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Home My WebLink AboutR05-Redevelopment Agency , "" , , , , ,........ -- .....,.., '-' DBVBLOPIIBBT DBPARTIIBBT OF TIlE CIn OF SAB BBUARDIBO REOUEST FOR ClMIISSIOB/COOBCIL ACTIOB From: KENl'lETH J. HENDERSON Executive Director Subject: SALE OF 101 BORTH "I" STRBB'l BUILDING Date: July 8, 1992 SvnoDsis of Previous Commission/Council/Committee Action(s}: On May 4, 1992, the Community Development Commission received and filed a staff report regarding the proposed sale of property located at 101 North "I" Street. On May 18, 1992, a joint public hearing was held on the sale of this property. The Community Development Commission authorized the Executive Director to enter into a Disposition and Development Agreement with Billy Ardt, Inc. (Games for Fun International) for the sale of the subject property. Recommended lIotion(s}: (Co_itv Deve10tllllent Commission) KOTIOB: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING A CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND BILLY ARDT, INC. (UPTOWN REDEVELOPMENT PROJECT AREA). A~~trator ~.. Executive Direc or Contact Person(s): Ken Henderson/Emi1v WOnK Phone: 5081 Project Area(s): UDtOwn Ward(s): Three (3) Supporting Data Attached: Staff ReDort: DDA: Financial SummarY FUNDING REQUIREMENTS: Amount: $ B/A NIA Source: Budget Authority: B/A Commission/Council Botes: KJH:EMW:1ag:0712T COIftlSSIOB MEBTIl'IG AGENDA Meeting Date: 7/20/1992 7 Agenda Item l'fumber: f' i~ -, '...) DEVELOPMEwr DEPARrMEWr 01' rBB CIrt 01' SAIl BBR1WIDIIIO , srAn' UPORr .... PROPOSED SAUl 01' 101 IIORrII "I" STRBBT PROPBRrY Games for Fun International has expressed an interest in acquiring property located at 101 North "I" Street (formerly the Mental Health BUilding). The Agency-owned property consists of three (3) parcels containing 48,709 square feet, improved with a 13,000 square foot structure and a 12,648 square foot parking lot. The site carries a light industrial land use designation. On May 18, 1992 the Commission authorized sale of the property to Billy Ardt, doing business as Games for Fun International. BACKGRomm In January of 1985, the Agency purchased this property for $599,400 based upon a contemporaneous appraisal of $590,000. Subsequently, on July 7, 1988, the property was reappraised by Edward G. Hill at a fair market value of $455,000 (assuming that it was first renovated for use as office space) and put on the market for sale. Two (2) offers substantially below the then fair market value were received and rejected. , .... Over the paat aeven years, the property has continued to experience physical decline due, in part, to extensive vandalism and a general lack of maintenance. A report prepared by building and eafety officials in 1989 identified the potential need for rehabilitation in the event of reuse to include rehabilitation of air conditioning ducts, replacement of ceiling tiles, handicapped modification to restroom facilities, installation of a fire exit and fire sprinkler system, asbestos assessment/mitigation, and assessment of the roof for structural soundness to meet seismic standards and termite inspection. On February 3, 1992, staff conducted a brief visual inspection of the site, and noted that portions of the roof glass, electrical panels, heating ducts, thermostats, interior drop ceilings, walls and doors have been removed or damaged as a result of vandalism. A water main was shut off due to a leak in the basement and it is unclear as to whether the main has been repaired. Since this property has been vacant for more than 180 days, it must be adapted to meet current development code standards. The cost of bringing this building up to current code could be substantial. , " Upon review of eight (8) comparab1es, staff estimates the fair market value of this property to be approximately $24.68/s.f. or $246,800. This estimate is based upon 10,OOO square feet of usable space rather than the total 13,000 square feet which includes a 3,000 square foot basement. It also takes into account factors such as the generally poor condition of the structure as well as the limited functionality of the water damaged basement. KJH:EMW:1ag:0712T COnuSSIOW MDTIRG AGBNDA Meeting Date: 7/20/1992 Agenda It_ l'fumber: ~ c ,......., ......" , DEVELOPMERr DEPARnwu STAFF REPORT Sale of 101 Borth "I" Street July 8, 1992 Page Bumber -2- ..... GAMES FOR FOB Il'ITERllATIOBAL PROPOSAL Games for Fun International (Billy Ardt., Inc.) wishes to expand its current business, which assembles, refurbishes and repairs indoor recreation equipment for wholesale and retail rental and sales distribution. Types of game equipment produced include pool tables, juke boxes, soda machines, pinball and video machines, neon signs, lighting equipment and antique slot machines. Ken Renfroe, owner of Games for Fun International, has agreed to a cash purchase price of $225,000 in addition to providing $50,000 in beautification improvements which may include but is not limited to landscaping improvements, installation of a new fire sprinkler system, new paint, signage and other facade treatments, as well as complete interior renovations. This offer appears to be consistent with staff's estimate of valuation for the property. Mr. Renfroe would be responsible for bringing the building up to current code and has agreed to accept the property in "as is" condition with no expressed or implied warranties. ", , Games for Fun International plans to apply a common architectural theme which will tie its current building with the new proposed site. The company is currently located in a building it owns directly across the street. It is their plan to continue operating business at the current site and expand operations at the new proposed site. The company currently employs seven employees and anticipates creating up to an additional twelve (12) jobs as a result of this expaneion. Sale of the property to Games for Fun International would benefit the City by creating new Jobs, eliminating some blighting conditions and promoting light industrial growth in this area. Rehabilitation, beautification and the occupation of this building would be a first step in ensuring light industrial reuse and pave the way for attracting other light industry to this area. Approval would also generate new tax increment funds to the Redevelopment Agency and possibly sales taxes to the City. CURREB'l ZORING/PERMITTED USES The subject property is zoned for light industrial land use (IL). Games for Fun International's proposal to use the site for assembly and sale of game equipment is a compatible and permitted use in a IL zoned site. The proposed business expansion would appear to promote light industrial growth in the area and is consistent with the General Plan. '" , KJH:EMW:1ag:0712T COMtlISSIOB MEETING AGDDA MeetiD& Date: 7/20/1992 5 Agenda Itea BuIIIber: "'" ... , \r, , " c ""..., J - DEVELOPMEllr DEPARTPnmr STAFF REPORT Sale of 101 North "I" Street July 8, 1992 Page Number -3- pARIrTWG REOUIKJ5I'U51'ITS Assembly, refurbisbment and sale of game equipment proposed by Games for Fun International is in keeping with the IL land use designation and would require one (1) parking space for every 1,000 square feet for a total of thirteen (13) parking spaces which is adequately provided for by the forty-seven (47) parking spaces existing on site (including adjacent parking lot). Attached for your review is a copy of the Financial Summary presented for the public hearing held May 18, 1992 and the Disposition and Development Agreement outlining the details of the proposed sale of 101 North "I" Street as described above. The agreement has been executed by the developer. Based upon the foregoing, staff recommends adoption of the attached resolution. un1U5II1 J. IlEBDE ON, Executive Director DeveloPlllent Depa tment KJH:EMW:1ag:0712T COIMISSION MDTIlIG AGDDA KeetiD& Date: 7120/1992 5 Agenda It. Nullber: J"".' ....) '-' "" SUMMARY REPORT OF A PROPOSED SALE OF REDEVELOPMENT AGENCY OWNED REAL PROPERTY WITHIN THE UPTOWN REDEVELOPMENT PROJECT AREA TO BILLY ARDT, INC. .... This Summary Report has been prepared pursuant to Health and Safety Code Section 33433 with respect to Agency owned real property acquired with tax increment monies. It is proposed that the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("Agency") sell to BILLY ARDT, INC., doing business as GAMES FOR FUN INTERNATIONAL AND BILLIARDS SURPLUS ("Developer") that certain parcel of real property identified as APN 134-331-20 & 23 & 24, located at 101 North "I" Street as set forth in the map attached as Exhibit A. BACKGROUND The subject property contains 48,709 square feet, is improved with a 13,000 square foot structure and a 12,648 square foot parking lot. The Developer proposes to purchase the property and improve it under the terms of the DispositIon and Development Agreement. COST TO THE AGENCY The original and continuing cost of the agreement to the Agency, including land acquisition costs, clearance costs, relocation costs, the costs of any improvements to be provided by the Agency, plus the expected interest on any loans or bonds to finance the agreement are provided below: , \. 1. Purchase Price $599,400 2. Closing Costs including escrow and reconveyance fees, legal fees, taxes, appraisals, admin costs 1. Maintenancp. (a~cumulative ~o date) $ 12,554 $ l5,529 4. UtlFti"s (c~ntinuing) $ 1,.37Q TOTAL GOST: !Hl,d51 ESTIMATED VALUE Over the past seven years the subject property has experienced physical decline due to extensive vandalism and a general lack of maintenance. A report prepared by Building and Safety officials in 1989 identified the potential need for rehabilitation in the event of reuse to include rehabilitation of air conditioning ducts, replacement of ceiling tiles, handicapped modification to restroom facilities, installation of a fire exit and fire sprinkler system, asbestos assessment/mitigation, assessment of roof ~or structural soundness to meet seismic standards and a termite inspection. !' \. 5 ,.... '-' '-" , The estimated value of the interest to be conveyed or leased, determined at the highest uses permitted is $24.68!s.f. or $246,800. The estimate of fair market value was derived from a review of eight (8) comparab1es attached as Exhibit B. This estimate is based upon 10,000 s.f. of usable space rather than the total 13,000 s.f. which includes a 3,000 s.f. basement. It also takes into account factors such as the generally poor condition of the structure as described above as well as the limited functionality of the water damaged basement. " PURCHASE PRICE The purchase price of the subject property is $225,000 cash, which is slightly below the $246,800 established fair market value. However, the Developer will also provide $50,000 in beautification improvements to include landscaping improvements, new paint, signage and other facade treatments. With the addition of beautification improvements, the $225,000 offer appears to be equitable and consistent with the estimate of valuation for the subject property. Due to the current downturn in economic climate, there is strong competition for the retention and expansion of businesses between cities, counties and states. If the Agency does not sell this property for the proposed sales price, the Developer may opt to relocate elsewhere. Although the Developer has expressed a preference toward staying in San Bernardino, such a search for alternative facilities could result in a loss of both business expansion as well as retention of a business currently located in the City. , " BENEFIT Sale of this property to the Developer would benefit the City by creating new jobs, eliminating blighting conditions and promoting light industrial growth in this area. Rehabilitation, beautification and the occupation of this building would be a first step in ensuring light industrial reuse and pave the way for attracting other light industry to this area. It would also generate new tax lncrement funds to the Redevelopment Agency and possible sales tax to the City. .\ copy of the fa em of Oisposi tion and Development Agreement i.s w" i hb 1., upon request and. is set forth as attac.hed in Exhibi.t B. A Joint Public Hearing of the City of San Bernardino and the Community Development Comm1ssion is scheduled for 11:00 a.m., May 18, 1992 in the Council Chambers of City Hall in San Bernardino. I) "I ~ L~lhr~:".Jt {~r' ICElll'lETII J.' HE!lDIlRSOB, Executive Director Development Department KJH:EMW:0676T , !J . c::. ff:..',:,:,::~. . .. '. ~ . ' }';Jt(;~'~"!.':~~2'~ .' ,...:'".. ...,,:f\'."~.' ..'l .' "~, ,:1:..,,' . :::'.~ .. .: . ." . .. tJ . : . :.~ , '::." ~r~~:<..: : . . . ,..'.. .. ..t .~: _~... ;, ~ .~ .. :. ':;',;.:;~\ir. '. -,;.;~'~" " '. ! .:1' .~ ~.:':~~~.. ..... i ,".- ,.' ", " !l,lll ~ '.:0: \ \ " .-t.. . .~.:.;.~l.;,-(.'" .....~i ." . . :: '! .~. .,j'.. :,. .' '. "' ~, , ~ 'T' lb~ . . l@! , ~-a:.. +11' ;"'. :..,'. %~:w.:.o' -' .' ..,.:t:.'Il~ ' -:l.;:....C '. '. ,,,. . (:. ;.. :.....':" .. .. .:' ~ .;:. .~. , '.l',\~ .... I ....; .. \ . .. .' . ; .. ,-, .;.' " .... . It ." IS : ., . ~ .. IS t I iG> otG) I ,., .::2 ... ... ... ,. Q. 1CZ) 1 ~ Ii. i ~ , ~ . . ._._~-_. i>. . I . I .. .. ~':' I I - .... ~ 0 :j;,~ .1' .. .' / '~'..':,.Il .<-~. J'; ':,~ .~.. ":" :.0.';.' "''-''.: ::Y .;;~. ... . , .. ~" -. .... " . '! .~~ ~. '. ':('.: ~.: .;." . ~~ ,::l' ;{~;\!t-;' :';'.' ':;. ~\ . ,~:, . - . ..' .. : ... . .. . ~.... .~:...~:,/-. , ;-' .' :~ .- \::LI .~ . " : . &. ~. .~ a. .. r .i i' l' ot '" i .'. ..... :;.:~ .~7 t~~:~.t. ~ .; ,': ...};f~' ....~ ;.."r.,'.'" , . ..' .,'. ,::'. o -5 , ..... , ".. ,-.... , ......... , ......,i 1 2 3 4 5 6 7 8 9 10 RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF; THE CITY OF SAN BERNARDINO APPROVING A CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND BILLY ARDT, INC. (UPTOWN REDEVELOPMENT PROJECT AREA) . WHEREAS, the Redevelopment Plan for the uptown Redevelopment Project (the "Redevelopment Plan") was approved and adopted by the Mayor and Common Council of the City of San Bernardino (the "Mayor and Common Council") by Ordinance No. MC-52?, dated June 18, 1986; and WHEREAS, the Redevelopment Plan provides for the 11 redevelopment of real property pursuant to the Redevelopment Plan 12 by owners thereof or by parties seeking to acquire real property 13 from the Redevelopment Agency of the City of San Bernardino (the 14 15 16 "Agency" ); and WHEREAS, Section 33391 of the Community Redevelopment Law (Part 1 of Division 24 (commencing with Section 33000) of the 17 Heal th and Safety Code of the Sta1:e of California) (the "Act") 18 provides that a redevelopment agency may acquire any real or 19 personal property within a redevelc.pment project area or for the 20 purposes of redevelopment and Section 33430 of the Act provides 21 that a redevelopment agency may di~pose of any real or personal 22 property within a redevelopment project area or for the purposes 23 of redevelopment; and , " 24 25 26 27 28 --:-------~-......--~.. WHEREAS, the Agency and Billy Ardt, Inc. (the "Redeveloper") I desire to enter into a certain Disposition and Development Agreement (the "Agreement"), a copy of which is attached hereto as Exhibit "A" incorporated herein by reference, pursuant to which, among other matters, the Redeveloper would acquire from the Agency DAB/.../Ardt.rea 1 July 15. 1992 6 AI' " 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 , " , \0 - ",..,.." , '-" the Site which is described in Attachment "2" to Exhibit "A", which is attached hereto and incorporated herein by this reference. The Site is located within the area subject to the Redevelopment Plan (the .project Area"). The acquisition would be for purposes of the redevelopment thereof, as described in the Agreement, including remodeling of the structure on the Site by the Redeveloper and the establishment of a games rehabilitation and distribution business (the "Project"); and WHEREAS, the Agency Staff has prepared and made available for public inspection a certain Summary Report (the "Summary") concerning the proposed Agreement, as required by Health and Safety Code Section 33433, a copy of which is on file with the Executive Director of the Agency and the City Clerk of the City of San Bernardino and is incorporated herein by reference; and WHEREAS, the Mayor and Common Council have duly noticed and conducted a public hearing in accordance with the requirements of Health and Safety Code Section 33433 concerning the proposed sale of the Site by the Agency to the Redeveloper pursuant to the proposed Agreement; and WHEREAS, the Community Development Commission of the City of San Bernardino (the "Commission") on behalf of the Agency has duly noticed and conducted a public hearing in accordance with the requirements of Health and Safety Code Section 33431 concerning the proposed sale of the Site by the Agency to the Redeveloper pursuant to the proposed Agreement; and WHEREAS, based upon the evidence and testimony submitted to the Commission and the Mayor and Common Council, it is reasonable and appropriate for the Agency to enter into the proposed DAB/.../Ardt.r.. 2 May 12. 1992 ~..,., ;5 . .. .", ----~,.,-----....--- " ..... 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 , .... , .... -- . --- , " ....,,, Agreement, NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION I. The Mayor and Common Council hereby find and determine that the development of the Site as described in the proposed Agreement is within the scope, terms and provisions of the Redevelopment Plan. SECTION 2. The Mayor and Common Council hereby accept and approve the Summary. SECTION 3. The Mayor and Common Council hereby find and determine that the consideration to be paid by the Redeveloper to the Agency for the conveyance of the Site pursuant to the Agreement is not less than the fair market value of the Site. However, to the extent that the sale of the Site by the Agency to the Redeveloper pursuant to the proposed Agreement may be deemed to be less than the fair market value thereof, the Mayor and Common Council hereby find and determine that the conveyance of the Site for less than fair market value is reasonable and necessary to effectuate the purposes of the Redevelopment Plan, in that the conveyance for less than the fair market value will permit the Redeveloper to acquire the Site for redevelopment and in order to eliminate blight, to create employment opportunities, to increase the value of real property in the Project Area and to cause the City and the Agency to receive additional tax revenues as a result of redevelopment. Absent the conveyance of the Site for less than fair market value, the Redeveloper would likely not proceed with the purchase thereof and redevelopment of the Site. III DAB/.../Ardt.r.. 3 May U. 199Z s .- -....--':'.~.......--.._--......-.........""'._-~-.--:--~-:-". , -- ""' ..... 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 , " ( c ., " RESOLUTION...DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CI.TY OF SAN BERNARDINO AND LOMA LINDA UNIVERSITY (UPTOWN REDEVELOPMENT PROJECT 'AREA). SECTION 4. The Mayor and Common Council hereby approve the proposed Agreement and the conveyance of the Agency's interest in the Site by the Agency to the Redeveloper. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a meeting thereof, held on the , 1992, by the following vote, to wit: day of Council Members: AYES NAYS ABSTAIN ABSENT ESTRADA REILLY HERNANDEZ MAUDSLEY MINOR POPE-LUDLAM MILLER City Clerk of The foregoing resolution is hereby approved this , 1992. day W. R. Holcomb, Mayor City of San Bernardino Approved as to form and legal content: JAMES F. PENMAN, City Attorney B~~ DAB/eee/Ardt.r.. 4 May 12. 1992 -5 ~'~'_.."--_.'..--"'-'.----'-"- ...................c--:--____--;--:--~...........-.7_--:__~~:>_, _ ,._ +cO'"-~.. ---- ,,"- ~ v ......"'" 1 DZSPOSZTZON AHD DEVELOPMEN'l' aORJ:BMEN'r , 2 " 3 4 5 Between 6 The Redevelopment Agency 7 of the City of San Bernardino 8 and 9 Billy Ardt, Inc. 10 doing business as U Oames For Fun Intarnational 12 and Billiards Surplus 13 14 " ~ 15 16 (Uptown Redavelopment Project Area) 17 18 19 20 21 22 23 24 25 26 ( 27 28 DAB/.../ao.....gr July 9. 1992 5 .... 1 2 8 4 I. 5 6 7 8 9 10 11 12 18 II. 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 .... fI' , , \, 1""' I "-" -"'"...... ........'oJ' DISPOSITION AND DEVELOPMENT AGREEMENT [100] A. [101] [102] [103] [104] TABLE OF CONTENTS SUBJECT OF AGREEMENT Purpose of Agreement The Redevelopment Plan The Site Parties to the Agreement [105] [106] [107] The Agency The Developer Prohibition Against Change in Ownership, Management and Control of the Developer B. C. D. 1. 2. 3. [202] [203] [204] [205] [206] [207] [208] [209] [210] [211] [212] [213] DAB/.../aa.....gr [200] DISPOSITION OF THE SITE A. [201] Purchase Price B. C. D. E. F. G. H. I. J. K. L. M. Disposition of the Site . Conditions Precedent Escrow Conveyance of Title and Delivery of Possession Form of Deed for the Disposition Conveyance Condition of Title Time for and Place of Delivery of Agency Deed Recordation of Documents Title Insurance Taxes and Assessments Condi tion of the Site Preliminary Work July 9. 1992 6 "'" 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 .... , '" , \. III. B. C. D. E. F. c [300] A. [301] 1. 2. 3. 4. 5. 6. 7. ..--" ....- ,," DEVELOPMENT OF THE SITE Development of the Site by the Developer [302) [303] [304] Scope of Development Design Concept Drawings Construction Drawings and Related Documents [305] [306] [307] Cost of Construction Construction Schedule Bodily Injury and Property Damage Insurance [308] City and other Governmental Agency Permits 8. [309] 9. [310] 10. [311] [312] [313] [314] 1. 2. 3. 4. [319] [320] DAB/.../a......gr Rights of Access Local, State and Federal Laws Antidiscrimination During Construction or R_odeling Taxes, Assessments, Encumbrances and Liens Prohibition Against Transfer of the Site, the Buildings or Structures thereon and Assignment of Agre_ent Mortgage, Deed of Trust, Sale and Lease-Back Financing; Rights of Holders [315] No Encumbrances Except Mortgages, Deeds of Trust, or Sale and Lease-Back for Development [316] Holder Not Obligated to Construct Improv_ents [317] Notice of Default to Mortgages or Deed of Trust Holders; Right to CUre [318] Failure of Improvements Holder to Complete Right of the Agency to Satisfy Other Liens on the Site After Title Passes Certificates of Completion Ju11' 9. 1992 ~ "" .... , " 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 , 1 IV. 2 3 4 5 6 7 V. VI. ~-"-~. \....- , ... ,-,.I [400] USE OF THE SITE A. [401] [402] [403] [404] Rights of Access Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction Uses B. Maintenance of the Site c. D. [500] GENERAL PROVISIONS A. [501] Notices, Demands and Communications Between the Parties B. [502] C. [503] Conflicts of Interest: Nonliability Enforced Delay: Extension of Times Performance of D. [504] Inspection of Books and Records [600] A. [601] B. [602] DEFAULTS AND REMEDIES Defaults - - General Legal Actions 1. [603] [604] [605] Institution of Legal Actions Applicable Law 2. 3. Acceptance of Service of Process c. [606] [607] [608] Rights and Remedies are CUmulative D. Inaction Not a Waiver of Default E. Remedies and Rights of Termination 1. [609] Damages [610] Action for Specific Performance [611] Termination by the Developer [612] Termination by the Agency 2. 3. 4. F. [613] Remedies of the Agency and the Developer for Default After Passage of Title and Prior to Completion of Construction DAB/.../o..o...gr July 9. 1992 5 ,,*, 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ..... ,. \. ,. \. VII. VIII. IX. .' '0 , '-' ....... .~,v 1. [614] Damages 2. [615] Action for Specific Performance 3. [616] R.entry and Rev.sti~ of Title in the Agency [700] SPECIAL PROVISIONS A. [701] Submission of Documents to Agency Approval B. [702] Successors In Interest [800] ENTIRE AGREEMENT, WAIVERS [900] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY for DAB/aaa/ao....agr July 9. 1992 :5 c ..~... """,,,..,,/ .... 1 DXSPOSXTXON AND DEVELOPMENT AGREEMENT 2 THIS AGREEMENT XS ENTERED XNTO THIS day of , 3 1992 by and between the REDEVELOPMENT AGENCY OF THE CITY OF 4 SAN BERNARDINO (the "Agency"), and BXLLY ARDT, XNe., a Delaware 5 COrporation, doing business as Games For Fun Xnternational and 6 Billiards Surplus ('the "Developer"). Agency and Developer hereby 7 agree as follows: 8 I. [100] SUBJECT OF AGREEMENT 9 A. [101] Purpose of Agreement 10 The purpose of this Agreement is to effectuate 'the 11 Redevelopment Plan for the uptown Redevelopment Project (the 12 "project") by providing for the development of the Site, which is 13 situated within 'the uptown Redevelopment Project Area (the 14 "Project Area") of the Project. That certain real property to be 15 developed pursuant to this Agreement (the "Site") is depicted on 16 the "Site Map," which is attributed hereto as Attachment No.1 and 17 incorporated herein by reference. This Agreement is entered into 18 for the purpose of ramoCleling and developing 'the Site and for 19 facili tating the operation of a light industrial enterprise on the 20 Site and not for speculation in land holding. The completion of 21 'the remodeling, development and occupancy of the Site pursuant to 22 this Agreement is in the vi tal and best interest of the City of 23 San Bernardino, California (the "City") and the health, safety and 24 welfare of its residents, in accord with 'the public purposes and 25 prClvisions of applicable state and local laws and requirements 26 under which the Project has been undertaken, and will benefit the 27 Project Area by providing needed industry and jobs within the 28 Project Area. '.... , " , " IIU/a,,/-'.agr 1 .July 9. 1992 " I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 .... , ." , " *",-,-, ~.-..... v '....,,/ B. [102] The Redevelopment Plan The Redevelopment Plan was approved and adopted on June 18, 1986 by Ordinance' No. MC-52? of the Common Council of the City of San Bernardino; said ordinance and the Redevelopment Plan as so approved (the "Redevelopment Plan") are incorporated herein by reference. C. [103] The Site The Site is that certain real property designated on the Site Map (AttaChment NO.1) and described in the "Legal Description of the Site", which i. attached hereto as Attachment No.2 and is incorporated herein by this reference. The Site i. held in fee by the Agency. D. [104] Parties to the Agreement 1. [105] The Aqency 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 (Health and Safety Code Section 33020 et .eq.). The principal office of the Agency is located at 201 North "E" Street, San Bernardino, California 92401. "Agency", as used in this Agreement, includes the Community Development Commission of the City of San Bernardino, the Redevelopment Agency of the City of San Bernardino, the Development Department of the City of San Bernardino, and any assignee of or successor to their rights, powers and responsibilities. III DI\8/.,,/-'..gr 2 Ju1J' 9. 1992 ~ ",",',,", '-' ~. .", ,. .J ,-'" 1 2. [106] The Developer 2 The Developer is Billy Ardt, Inc., a De1awar~ 3 Corporation. The principal office and mailing address of the 4 Developer for purposes of this Agreement is 895 W. Ria1to Ave., 5 San Bernardino, CA 92410 or such successor as may purchase all or 6 any part of Site. 7 3. [107] Prohibition Against Change in 8 OWnership, Management and Control 9 of the Developer 10 The qualifications and identity of the Developer 11 are of particular concern to the City and the Agency. It i!S 12 because of those qualifications and identity that the Agency has 13 entered into this Agreement with the Developer. No voluntary or 14 involuntary successor in interest of the Developer shall acquire 15 any rights or powers under this Agreement except as expressly set 16 forth herein. 17 The Developer shall not assign all or any part of 18 this Agreement or any rights hereunder without the prior written 19 approval of the Agency which approval the Agency may not 20 unreasonably withhold. In the event of such transfer or 21 assignment: (1) the assignee shall expressly assume the 22 obligations of the Developer pursuant to this Agreement in writing 23 satisfactory to the Agency; and (2) any guarantees provided to 24 assure the performance of the Developer's obligations under this 25 Agreement shall remain in full force and effect; and (3) the 26 original Developer shall remain fully responsible for the 27 performance and liable for the obligations of the Developer 28 pursuant to this Agreement. " , " , , DAB/.../aa.....gr 3 July 9. 1992 ~ ... " ,. " , " - , ' ~ 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 In the absence of specific written agreement by the Agency, no such transfer, assignment or approval by the Agency shall be deemed to relieve the Developer or any other party from any obligation under this Agreement. All of the terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Developer and the permitted successors and assigns of the Developer. Whenever the term "Developer" is used herein, such term shall inClude any other permitted successors and assigns as herein provided. The restrictions of this Section 107 shall terminate and be of no further force and effect upon the issuance by the Agency of a Certificate of Completion in the form attached hereto as Attachment No. 5 as provided in Section 324 upon completion of the Developer Improvements described in Section 302 of this Agreement and Attachment No.4. II. [200] DISPOSITION OF THB SITE A. [201] Purchase Price Subject to applicable terms and conditions of this Agreement, the Agency agrees to sell to the Developer and the Developer shall purchase from the Agency the Site for an amount equal to Two Hundred Twenty Five Thousand Dollars (the "Purchase Price") due and payable concurrently with close of escrow: B. [202] Disposition of the Site The Developer shall purchase from the Agency the Site and the Agency agrees to sell to the Developer the Site, in accordance with and subject to all of the terms, covenants and conditions of this Agreement. Thereupon, the Developer agrees to and shall develop the Site within the times, for the uses and 4 DA8/.../~..gr Ju1y 9. 1992 ~ ". .... , , , " '''''",," v ,""",>, '''._".," 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 subject to the terlllS, conditionll and provisions as hereinafter provided. In addition to the consideration set forth in Sections 201 and 202, the Developer shall pay all of those dOsts, charges, fees and expenses as hereafter expressly provided to be paid by Developer pursuant to this Agreement and shall, except as herein provided, at its cost, provide all of the improvements required by this Agreement to be provided by the Developer including external beautification improvements in the lUIIOunt of at least Fifty Thousand Dollars (the "Developer Improvements"), above and beyond the cost of such improvements required by the City of San Bernardino Development Code. At the option of Developer, the cost of purchasing and installing a fire sprinkler system to code requirements may be included within the cost of such improvements. C. [203] Conditions Precedent The following are conditions precedent to the conveyance of the Site by the Agency to the Developer: 1. the Developer shall have paid or shall have caused to be paid to escrow all closing costs and charges which Developer is obligated to pay pursuant to this Agreement: 2. the Developer shall have provided proof of insurance (certificates) conforming to Section 307 of this Agreement: 3. the Developer shall have obtained all building and ot:her permits needed to commence construction or rehabilitation of the Developer Improvements: 4. the Agency shall execute and deliver to the Escrow Agent the Grant Deed (Attachment No.6). 5 DAB/.../Gaoea..gr Jul7 9. 1992 .5 --. ~ ~, ,,,/ - 1 The foregoing conditions numbered 1 to 4, inclusive, as 2 set forth in this Section 203, shall collectively constitute th~ 3 "Conditions Precedent." All of the Conditions Precedent shall be 4 satisfied prior to the Disposition Conveyance. 5 D. [204] Escrow 6 This Agre_ent constitutes the joint basic escrow 7 instructions of the Agency and the Developer for the conveyance of 8 the Site by the Agency to the Developer (the "Conveyance"). The 9 Agency and the Developer shall provide such additional escrow 10 instructions as may be necessary, provided that such instructions 11 shall be consistent with this Agre_ent. 12 An escrow holder autually acceptable to the parties 13 (the "Escrow Agent") is hereby empowered to act under this 14 Agre_ent, and the Escrow Agent shall carry out its duties as 15 Escrow Agent hereunder. Escrow Agent shall open a separate escrow 16 to handle the delivery and recordation of documents provided for t 7 under this Agre_ent. 18 Upon execution of this Agre_ent Developer shall 19 deposit with the Escrow Agent the amount of $22,500 as a portion 20 of the purchase price of the Site. Such deposit is nonrefundable 21 unless the failure to complete the Project is due to a cause not 22 the fault of the Developer. 23 Upon delivery of the Grant Deed (AttaChment No.6), the 24 Escrow Agent shall cause to be recorded the Grant Deed (AttaChment 25 No: 6), when title can be vested in the Developer in accordance 26 wi th the terms and provisions of this Agreement. The Developer 27 shall accept conveyance of title and possession of the Site by the 28 time set forth in the SchedUle of Performance (Attachment No.3) DAB/a..I_.agr 6 July 9. 1992 o ..... ,. ... , " -" v /,,'-", ',..",..,' ,- '" 1 subject to the satisfaction of the Conditions Precedent. The 2 Escrow Agent shall cause to be paid any applicable transfer tax 3 with funds provided by the Developer. 4 The Developer and the Agency shall pay 10" escrow to the 5 Escrow Agent the following fees, charges, deposits and costs with 6 respect to the Conveyance promptly after the Escrow Agent has 7 notified the Developer and the Agency of the amount of such fees, 8 charges and costs: 9 a. Good faith depos1 t of lOt < $22,500) of the 10 purchase price. <as noted above) 11 b. The prem1W11 for the title insurance policy to be 12 paid by the Agency as set forth in Section 208 of thJ.s Agreement; 13 c. aecord1ng fees to be paid by Developer; 14 d. Notary fees to be evenly divided between Agency 15 and Developer; 16 e. Any State, County or City docWllentary transfer tax 17 to be paid by Developer; 18 f. Ad valorem taxes, if any, upon the Site for any 19 time prior to transfer of title to be paid by Agency. 20 g. Escrow costs to be evenly divided between Agency 21 and Developer. 22 The Escrow Agent is authorized to: 23 a. Pay, and charge the Agency and the Developer, 24 respectively, for any fees, charges and costs payable under this 25 Section 204 of this Agreement. Before such payments or charges 26 are made, the Escrow Agent shall notify the Agency, and the 27 Developer of the fees, charges and costs necessary to clear title 28 and close the Escrow. ,.,. '.... ,. " DAB/aaa/o..ea.agr 7 July 9. 1992 6 '"" \....- >".... , .... 1 b. Disburse funds and deliver the deed and other 2 documents to the parties entitled thereto when the conditions of 3 this Escrow have been fulfilled by the Agency and the Developer. 4 c. Record any instruments deliverea'throughthis 5 Escrow, if necessary or proper, to vest title in the Developer in 6 accordance with the terms and provisions of this Agreement. 7 All funds received in this Escrow shall be deposited by 8 the Escrow Agent with other escrow funds of the Escrow Agent in a 9 general escrow account or accounts with any state or national bank 10 doing business in the State of California. Such funds may be 11 transferred to any other general escrow account or accounts. All 12 disbursements shall be made by check of the Escrow Agent. All 13 adjustments are to be made on the basis of a thirty (30) day 14 month. All interast earned shall be credited to the benefit of 15 the party depositing the corresponding funds. 16 If the Escrow is not in condition to close on or before t7 the time for conveyance established in Section 205 of this 18 Agre_ent, any party who then shall have fully performed the acts 19 to be performed before the conveyance of title may, in writing, 20 demand from the Escrow Agent the return of its money, papers or 21 documents deposited with the Escrow Agent. No d_and for return 22 shall be recognized until twenty (20) days after the Escrow Agent 23 shall have mailed copies of such demand to the other party or 24 parties at the address of its or their principal place or places 25 of' business. Objections, if any, shall be raised by written 26 notice to the Escrow Agent and to the other party wi thin the 27 twenty (20) day period, in which event the Escrow Agent is 28 authorized to hold all money, papers and documents with respect to ..... ,. " '" , IWI/.../_...gr 8 .July 9. 1992 5 1 the Site until instructed by a mutual jurislUction. If no written 2 reply to an objection is delivered to the Escrow Agent within said 3 twenty (20) day period, to any demand, then the Escrow Agent shall 4 comply with such original demand and cancel the escrow forthwith. 5 If such demand and reply are complied with within such twenty (20) 6 day period, Escrow shall close in accordance with the terms 7 hereinabove set forth. 8 In the event of an objection to any demand to release 9 money, papers or documents, the Escrow Agency shall not be 10 obligated to return any such money, papers or documents except 11 upon the written instructions of the Agency and the Developer or 12 until the party entitled thereto has been determined by a final 13 decision of a court of competent jurisdiction. 14 Any _endment to these Escrow instructions shall be in 15 writing and signed by the Agency and the Developer. At the time 16 of any _endment, the Escrow Agent shall agree to carry out its 17 duties as Escrow Agent under such _endment. 18 All communications from the Escrow Agent to the Agency 19 or the Developer shall be directed to the addresses and in the 20 manner established in Section 501 of this Agreement for notices, 21 demands and communications between the Agency and the Developer. 22 The liability of the Escrow Agent under this Agreement, 23 insofar as it acts in the capacity of escrow holder and without 24 limitation to its responsibility or liability insofar as it may 25 act in another capacity, is limited to performance of the 26 obligations imposed upon it under Sections 203 and 208, both 27 inclusive, of this Agreement. 28 III , ." ,. ... c .'''~' v ~, ........,,""." IIAII/.../_..gr 9 Ju17 9. 1991 5 ('" \..I ....... , '-" ... 1 E. [205] COnveyance of Title and Delivery of 2 Possession 3 Subject to any extensions of time autua11y agreed upon 4 between the Agency and the Developer, the COnveyance shall be 5 completed on or prior to the date specified therefor in the 6 Schedule of Performance (Attachment No.3). Said Schedule of 7 Performance (Attachment No.3) is subject to revision from time to 8 time as mutually agreed upon in writing between the Developer and 9 the Agency. 10 The Developer shall accept title and possession on or 11 before the date established in the Schedule of Performance 12 (Attachment No.3) for the COnveyance provided all conditions to 13 performance by Developer have been .atisfied. 14 F. [206] Form of Deed for the Disposition COnveyance 15 Subject to the requir_ents of Section 201, and all 16 applicable terms and conditionll of this Agreement, the Agency 17 shall convey to the Developer title to the Site in the condition 18 provided in Section 205 of this Agre_ent by grant deed in the 19 form of the Grant Deed (AttaChment No.6). 20 G. [207] COndition of Title 21 The Agency shall convey to the Developer fee simple 22 merchantable title to the Site, excepting therefrom mineral 23 rights, free and clear of all recorded or unrecorded liens, 24 encWllbrances, covenants, assessments, easements, leases and taxes, 25 except for covenants and eas_ents of record at the time of 26 execution of this Agreement which the Developer has approved in 27 writing, the Redevelopment Plan, the provisions contained in the 28 Grant Deed (Attachment No.6) and such other encumbrances to which ... ,. ~ ", " DA8/...ta......gr 10 Ju1:r 9. 1992 !3 - .... ,. ... , " .- '-' .-.....~ '_oJ 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the Developer may consent. The condition of title shall be compatible with and not preclude development of 'the Deve10pe~ Improvements, and the Developer shall review easements prior to -, and as a condition of closing consistent wi'th the foregoing. The parties shall act reasonably in evaluation of any encumbrances and shall act diligently and promptly to conform the condition of title to that required for 'the Developer to proceed with development of 'the Developer Improvements. In no event shall the Developer be required to accept title subject to a deed of trust or mortgage. H. [208] Time for and Place of Delivery of Agency Deed Subject to any mutually agreed upon extension of time, 'the Agency shall deposit 'the Grant Deed (Attachment No.6) with 'the Escrow Agent on or before the date established for the date of the Conveyance pursuant to 'the Schedule of Performance (Attachment No.3) . [209] Recordation of Documents The Escrow Agent shall file among the land records in the Office of 'the County Recorder for San Bernardino County those instruments enumerated in Section 204. J. [210] Title Insurance Concurrently with racordation of the Grant Deed (Attachment No.6), a title insurance company mutually acceptable to the parties (the "Title Company") shall provide and deliver to the Developer a title insurance policy issued by the Title Company insuring 'that 'the title to the Site is vested in the Developer in the condition required by Section 207 of 'this Agreement. The amount of such title insurance policy shall be $225,000: provided 11 I. DA8/.../~...gr July 9. 1992 r..... '-' ...... '-' , 1 that the Agency shall bear that portion of the premium for such 2 policy as would be applicable for a CLTA policy based upon the 3 Purchase Price. The Title Company shall provide the Agency with 4 a copy of such title policy. 5 1(. [211] Taxes and Assessments 6 Ad valorem taxes and assessments, if any, on the Site, 7 levied, assessed or imposed for any period commencing prior to the 8 Conveyance shall be the responsibility of the Agency, and shall be 9 paid through escrow. Any of such taxes imposed after the 10 Conveyance shall be borne by the Developer. 11 L. [212] Condition of the Site 12 The Developer assumes all responsibility for any 13 demolition and clearance of the Si te as necessary for the 14 provision of the Developer Improvements and the Developer assumes 15 all responsibility for the suitability of the Site, for the 16 operation of a light industrial business <as hereinafter defined 17 in Section 401 of this Agreement) . The Agency makes no 18 representations or warranties concerning the Site, its suitability 19 for the use intended by the Developer, the condition of the 20 building or other improvements, or the surface or subsurface 21 conditions of the Site. In the event Developer completes its 22 acquisition of the Site and if the soil or other surface or 23 subsurface conditions of the Site are not in all respects entirely 24 suitable for the use or uses to which the Site will be put as of 25 the conveyance of the Site, then it is the responsibility and 26 obligation of Developer < and such third parties, if any, as may be 27 legally responsible for the removal of hazardous substances) and 28 not the Agency to take such action as may be necessary to place DAIl/...I_..gr 12 July 9. 199Z 5 .... ", .... ", " fr '" v .... 1 the Site in a condition entirely suitable for the commencement, 2 development and completion of the Developer Improvements. 3 The Deve16per shall defend, indemnify and hold harmless 4 the Agency for any claim related to or arising out of hazardous 5 waste contamination occurring after transfer of title to Developer 6 which claim against the Agency is based upon the fact that the 7 Agency held title to the property. 8 M. [213] Preliminary Work 9 Any preU,lIIinary work undertaken on the Si te by 10 Developer prior to conveyance of title thereto shall be done only 11 after obtaining the written consent of the Agency, and at the sole 12 expense of Developer. 13 The Developer shall .ave and protect the Agency and the 14 City against any claims resulting from all preliminary work, 15 accesa or use of the Site undertaken by the Developer pursuant to 16 this Section 213. Any preliminary work by the Developer shall be 17 undertaken only after securing any and all necessary permits from 18 the appropriate governmental agencies. 19 III. [300] DEVELOPMENT OF THE SITE 20 A. [301] Development of the Site by the Developer 21 1. [302] Scope of Development 22 The Site shall be developed as provided in the 23 Scope of Development, which is attached hereto as Attachment No. 24 4 and is incorporated herein. The Developer Improvements shall 25 consist of a warehouse and related improvements. 26 The development shall include any plans and 27 specifications submitted to Agency or the City for approval, and 28 III .... ~ " I' , DA8/.../ao.....gr 13 July 9. 199~ !5 .... ..... ,. " ,. \. 1''''''' '-' '..... ,J 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 shall incorporate or show compliance with all applicable mitigation measures. By the time set forth in the Schedule of Performance (Attachment No.3) for completion oC"the Developer Improvements, the Developer shall have completed renovation and construction of improvements on the Site. 2. [303] Design Concept Drawings By the respective times set forth therefor in the Schedule of Performance (Attachment No.3), the Developer shall prepare and submit to the City for its approval Design Concept Drawings and related documents containing the overall plan for development of the Site. The Site shall be developed as established in this Agreement and such documents except as changes may be mutually agreed upon between the Developer and the Agency. Any such changes shall be within the limitations of the Scope of the Development (Attachment No.4). 3. [304] Construction Drawings and Related Documents By the time set forth therefor in the Schedule of Performance (At~achment No.3), the Developer shall prepare and submit to the City, construction drawings, landscape plan and related documents for rehabilitation and development of the Site for architectural review and written approval. The landscaping and finish grading plans shall be prepared by a professional landscape architect who may be the seme firm as the Developer's architect. During the preparation of all drawings and plans, staff of the Agency and the Developer shall hold regular progress 14 DAB/.../o...e..gr July 9. 1992 -- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 .... , , , \. c ~ ".~,'" meetings to coordinate the preparation of, submission to, and review of drawings, plans and related documents. The staff of Agency and the Developer shall communicate and consult informally as frequently as is necessary to insure that the foma1 submittal of any documents to the Agency can receive prompt and speedy consideration. 4. [305] Cost of Construction Except as herein provided, the cost of developing the Site and remodeling and constructing all improvements thereon shall be borne by the Developer. 5. [306] Construction Schedule The Developer shall promptly begin and thereafter diligently prosecute to completion the remodeling and construction of the Developer Improvements and the development of the Site. The Developer shall begin and complete all construction and development within the times specified in the Schedule of Performance (Attachment No.3). The Developer shall strictly conform to aU time requirements and limitations set forth in this Agreement. 6. [307] BodilY Injury and Property Damage Insurance The Developer shall defend, assume _11 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 Developer'. activities under this Agreement, to the extent the activities of the Developer are 15 DAB/.,,/-'..gr July 9. 1992 :7 ... 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ... , .... , .... ,- V ,....,.. ............ performed negligently, constitute intentional misconduct, or are breaches of the obligations of the Developer under this Agreement, , whether such activities or performance thereof by the Developer or anyone directly or indirectly employed or contracted with by the Developer and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Developer shall take out and maintain until (i) the issuance of a Certificate of Completion for all of the Developer Improvements pursuant to Section 320 of this Agreement (if an "occurrence" policy is obtained) or (ii) the second anniversary of the completion of the Developer Improvements (if a "claims made." policy is obtained), a cOlllprehensive liability policy in the amount of One Million Dollars ($1,000,000) cOlllbined single limit policy, including contractual liability, as shall protect the Developer, City and Agency frOlll claims for such damages. The Developer 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 officers, agents, and employees as additional insureds under the policy. The certificate by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify City and the Agency of any material change, cancellation or termination. COverage provided hereunder by the Developer 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 16 DAB/...I-'..gr JuJ.J 9. 1992 6 .... \. , .. ,. \0. r"'. V 'v.,.--,f 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 . insurance shall contain a waiver of subrogation for the benefit of the City and the Agency. The required certificate shall be furnished by the Developer at the time set forth therefor in the Schedule of Performance (Attachment No.3). upOn request the Developer shall furnish Agency with copies of the subject insurance policy(ies). The Developer shall also furnish or cause to be furnished to the Agency evidence satisfactory to the Agency that it or 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. 7. [308] Ci tv and Other Governmental Agency Permits Before commencement of construction or development of any buildings, structures or other works of improvement upon the Site, the Developer 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. 8. [309] 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, 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 17 1lAII/.../Gun..gr July 9. 1992 /"""'0 ......, -- , " 1 have given prior notice to the Developer. Such representatives of 2 the Agency or of the City shall be those who are so identified in 3 writing by the Executive Director of the Agency. The Agency shall 4 hold the Developer harmless from eny bodily inj~ or related 5 damages arising out of the activities of the Agency end the City 6 as referred to in this Section 309. This Section 309 shall not be 7 deemed to diminish or 11m1 t any rights which the City or the 8 Agency may have by operation of law irrespective of this 9 Agreement. 10 9. [310] Local, State and Federal Laws 11 The Developer shall carry out the construction of 12 the improv...ents in conformity with all applicable laws, including 13 all applicable federal and state labor standards; provided, 14 however, Developer and its contractors, successors, assigns, 15 transferees and lessees are not waiving their rights to contest 16 any such laws, rules or standards. 17 10. [311] Antidiscrimination During Construction 18 or R...odeling 19 The Developer, for itself and its successors and 20 assigns, agrees that in the construction of the improvements 21 provided for in this Agre...ent, the Developer shall not 22 discriminate against any employee or applicant for employment 23 because of race, color, creed, religion, age, sex, marital status, 24 handicap, national origin or ancestry. 25 B. [312] Taxes, Assessments, Encumbrances and Liens 26 The Developer shall pay when due all ad valorem taxes 27 and assessments on the Site and levied subsequent to the 28 acquisition of title heretofore by the Developer. Prior to 1lAII/.../_..lIl' 18 July 9. 1992 .. I " , \. "... v , , , 1 issuance of a Certificate of Completion with respect to all of the 2 Developer Improvements pursuant to this Agreement, the Developer 3 shall not place or allow to be placed on the Site or any part 4 thereof any mortgage, trust deed, encumbrance or lien other than 5 as expressly allowed by this Agreement. The Developer shall 6 remove or have removed any levy or attachment made on any of the 7 Site or any part thereof, or assure the satisfaction thereof 8 wi thin a reasonable time but in any event prior to a sale 9 thereunder. 10 C. [313] Prohibition Aoainst Transfer of the Site, 11 the Buildinos or Structures Thereon and 12 Assionment of Aoreement 13 Prior to the i.suance by the Agancy of a Certificate of 14 Completion as to any building or structure, the Developer shall 15 not, except as permitted by this Agreement, without the prior 16 written approval of the Agency (which may be given by the 17 Executive Director of the Agency on behalf of the Agency), make 18 any total or partial sale, transfer, conveyance, assignment or 19 lease of the whole or any part of the Site or of the buildings or 20 structures on the Site. This prohibition shall not be deemed to 21 prevent a transfer expressly permitted pursuant to Section 108 of 22 this Agreement, or the granting of temporary or permanent 23 easements or permits to facilitate the development of the Site. 24 III 25 IIi 26 III 27 II I 28 III ."" " , , DAIl/.../_..gr 19 July 9. 1992 :5 r.. '-' ......-..... , ..../ .... 1 D. [314] Mortgage, Deee:! of Trust, Sale ane:! Lease-Back 2 Financing; Rights of Hole:!ers 3 1. [315) No Encumbrances Except Mortgages, Deeds 4 of Trust, or Sale ane:! Lease-Back for 5 Development 6 Mortgages, deeds of trust ane:! sales and leases- 7 back are to be permitted before completion of the construction of 8 the improvements, but only for the purpose of securing loans of 9 fune:!s to be usee:! for financing the acquisition of the Site, the 10 construction of improvements on the Site, ane:! any other purposes 11 necessary and appropriate in connection with e:!evelopment under 12 this Agreement, ane:! only if the instruments effecting such 13 mortgages, deeds of trust and sales ane:! leases-back contain the 14 proviSions of Sections 319 and 320 of this Agreement. The 15 Developer shall notify the Agency in advance of any mortgage, deed 16 of trust or sale and lease-back financing, if the Developer 17 proposes to enter into the same before completion of the 18 construction of the improvements on the Site. The words 19 "mortgage" and "trust deee:!" as usee:! hereinafter shall include sale 20 ane:! lease-back. The Developer shall not enter into any such 21 conveyance for financing without the prior written approval of the 22 Agency, whJ.ch approval the Agency agrees to give if any such 23 conveyance for financing is given to a bank, savings ane:! loan 24 association, or other similar lending institution and such lender 25 shan be deemed approved unless rejectee:! in writing by the Agency 26 within fifteen (IS) days after written notice thereof is received 27 III 28 III "'" , " , \0 DAB/.../eo.o...gr 20 .JuJ.y 9. 1992 5 1 by the Agency. The form of approval by the Agency shall be a 2 writing which references this Section 315, executed by the 3 Executive Director of the Agency. 4 The Agency, by its Executive Direct"or, agrees to 5 approve financing by a recognized cOllllllercial lender in an amount 6 reasonably determined to represent the Developer's cost to 7 construct the Developer Improvements so long as the loan documents 8 (i) contain the provisions of Section 318 and 319 of this 9 Agreament and (ii) provide that, in the event of foreclosure by 10 the lender (or acceptance of a deed in lieu of foreclosure) the 11 lender would take the Site free of this Agreement (except for 12 Section 318) but subject to the terms of the Grant Deed 13 (Attachment No.6) which do not terminate upon recordation of the 14 15 16 17 18 19 20 improvements or to guarantee such construction or completion; nor 21 shall any covenant or any other provision in the deed for the Site 22 be construed so to obligate such holder. Nothing in this 23 Agreement shall be deemed to construe, permit or authorize any 24 such holder to devote the Site to any uses or to construct any 25 improvaments thereon, other than those uses or improvements 26 provided for or authorized by the Redevelopment Plan. 27 III 28 III ,..- \,.. ,. "" " ... fe, '-' ~ Certificate of Completion. 2. [316] Holder Not Obligated to Construct Improvements The holder of any mortgage or deed of trust authorized by this Agreement shall not be obligated by the provisions of this Agreement to construct or complete the 1WI/.../a-._ 21 JuJ.:r 9. 1992 s ,- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 .... , " "" " ,....., V "'"-" ",.J 3. [317] Notice of Default to Mortgagee or Deed of Trust HOlders: Right to Cure Wi th respect to any mortgage or deed of trust granted by Developer as provided herein, whenever tile Agency shall deliver any notice or demand to Developer with respect to any breach or default by the Developer in completion of construction of the improvements, the Agency shall at the same time deliver to each holder of record of any mortgage or deed of trust authorized by this Agreement a copy of such notice or demand. Each such holder shall (insofar as the rights of the Agency are concerned) have the right, at it. option, within thirty (30) days after the receipt of the notice, to cure or remedy or commence to cure or remedy any such default and to add the cost thereof to the mortgage debt and the lien of it. mortgage. Any such holder shall be entitled, upon compliance with the requirements of Section 320 of thi. Agreement, to a Certificate of Completion (a. therein defined) . 4. [318] Failure of Holder to Complete Improvements Xn any ca.. wher., thirty (30) day. after default by the Developer in completion of construction of improvements under thi. Agreement, the holder of any mortgage or deed of trust creating a lien or encumbrance upon the Site or any part thereof has not elected to construct the Developer Improvements, or if it has elected to construct the Developer Improvements but has not proceeded diligently with construction, the Agency may purchase the mortgage or deed of trust by payment to the holder of the amount of the unpaid mortgage or deed of trust debt, including 22 DAB/.../ao.....gr Ju1r 9. 1992 5 , 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ".... , .... , " c ~ , \...1 principal and interest and all other sums secured by the mortgage or deed of trust. E. [319] . Right of the Agency to Satisfy Other Liens on the Site After Title Passe. Prior to the completion of construction of the Developer Improvements, and after the Developer has had written notice and has failed after a reasonable time, but in any event not less than fifteen (15) days, to challenge, cure, adequately bond against, or satisfy any liens or encumbrances on the Site which are not otherwise permitted under this Agreement, the Agency shall have the right but no obligation to satisfy any such liens or encumbrances. [320] Certificate of Completion The Executive Director of the Agency, without further approval by the City or the Agency and as . ministerial act hereunder, shall execute, and deliver the Certificate of Completion and Release in the form attached hereto as Attachment No.5 after final inspection of the Developer Improvements. 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 Developer with a Certificate of Completion for portions of the improvements upon the Site as they are properly completed and ready to use if the Developer 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, 23 F. DAB/.../c......gr JuJ.:r 9. 1993 Q "" 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ... , "'" f " c .-... , '-' 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 Grant Deed, which by their terms survive recordation of the Certificate of Completion. 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. If the Agency refuses or fails to furnish a Certificate of COmpletion for the Site, or part thereof, after written request from the Developer, the Agency shall, wi thin thirty (30) days of written request therefor, provide the Developer 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 that the Developer 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 Developer with the Agency in an amount representing a fair value of the work not yet completed. If the Agency shall have failed to provide such written statement wi thin said thirty (30) day period, the Developer 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 Developer to any holder of any mortgage, or any insurer of a mortgage securing money loaned to finance the improvements, or any 24 DA8/.,,/aa.o...~ J'1l1J' 9. 1992 ,'" 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 " ,. " , \, r-. '-' '~<"""; v part thereof. Such Certificate of Completion is not a notice of completion as referre4 to in the California Civil oo4e, Section 3093. IV. [400] USE OF THE SITE A. [401] !!!.!! The Developer covenants an4 agrees that Developer shall 4evelop, remoc1el or operate improvements on the Site in accor4ance wi th the Scope of Development (AttaChment No.4). Developer shall 4evote the Site to the uses specifie4 in the ae4evelopment Plan as may be amen4e4 from time to time for the perioc1s of time specifie4 therein. The Developer further covenants an4 warrants that the Developer shall 4evelop on the Site a light in4ustrial business involving the assembly an4 cSistribution of in400r recreational games an4 equipment. Developer covenants to 4evelop an4 operate the Site (or cause it to be operate4) in conformity with all applicable laws. The foregoing covenants shall run with the lan4 as provi4e4 in the Grant Dee4. The Developer an4 its successors- in-interest shall be liable for compliance with the foregoing only so long as they own or lease the Site or any portion thereof. The Developer covenants by an4 for itself an4 any successors in interest that there shall be no 4iscrimination against or segregation of any person or group of persons on account of race, color, cree4, religion, sex, marital status, age, han4icap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall Developer itself or any person claiming un4er or through it establish or permit any such practice or practices of cSiscrimination or segregation with reference to the selection, DAB/...I_..gr 25 July 9. 1992 :3 ... 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ....~ ,. ~ (11' ... 1""', -... ~, v location, number, U8e or occupancy of tenant8, 1e8see8, subtenant8, sub1essee8 or vendee8 of the Site. The foregoing covenants shall run with the land. Developer 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 8ubstantia11y 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 a8signs, and all per80ns 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, tran8fer, u8e, Occupancy, tenure or enjoyment of the land herein conveyed, nor 8ha1l the grantee himself or herself or any person Claiming under or through him or her, establish or permit any 8uch practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenant8, 1essee8, subtenant8, 8ublessee8 or vendees in the land herein conveyed. The foregoing covenants shall run with the land." III III '. DAB/.../ao.....gr 26 July 9. 1992 s , , 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ..... '" , , .... 2. 3. DAII/a../_, agr r ......., ,/...... V In leases: "The l..s.. herein covenants by and for tU.mself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lel.e 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 pr_ises herein leased nor shall the lessee hilD8elf or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, age, handicap, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the pr_ises, nor shall the transferee hilD8elf 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 27 :5 Ju11' 9. 1993 ... 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 .... " , " " c ,~, -....I selec'tion, loca'tion, number, use or occupancy of 'tenan'ts, lessee., subtenants, sublessees or vendees of the premises." [402] Maintenance of the Site Developer shall maintain the Developer Improvements and all other improvements on the Site and shall keep the Property free from any accumulation of debris or waste materials. Developer further agrees to maintain the Site in a neat and attractive manner until construction or remodeling of the improvement. described in thi. Agreement is complete so as not to, in the reasonable determination of an appropriate officer of the City, be a public nuisance, or be detrimental to the health, safety and welfare, or impair value of property within one thousand (1,000) feet of the Site, and agrees that in the event Developer fails to do so, Agency may enter upon the Site for the pUrposes of performing necessary and desirable maintenance, that Developer will be responsible for the cost of any such maintenance undertaken by Agency, which shall be paid wi thin thirty (30) days after receipt by Developer of written demand therefor. Developer agree. to prepare and record Covenants, Condition. and Restrictions approved by Agency, consistent with this Section 402 including the ongoing maintenance responsibili ties outlined in this Agreement which may not be amended nor revoked without the approval of Agency. Developer shall also maintain the landscaping required to be planted under the Scope of Development (AttaChment No.4) in a healthy condition. If, at any time, Developer fails to maintain said landscaping, and said condition is not corrected after 28 B. DAB/a../ao....agr ~ JuJ.y 9. 1993 c ...-..... ....; ",. "' 1 expiration of thirty (30) days from date of written notice from 2 Agency, Agency may perform the necessary landscape maintenance and 3 Dev.10per agre.s to pay such cost. as are reasonably incurred for 4 such maintenance. Failure to pay the costs incurred pursuant to 5 this Section 402 within thirty (30) days shall permit Agency to 6 place a lien on the property. 7 Issuance of a Certificate of Completion by Agency shall 8 not affect Developer's obligations under this Section. 9 C. [403] Rights of Access 10 Agency, for itself and for the City and other pUblic 11 agencies, at their sole risk and expense, reserves the right to 12 enter the Site or any part thereof at all reasonable times for the 13 purpose of construction, reconstruction, maintenance, repair or 14 service of any publiC improvements or publiC facilities located on 15 the Site. Any such entry shall be made only after reasonable 16 notice to Developer, and Agency shall indemnify and hold Developer 17 harmless from any costs, claims, damages or liabilities pertaining 18 to any entry. This Section 403 shall not be deemed to dilllinish or 19 limit any rights wMch the City or Agency may have by operation of 20 law irrespective of this Agreement. 21 D. [404] Effect of Violation of the Terms and 22 Provisions of this Agreement After Completion 23 of Construction 24 The covenants established in this Agreement and the 25 deeiSs shall, without regard to technical classification and 26 designation, be binding for the benefit and in favor of Agency, 27 its successors and assigns, as to those covenants which are for 28 III , ... , ... DAB/.,,/-'..gr 29 July 9. 1992 ~ "'" .... 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 f' \, , \, c , ....;.,' its benefit. The covenants contained in this Agreement shall remain in effect until the termination date of the Redevelopment Plan. The covenants against racial discrimination shall remain in perpetuity. Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purpose of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. The Agreement and the covenants shall run in favor of Agency, without regard to whether Agency has been, remains or is an owner of any land or interest therein in the Site or in the Project Area. Agency shall have the right, if the Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any otQer beneficiaries of this Agreement and covenants may be entitled. V. [500] GENERAL PROVISIONS A. [501] Notice., Demands and Communications Between the Parties Written notices, demands and communications between Agency and Developer shall be sufficiently given if delivered by hand (and a receipt therefor is obtained or is refused to be givJtn) or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of Agency and Developer. Such written notices, demands and communications may be sent in the same manner to such other 30 DAB/.../eo.o...gr Jul]' 9. 1993 ~ #' 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 "" ,. , t" , c ~-~., -...) addresses as such party may from time to time designate by mail as provided in this Section 501. Any written notice, demand or communication shall be de_ed received immediately if delivered by hand-' and shall be deemed received on the tenth day from the date it is postmarked if delivered by registered or certified mail. B. [502] Conflicts of Interest; Nonliability No member, official or employee of Agency shall have any personal interest, direct or indirect, in this Agreement. No member, official or employee shall participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. No member, official or employee of Agency shall be personally liable to Developer, or any successor in interest, in the event of any defaul t or breach by Agency or Developer, or for any amount which may become due to Developer or its successor or on any obligations under the terms of this Agreement. Developer represent. and warrant. that it has not paid or given, and shall not payor give, any third party any money or other consideration for obtaining this Agreement. C. [503] Enforced Delay; Extension of Times of Performance In addition to specific provisions of this Agreement, per.formance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where delays or defaults are due to: war; insurrection; floods; earthquakes; fires; casualties; acts of 31 DAI/a../eo.o..agr July 9. 1992 :7 f"" "" 1""....... V "" ... 1 God; acts of the public enemy; freight _bargoes; governmental 2 restrictions or priority; litigation; unusually severe weather? 3 acts or omissions of 'another party; acts or failures to act of the 4 City of San Bernarc!1no or any other public or governmental agency 5 or entity (other than the acts or failure. to act of Agency which 6 shall not excuse performance by Agency); or any other causes 7 beyond the control or without the fault of the party claiming an 8 extension of time to perform. Notwithstanding anything to the 9 contrary in this Agre_ent, an extension of time for any such 10 cause shall be for the period of the enforced delay and shall 11 commence to run from the time of the commenc_ent of the cause, if 12 notice by the party claiming such extension is sent to the other 13 party within thirty (30) day. of the commencement of the cause. 14 Time. of performance under this Agre_ent may also be extended in 15 writing by the mutual agreement of Agency and Developer. 16 Except as otherwise provided in this Agreement, t 7 Developer is not entitled pursuant to this Section 503 to an 18 extension of time to perform because of past, present, or future 19 diffiCUlty in obtaining suitable t_porary or permanent financing 20 for the development of the Site. 21 D. [504] Inspection of Books and Records 22 Agency has the right at all reasonable times to inspect 23 the books and records of Developer pertaining to the Site as 24 pertinent to the purposes of this Agreement. Developer has the 25 right at all reasonable time. to inspect the public records of 26 Agency pertaining to the Sit. as pertinent to the purposes of the 27 Agreement. 28 III '" ... ,. " 1llIII/.,,'_..gr 32 July 9, 1992 ~ ,. .... 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ~ "" ~ \. c /'~, "-' [600] DEFAULTS AND REMEDIES A. [601] Defaults - - General Subject to the extensions of time set forth in Section 503, failure or delay by any party to perfOrlll- 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 .uch cure, correction or remedy with diligence. The injured party .hall give written notice of default to the party in default, specifying the default complained of by the injured party. Except a. required to protect again.t further damages, the injured party may not institute proceedings against the party in default until thirty (30) day. after giving such notice. Failure or delay in giving such notic. shall not constitute a waiver of any default, nor shall it change th. time of default. B. [602] Legal Action. 1. [603] In.titution of L.gal Actions In addi tion to any other right. or remedies hereunder, Agency or Developer may in.titute 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, or in an appropriate municipal court in that county. In the .vent of any such action the prevailing party shall be .ntitled to reasonable attorneys f.... 33 VI. DAB/_/-'.agr July 9. 1991 ~ c ...~,...... --.;' '" .... 1 2. [604] Appl~cable Law 2 The laws of the State of Cal~forn~a shall govern 3 the ~nterpretation and enforcement of th~s Agreement. 4 3. [605] Acceptance of Serv~ce of ""Process 5 In the event that any legal act~on ~s cODllDenced by 6 Developer aga~nst Agency, serv~ce of process on Agency shall be 7 made by personal service upon the Execut~ve D~rector or ~n such 8 other manner as may be prov~ded by law. 9 In the event that any legal act~on ~s CODIIDenced by 10 any party aga~nst Developer, serv~ce of process on such party 11 shall be made by personal serv~ce upon Developer or ~n such other 12 manner as may be prov~ded by law, and shall be valid whether made 13 within or without the state of Cal~forn~a. 14 C. [606] R~qhts and Remed~es are CUmulative 15 Except as otherw~se expressly stated in this Agreement, 16 the r~ghts and remedies of the part~es are cumulat~ve, and the 17 exerc~se by any party of one or more of such r~ghts or remed~es 18 shall not preclude the exerc~se by ~t, at the same or different 19 times, of any other r~ghts or remedie. for the same default or any 20 other default by any other party. 21 D. [607] Inaction Not a Waiver of Default 22 Any failures or delays by any party ~n asserting any of 23 ~ts rights and remedies as to any default shall not operate as a 24 wa~ver of any default or of any such r~ghts or remedies, or 25 depr~ve any party of its r~ght to inst~tute and ma~nta~n any 26 act~ons or proceed~ngs wh~ch ~t may deem necessary to protect, 27 assert or enforce any such r~ghts or remed~es. 28 III ,. " , " 1IAII/...1_.agr 34 J\a.17 9. 1992 ~ c ",-." ....,... ,. " 1 E. [608] Remedie. and Righ~. of Termina~ion 2 1. [609] D_ages 3 If ei~her Developer or Agency defaul~s wi~h regard 4 ~o any of the provisions of ~his Agreemen~, ~he -non-defaul~ing 5 party shall serve wri ~~en no~ice of such defaul ~ upon ~he 6 defaul~ing party. If the defaul~ is no~ cured by ~he defaul~ing 7 party wi thin thirty (30) days af~er service of the no~ice of 8 defaul~, ~he defaul~ing party shall be liable ~o ~he o~her for any 9 d_ages caused by .uch defaul~. 10 2. [610] Action for Specific Performance 11 If ei~her Developer or Agency defaul~s under any 12 of the provision. of ~his Agreemen~ prior ~o ~he r.corda~ion of a 13 Certifica~e of Comple~ion for ~he Developer Improvemen~s ~o be 14 made ~hereon, ~he non-defaul ~ing party shall serve wri ~~en no~ice 15 of such defaul~ upon ~he defaul~ing party. If ~he defaul~ is no~ 16 commenced ~o be cured by ~he defaul~ing party within thirty (30) 17 days af~er service of ~he no~ice of defaul~, ~he non-defaul~ing 18 party a~ i~s op~ion may ins~i~u~e an ac~ion for specific 19 performance of ~he ~eX1ll8 of ~hi. Agreemen~. 20 3. [611] Termina~ion by ~he Developer 21 In ~he even~ tha~: 22 (a) ~he Condi ~iol1ll Preceden~ are no~ sa~isfied by 23 ~he ~ime es~ablished therefor in ~he Schedule of Performance 24 (A~~achmen~ No.3), and such failure is no~ caused or con~ribu~ed 25 ~o by ~he Developer: or 26 (b) ~he Agency doe. no~ ~ender conveyance of ~he 27 Si~e or possession thereof, in ~he manner and condi~ion, and by 28 the da~e provided in ~his Agreemen~, and any such failure shall DllB/_I_..~ 35 Ju~y 9. ~992 "" " ,. \,. b -- \..- .'....".... -..) ... 1 not be cured within thirt:y (30) days after the date of written 2 d_and therefor by t:he Developer: t:hen this Agreement may, at the 3 option of t:he Developer, be terminated by written notice thereof 4 to the Agency. Upon such termination, neither t:he -Agency nor the 5 Developer shall have any further rights against or liabilit:y to 6 the other with respect to t:he Site. In t:he event of the failure 7 or default by t:he Agency with respect to any event set fort:h in 8 Section 6ll(a) or 6ll(b) above, said right of termination of thia 9 Agre_ent, all monies or documents deposited by any part:y into 10 escrow shall be ret:urned to the part:y making such deposit. 11 4. (612] Termination by the Agency 12 In the event that prior to the Conveyance: 13 ( a ) The Developer ( or successor in interest) 14 assigns or attempts to assign the Agreement or any rights therein 15 or in the Site in violation of this Agreement: or 16 (b) The Developer does not submit certificates of 17 insurance, construction pl8n8, drawings and related documents as 18 required by this Agre_ent, in the manner and by the dates 19 respectively provided in this Agre_ent therefor, any such default 20 or fallure shall not be cured wit:h1n th1rt:y (30) days after the 21 date of written d_and therefor by the Agency: or 22 (c) Any Cond1 t10ns Precedent are not satisfied by 23 t:he time established therefor in the Schedule of Performance 24 (Attachment No.3): then this Agreement may at t:he option of the 25 Age~cy , be terminated by the Agency by written notice thereof to 26 the Developer. Upon such termination, nei t:her t:he Agency nor the 27 Developer shall have any furt:her rights against or liabilit:y to 28 t:he other. Upon termination of this Agre_ent, all monies or DNI/."/_,.~ 36 J1U1' 9. 1992 .... ,. " , , 5 - \.... ~, .......; "'" 1 40cuments 4eposite4 by any party into escrow shall be returned to 2 the party making such 4eposi t. 3 P. [613] . Remedies of the Agency an4 the Developer 4 for Default After Passage of ~itle and Prior 5 to Completion of Construction 6 1. [614] Damages 7 After the conveyance an4 prior to the recor4ation 8 of a Certificate of Completion with respect to all of the 9 Developer Improvements, if either the Developer or the Agency 10 4efaults with regard to any of the provisions of this Agreement, 11 the non-4efaul ting party shall serve written notice of such 12 default upon the defaulting party with a copy to the remaining 13 party. If the 4efaul t is not cure4 by the 4efaul ting party wi thin 14 thirty (30) 4ays after service of the notice of 4efault, the 15 defaul ting party shall be liable to the other for any damages 16 caused by such default. 17 2. [615] Action for Specific Performance 18 If either the Developer or the Agency defaults 19 under any of the provisions of this Agreement after the conveyance 20 of title and prior to the recor4ation of a Certificate of 21 Completion for the improvements an4 development to be ma4e 22 thereon, the non-4efaulting party shall serve written notice of 23 such 4efaul t upon the defaulting party with a copy to the 24 remaining party. If the default is not commenced to be cured by 25 the. defaUlting party wi thin thirty (30) days after service of the 26 notice of default, the non-defaulting party at its option may 27 insti tute an action for specific performance of the terms of this 28 Agreement. .... ". ... ,. ~ II1\II/--1-.- 37 ,July t. 1992 6 .". " ,. ... ,. " 1II\II/__I_._gr .,,-.... v ,.r", ,","'" 38 .1U.ly t. 1992 :7 ,. .... 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ,. " ,. ll-. o ,,..-.... \~ All time periods state4 in this Section 616, Paragraphs I and 2 above and elsewhere in this Agreement are subject to extension by force majeure as more partiCularly provided in Section 503 above. Such right to reenter, terminate and revest shall be subject to and be limite4 by an4 shall not defeat, render invalid or limit: 1. Any mortgage or deed of trust permitte4 by this Agreement; or 2. Any rights or interests provi4e4 in this Agreement for the protection of the ho14ers of such mortgages or deed of trust. Upon the revesting in the Agency of title to the Site as provi4e4 in this Section 616, the Agency shall, pursuant to its responsibilities under state law, use its best efforts to resell the Site as soon an4 in such manner as the Agency shall fin4 feasible and consistent with the objectives of such law and of the Re4evelopment Plan, as .it may be amen4ed, to a qualifie4 an4 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 an4 in accordance with the uses specified for such Site or part thereof in the Redevelopment Plan. Upon such resale of the Site, the proceeds thereof shall be applied: 1. First, to satisfy the loan of the construction len4er, then to reimburse the Agency, on its own behalf or on behalf of the City, for all costs 39 .1U.lJ' t. 1992 II1\II/_-1_.- ~ ,. .... 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ,. ~ f' -. 1II\II/__I_._gr c '^' '-' an4 expense. incurred by the Agency inclu4ing, but not limited to, any expen4itures by the Agency or the City in connection with the recapture, management an4 resale Of the Site or part thereof (but less any income derived by the Agency from the Site or part thereof in connection with such management); all taxes, assessments an4 water or sewer charges with respect to the Site or part thereof which the Developer has not pai4 (or, in the event the Site is exempt from taxation or assessment or such charges during the period of ownership thereof by the Agency, an amount, if paid, equal to such taxes, assessments, or charges as woul4 have been payable if the Site were not so exempt); any payment. made or necessary to be ma4e to 4ischarge any encumbrances or liens existing on the Site or part thereof at the time of revesting of title thereto in the Agency, or to 4ischarge or prevent from attaching or being ma4e any subsequent encumbrance. or lian. due to obligation., defaults or acts of the Developer, its successors or transferees; any expenditures ma4e or obligations incurre4 with respect to the making or completion of the improvements or any part thereof on the Site, or part thereof; and any amounts otherwise owing the Agency and its successors or transferees; and 40 .1U.lJ' t. 1992 ~ , .... 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ,. ~ , , r--, '-' ,"'"' ~ 2. Second, to reimburse the Developer or its successor or transferee (if applicable), up to the' amount equal to the sum of (a) the cost incurred for the acquisition and -development of the Site and for the improvements existing on the Site at the time of the entry and repossession, less (b) any gains or income wi th4rawn or made by the Developer from the Site or the improvements thereon. Any balance remaining after such reimbursements shall be retaine4 by the Agency as its property. The rights established in this Section 616 are to be interpreted in light of the fact that the Site was conveyed to the Developer for 4evelopment, an4 not for speculation in real property. VII. [700] SPBCIAL PROVISIONS A. [701] Submission of Documents to Agency for Approval Whenever this Agreement requires Developer to submit plans, 4rawings or other 40cuments to Agency for approval, which shall be deemed approve4 if not acte4 on by Agency wi thin the specifie4 time, said plans, 4rawings or other 40cuments shall be accompanied by a letter stating that they are being submitted and will be deemed approve4 unless rejected by Agency within the st.te4 time. If there is not a time specifie4 herein for such Agency action, Developer may submit a letter requiring Agency approval or rejection of documents within thirty (30) days after submission to Agency or such 40cuments shall be deemed approved. DAB/a_/a.-.agr 41 .1U.lJ' t. 1992 ~ o ,....'" '-" , -. 1 B. [702] Successors In Interest 2 The terms, covenants, conditions an4 restrictions of 3 this Agreement shall 'exten4 to and shall be bin41ng upon and inure 4 to the benefit of the heirs, executors, administrators, successors 5 and assigns of Developer. 6 Upon the termination of the restrictions imposed by 7 Section 107 of this Agreement, which terminate upon the issuance 8 by Agency of a Certificate of Completion with respect to all of 9 the Developer Improvements pursuant to this Agreement, all of the 10 terms, covenants, con4itions and restrictions of this Agreement 11 which do not terminate upon the issuance of such Certificate of 12 Completion shall be 4eemed to be, and shall, constitute terms, 13 covenants, conditions and restrictions running with the land. 14 VIII. [800] BNTIRB AGRBBMBNT, WAIVERS 15 This Agreement is executed in three (3) duplicate originals, 16 each of which is deemed to be an original. This Agreement 17 includes pages 1 through 43 and Attachments 1 through 6, which 18 constitute the entire understanding and agreement of the parties. 19 No private entity shall be deemed to be a third party 20 beneficiary with respect to any provisions of this Agreement. 21 This Agreement integrates all of the terms and conditions 22 mentioned herein or incidental hereto, and supersedes all 23 negotiations or previous agreements among the parties or their 24 pre4ecessors in interest with respect to all or any part of the 25 subject matter hereof. 26 All waivers of the provisions of this Agreement must be in 27 writing by the appropriate authorities of Agency and Developer, 28 III , .... ,. ... III\II/a_I_.agr 42 .1U.lJ' t. 1992 5 1""'. '-' ~'" ~ , " 1 and all amendments hereto must be in writing by the appropriate 2 authorities of Agency and Developer. 3 Bach in4ividual signing below represents and warrants that 4 h. has the authority to execute this Agreement on-~ehalf of and 5 bind the party he purports to represent. 6 IX. [900] TIME FOR ACCEPTANCB OF AGRBBMBNT BY AGBNCY 7 This Agreement, when executed by Developer and delivered to 8 Agency, must be authorized, executed and delivered by Agency on or 9 before thirty (30) days efter signing and delivery of this 10 Agreement by Developer or this Agreement shall be void, except to 11 the extent that Developer shall consent in writing to a further 12 extension of time for the authorization, execution and delivery of 13 this Agreement. The date of this Agreement shall be the date when 14 it shall have been signed by the Agency as evidenced by the date 15 first above shown. 16 III 17 III 18 I I I 19 III 20 III 21 III 22 III 23 //1 24 III 25 III 26 III 27 III 28 III " " ,. " DAB/a..I_.agr 43 .Jull' t. 1992 :5 ",. " 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ,. \. , " o --- .. '-" AGREDIEN'l' U: BILLY ARD'r, XNC. IN WITNESS WHEREOF, Agency, and Developer have executed this Agreement on the day and date first above shown. _. "Agency" REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Executive Director APPROVED AS TO PROGRAM: By: Redevelopment Manager APPROVED AS TO FORM AND LEGAL CONTENT: "Developer" BILLY ARDT, INC., doing business as GAMES FOR FUN INTERNATIONAL and BILLIARDS SURPLUS DAB/a_I_.agr 44 ,Jull' t. 1992 :5 1 STATE OF CALIFORNIA 2 COUNTY OF SAN BERNARDINO 3 4 5 6 7 8 9 10 11 12 13 14 , "'" , ~ 15 16 17 18 19 20 21 22 23 24 25 26 27 28 , " r\ V ....-.", \ V ) )ss. ) On this day of , in the year , before me, the undersigned, a Notary Public in and for the State of California, personally appeared Kenneth J. Henderson personally 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 said Agency executed it. Signature of Notary Public (SEAL) DAB/a"I_._ 45 ,JlIll' t. 1992 ~. ... 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 . 24 25 ... ". " ,. i . 261 27 28 " o ....~.....l. . ~ STATB OF CALIFORNIA ) )SS. COUNTY OF SAN BERNARDINO ) On .JULY 14. 1992 ~. before me, the undersigned, a Notary Public in and for said State, personally appeared KIB IZIPIOB _________________________________________________, personally known to me or proved to me on the asis of satisfactory evidence to be the person-------_____ who executed the wi thin instrument as the President .....-4IIl..-----------------------of the corporation that executed the within instrument, an4 acknowledged to me that such corporation executed the same. ... ... . . . . . - - ... ... ... - - . .. AI.8EllT lAY MUftDZ I) :: Comm. . 893257 :II III ..ItAID8IO coum _ IO'I'AU ..,.UC.CALI....... ... CD lit 0IIIIl. b,. DIt. a. a... . J ... ~ _ _ . .... w . w........ ... ... l ,. WITNESS my hand and official seal. ~-~ "T.... ~y 1JkA7...Y' (SEAL) I ! I I I ~ I STAle OF CAlIFORNIA COUNTY OF SAIl HI1UIDIBO } )u. } On .Jm.Y 14. 1992: before me. ..T.... .J.AY ~ perIJCJnIIy 1Il~ IJ.ed L'fD' JtBIIIPac.. DCRBrAI.Y ___________________________. ------------------------------------------- pet'IC)naIIy known to me (or proved III ma on lhe basis at -r-.....f .\;Id.uce) III ba lhe 1*IGn/ll whooe -(a) Is.We lIllbsc:ribecIllllhe Wilhin ~ -1ICIcnowIacIgac1ll ma tIIlII~"-lhe"""In""""""", lIUIhorizlld ClIp8dty(illlll, - tIIlII by ~AIllIir ~ on lhe inIIrument lhe I*IGn(aI or ... lII1liIy upon blIhaII 01 which lhe 1*IGn(a) -, ""_lhe inIIrument. ..... ... . ... ... - - - ... - - - .. AI.8EllT lAY MUftDZ . . Comm. . 893257 :II .. IIIIIUDUIO l1lil1l'i . -.. .......- . ..-............. ':' J...JII_~......_,;:......_...,. WITNESS my hencl _ aIIldaJ 1lIlII, SignaUed/~f2~ ~ (TIliI_Ior___ III\II/a..I_.agr 46 Jull' t. 199Z ) - ~~!--. II" ~ -Y II - .T-i-m- 5'J I II II~ ,f I iG> ~., I ie ! p ~.. @ ~ i i . I ;. ~...- ~ol..t~ ,-T(i) \ -:-t- Ill"" I I I : ,-...~, . I \ ~- = e I I 1 i ~.., i I (J:ii -, : ,... .., I I ~. a'~ o f""""', V ATTACHMENT NO, 1 ~ -1- . I . I H. .. . ...~ Ie! "" @ ie ~ . . . "G) I '... .. 'CD . ~ o ,--- t is @ , l .1 .. ie iel ie it o I) \. '\ ~ ; . II - Jd-- I ~ c: I ," o It. .""-,,,,::,,.,..~.....,...._. ~ytl':"'" 'I......"..,...".,"',..,."..,........;,,,. I.'.. - -.,. li. .; - '-. ... . ~ If/ltffiflllflf/fffl'I/ff/llfiltlttf/!"'; . . 1~1~I.jjjjIUiUlliUUIllI!' 1"'1""'''11''''111/1"1'''''''''''''''' z ~- ;~ "'= fB il I. !- I I 5 ., 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ..... ,. .... , .... (' '--' , ...... ATTACHMENT NO. 2 PARCEL NO.1: ALL THAT PORTION OF BLOCK 8, J.W. WATERS SUBDIVISION OF BLOCKS 7, 8, 9 AND 10, OF THE TOWN OF SAN BERNARDINO, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDSD IN BOOK 6 OF MAPS, PAGE 47, IN THE OFFICB OF THB COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTH LINE OF LOT 12, BLOCK 8, l3l.33 FEET EAST OF THE SOUTHWEST CORNER OF SAID LOT 12 (SAID POINT OF BEGINNING BEING THB SOUTHEAST CORNER OF THE LANDS CONVEYED BY JAMES MC NAIR PAVING COMPANY TO CILIA ROSE, BY DEED OF DATED DECEMBER 1, 1923, AND RECORDED IN BOOK 826, PAGE 175 OF DEEDS), THENCE NORTH ALONG THE EAST LINE OF SAID LANDS CONVEYED TO SAID ROSB, AND SAID LINE EXTENDED, 186.2 FEET, MORE OR LESS, TO THE NORTH LINE OF LOT 11, BLOCK 8; THENCE EAST ALONG THE NORTH LINES OF SAID LOT 11 AND THB UNNUMBERED LOT OR PORTION OF SAID BLOCK 8, 268.67 FEET, MORE OR LESS, TO THE NORTHWEST CORNER OF LOT 13, BLOCK 8, THENCE SOUTH ALONG THB WEST LINE OF SAID LOT 13; AND THE WEST LINE OF LOT 14 OF SAID BLOCK. 139.29 FEET, MORE OR LESS, TO THE NORTHWEST CORNER OF THE SOUTH ONE-HALF OF SAID LOT 14; THENCE NORTH 89 DEGREES 53 MINUTES WEST ALONG THE EXTENSION (WESTERLY) OF THB NORTH LINE OF SAID SOUTH ONE-HALF OF SAID LOT 14, 10.55 FEET; THENCE SOUTH 0 DEGREES 04 MINUTES EAST, 46.43 FEET, MORE OR LESS TO THE WESTERLY EXTENSION OF THE SOUTH LINE OF SAID LOT 14; THENCE WEST ALONG SAID SOUTH LINE OF SAID WESTERLY EXTENSION PORTION OF SAID BLOCK, 258.12 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA, BY DEED RECORDED OCTOBER 3, 1956, IN BOOK 4054, PAGB 142 IN OFFICIAL RECORDS. PARCEL NO.2: ALL THAT PORTION OF BLOCK 8, J.W. WATERS SUBDIVISION OF BLOCKS 7, 8, 9 AND 10, OF THE TOWN OF SAN BERNARDINO, IN THB COUNTY OF SAN BERNARDINO, STATE OP CALIFORNIA, AS PER MAP RECORDED IN BOOK 6 OF MAPS, PAGE 47, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 149.6 FEET NORTH OF THB SOUTHWEST CORNER OF SAID BLOCK 8; THENCE NORTH 36.5 FEBT TO AN ALLEY; THENCE EAST 298.6 FEET TO THE NORTHWEST CORNER OF LOT 19 OF SAID BLOCK; THENCE SOUTH ALONG THB WEST LINE OF SAID LOT 19, 36.5 FEET TO THE NORTHEAST CORNER OF THE LOT MARKED "SCHOOL LOT" ON SAID MAP; THENCB WEST ALONG THB NORTH LINE OF SAID "SCHOOL LOT", 298.6 FEET TO ~B POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA, BY DEED RECORDED OCTOBER 3, 1956, IN BOOK 4054, PAGE 142, IN OFFICIAL RECORDS. Page 1 of 2 DAB/a../a.....agr .Jull' t. 199Z .:7 ,. " 1 2 3 4 5 6 7 8 9 10 11 12 13 14 , " 15 16 17 18 19 20 21 22 23 24 25 26 27 ". \. 28 o ,-,-'" PARCEL NO.3: LOT 2, BLOCK 8, CITY OF SAN BERNARDINO, IN THB COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 OF MAPS, PAGE 1, IN THE-OFFICE OF THB COUNTY RECORDER OF SAID COUNTY. SAID PROPERTY IS SHOWN AS "SCHOOL LOT" ON THE MAP--oF J.W. WATERS SUBDIVISION OF BLOCKS 7, 8, 9 AND 10, OF THE TOWN OF SAN BERNARDINO, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6 OF MAPS, PAGE 47, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA, BY DEED RECORDED OCTOBER 3, 1956, IN BOOK 4054, PAGE 142 OF OFFICIAL RECORDS. Page 2 of 2 III\II/a..I_.agr ,JlIll' t, 1992 5 , " 1 2 3 4 5 6 7 8 9 10 11 12 13 14 4. 2. 3. (II' " 15 16 17 18 19 5. 20 21 22 23 6. 24 25 26 27 28 , " ..-., '-' ,-"J ATTACHMENT NO.3 SCHEDULB OF PERFORMANCE 1. Execution of Agreement by Agency. Agency shall approve an4 execute this Agreement, and shall deliver one (1) copy thereof to Developer. Not later than thirty (30) days after the date of execution ani! submission of three ( 3 ) copies of this Agreement to Agency by Developer. Open Escrow. Developer shall provide a deposit of lOt ($22,500) of the purchase to open escrow. Not later than 60 days after execution of Agreement. Provide Certificates of insurance. Developer shall provide the required Certificates of insurance. Not later than ninety (90) 4ays after the effective date of this Agreement. Obtain Design Review Approval. Agency and Ci ty approve Design Concept Drawings where required. (SUffiCient time should be allowed for possible initial denial by either Agency or City). Obtain Bidding and Selection of Contractor Process Approval. Agency approves process for bid41ng and selection of contractor. Not later than one-hun4red twenty (120) days after the effective date of this Agreement. Not later than one hun4red fifty (ISO) days after the effective date of this Agreement. Submit Completed Construction Plans. Developer will submit complete4 construction or ramodeling and all other plans and 40cuments required by Section 304. Not later than two hundred ten (210) days after the effective date of this Agreement. 1 II1\II/...1-.- ,JlIll' t, 199Z s ",. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 .... , ~ ,. \0. 7. 8. 9. 10. o Obtain Dlan check approval. and obtain building permits, Developer shall obtain necessary plan check approval, and obtain all building permits. Commence Construction and RemOdeling. Commence actual construction and r_odeling. Complete Construction and RemOdeling. Developer shall complete construction or remodeling, move onto Site and obtain a Certificate of Completion. Close Escrow. Pay all fees into and close escrow. Title to be conveyed to Developer. Upon forty five (45) days written notice to Agency, Developer may opt to close at any time following receipt of all planning approvals and all buil41ng permits, from the City of San Bernardino, but not later than the receipt of the Certificate of Completion. DAB/a_I_._ 2 ,.--~'... v Not later than three hun4red thirty (330) days after the effective date of this Agreement. Within three hundred sixty (360) days after close of escrow. Not later than seven hundred twenty (720) 4ays from the effective date of this Agreement. Not later than seven hun4red fifty (750) days after the effective date of this Agreement. ,Jull' t, 1992 c:7 , .... 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ". " ~ " c ,,.I ATTACHMENT NO. 4 SCOPE OF DEVELOPMENT I. GENERAL DESCRIPTION The Site is specifically delineated on -the Site Map (Attachment No. I) and the Legal Description (AttaChment No.2) pursuant to Section 103 of this Agreement. II. DEVELOPMENT The Developer shall develop the Site with a light in4ustry business providing assembly, restoration and 4istribution of .indoor recreational equipment. Developer shall complete construction and remodel of all of the improvements set forth in this Scope of Development (AttaChment No.4) to be constructed in one phase. All of the improvements to be provided by the Developer on the Site constitute the "Basic Developer Improvements." The Basic Developer Improvements and all those off-site improvements, which are required in connection with this development (if any), and which are required to be provided by the Developer (the "Off-Site Improvements") together constitute the "Developer Improvements". The Developer shall commence and complete the Developer Improvements by the respective times established therefor in the Schedule of Performance (AttaChment NO.3). Upon approval by City and Agency, existing improvements may be deemed to meet the requirements of this provision. III. DEVELOPMENT STANDARDS The Developer Improvements shall be developed an4 maintaine4 in accordance with City specifications and requirements of the City Engineer and the fOllowing development stan4ards. A. 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 Agency an4 City approval. B. Screening. All outdoor storage of materials or equipment shall be enclosed or screene4 to the extent and in the manner required by the Agency and the City. C. Landscapinq. The Developer shall provide and maintain landscaping wi thin the public rights-of-way an4 the proposed public rights-of-way and within setback areas along all street frontages and conforming with the Design Concept Drawings as approved by the Agency. Page 1 of 3 DAB/.../Gaaaa.agr .1U.ll' t, 1992 5 , "-. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 , \. , " " ~ ~. -...J 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 lan4scaping plan, shall be subject to approval by the City's Planning Department prior to planting. Upon approval by City and Agency existing lanascaping may be deemed to meet the requirements of this provision. D. Utilities. Sewer, drainage an4 utility lines, conduits or systems shall not be constructed or maintained above the ground level of the Site unless such installations are within approved enclosed structures, and shall conform to requirements of the City of San Bernardino or other applicable governmental or private agency having jurisdiction of the work. If required to be installed, storm drainage for all hard surfaced areas shall be 4rained or may be sheet flowed to storm sewers. No 4rainage shall flow across public sidewalks. All non polluted waste water, such as waste air con41tioning water, shall be 4rained to the storm or sanitary 4rainage systems as permitted by local codes. E. Painting. All exterior walls shall be painted by the Developer with color(s) subject to approval by the City's Planning Department. F. Beautification Imorovements. Developer shall provi4e beautification improvements, subject to the approval of the Agency, to upgra4e the appearance of the property at a cost of at least Fifty Thousand Dollars. These Beautification Improvements may inclu4e landscaping improvements, new paint, signage, fencing, walls and other faca4e treatments; but must be in addition to those improvements required to bring the building up to current Code standards, landscape specifications, and parking and sign requirements pursuant to the Development COde as adopted by City Council on May 19, 1992, as amended. Included within these Beautification Improvements is the actual cost of purchasing and installing a fire sprinkler system to code requirements. IV. PUBLIC IMPROVBMBNTS AND UTILITIES The Developer, at its own cost and expense, shall provide or cause to be provided all public improvements which are specified in the City's con41 tions of approval to Developer's development of the Developer Improvements. Those of the improvements required to be provided pursuant to this part IV of the Scope of Development (AttaChment No.4) constitute the "Off-Site Improvements." III III III Page 2 of 3 DAB/a..I_.agr ,Jull' t, 1992 5 ". , 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 f' \0. , \. F', V ,.J 1 v. DEMOLITION AND SOILS Developer assumes all responsibility for surface and subsurface conditiolUl at the Site, and the suitability of the Site for the Developer Improvements. If the surface and subsurface conditions are not entirely suitable for such development and use, Developer shall at its cost take all actions necessary to render the Site entirely suitable for such development. Developer has undertaken all investigation of the Site it has deemed necessary and has not received or relied upon any representations of Agency, the City, or their respective officers, agents and employees. Developer shall undertake at its cost any and all demOlition required in connection with the development of Developer Improvements. Page 3 of 3 DAl/."/~.agr ,JlIll' t, 1992 s "" .... 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 , .... , ~ -- '-' ,.-,'1. v ATTACHMENT NO. 5 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: ) ) ) ) ) ) ) ) ) [Space above for Recorder.] CERTIFICATE OF COMPLETION FOR CONSTRUCTION AND DEVELOPMENT WHEREAS, pursuant to that certain Disposition and Development Agreement entered into between the Agency and Billy Ardt, Inc., a Delaware Corporation, doing business as Games For Fun International and Billiards International ("DeveloperW) 4ated as of ("DDAW), relating to that certain real property described on Exhibit 1, attached hereto an4 incorporated herein, the Developer is entitled to the issuance of a Certificate of Completion upon the completion of those improvements required by the DDA to be developed by the Developer (the "Developer Improvements"); and WHEREAS, such certificate shall be conclusive determination of satisfactory completion of the construction required by the DDA; and WHEREAS, the Agency has conclusively determine4 that the construction on the above described real property required by the DDA has been satisfactorily completed; //1 III III III III III III III Page 1 of 3 DAB/.../uoa...agr .Jull' t, 1992 :5 .,'- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 .... , ~ , ... ,...... V ,-"" NOW THEREFORE, 1. The Agency does hereby certify that the construction or remodeling of the Developer Improvements has been fully and satisfactorily performed and completed. 2. Nothing contained in this instrument shall mo4ify in any other way other provisions of the DDA. All executory obligations of the Developer pursuant to the DDA shall remain in full force and effect. IN WITNESS WHEREOF, the Agency has execute4 this certificate this day of , 19___. REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Executive Director III III //1 III III III III III III III III III III III III III III Page 2 of 3 DAl/.../a.-.agr .1U.ll' 9, 1992 :) 1 2 3 4 5 6 7 8 9 10 11 (SEAL) 12 13 .... .... , .... 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 , , ,,~ ...." ~ <~' STATB OF CALIFORNIA ) )ss. COUNTY OF SAN BERNARDINO ) On this day of , l!r before me, the undersigned, a Notary Public in and for said State, personally appeared , known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument as the Executive Director of the Re4evelopment Agency of the City of San Bernardino an4 acknowledged to me that the Re4evelopment Agency of the City of San Bernardino executed it. Signature of Notary Public Page 3 of 3 DAB/...I_.agr ,JlIll' 9, 1992 rj ". " 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ,; " , ... c -< '~, EXHIBIT 1 That certain parcel of land in the City of San Bernar41no, County of San Be~ardino, State of California, described as follows: PARCEL NO.1: ALL THAT PORTION OF BLOCK 8, J.W. WATERS SUBDIVISION OF BLOCKS 7, 8, 9 AND 10, OF THE TOWN OF SAN BERNARDINO, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6 OF MAPS, PAGE 47, IN THB OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTH LINE OF LOT 12, BLOCK 8, 131.33 FEET EAST OF THE SOUTHWEST CORNER OF SAID LOT 12 (SAID POINT OF BEGINNING BEING THE SOUTHBAST CORNER OF THE LANDS CONVEYED BY JAMBS Me NAIR PAVING COMPANY TO CILIA ROSB, BY DEED OF DATED DECEMBER 1, 1923, AND RECORDED IN BOOK 826, PAGE 175 OF DEEDS), THENCE NORTH ALONG THB EAST LINE OF SAID LANDS CONVEYED TO SAID ROSE, AND SAID LINE EXTENDED, 186.2 FEET, MORE OR LESS, TO THE NORTH LINE OF LOT 11, BLOCK 8; THENCE EAST ALONG THE NORTH LINES OF SAID LOT 11 AND THE UNNUMBERED LOT OR PORTION OF SAID BLOCK 8, 268.67 FEET, MORE OR LESS, TO THE NORTHWEST CORNER OF LOT 13, BLOCK 8, THENCE SOUTH ALONG THE WEST LINE OF SAID LOT 13; AND THE WEST LINE OF LOT 14 OF SAID BLOCK. 139.29 FEET, MORE OR LESS, TO THE NORTHWEST CORNER OF THE SOUTH ONE-HALF OF SAID LOT 14; THENCE NORTH 89 DEGREES 53 MINUTES WEST ALONG THE EXTENSION (WESTERLY) OF THE NORTH LINE OF SAID SOUTH ONE-HALF OF SAID LOT 14, 10.55 FEET; THENCE SOUTH 0 DEGREES 04 MINUTES BAST, 46.43 FEET, MORB OR LESS TO THE WESTERLY EXTENSION OF THB SOUTH LINE OF SAID LOT 14; THENCE WEST ALONG SAID SOUTH LINE OF SAID WESTERLY EXTENSION PORTION OF SAID BLOCK, 258.12 FEBT, MORE OR LESS, TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA, BY DEED RECORDED OCTOBER 3, 1956, IN BOOK 4054, PAGB 142 IN OFFICIAL RECORDS. PARCEL NO.2: ALL THAT PORTION OF BLOCK 8, J.W. WATERS SUBDIVISION OF BLOCKS 7, 8, 9 AND 10, OF THE TOWN OF SAN BERNARDINO, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6 OF MAPS, PAGE 47, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 149.6 FEBT NORTH OF THE SOUTHWEST CORNER OF SAID BLOCK 8; THENCE NORTH 36.5 FEET TO AN ALLEY; THENCE BAST 298.6 FBET TO THE NORTHWEST CORNER OF LOT 19 OF SAID BLOCK; THENCE SOUTH ALONG THE WEST LINE OF SAID LOT 19, 36.5 FEET TO THE NORTHEAST CORNEa OF THB LOT MAIU<ED "SCHOOL LOT" ON SAID MAP: THENCB WEST ALONG THE NORTH LINE OF SAID "SCHOOL LOT", 298.6 FEET TO THE POINT OF BEGINNING. Page 1 of 2 DAB/.../_.agr ,JlI1l' 9, 1992 ~ , .... ". ... 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ,. .... r'- \../ ,"- 1 EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA, BY DEED RECORDED OCTOBER 3, 1956, IN BOOK 4054, PAGE 2 142, IN OFFICIAL RECORDS. PARCEL NO.3: LOT 2, BLOCK 8, CITY OF SAN BERNARDINO, IN THE -COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 OF MAPS, PAGE 1, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. SAID PROPERTY IS SHOWN AS "SCHOOL LOT" ON THE MAP OF J.W. WATERS SUBDIVISION OF BLOCKS 7, 8, 9 AND 10, OF THE TOWN OF SAN BERNARDINO, IN THE COUNTY OF SAN BERNARDINO, STATB OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6 OF MAPS, PAGB 47, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATB OF CALIFORNIA, BY DEED RECORDED OCTOBER 3, 1956, IN BOOK 4054, PAGE 142 OF OFFICIAL RECORDS. Page 2 of 2 1II\II/_1_.agr .1U.ll' 9, 1992 -5 ". "" 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 , ~ ,. ..... r '-' ~, ATTACHMENT NO. 6 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO AND MAIL TAX STATEMENTS TO: ) ) ) ) ) ) [Space above for recor4er] GRANT DEED For a valuable consideration receipt of which is hereby acknoWledged, The SAN BERNARDINO REDEVELOPMENT AGENCY, a pUblic body, corporate and politic, of the State of California, herein called "Grantor," acting to carry out the Redevelopment Plan, herein called "Redevelopment Plan," for the Uptown Redevelopment Project, herein called "Project", under the Community Redevelopment Law of California, hereby grants to BILLY ARDT, INC., a Delaware Corporation, doing business as Games For Pun International and Billiards Surplus, herein called "Grantee", the real property hereinafter referred to as "Property", described in Exhibit "A" attached hereto and incorporated herein, subject to the existing easements, restrictions and covenants or record describe4 herein. 1. Said Property is conveyed in accor4ance with an4 subject to the Redevelopment Plan which was approved and adopted by Ordinance No. MC-527 of the Common Council of the City of San Bernardino, and that certain Disposition and Development Agreement, between Grantor and Grantee dated (the "DDA"), a copy of which is on file with the Grantor at its offices as a public record and which is incorporated herein by reference. 2. The Grantee hereby covenants and agrees, for itself and its successors and assigns, that during construction and thereafter, the Grantee sha11 not use the Property for other than the uses specified in the Redevelopment Plan and the DDA. No use other than as a light industrial business and associated uses shall be allowed on the Property without the prior written approval of the Agency (which the Agency may grant or deny at its sole discretion). The Grantee covenants to operate uses on the Property in conformity with all applicable fe4eral, state and local laws. 3. The Property is conveyed to grantee at a purChase price, herein called "Purchase Price", determined in accordance with the uses permitted. Therefore, Grantee hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property that the Grantee, such successors and such assigns, shall develop, maintain, and use the Property only as fOllOWS: 1II\II/...I_.agr 1 .1lIll' 9. 1992 ~c , 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 " ,. .... ". " /"', ~ -, (a) Grantee shall develop the Property as required by the DDA, and with parking conforming to the requirements of the San Bernar4ino City Code. (b) Grantee shall maintain the improvements on the Property and shall keep the Property free from any accumulation of debris or waste materials. Grantee shall also-- maintain the required landscaping in a healthy condition. If, at any time, Grantee fails to maintain the said landscaping, and said con4ition is not corrected after expiration of thirty (30) days from the date of written notice from the Grantor, either the Grantor, or the City of San Bernar4ino may perform the necessary maintenance and Grantee shall pay such costs as are reasonably incurred for such maintenance. Bither the Grantor or the City of San Bernardino may place a lien on the property for the costs incurred in providing such maintenance. (c) Grantee shall only sell, transfer or convey the Property as a whole and is not permitted to sub4ivide the Property for the duration of the Redevelopment Plan without the prior approval of the Grantor, or the City of San Bernardino if the Agency is no longer in existence at the date of request for approval. 4. Prior to recordation of a Certificate of Completion issued by the Grantor for the improvements to be constructed on the Property: (a) The Grantee shall not make any sale, transfer, conveyance, or assignment of the Property or any part thereof or any interest therein, without the prior written consent of the Grantor except as permitted by paragraph 5(b) of this Grant Dee4. In the event that the Grantee does sell, transfer, convey, or assign any part of the Property, buildings, or structures thereon prior to the recordation of a Certificate of Completion, the Grantor shall be entitled to increase the Purchase Price pai4 by the Grantee by the amount that the consideration payable for such assignment or transfer is in excess of the Purchase Price pai4 by the Grantee, plus the cost of improvements, inclu4ing carrying charges. The consideration payable for the assignment or transfer, to the extent it is in excess of the amount so authorized, shall belong and be paid to the Grantor and untU so paid the Grantor shall have a lien on the Property and any part involved for such amount. This prohibition shall not be deemed to prevent the granting of easements or permits to facilitate the development of the Property. . (b) The Grantee shall not place or suffer to be placed on the Property any lien or encumbrance other than mortgages, deeds of trust, or any other form of conveyance required for financing of the acquisition of the Property, the construction of improvements on the Property, and any other expenditures necessary and appropriate to develop the Property. The Grantee shall not enter into any such conveyance for financing without prior written DAB/...I_.agr 2 .1U.ll' 9, 1992 :5 " 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ..... , ... , " "-""- "'."..... v approval of Grantor. No approval will be given for a conveyance of the property to finance the construction or improvements on real property other than the real property described in Exhibit A hereto. 5. issued by Property: Prior to recordation of any Certificate__of Completion Grantor for the improvements to be constructed on the ( a) The Grantor shall have the right at its option to reenter and take possession of the Property hereby conveyed with all improvements thereon and to terminate and revest in the Grantor the Property hereby conveyed to the Grantee if the Grantee (or its successors in interest) shall: (i) Fail to commence the construction of the improvements as required by paragraph 3(a) of this Grant Deed for a period of 45 days after written notice thereof from the Grantor, provided that Grantee shall not have obtained an extension or postponement to which Grantee may be entitled; or (ii) Abandon or substantially suspend construction of the improvements for a period of 45 days after written notice thereof from the Grantor, provi4ed that Grantee shall not have obtained an extension or postponement to which Grantee may be entitled; or (iii) Transfer, or suffer an involuntary transfer of the Property or any part thereof in violation of this Grant Deed. (b) The right to reenter, repossess, terminate and revest shall be subject to and be limited by and shall not 4efeat, render invalid, or limit: (i) Any mortgage or deed of trust or other security interest permitted by paragraph 4(b) of this Grant Deed; or (11) Any rights or interests provided for the protection of the holders of such mortgages or deeds of trust or other security interests. (c) The right to reenter, repossess, terminate and revest with respect to the Property shall terminate when the Certificate of Completion regar4ing the improvements to be constructed under paragraph 3 on the Property has been recorded by the Grantor. DAa/.../eo..a.agr 3 .Jull' 9, 1992 t5 ;II' " 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 , ... , " - . . "-" ........... (d) In the event title to the Property or any part thereof is revested in the Grantor as provided in this paragraph 5, the Grantor shall, pursuant to its responsibilities under State law, use its best efforts to resell the Property or any part thereof as soon and in such manner as the Grantor shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan to a qualified party or parties-(as determined by the Grantor) who will assume the obligation of making or completing the improvements or such other improvements in their stead as shall be satisfactory to the Grantor and in accordance with the uses specified for such Property or part thereof in the Redevelopment Plan. Upon such resale of the Property the proceeds thereof shall be applied: (i) First, to reimburse the Grantor, on its own behalf or on behalf of the City of San Bernardino, for all costs and expenses incurred by the Grantor, including but not limited to, salaries to personnel engage4 in such action (but eXCluding Grantor'. general overhead expense), in connection with the recapture, management, and resale of the Property or part thereof in connection with such management); all taxes, assessments, and water and sewer charges with respect to the Property or part thereof (or, in the event the Property is exempt from taxation or assessment or such charges during the peri04 of ownership thereof by the Grantor), an amount, if paid, equal to such taxes, assessments, or charges, as determined by the County assessing official, as would have been payable if the Property were not so exempt; any payments made or necessary to be made to discharge any encumbrances or liens existing on the Property or part thereof at the time of revesting of title thereto in the Grantor or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of the Grantee, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Property or part thereof; and any amounts otherwise owed to the Grantor by the Grantee and its SUCCessor or transferee; and (ii) Second, to reimburse the Grantee, its successor or transferee, up to the amount equal to the sum of (1) the Purchase Price paid to the Grantor by the Grantee for the Property (or allocable to the part thereof); (2) the costs incurred for the development DAB/a_I_.agr 4 ,Jull' 9, 1992 t5 ". ... 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ,. , , ... .""""' "-'" of the Property and for the improvements existing on the Property at the time of reentry and repossession, less (3) any gains or income with4rawn or made by the Grantee 'from the Property or the improvements thereon. (iii) Any balance reimbursements Grantor. remaining after such shall be retained by the (e) To the extent that this right of reverter inVOlves a forfeiture, it must be strictly interpreted against the Grantor, the party for whose benefit it is created. This right is to be interpreted in light of the fact that the Grantor hereby conveys the Property to the Grantee for development and not for speculation in real property. 6. The Grant.e agrees for its.lf and any successor in interest not to discriminate upon the basis of race, color, creed or national origin in the sale, lease, or rental or in the use or occupancy of the Property hereby conveyed or any part thereof. Grantee covenants by and for itself, its successors, and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, national origin or ancestry in the sal., lease, sublease, transfer, use, occupancy, t.nure, or enjoyment of the Property, nor shall the Grantee itself or any person Claiming under or through it, establish or permit any such practice or practices of discrimination or segregation wi th reference to the selection, location, number, use or occupancy of tenants, l.ssees, sub-tenants, sublessees, or vendees in the Property. The foregoing covenants shall run with the land. 7. No viOlation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security int.rest permitted by paragraph 4(b) of this Grant Deed; provided, however, that any subsequ.nt owner of the Property shall be bound by such remaining covenants, conditions, restrictions, limitations an4 provisions, whether such owner's title was acquired by foreClosure, deed in lieu of foreClosure, trustee's sale or otherwise. 8. All covenants contained in this Grant Deed shall be covenants running with the land. The covenants containe4 in paragraphs 4 and 5 and Grantee's obligation to develop the improvements on the Property provided in paragraph 3(a) of this Grant Deed shall be released upon recordation of a Certificate of Completion issued by Grantor for the Property. The obligation to use the Property in conformity with the Redevelopment Plan shall terminate on June IS, 2026 (the expiration date of the Redevelopment Plan). Every covenant contained in this Grant Dee4 against 41scrimination contained in paragraph 6 of this Grant Deed DAa/.../c.aa...gr 5 .Jull' 9, 1992 5 , .... 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 f1' ... , .... ,,,,",,, <,--"" shall remain in perpetuity. 9. All covenants wi thout regard to technical classification or designation shall be bin4ing for the benefit of the Grantor, and such covenants shall run in favor of the Grantor for the entire peri04 during which such covenants shall be in force and effect, without regard to whether the-Grantor is or remains an owner of any land or interest therein to which such covenants relate. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. 10. Both before and after recordation of a Certificate of Completion, both Grantor, its suc.cessors and assigns and the SUCCessors and assigns of Grantee in and to all or any part of the fee title to the Property shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, easements or restrictions contained in this Grant Deed without the consent of any tenant, lessee, easement holder, licenses, mortgagee, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Property. The covenants contained in this Grant Deed, without regard to technical classification shall not benefi t or be enforceable by any owner of any other real property within or outsi4e the Project Area, or any person or entity having any interest in any other such realty. Any amendments to the Redevelopment Plan which change the uses or development permi tte4 on the Property, or otherwise change any of the restrictions or controls that apply to the Property, shall require the written consent of Grantee or the successors and assigns of Grante. in and to all or any part of the fee title to the Property, but any such amendment shall not require the consent of any tenant, lessee, easement hol4er, licensee, mortgagee, trustee, beneficiary un4er a deed of trust or any other person or entity having any interest less than a fee in the Property. 11. Grant Deed and not as Except for paragraph 5, the covenants contained in this shall be construed as covenants running with the land conditions which might result in forfeiture of title. 12. The Grantor makes no representations or warranties concerning the Property, its suitability for the use intended by Grantee, the condition of the buil4ing or other improvements, or the surface or subsurface conditions of the property. The Grantee takes the property "as is." III II/. //1 III III III III III DAB/a../_.agr 6 .Jull' 9, 1992 5 , 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 .... .,.. , . -....- I ! i I I ,..". '-' , IN WITNESS WHBREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized, this day of , 1992. SAN BERNARDINO REDEVELOPMENT AGENCY BY: ATTEST: Secretary The Grantee agrees to be bound by the covenants set forth above. BILLY ARDT, INC., doing business as GAMES FOR PUN INTERNATIONAL an4 BILLIARDS SURPLUS B I i . i , . ........ ~ 1he inItnimanl. II ~~~~u- @ llffIl:ML .. MARY M. McNABB IlllTMY _c .('AI.OIUIA -ALCll'PJClr. loIN .-WIINO Clll.IlIY IT COlI.. lIP. 1A'1t _ (TIW_lor- - oooIl .lull' 9. lH2 "'" .... , , 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 "'" ... .'.."'. J...., '-' 1 STATB OF CALIFORNIA 2 COUNTY OF SAN BERNARDINO ) )ss. ) On this day of , 10"- before me, the undersigned, a Notary Public in and for said State, personally appeared , known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument as the Executive Director of the Redevelopment Agency of the City of San Bernar4ino and acknowledged to me that the Redevelopment Agency of the City of San Bernar4ino executed it. Signature of Notary Public (SEAL) DAB/.../a......gr 8 .Jull' 9, 1992 !5 , 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 " , . , , '," I'" '-' --,~......> .....;,,) EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPBRTY PARCEL NO.1: ALL THAT PORTION OF BLOCK 8, J.W. WATERS SUBDIVISION OF BLOCKS 7, 8, 9 AND 10, OF THE TOWN OF SAN BBRNARDINO, IN THIf-COUNTY OF SAN BERNARDINO, STATB OF CALIFORNIA, AS PBR MAP RECORDED IN BOOK 6 OF MAPS, PAGB 47, IN THE OFFICE OF THB COUNTY RBCORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THB SOUTH LINE OF LOT 12, BLOCK 8, 131.33 FEET EAST OF THB SOUTHWEST CORNER OF SAID LOT 12 (SAID POINT OF BEGINNING BEING THB SOUTHEAST CORNER OF THB LANDS CONVEYED BY JAMBS MC NAIR PAVING COMPANY TO CILIA ROSB, BY DEED OF DATED DECEMBER 1, 1923, AND RBCORDBD IN BOOK 826, PAGB 175 OF DEEDS), THENCE NORTH ALONG THB EAST LINE OF SAID LANDS CONVEYED TO SAID ROSB, AND SAID LINE EXTENDED, 186.2 FEET, MORB OR LESS, TO THE NORTH LINE OF LOT 11, BLOCK 8; THENCE EAST ALONG THB NORTH LINES OF SAID LOT 11 AND THB UNNUMBERED LOT OR PORTION OF SAID BLOCK 8, 268.67 FEET, MORE OR LBSS, TO THE NORTHWEST CORNER OF LOT 13, BLOCK 8, THENCE SOUTH ALONG THE WEST LINE OF SAID LOT 13; AND THE WEST LINE OF LOT 14 OF SAID BLOCK. 139.29 FEET, MORB OR LBSS, TO THE NORTHWEST CORNER OF THB SOUTH ONE-HALF OF SAID LOT 14; THENCE NORTH 89 DEGRBES 53 MINUTBS WEST ALONG THB EXTENSION (WESTERLY) OF THB NORTH LINE OF SAID SOUTH ONE-HALF OF SAID LOT 14, 10.55 FEET; THENCB SOUTH 0 DEGRBES 04 MINUTES EAST, 46.43 FEET, MORB OR LESS TO THE WESTERLY BXTENSION OF THB SOUTH LINE OF SAID LOT 14; THENCB WEST ALONG SAID SOUTH LINE OF SAID WESTERLY EXTENSION PORTION OF SAID BLOCK, 258.12 FBET, MORE OR LBSS, TO THB POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO THB STATE OF CALIFORNIA, BY DEED RBCORDBD OCTOBER 3, 1956, IN BOOK 4054, PAGB 142 IN OFFICIAL RECORDS. PARCEL NO.2: ALL THAT PORTION OF BLOCK 8, J.W. WATERS SUBDIVISION OF BLOCKS 7, 8, 9 AND 10, OF THB TOWN OF SAN BBRNARDINO, IN THB COUNTY OF SAN BERNARDINO, STATB OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6 OF MAPS, PAGB 47, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 149.6 FEBT NORTH OF THE SOUTHWEST CORNER OF SAID BLOCK 8; THENCE NORTH 36.5 FEBT TO AN ALLEY; THENCB EAST 298.6 FEET TO THB NORTHWEST CORNER OF LOT 19 OF SAID BLOCK; THENCE SOUTH ALONG THB WEST LINE OF SAID LOT 19, 36.5 FEBT TO THE NORTHEAST CORNER OF THE LOT MARKED "SCHOOL LOT" ON SAID MAP; T~CE WEST ALONG THE NORTH LINE OF SAID .SCHOOL LOT", 298.6 FEET TO THB POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO THB STATE OF CALIFORNIA, BY DEED RBCORDBD OCTOBER 3, 1956, IN BOOK 4054, PAGE 142, IN OFFICIAL RECORDS. Page 1 of 2 1II\II/...I_..gr .1U.ll' 9, 1992 !5 , " 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ,. '" ,. " c . , PARCEL NO.3: LOT 2, BLOCK 8, CITY OF SAN BBRNARDINO, IN THE COUNTY OF SAN BBRNARDINO, STATB OF, CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 OF MAPS, PAGB 1, IN THB OFFICE OF THB COUNTY RBCORDBR OF SAID COUNTY. SAID PROPERTY IS SHOWN AS "SCHOOL LOT" ON THE MAP OF J.W. WATERS SUBDIVISION OF BLOCKS 7, 8, 9 AND 10, OF THE TOWN OF SAN BERNARDINO, IN THB COUNTY OF SAN BBRNARDINO, STATB OF CALIFORNIA, AS PEa MAP RECORDED IN BOOK 6 OF MAPS, PAGB 47, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATB OF CALIFORNIA, BY DEED RBCORDED OCTOBBR 3, 1956, IN BOOK 4054, PAGB 142 OF OFFICIAL RECORDS. Page 2 of 2 II1\II/...1-.-