ATTACHMENT NO. 9
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STATE OF CALIFORNIA
COUNTY OF le.$ ~ek
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) as.
)
o
On :J;;II~ '-8 , 19Jq before me, the
undersiqned, a Notlry Public in a~for aaid State, personally
appeared 1't~",q K:A.y J. r7 Oy(~ ~y ,
personally known tome or proved to me on the basis of
aatisfactory evidence to be the person whose n~eJsubscribed to
the within inatrument and aCknowledqed that ~r executed
the same.
WI>mSS 'Y '~d ~d offi,i.' ''''~ ~
~,,/~
(SEAL)
. OFFICIAL SEAL
SAMUEL LAU
. : ftOTARY PUBUC . CALIFORNIA
LOS MflB.ES COlIIl1Y
.., - ..,.,.. API U, 1112
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ATTACHMENT NO. 9
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~EGAL DESCRIPTION OF THE lITE
Pare.l Ho. 1 ~hrou,h ". Jnclul;v.; Parcel " and 'I. and 'arc.l 2.
~hrou,h ". Jnelua1v., Of parC.l Hap I"'. in ~h. Cit~ of 'an
..rnardino, County of 'an '.rnard1no. Itate of California, .. per
pllt reCOrded in Book 10 of Parcel Map., Pa,.. J, to J'. Jnclu.iv.,
racord, of .aid Count~.
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EXHIBIT "A"
ATTACHMENT NO. 9
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ATTACHMENT NO. 10
RELEASE AVAILABLE FOR INLAND/BURKE/CHU PARCELS
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
AND MAIL TAX STATEMENTS TO:
)
)
)
)
)
)
)
)
)
)
(Space above for Recorder's Use.)
RELEASE AFFECTING REAL PROPER'I'Y
1. The Redevelopment Agency of the City of San Bernardino
(the "Agency") Ind T.J. Burris Corporation, a California
corporation ("Burris") previously entered into an Igreement
entitled "Disposition and Joint Development Agreement" (the
"Prior Agreement"). The Prior Agreement was recorded on
as Document No. among the
official land records of the County of San Bernardino.
2. The Prior Agreement affects, among other property, that
certain rell property designlted in Exhibit "A" hereto, which
is incorporated herein by reference. That real property
described in Exhibit "A" is referred to herein as the "Relevant
Property" .
3.
the Relevant Property.
4. Effective upon recordation of this Release, the
Relevant Property shall cease to be subject to the development
Obligations set forth in the Prior Agreement. This Release
Shall not affect or modify any effects of the Prior Agreement
in relation to any real property other than the Relevant
Property.
("
") has acquired title to
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AT'I'ACHMENT NO. 10
Page 1 of 2
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S. , as owner of the Property, requests and
consents that this document be recorded among the official land
records of the County of San Bernardino.
Dated:
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
By:
Executive Director
AT!'EST:
Secretary
Dated:
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ATTACHMENT NO. 10
PIge 2 of 2
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STATE OF CALIFORNIA
COUNTY OF 6> ~~Ed>
)
) ss.
)
On ,~..F>> #{ before me, the
undersigned, I Notary Public n nd for .aid State, personally
appeared ~
personally known to m 0 e basis of
satisfactory evidence to be the person~ hose nameS
sub~ed to the within instrument and acknowledged that
~ executed the same.
WITNESS my hand Ind official seal.
. OFFICIAL SIAL
SAMUEL tAU
: 1I0TAR'1' PUlLIt . CAlJPORMA
IDS MeaD courny
( SEAL) ., -. .."res APll17, 1112
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO
)
) ss.
)
On this day of , 19 before
me, the undersigned, a Notary Public in and for saidlState,
personally appelred , known
to me (or proved to me on the basis of satisfactory evidence)
to be the person who executed this instrument IS the Executive
Director of the Redevelopment Agency of the City of San
Bernardino and aCknowledged to me that the Redevelopment Agency
of the City of San Bernardino executed it.
Signature of Notary Public
SEAL
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ATTACHMENT NO. 10
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~EmAL DESCRIPTION DF THE aITE
Parc.l Ho. , ~hrou,h '., Jnclu.;v.; Parcel '7 and '8. and 'arc.' 2.
throuDh J4, Incluafv.. Of Parc.l Map '4'4, in ~he City of Ian
aernardino, County of San aernard1no. State of California, a. per
plat recorded in Book 10 of Parcel Map., Pa,es J, to 3.. Incluaive,
record. of .aid Count~.
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ATTACHMENT NO. 11
IRREVOCABLE STANDBY
LETTER OF CREDIT
No. :
Date:
Beneficiary:
Redevelopment Agency of the City of San Bernardino
300 North "D" Street
San Bernardino, California 92418
For account of:
Teong Kay and Joyce Kay
1936 Mateo Street
Los Angeles, California 90021
Amount
U.S. Dollars: $100,000.00
(One Hundred Thousand
and no/l00 U.S. Dollars)
Expiration Date:
Gentlemen:
, 1996
Bank, National Association
hereby establishes its Irrevocable Standby Letter of Credit in
the referenced amount in your favor available by your draft
drawn at sight on us at the above office and accompanied by:
The following two items:
(1) this Letter of Credit, and (2) the notarized
signature of the Executive Director of The Redevelopment Agency
of the City of San Bernardino ("Beneficiary"). Upon
presentation of the foregOing two items, Beneficiary shall be
entitled to draw upon the entire face amount of the Letter of
Credit or such lesser amount as Beneficiary specifies in the
sight draft. Notation of the amount so drawn shall be endorsed
on the Letter of Credit. This Letter of Credit shall be
surrendered to us when the entire face amount of this Letter of
Credit has been paid to Beneficilry.
06/28/89
5157n/2601/00
ATTACHMENT NO. 11
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PROVISIONS APPLICABLE TO THIS CREDIT:
This credit is subject to the Uniform Customs and
Practice for Documentary Credits (1983 Revision) International
Chamber of Commerce, Publication No. 400, and to the extent not
inconsistent therewith, by California law.
We hereby engage with you that all drafts under and in
compliance with the terms of this credit will be duly honored
if drlWD and presented for payment at this office on or before
the expiration date of this credit,
Sincerely yours,
BANK,
NATIONAL ASSOCIATION
By:
Title:
By:
Title:
06/28/89
5157n/2601/00
ATTACHMENT NO. 11