HomeMy WebLinkAboutR16-Redevelopment Agency
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DB,",*LOPIIBlfr DBPARrll~lfr
OF rm: CIT!' OF SAB BBRlWmIIro
nomsr FOR CIMUSSIOlf/COOllCIL AcrIOK
From:
KENNETH J. HENDERSON
Executive Director
Subject: CALIFORlUA Il'll'f SRO
PROJEcr
Date:
August 12, 1992
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SvnoDsis of Previous Commission/Council/Committee ActionCs):
On November 11, 1992, the Community Development Commission approved
deal points and financial assistance to this project totalling
$2,005,000.
(Synopsis Continued to lfezt Page..)
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Recommended lIotionCs}:
CCcmmunitv DeveloDment Commission}
OPEN PUBLIC HEARING
CLOSE PUBLIC HEARING
MOTION
That the Community Development Commission approve
Amendment Number One (1) to the attached Disposition and
Joint Deve10pement Agreement (DDA) between the
Redevelopment Agency of the City of San Bernardino and
Main Street Inn, a California Limited Partnership, for
the development of a two hundred, sixty-five (265) unit
Single Room Occupancy (SRO) project at the Northwest
corner of Fifth and "E" Streets.
~~~~OK
becut~v~~
Administrator
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Contact person(s): Ken Henderson
Phone:
5081
Project Area(s): Central Citv
Ward(s):
One ( 1)
Supporting Data Attached: Staff ReDort
FUNDING REQUIREMENTS: Amount: $ 500.000 Source: Twentv Percent 11M Fund
Budget Authority:
Requested; Previous
Authority Granted for
$2,005,000
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Commission/Council Kotes:
KJH:1ag:0968E
COIMISSIOII IIDTIIIG AGEllDA
lIeeting Date: 8/17/1992
Agenda Itl!lllfumber: ~
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REQUEST FOil COIMISSIOB/COUlICIL ACTIOB
California Iun SilO Project
August 13, 1992
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SvnoDsis of Previous CommissionlCounci1/Cnmmittee Actiones) Continued:
On January 6, 1992, the Commission approved a Disposition and Joint
Development Agreement between the Agency and Main Street Inn for the
development of a two hundred sixty-four (264) unit single room
occupancy project.
On July 14, 1992, the Housing Committee considered this project and
recommended approval of the new site at the northwest corner of fifth
and "E" Streets and financial assistance totalling $2,505,000.
KJH:lag:0968E
ClMIISSIOB IIKBTIBG AGDDA
Meeting Date: 8/17/1992
Agenda Itea BuIIIber: ~
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DBVBLOPMBBT DBPARTMBBT
OF THE CITY OF SAW BBRlWlDIIIO
STAPP REPORT
California Iun SRO Pro1ect
BACXGROUBD
On January 6, 1992, the Community Development Commission approved a
Disposition and Joint Development Agreement (DDA) providing for the
development of a two-hundred, sixty-four (264) unit Single Room
Occupancy (SRO) project at the northeast corner of Fifth and "E"
Streets. The Agreement called for, among other things, the acquisition
and demolition by Agency, on behalf of the developer, of the Argonaut
Hotel and the Great Western building. During the acquisition process,
staff conducted asbestos assessment and remediation analyses. The cost
of these activities, in addition to the asking prices for the buildings
in question led staff to terminate all acquisition proceedings. The
decision was subsequently made to transfer the project to Agency-owned
land at the northwest corner of Fifth and "E" Streets.
DISCUSSIOB
The Agency's financial assistance to the project as described in the
above referenced agreement is as follows:
Acquisition (Great Western; Argonaut Hotel)
Demolition (Great Western; Argonaut Hotel)
Payment of Fees
Rent Guarantee
$1,200,000
$ 170,000
$ 425,000
$ 210.000
$2,005,000
The developer has requested all of the above, plus a land contribution
of $500,000, for the new project located at the northwest corner of
Fifth and "E" Streets. In this most recent request, the developer has
provided the following rationale in support of the request for Agency
participation totalling $2,505,000:
The size of the project has increased from 95,522 square feet, to
124,079 square feet, increasing construction costs by $1,684,376.
There is no proposed increase in density or revenues.
The average room size has increased, making the project more
marketable.
KJH:lag:0968B
COIlllISSIOB MKBTIBG AGBBIlA
Meeting Date: 8/17/1992
Ageoda Itl!ll BuIIIber:
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DEVELOPMDT DBPAR-J.1'IIU'lI STAFF REPORT
California Inn SRO Project
August 12, 1992
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Significant interior and exterior common area amenities have been
added.
The increase in the size of the units will make for longer term
tenancies according to the developer, increasing the occupancy
rate and making the project stronger economically.
On July 14, 1992, the Housing Committee considered this matter and
after discussion made the following recommendation to the Community
Development Commission:
That the Housing Committee recommend to the Community Development
Commission Approval of the Agency's contribution of $2,505,000 to
the California Inn SRO Project and that the Agency's share of net
cash-flows be increased from eighteen percent (18%) to twenty-four
percent (24%) once the California Inn Project has reached an
occupancy level of ninety percent (90%) or greater.
After the above referenced Committee meeting, staff, the developer and
the Chairman met to discuss the project and to refine the deal points
recommended by the Housing Committee for incorporation into the DDA.
The following items are deal points agreed to by all parties and are
incorporated into the attached agreement:
Agency to provide $2,505,000 with Agency to receive 18% of net
cash-flows up to an occupancy rate of 89.9% and 24% of the net
cash-flows at an occupancy rate of 90% and higher.__
Agency will fund its proportionate actual costs. If construction
bids are under budget, Agency and Main Street Inn partnership will
share in savings at 63.5% for Agency and 36.5% for developer. If
bids are higher than budgeted, Agency has right to cancel project
or participate in increased development costs with developer at
some agreed upon formula.
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The Main Street Inn partnership's estimated construction costs are
subject to independent analysis by Agency.
Agency and the Main Street Inn partnership will deposit their
funds with an independent third party fund disbursement entity for
subsequent release of the Agency and partnership loan proceeds for
project construction.
KJH:lag:0968E
CotIIISSIOll MBBTIlIG AGBImA
Meeting Date: 8/17/1992
Agenda Itea Number:
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DEVELOPIIDT DBPAR'llII51'f.[ STAFF REPORT
California IIIJl SRO Project
August 12, 1992
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Based upon the foregoing, it is appropriate for the Community
Development Commission to conduct the scheduled public hearing and
adopt the form motion.
KJH:lag:0968E
comnSSIOll MEETING AGENDA
lleeting Date: 8/1111992
Agenda Item Number: k
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RECORDING REQUESTED BY:
Redevelopment Agency of the
city of San Bernardino
WHEN RECORDED MAIL TO:
SABO & GREEN
6320 canoqa Avenue, Suite 400
Woodland Hills, California 91367
SBBO/0001/593/df
8/12/92 4:00
(Space above for Recorder's Use)
AMENDMDlT NO. 1 TO
DISPOSITION AND DBVBLOPMDlT AGRBEMBNT
BY AND BETWEEN
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
AND
MAIN STREET INN,
A California Limited Partnership
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f# TABL. 01' COll'1'BII'l'8
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RECITALS . . . . . . . . . . . . . 1
Section A. Effect of Amendment 2
Section B. Representations . . 2
Section C. Amendment of Section 1.01 of the DDA 2
Section D. Amendment of Article II of the DDA . 3
Section E. Amendment of Section 3.01a of the DDA 14
Section F. Amendment of Section 4.05 of the DDA 15
Section G. Amendment of Section 4.06 of the DDA 15
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Section H. Approval of Amendment . . . . . . . 16
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EXHIBIT A-I -
EXHIBIT B-1 -
EXHIBIT C-1 -
EXHIBIT 0-1 -
EXHIBIT E-1 -
EXHIBIT F-1 -
EXHIBIT G-1 -
EXHIBIT H-1 -
LEGAL DESCRIPTION
SCOPE OF DEVELOPMENT
DEED OF TRUST
GRANT DEED
SCHEDULE OF PERFORMANCE
CERTIFICATE OF COMPLETION
ESTIMATED COSTS
DESCRIPTION OF PROJECT
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SBBO\0001\DOC\593
08\12\92 430 df
THIS AMENDMENT NO. 1 TO THE DISPOSITION AND DEVELOPMENT
AGREEMENT (the "Amendment") By and Between the Redevelopment Agency
of the city of San Bernardino (the "Agency) and Main Street Inn, a
California Limited Partnership (the "Developer"), is made with
respect to the following recitals and terms:
RECITALS
WHEREAS, the parties hereto previously entered into that
certain Disposition and Development Agreement, executed as of
January 15, 1992, and recorded in the Offices of the County
Recorder of San Bernardino County as Document No. 92-043753 (the
"DDA"); and
WHEREAS, the DDA provided for the sale by the Agency and
the purchase by the Developer of certain real property located a~
501 North "E" Street and 533 North "E" Street, City of
San Bernardino (jointly referred to herein as the "0riginal
Property"), for the purposes of constructing and developing on the
Original Property a single room occupancy facility; and
WHEREAS, the DDA was duly approved by the Community
Development Commission acting on behalf of the Agency; and
WHEREAS, the DDA was contingent upon the acquisition of
the Original Property at a predetermined cost and upon certain cost
limitations for demolition and construction; and
WHEREAS, as a result of factors beyond the control of the
parties, the costs associated with the acquisition, demolition and
construction on the Original Property exceeded the permissible
levels as set forth in the DDA and the Original Property was
therefore not acquired; and
WHEREAS, the parties have identified another site,
located at the northwest corner of 5th and "E" streets in the City
of San Bernardino (the "New Property"), which site is presently
owned by the Agency, and which is suitable for use for a single
room occupancy facility; and
WHEREAS, the parties desire to amend the DDA to allow for
the disposition of the New Property by the Agency and the
acquisition thereof by the Developer, and to make certain other
changes as more fully set forth hereinafter.
NOW, THEREFORE, the parties hereto agree as follows:
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TERMS
Section A.
Effect of Amendment.
1. Except as indicated in this Amendment, all terms
shall have the meanings set forth in the DDA.
2. This Amendment amends the provisions of the DDA
which are specifically identified herein. Except as amended
herein, the provisions of the DDA are affirmed by the parties and
shall apply with full force and effect to the New Property. Where
any provision of the DDA makes reference to the original Property,
it shall be deemed to refer to the New Property.
3. The Exhibits to the DDA are hereby deleted and
replaced with the Exhibits attached to this Amendment, each of
which is incorporated herein by reference. Where an Exhibit is
referenced in the DDA, said reference shall be amended to replace
the specified Exhibit with the Exhibit number indicated below:
DDA Exhibit No.
Amendment Exhibit No.
A
B
C
o
E
F
G
H
A-I
B-1
C-1
0-1
E-1
F-1
Deleted
H-1
4. In the event of any inconsistency between the
provisions of the DDA and this Amendment, the relevant lanquage
shall be construed so as to effectuate the intent of the parties as
expressed in the DDA, but revised appropriately so as to apply to
the New Property, and to effectuate the new provisions of this
Amendment.
Section B.
ReDresentations.
The parties hereto reaffirm that the various
representations, warranties and covenants expressed in the DDA are
still valid and enforceable and that there has been no change in
facts or circumstances which is material to the DDA or this
Amendment, except as have been disclosed in writing to the other
party hereto prior to execution of this Amendment.
Section C.
Amendment of Section 1.01 of the DDA.
Section 1. 01 of the DDA is hereby deleted in its entirety
and replaced with the following:
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Section 1. 01. PurDoses of Aareement. The purpose of
the DDA and this Amendment is to effectuate redevelopment
within the boundaries of the City of San Bernardino (the
"City") by providinq for the sale of the New Property to the
Developer and the redevelopment by the Developer of said real
property located within the Central City North Redevelopment
Project Area (the "Project Area"). The subject property is
more specifically described in Exhibit "A-I" to this
Amendment, which is attached to this Amendment and
incorporated herein by reference. The purchase and the
redevelopment of the New Property by the Developer pursuant to
the DDA and this Amendment, and the fulfillment generally of
the DDA and this Amendment, are in the vital and best
interests of the City, the Agency, and the health, safety,
morals, and welfare of the City'S residents, and are in accord
with the public purposes and provisions of applicable federal,
state and local laws and requirements.
Section D.
Amendment of Article II of the DDA.
Article II of the DDA is hereby deleted in its entirety
~ and replaced with the following:
section 2.01. Aaencv OwnershiD of Pronertv.
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The New Property, which is to be disposed of by the
Agency and acquired by the Developer, is presently owned by
the Agency.
Section 2.02. DisDosition of PrODertv to DeveloDer.
The Agency shall convey title to the New Property to the
Developer in the time and manner provided in the DDA and this
Amendment. The value of the New Property for the purposes of
this Amendment is deemed to be $500,000. In consideration of
the Agency Contribution, as defined in Section 2.03 hereof,
the Developer shall provide to the Agency the Agency Interest,
as defined in section 2.04 hereof, which Agency Interest shall
be secured by the Deed of Trust as provided in Section 2.04f
hereof. The Agency Interest shall constitute the full
consideration to the Agency for conveyance of title to the New
Property to the Developer, and for the Agency's other
contributions and covenants as contained herein.
section 2.03. The Aaencv Contribution.
The Developer has calculated that the cost of
construction of the single room occupancy facility, which
facility shall be referred to herein as the "California Inn,"
inclusive of land value, is approximately Ten Million Four
Hundred Forty Two Thousand Dollars ($10,442,000) (the "Total
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Project Cost"), which cost shall be raised, subject to the
provisions of this Amendment, from the following sources:
Agency Land Contribution:
Agency Cash Contribution:
Developer Cash Contribution:
Construction Loan:
$500,000
2,005,000
1,437,000
6.500.000
$10,442,000
TOTAL PROJECT COST:
That portion of the Total Project Cost contributed by the
Agency and the Developer (the "Party Contributions") is
expected to total approximately $3,942,000. It is the intent
of the parties hereto that the Agency shall contribute sixty-
three and one-half percent (63.5') of the Party
Contributions, up to a maximum Agency contribution of
$2,505,000, inclusive of land value (the total of the land
value and the cash contribution by the Agency shall be
referred to herein as the "Agency Contribution"), and that the
Developer shall contribute thirty-six and one-half percent
(36.5t) (the "Developer Contribution"). The cash portion
contributed by the Agency (the "Agency Cash Contribution")
shall therefore not exceed $2,005,000, and the exact amoun~
thereof shall be determined as set forth in Section 2.03
below.
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a. The Agency and the Developer shall deposit their
respective cash contributions with an independent third party
in the business of construction disbursements (the
"Disbursement Agent"), which entity shall be selected by
agreement of the Agency and the Developer.
b.
Agent by
follows:
The actual amounts deposited with the Disbursement
the Agency and the Developer shall be determined as
(i) estimated construction costs for construction of
the California Inn have been determined by the Developer
(the "Estimated Costs"), and are set forth in Exhibit "G-
1" hereto which is incorporated herein by reference.
(ii) The Developer shall obtain from a lender a
binding commitment for a construction loan (the
"Construction Loan Commitment") in an amount sufficient
to cover the sum equal to the Estimated Costs less the
Party Contributions, which amount is presently
anticipated to be in the approximate amount of
$6,500,000. The identity of the lender and the terms of
the commitment and the construction loan are subject to
Agency approval, which shall be reasonably exercised.
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(Hi) The Agency shall have the right to subject the
Developer's determination of the Estimated Costs, and of
the Construction Loan Commitment, to an independent
analysis by Agency staff, or at the Aqency's option, by
an independent third party, which analysis must be
completed not later than sixty (60) days prior to Close
of Escrow. If it is determined by such analysis that the
Estimated Costs are not reasonably reflective of the
probable actual cost of construction, or that the
Construction Loan Commitment is unacceptable as to its
terms or is insufficient in amount, when added to the
maximum Party Contribution as provided for hereinabove,
to pay the Estimated Costs, the Agency shall, at its sole
option, be excused from further obligation under this DDA
or Amendment, including without limitation the obligation
to convey the New Property to the Developer.
(iv) Not later than thirty (30) days prior to Close
of Escrow, the Developer shall have obtained binding bids
for the work necessary to construct the California Inn
(the "Construction Bids"). In the event that the total
of the Construction Bids exceeds the acceptable Estimated
Costs to the extent that the sum of the Construction Loaft
Commitment and the maximum Party Contribution is
insufficient to pay the full amount of the Construction
Bids, the Agency may, at its sole option: (a) be excused
from further obligation under this DDA or Amendment,
including without limitation the obligation to convey the
New Property to the Developer; or (b) may go forward with
the project by agreeing to deposit 63.5' of the
additional amount if the Developer deposits 36.5'
thereof.
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(v) Providing that the Construction Bids do not
exceed the acceptable amounts as provided in (iv) above,
the Developer shall deposit with the Disbursement Agent
36.5' of the Party Contributions (which Party
Contributions are determined by SUbtracting the
Construction Loan Commitment from the Construction Bids)
not later than four (4) days prior to Close of Escrow.
Contingent upon the prior deposit of the Developer
Contribution, the Agency shall, not later than three (3)
days prior to Close of Escrow, deposit with the
Disbursement Agent 63.5' of the Party Contributions
(subject to the dollar limit set forth hereinabove). The
Disbursement Agent shall give notice of receipt of said
deposits to the Escrow Agent.
(vi) As used herein the term "construction" shall
include all work necessary to complete the California Inn
so as to obtain a Certificate of Completion under the DDA
and a Certificate of Occupancy from the city, and shall
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include completion of landscaping, parking, reasonable
indirect items including but not limited to
permit/building fees, furniture, linen/appliances,
architectural/engineering, interest/loan fees, property
taxes/insurance, legal/title/appraisal fees, developer
fees, and all items contemplated by the Scope of
Development.
c. The Disbursement Agent shall disburse construction
funds, on terms and with such procedures as shall be agreed
upon by the parties hereto prior to Close of Escrow, on a pro
rata basis, with 63.5' of the Party Contribution portion of
each disbursement to come from the Agency Cash Contribution
and 36.5' thereof to come from the Developer Contribution.
The Disbursement Agent shall, immediately, after Close of
Escrow, reimburse the Developer for any of the permissible
costs set forth in Section 2.03b(vi) which were incurred by
the Developer prior to Close of Escrow, with the exception of
the developer fees which shall be paid on a monthly basis. I-n
the event that all of the funds held by the Disbursement Agent
are not expended in completing construction of the California
Inn, the remaining funds shall be returned to the parties
hereto in the percentages in which each party contributed
funds.
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d. The Developer has based project projections on a
gross annual rental revenue of $1,341,835 (the II Target
Revenue"), which is calculated on a ninety percent (90')
occupancy factor of the rooms in the California Inn. It is
anticipated that the project may not achieve this revenue
level for some time. Accordingly, in the event that the
Target Revenue is not achieved, the Agency agrees to pay to
the Developer, to the extent that the Agency has not
contributed more than $2,505,000 for the Total Project Costs
or otherwise, during the initial three (3) years of the
operation of the California Inn, within fifteen (15) days of
receiving written notice from the Developer of the amount
thereof, an amount equal to the difference between the Tarqet
Revenue and the actual gross collected rental revenue arising
from all sources in connection with the Property (the "Revenue
Shortfall") for a given annual period. The Agency's aggregate
contribution to the Revenue Shortfall for all periods (Years
1-3) shall be referred to herein as the "Revenue
Contribution," and shall not under any circumstances exceed an
agqregate sum of $210,000. To the extent that the aggregate
Revenue Shortfall for the initial three years of operation
exceeds the Revenue Contribution, the Developer shall be
solely responsible therefor. The Developer shall provide the
Agency with an appropriate financial statement prepared by an
independent certified public accountant. The Agency may,
within ten (10) days of receipt of said financial statement
serve written notice of its non-acceptance thereof, in which
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case the Agency may review all necessary books and records of
the Developer. If the Agency's review disagrees with the
Developer's statement, the Agency may contract with an
independent certified public accountant to review the
financial statements. If the financial statements are found
to be in error by more than 5t, the Developer will be
responsible for the costs of the review, and if the error is
less than 5t, the Agency will be responsible for the costs of
the review.
e. Notwithstanding any lanquage contained herein to the
contrary, the Agency's total contributions to the California
Inn, including, without limitation, the land value, the Agency
Cash Contribution and the Revenue Contribution, shall not
exceed an aggregate of $2,505,000. Any costs of construction
and/or any Revenue Shortfall which exceed the Agency's maximum
obligation as provided in this paragraph shall be the sole
responsibility of the Developer.
Section 2.04. The Aaencv Interest.
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In consideration of the transfer of the New Property to
the Developer, the Agency Cash Contribution, the Revenue
Contribution, and of the other covenants by the Agency
contained in this Agreement, the Developer hereby grants to
the Agency an eighteen percent (18t) interest in the Net Cash
Flows (as defined hereinafter) of the California Inn. In
addition, in the event the average occupancy of the California
Inn for a given annual period is ninety percent (90t) or
higher, the Developer hereby grants to the Agency an
additional six percent (6%) of the Net Cash Flows applicable
to the percentage of occupancy which is ninety percent (90t)
or higher. Calculations of the occupancy factor for the
purposes of this provision shall be made on an annual basis,
based upon the financial statement requirement provided for in
Section 2.04a, or such other data as is reasonably required.
In addition, the Developer hereby grants to the Agency an
interest in the proceeds from any refinance or sale of the
California Inn which interest shall be eighteen percent (In).
The Agency's interest in the Net Cash Flows and in the
proceeds of sale or refinance shall collectively be referred
to as the "Agency Interest". The Agency Interest shall take
effect immediately upon Close of Escrow and shall continue
until the earlier of (i) the sale of the Project in conformity
with the requirements of this Agreement, or (ii) repayment to
the Agency's Low- and Moderate-Income Housing Fund of all sums
advanced therefrom with respect to the California Inn,
toqether with interest on the aggregate thereof at seven
percent (7t) simple interest per annum. The Agency shall be
entitled to receive payments under the Agency Interest whether
pursuant to (i) or (ii) above not in excess of such sums as
advanced from the Agency's Low- and Moderate-Income Housing
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Fund, plus interest. For the purposes of this Agreement the
term "Net Cash Flows" shall mean the sum remaining, if any,
after the reasonable and actual expenses of operation of the
California Inn and of debt service on the first deed of trust
are deducted from the qross receipts due to rentals or other
sources of income associated with the California Inn. In
order to effectuate this Section 2.04, the parties hereto
agree as follows:
a. The Developer shall cause to be prepared by an
independent certified public accountant acceptable to the
Agency reviewed annual financial statements for the California
Inn, copies of which shall be provided by the accountant
directly to the Agency. The cost of such statements shall be
an expense of the California Inn. A failure to prepare such
annual financial statements and provide the same to the Agency
shall be an Event of Default as defined in Section 5.01a
hereof.
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b. Within ten (10) days of receipt by the Agency of th:e
annual financial statements, the Agency shall either approve
or disapprove the same. If the Agency makes no response
within said ten (10) day period, the financial statements
shall be deemed to be approved. If the Agency disapproves the
financial statements it shall indicate in writing its reasons
for doing so. The Developer shall respond to the Agency's
written comments within ten (10) days of their receipt. If
the Developer disagrees with the Agency's positions, the
Agency and the Developer shall each designate a certified
public accountant of their choice (which choice shall not be
the accountant who prepared the subject financial statements).
The two accountants thus selected shall by agreement designate
a third certified public accountant (the three accountants so
selected shall be referred to herein as the "Panel"). The
Panel, by majority vote, shall review the financial statements
in question, resolve any issues raised and determine the
amount of payments owed to the Agency, if any. The
determination by the Panel shall, in the absence of fraud or
neqliqence, be bindinq on the parties hereto. In the event
the financial statements are found to be in error by more than
5' of the final amounts as determined by the Panel, the
Developer will be responsible for the costs of the review, and
if the error is less than 5' of the final amounts as
determined by the Panel, the Agency will be responsible for
the costs of the review.
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c. within fifteen (15) days of approval of the annual
financial statements by the Agency, or a determination by the
Panel if applicable, the Developer shall pay to the Agency
that portion of the revenues to which the Agency is entitled
hereunder, less a credit for any portion thereof previously
paid to the Agency. A failure to pay said revenues in full
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and when due shall constitute an Event of Default, as defined
in Section 5.01 hereof. In addition, the Agency shall receive
its pro rata share of any distribution of profits from the
Project, as and when such distributions are made. It is the
intent of this provision that neither the Developer, any
partner, limited partner, officer, shareholder, agent,
employee, assign or successor-in-interest shall receive
distribution of profit with respect to the Project unless the
Agency contemporaneously receives its pro rata share thereof.
d. Except for the first deed of trust to be approved by
the Agency under the terms hereof, the Developer shall not
enter into any refinance of the New Property or the California
Inn without the prior express written consent of the Agency,
which shall not be unreasonably withheld. The Agency shall
receive eighteen percent (18') of the amount received by the
Developer from any such refinance which results in any
distribution to or receipt by the Developer of any proceeds of
such loan. A failure to pay the Agency its interest undaF
this subsection d shall constitute an Event of Default, as
defined in Section 5.01a hereof.
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e. The Developer covenants not to sell the New Property
or the California Inn without the prior express written
consent of the Agency within the first five (5) years,
commencing on the date the Certificate of Completion is
issued. In the event of any sale of the New Property or the
California Inn, the Agency shall be entitled to receive
eighteen percent (18') of the net proceeds of such sale but
not in excess of the amounts owed attributable to the sums
advanced from the Agency's Low- and Moderate-Income Housing
Fund, plus interest. "Net proceeds" for the purposes of this
subsection e shall mean the gross price paid by the purchaser
less escrow fees, title charges, any real estate commissions
paid in connection with said sale, and the amount of any debt
on the Property which has been approved by the Agency. A
failure to pay sums owed to the Agency on sale of the Property
or the California Inn shall constitute an Event of Default as
defined in Section 5.01a hereof.
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f. To secure the Agency Interest, and the covenants and
obligations of the Developer under this Aqreement, the
Developer shall execute in recordable form a Deed of Trust in
the form attached to the Amendment as Exhibit "C-1", and
incorporated herein by reference. Said Deed of Trust shall be
recorded upon Close of Escrow, and shall constitute a lien on
the New Property subject only to an approved first trust deed
or any other lien approved by the Agency in writing as to
which the Agency expressly agrees to be subordinate.
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section 2.05.
Escrow.
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a. The Agency and the Developer agree to establish an
escrow (the "Escrow") for the sale of the New Property to the
Developer at First American Title Company, 323 Court Street,
San Bernardino, California 92401, (Telephone: (714) 889-0311,
Attention: Lee Ann Adams (the "Escrow Agent").
b. The Agency and the Developer shall provide and
execute such additional escrow instructions consistent with
this Agreement as shall be necessary. The Escrow Agent hereby
is empowered to act under the DDA and this Amendment, and,
upon indicating its acceptance of this Section in writing,
delivered to the Agency and the Developer, within five (5)
calendar days after the establishment of the Escrow, shall
carry out its duties as the Escrow Agent hereunder.
c. The Agency and the Developer shall deliver to the
Escrow Agent all documents necessary for the conveyance of
title to the New Property, to the extent provided in this
Agreement, in conformity with, within the times, and in the
manner provided in this Agreement.
d. The Agency shall pay all escrow and recording fees
and costs related to the transfer of the New Property from the
Agency to the Developer, subject to the limitation on total
cost to the Agency as provided in Section 2.03 hereof.
e. The Agency shall timely and properly execute,
acknowledge and deliver to the Escrow Aqent a grant deed
conveying to the Developer title to the New Property in
accordance with the requirements of this Agreement, and as
provided in Section 2.07 hereof.
f. The Escrow Agent shall cause a Preliminary Title
Report to be prepared and issued by First American Title
Insurance Company (the "Title Company") and shall promptly
provide the Agency and the Developer with copies thereof. The
Aqency and the Developer must approve the Preliminary Title
Report in writing as a condition precedent to Close of Escrow
(as defined below).
q. All communications from the Escrow Agent to the
Agency or the Developer shall be directed to the respective
parties at the addresses set forth in Section 6.01 of this
Agreement for notices, demands and communications between the
Agency and the Developer.
Section 2.06. Convevance of Title and Deliverv of
Possession. The Developer shall take possession of the New
Property concurrently with the conveyance of title. The
Agency shall bear no responsibility for providing possession
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of the New Property to the Developer.
accept title and possession to the New
established therefor in this Section.
The Developer shall
Property on the date
Section 2.07. Form of Deed. The Agency shall convey to
the Developer title to the New Property in the condition
provided in Section 2.08 of this Amendment by_ a grant deed
substantially in the form attached to this Amendment as
Exhibit "0-1" (the "Grant Deed"), and incorporated herein by
reference.
Section 2.08. Condition of Title. The Title to the New
Property conveyed by the Agency to the Developer shall be free
of liens or encumbrances except as approved by the Developer
in writing within ten (10) days of receipt by the Developer of
a preliminary title report. A failure by the Developer to
disapprove any portion of the preliminary title report within
ten (10) days of receipt by the Developer of a copy thereof
shall be deemed to be an acceptance of the preliminary titl~
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Section 2.09. Conditions for Close of Escrow. The
Agency's obligation to convey the New Property to the
Developer and the Close of Escrow shall be expressly
conditioned upon satisfaction or waiver by the Agency of each
of the following:
a. The Developer shall have provided to the Agency
satisfactory evidence of the legal formation and existence of
the Developer and the good standing of the Developer with the
State of California to transact business within the State, to
hold title to the New Property and to develop the Project as
provided in section 3.01a hereof; and
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b.
Agency of
hereof.
The Developer shall have received approval from the
financing commitments as set forth in Section 2.16
c. The Developer shall have received all necessary
permits from the City of San Bernardino, including conditional
use and building permits.
d. The Developer shall have deposited the Developer
Contribution with the Disbursement Agent.
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Section 2.10. Time and Place for Deliverv of Documents
to Escrow. Subject to any mutually agreed upon written
extensions of time or any extensions otherwise authorized by
the DDA or this Amendment, or to any other time requirement
set forth in the DDA or this Amendment, the parties shall
deposit with the Escrow Agent promptly at such time as such
documents have been fully prepared and executed, but in no
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event later than ten (10) calendar days before the date
established for the conveyance of the New Property, any and
all documents which are required in order for escrow to close
in accordance with this Aqreement.
Section 2.11. Recordation of the Grant De_des} and other
Documents. When the parties have deposited into escrow all
documents and funds as required by this Agreement and all
conditions for the Close of Escrow have been satisfied, the
Escrow Agent shall promptly file for recordation among the
land records in the Office of the County Recorder where the
New Property is located: (i) the Grant Deed to the New
Property, (ii) this Amendment, and (iii) the Deed of Trust,
which shall constitute the Close of Escrow. The Close of
Escrow shall occur within the time indicated in the Schedule
of Performance, unless delayed by written agreement between
the parties or by virtue of an excusable delay under the terms
of the DDA or this Amendment. The Escrow Agent shall
thereafter promptly provide a copy of said recorded documents
to both parties. __
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Section 2.12. Title Insurance. Concurrently with
recordation of the Grant Deed to the New Property, the Title
Company shall provide and deliver to the Developer a policy of
title insurance issued by the Title Company insuring that the
title to the New Property is as required pursuant to the terms
of this Amendment. The title insurance policy shall be in the
amount of the land value, determined in Section 2.03 to be
$500,000.
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Section 2.13. Taxes and Assessments. Ad valorem taxes
and assessments, if any, on the New Property and taxes upon
this Agreement or any rights hereunder levied, assessed or
imposed as to any period prior to conveyance of title through
the escrow, shall be borne by the Agency.
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Section 2.14. Zonina of the New ProDertv and
Environmental ADDrovals. The Agency represents and warrants
that the City's general plan and zoning ordinance permit the
contemplated development, construction and operation of the
New Property in accordance with this Agreement, subject to the
Developer obtaining any and all necessary conditional use
permits required pursuant to the zoning ordinance, and further
subject to the Developer obtaining any and all modifications
or variances including, but not limited to, those
modifications or variances necessary for height, parking,
signs and any and all other matters. The Agency requires that
all environmental requirements of the California Environmental
Quality Act ("CEQA") applicable to this Agreement and the
Project, up to and including the adoption of an Environmental
Impact Report ("EIR"), if necessary, shall be complied with,
including the filing of a Notice of Determination concerning
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the adoption and certification of any such environmental
documentation. The Developer shall apply for all necessary
permits applicable to the Project. All applicable
environmental requirements pursuant to CEQA pertinent to the
development of the proj ect (as def ined in Section 3. 01 hereof)
shall have been completed on or before Close of Escrow.
Section 2.15. Condition of the New ProDertv.
a. The New Property shall be conveyed in an lias is"
condition with no warranty or liability, express or implied on
the part of the Agency, as to the condition of the soil, its
geology, the presence of known or unknown faults or defects,
or any other matter whatsoever. The Agency shall provide the
Developer with copies of all existing surveys, demolition
reports, soils and/or seismic surveys or reports which are in
the possession of the Agency.
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b. It shall be the responsibility solely of the
Developer, at the Developer's expense, to investigate and
determine the soil and seismic conditions of the New Property
and its suitability for the development to be constructed
thereon. It shall be the responsibility solely of the
Developer, at the Developer's expense, to perform all work
necessary to prepare the New Property for development. The
Developer shall not disapprove any soils report or soils
condition which would permit the construction with normal
foundation conditions of the contemplated improvements.
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Section 2.16. Submission of Evidence of Financina
Commitments.
a. As a condition to the Close of Escrow, the Developer
shall submit to the Agency evidence reasonably satisfactory to
the Agency that the Developer either has obtained or can
obtain, as evidenced by a binding letter of intent or similar
instrument: (i) a Construction Loan in the amount as provided
in Section 2.03, and (ii) a firm and binding commitment for
permanent financing in an amount sufficient to pay all sums
due and owing on the Construction Loan. In lieu of the
foregoing, the Developer may submit evidence to the Agency
that it has sufficient funds of its own for the purposes set
forth in this Section.
b. Any and all financing for the development of the New
Property shall be obtained from reputable, recognized and
well-established financial institutions or lending sources
including, but not limited to, banks, savings and loan
institutions, insurance companies, real estate investment
trusts, pension programs and the like. Whenever the source of
financing for all or any part of the development is from other
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than the Developer, the Developer shall promptly submit the
following to the Agency:
1. Copies of all financing commitments received by the
Developer; and
2. Proof of acceptance of each such loan commitment by
the Developer and proof of payment of all up-front
loan commitment fees, if any.
c. Evidence of appropriate construction and permanent
financing must be submitted to the Agency not later than
thirty (30) days prior to Close of Escrow. The Executive
Director of the Agency shall approve or disapprove such
documents and/or financing commitments or sources within
fifteen (15) calendar days of receipt by the Agency of the
documents and information required hereunder; provided,
however, that the failure of the Executive Director to
disapprove any of the foregoing matters in writing within said
fifteen (15) calendar day period shall be deemed to constitu~e
approval thereof. Any disapproval by the Executive Director
of the Agency in writing of any of the foregoing matters in
this Section shall automatically extend the dates for
performance of actions set forth in the Schedule of
Performance, as hereinafter defined, for that certain
reasonable period of time necessary for the Developer to
obtain the approval of the Executive Director of the Agency
under this Section, not to exceed one hundred eighty (180)
calendar days.
Section E.
Amendment of Section 3.01a of the DDA.
Section 3. 01a is hereby deleted in its entirety and
replaced with the following:
a. SCODe of DeveloDment. It is the intent of the
parties that the New Property be developed as a single room
occupancy facility which will meet or exceed the City's SRO
ordinance requirements, in a manner consistent with the
project description contained in the Description of Project
attached hereto as Exhibit "H-1" and incorporated by
reference, as well as Agency approved preliminary elevations,
site plans, basement parking plan and floor plans. The
construction of the California Inn on the New Property shall
be referred to herein as the "Project." The California Inn
shall be constructed in accordance with and within the
limitations established in the Scope of Development set forth
in Exhibit "B-1" and the general project description set forth
in Exhibit "H-1."
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Section F.
Amendment of Section 4.05 of the DDA.
1. The first paragraph of Section 4.05 of the DDA is
hereby deleted in its entirety and replaced with the following:
Section 4.05. Affordabilitv Covenants. The Developer
covenants and agrees for itself, its successors, its assigns,
and every successor in interest to the Property or any part
thereof, that for a period of the earlier of (i) fifteen (15)
years commencing on the date of the Certificate of Completion,
or (ii) until all of the sums advanced by the Agency from its
Low- and Moderate-Income Housing Fund with respect to the
Project or this Agreement, including without limitation, the
land value, the Agency Cash Contribution and the Revenue
Contribution, and interest on the aggregate thereof at seven
percent (7t) simple interest per annum, have been repaid in
full to the Agency's Low- and Moderate-Income Housing Fund,
not less than fifteen percent (1St) of the total number of
rental units in the California Inn (rounding partial numbe~
upward to the next whole number) will be devoted to arid
available for rental to persons with an income not in excess
of fifty percent (Sot) of the area median income, adjusted for
family size, and revised annually. Additionally, not less
than fifteen percent (1St) of the total number of rental units
in the California Inn (rounding partial numbers upward to the
next whole number) will be devoted to and available for rental
to persons with an income not in excess of sixty percent (60t)
of the area median income, adjusted for family size, and
revised annually. All of the units available under the terms
of this section shall be referred to herein as the "Reserved
Units."
2. The paragraph of Section 4.05 of the DDA which
immediately follows subparagraph "in is hereby deleted in its
entirety and replaced with the following:
All of the foregoing covenants shall run with the land
until the earlier of (i) fifteen (15) years commencinq on the
date of the Certificate of Completion, or (ii) until all of
the sums advanced by the Agency from its Low- and Moderate-
Income Housing Fund with respect to the Project or this
Aqreement, including without limitation, the land value, the
Agency Cash Contribution and the Revenue Contribution, and
interest on the aggregate thereof at seven percent (7\) simple
interest per annum, have been repaid in full to the Agency's
Low- and Moderate-Income Housing Fund.
section G.
Amendment of Section 4.06 of the DDA.
The first paragraph of Section 4.06 of the DDA is hereby
deleted in its entirety and replaced with the following:
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section 4.06. Effect and Duration of Covenants. The
covenants established against discrimination shall remain in
effect in perpetuity. The covenants respecting uses of the
New Property shall remain in effect for a period of fifteen
(15) years from the date of issuance of the Certificate of
Completion, shall run with the land and shall constitute
equitable servitudes thereon, and shall, without regard to
technical classification and designation, be binding for the
benefit and in favor of the Agency, its successors and
assigns, the City.
Section H.
Annroval of Amendment.
1. This Amendment must be approved by the Community
Development Commission, acting on behalf of the Agency. The date
of this Amendment shall be the date when this Amendment shall have
been approved by the Agency.
2. The parties hereto agree that this Amendment shal~
be recorded against the New Property by recordation in the Office
of the County Recorder of San Bernardino County.
Executed on AUGUST 13
SAIl 1I1{....lm11lO , California.
199..!...,
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REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO
By:
Chairperson
By:
Secretary
APPROVED AS TO FORM:
SABO & GREEN,
A profes~o~al Corporation
By: (!J)\tv1)~
Special Agency Counsel
MAIN STREET INN,
a California Limited Partnership
By: LARCON DEVELOPMENT, INC.
General Partner
By:
;1,~~, ~
B. Gilbert Lara, Jr.
President
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STATE OF CALIFORNIA
)
) ss
)
COUNTY OF SAN BERNARDINO
On , 1992, before me, the undersigned, a
Notary Public in and for said State, personally appeared
and personally known to
me (or proved to me on the basis of satisfactory evidence) to be
the Chairman and Secretary, respectively, of the Redevelopment
Agency of the city of San Bernardino that executed the within
instrument on behalf of said Agency and acknowledged to me that
said instrument was authorized to be executed pursuant to a duly
adopted resolution of said Agency.
WITNESS my hand and official seal.
Signature:
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STATE OF CALIFOJUIIIA
COUNTY OF SAN BERNARDINO
)
)ss.
)
On Auaust 13, 1992, before lie, the undersianed, a Notary
Public in and for said State, personally appeared Charles Green
personally known to lie (or proved to lie on the basis of satisfactory
evidence) to be the person who executed the within instl'Ulllent on behalf
of Sabo & Green, a Professional Corporation and acknowledged to lie that
he executed said instl'Ulllent.
WITNESS my hand and official seal.
Sianature: ~"7 ~
. _ ~ A _ _ ..
AlBERT JAY MUNOZ Gl
Comm, * 893257 OJ
IAN IEIl"AIlDIJ'O COUM" VI
IIOTAlU 'UILlC-CALlFOIll"IA ....
Cclmlll.~Jl._0ct.1.1'14
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STATE OF CALIFORNIA )
tI' ) ss
" COUNTY OF San Bernardino )
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On AUl1;ust 13 , 1992, before me, the undersigned, a
Notary Public in and for said State, personally appeared B. Gilbert
Lara, Jr. personally known to me (or proved to me on the basis of
satisfactory evidence) to be the President of the General Partner
that executed the within instrument on behalf of Main Street Inn,
a California Limited Partnership.
WITNESS my hand and official seal.
~ . . A A. A _ A _ . ~ A A Aj
.:.. ALBERT JAY MUNOZ G>
.. Comm. *- 893257 :Ill
CI: IAN IE:IlNUDI"O COUNTY fA
at NOTAIf PUlt.tc.c.\UfOR'UA ...
., eo.lIl. I." Oct. 1, 11M I
J.....___...:____
Signature: ~O~ ~
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EXHIBIT "A-I"
LEGAL DESCRIPTION OF PROJECT SITE
Parcel #3 of parcel map No. 4643 in the City of San Bernardino,
County of San Bernardino, State of California, as per plat recorded
in Book 50 of parcel maps, page 21, records of said County.
Assessors Parcel No. #13406212
Exhibit "A-1" - Page 1
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EXHIBIT "B-1"
SCOPE OF DEVELOPMENT
The property shall be developed as a four-story single room
occupancy facility (the "California Inn") with two hundred sixty-
five (265) individual rooms and a basement parking garage with
forty-nine (49) parking spaces, in accordance with the concepts
contained in Exhibit "H-1" to this Amendment No.1 to the Aqreement
and shall meet or exceed the City's SRO ordinance requirements.
The Property shall be developed in accordance with this Amendment
No. 1 to the Agreement, but subject to the requirements of the
zoning ordinance of the City and any variances or modifications
therefrom as approved by the City.
The Developer shall cause the design and construction of the
Property in accordance with the Schedule of Performance (Exhibit
"E-1") and this Amendment No. 1 to the Aqreement as follows:
The development shall be constructed of quality materials, to
city Code, and shall be unified in architectural theme and
treatment throughout the Property insofar as reasonable and
practicable.
All improvements to be constructed by the Developer shall be
constructed or installed in accordance with the technical
specifications, standards and practices of the City and in
accordance with plans and specifications approved by the city.
The Developer shall cause the proper documents to be filed and
fees paid, subject to the Agency obligations, to all governmental
or requlatory agencies, including utilities, for applications for
all required permits and approvals.
The Developer shall at its cost and expense, subject to
Section 2.03 of the Amendment No. 1 to the Agreement, be
responsible for the design and construction of off-site
improvements, if any, in accordance with any and all standards and
requirement of the city, utilities, or other governmental
authorities.
The Project shall include on-site parking in accordance with
applicable City requlations or approved variations thereof. The
Developer shall design all structures, landscaping and parking
areas to achieve a high degree of attractiveness and compatibility
with the Property and area in which the Property is located.
Exhibit "B-1" - Page 1
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The Developer, prior to close of Escrow and at its cost and
expense subject to the Agency's contribution as provided in section
2.03 of the Amendment No. 1 to the Agreement, shall undertake and
complete any and all soils, utility and drainage studies, plans and
reports pertinent to the development of the Property and shall
provide a copy of said studies and reports to the Agency.
Exhibit "B-1" - Page 2
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EXHIBIT "C-1"
DEED OF TRUST WITH ASSIGNMENT OF RENTS
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
)
)
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)
)
(Space Above for Recorder's Use)
DEED OF TRUST WITH ASSIGNMENT OF RENTS
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Deed of trust made on , 1992, by MAIN
STREET INN, a California Limited Partnership, hereinafter called
"Trustor," whose address is 330 North "0" Street, Suite 110,
San Bernardino, California 92401 to FIRST AMERICAN TITLE INSURANCE
COMPANY, a California corporation, hereinafter referred to as
"Trustee", whose business address is 323 West Court st., San
Bernardino, California 92401, in favor of the REDEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO, hereinafter referred to as
"Beneficiary", whose business address is 201 North "E" Street,
Third Floor, San Bernardino, California 92401.
Trustor irrevocably grants, transfers, and assigns to
Trustee in trust, with power of sale, all that property, including
all easements and rights of way used in connection therewith or as
a means of access thereto, in the City of San Bernardino, County of
San Bernardino, State of California, described as follows:
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That certain property located in the City of
San Bernardino, County of San Bernardino, State of California, more
particularly described in the attached Exhibit "A" which is
incorporated herein by reference (the "Property"), toqether with
the rents, issues and profits thereof, subject however to the right
reserved by Trustor in Paragraph B-16 hereof to collect and apply
such rents, issues and profits, prior to any default hereunder.
This Deed of Trust is given pursuant to the terms of that certain
Amendment No.1 to the Disposition and Development Aqreement By and
Between the Redevelopment Agency of the City of San Bernardino and
Main Street Inn, a California Limited Partnership, dated
, 1992 and the Disposition and Development Agreement
recorded in the records of the County Recorder of San Bernardino
County as Document No. 92-043753 (both of which documents shall be
jointly referred to hereinafter as the "Agreement"), the terms of
which are incorporated herein by reference. This Deed of Trust is
for the purpose of securing: (i) the Agency Interest, as defined in
Section 2.04 of the Agreement, (ii) the covenants and restrictions
contained in Article IV of the Agreement and in the Grant Deed by
which Beneficiary conveyed the Property to Trustor (the "Grant
Deed"), and (iii) all other promises, covenants and obligations of
Exhibit "C-1" - Page 1
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the Trustor to the Beneficiary or Beneficiary's successor-in-
interest contained in the Agreement, the Grant Deed, this Deed of
Trust or any other instrument or writing executed by Trustor in
connection with the Agreement.
ie.,
A. To protect the security of this Deed of Trust, Trustor agrees:
1. To maintain the property in good condition and
repair; not to remove or demolish any building or improvement
thereon after the issuance of the Certificate of Completion as
provided in Section 3.06 of the Agreement; to complete promptly in
workmanlike manner any improvement hereafter constructed thereon
and to restore promptly in workmanlike manner any improvement
thereon that is damaged or destroyed, and to pay when due all costs
incurred therefor or in connection therewith; to comply with all
laws, ordinances, regulations, covenants, conditions and
restrictions affecting the property; not to commit or permit any
waste thereof or any act upon the property in violation of law or
of covenants, conditions or restrictions affecting the property.~
2. To appear in and defend any action or proceeding
purporting to affect the security hereof or the rights or powers of
Beneficiary or Trustee; and also, if at any time Beneficiary or
Trustee is a party to or appears in any such action or proceeding,
or in any action or proceeding to enforce any obligation hereby
secured, to pay all cost and expenses paid or incurred by them or
either of them in connection therewith, including, but not limited
to, cost of evidence of title and attorneys' fees in a reasonable
sum.
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3. To pay (a) before delinquency, all taxes and
assessments affecting the property, all assessment upon water
company stock, and all rents, assessments and charges for water
appurtenant to or used in connection with the property; (b) when
due, all encumbrances, charges and liens, with interest, on the
property or any part thereof, which appear to be prior or superior
hereto; and (c) all costs, fees and expenses of this trust.
4. If Trustor fails to make any payment or to do any
act as herein provided, then Beneficiary or Trustee (but without
obligation so to do, and with or without notice to or demand upon
Trustor, and without releasing Trustor from any obligation hereof)
may (a) make or do the same in such manner and to such extent as
either deems necessary to protect the security hereof, Beneficiary
or Trustee being authorized to enter upon the property for such
purpose; (b) appear in or commence any action or proceeding
purporting to affect the security hereof or the rights or powers of
Beneficiary or Trustee; (c) pay, purchase, contest, or compromise
any encumbrance, charge or lien that, in the judgment of either,
appears to be superior hereto; and in exercising any such power,
Beneficiary or Trustee may incur necessary expenses, including
reasonable attorneys' fees.
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Exhibit "C-1" - Page 2
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5. To pay immediately and without demand all sums
~' expended hereunder by Beneficiary or Trustee, with interest from
(, date of expenditure at seven percent (7') per annum.
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B. It is mutually agreed that:
1. Any award of damages made in connection with the
condemnation for public use of or injury to the property or any
part thereof is hereby assigned and shall be paid to Beneficiary,
who may apply or release such moneys received therefor upon any
indebtedness secured hereby in such order as Beneficiary
determines, or at the option of Beneficiary the entire amount so
received or any part thereof may be released to Trustor. Such
application or release shall not cure or waive any default or
notice of default hereunder or invalidate any act done pursuant to
such notice.
2. The acceptance by Beneficiary of any payment less
than the amount then due shall be deemed an acceptance on account
only and shall not constitute a waiver of the obligation of Trustor
to pay the entire sum then due or of Beneficiary's right either to
require prompt payment~f all sums then due or to declare defaultr
The acceptance of payment of any sum secured hereby after its due
date will not waive the right of Beneficiary either to require
prompt payment when due of all other sums so secured or to declare
default for failure so to pay. No waiver of any default shall be
a waiver of any preceding or succeeding default of any kind.
- 3. At any time or from time to time, without liability
therefor and with or without notice, upon written request of
Beneficiary and presentation of this deed and the secured note for
endorsement, and without affecting the personal liability of any
person for payment of the indebtedness secured hereby or the effect
of this deed upon the remainder of the property, Trustee may
reconvey any part of the property, consent to the making of any map
or plat thereof, join in granting any easement or join in any
extension agreement or any agreement SUbordinating the lien or
charqe thereof.
4. Upon written request of Beneficiary stating that all
sums secured hereby have been paid and all of the Agency's Interest
as defined in Section 2.04 of the Agreement has been provided to
the Agency, together with surrender of this deed to Trustee for
cancellation and retention, and payment of its fees, Trustee shall
reconvey, without warranty the property then held hereunder. The
recitals in such reconveyance shall be conclusive proof of the
truthfulness thereof. The grantee may. be designated in such
reconveyance as "the person or persons legally entitled thereto."
5. Trustor may give such notice to Beneficiary at any
time before there is a Trustee's sale of the property. At any time
Exhibit "C-1" - Page 3
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Trustor is in default in payments to be made to Beneficiary
hereunder, any amounts paid to and received by Beneficiary for
execution of releases pursuant to the terms of this paragraph after
notice of default and election to sell has been recorded shall not,
unless the requirements of Section 2924c of the Civil Code are
fully met by or on behalf of Trustor, waive the right of
Beneficiary to continue its plans to have the property sold, nor
shall they have any effect on the exercise by Beneficiary of the
acceleration privilege contained herein, except to entitle the
person effecting such payment to the release of the property for
which the release amount was paid, and insofar as Beneficiary is
concerned, to constitute a credit against the secured debt.
Beneficiary acknowledges that the ability of Trustor to
procure releases promptly is of the utmost importance. Therefore,
Beneficiary will at all times maintain at its principal place of
business a person who is authorized to execute such releases on
behalf of Beneficiary, and such releases will be executed and
delivered, when sought in compliance with the provisions contained
herein, not later than ten (10) days after written demand for such
release has been made on Beneficiary.
6. If Trustor or any subsequent owner of the property
covered hereby shall occupy the property, or any part thereof,
after any default in payment of any amount secured by this deed of
trust, Trustor or such owner shall pay to Beneficiary in advance on
the first day of each month a reasonable rental for the premises so
occupied. On failure to pay such reasonable rental, Trustor or
such owner may be removed from the premises by summary
dispossession proceedings or by any other appropriate action of
proceeding.
7. If default is made in payment of any indebtedness or
in performance of any agreement hereby secured, then Beneficiary,
with or without notice to Trustor, may declare all sums secured
hereby immediately due and payable by instituting suit for the
recovery thereof or for the foreclosure of this deed, or by
delivering to Trustee a written declaration of default and demand
for sale, as well as a written notice of default and of election to
cause the property to be sold, which notice Trustee shall cause to
be filed for record. If such declaration is delivered to Trustee,
Beneficiary shall also deposit with Trustee this deed and all
documents evidencing expenditures secured hereby.
8. Should Trustor, without the consent in writing of
Beneficiary, voluntarily sell, transfer or convey his interest in
the property or any part thereof, or if by operation of law, it be
sold, transferred or conveyed, then Beneficiary may, at its option,
declare all sums secured hereby immediately due and payable.
Consent to one such transaction shall not be deemed to be a waiver
of the right to require such consent to future or successive
transactions.
Exhibit "C-1" - Page 4
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9. After the time then required by law has elapsed
after recordation of such notice of default, and notice of sale
having been given as then required by law, Trustee, with or without
demand on Trustor, shall sell the property at the time and place
fixed in the notice of sale, either as a whole or in separate
parcels and in such order as Trustee determines, at public auction,
to the highest bidder, for cash in lawful money of the United
states, payable at the time of sale. Trustee may postpone from
time to time sale of all or any portion of the property by public
announcement at the time and place of sale originally fixed or at
the last preceding postponed time. Trustee shall deliver to the
purchaser its deed conveying the property sold, but without any
covenant or warranty, express or implied. The recitals in such
deed of any matters or facts shall be conclusive proof of the
truthfulness thereof. Trustor, Trustee, Beneficiary or any other
person may purchase at the sale.
10. After deducting all costs, fees and expenses of
Trustee and of this trust, including cost of evidence of title and
reasonable attorneys' fees in connection with sale, Trustee shall
apply the proceeds of sale to payment of (a) all sums expended
under the terms hereof and not theretofore repaid, so as to make
Beneficiary whole as provided in the Agreement, with accrued
interest at seven percent (7%) per annum, and (b) all other sums
then secured hereby in such order as Beneficiary, in the exercise
of its sole discretion, directs. The remainder, if any, shall be
paid to the person or persons legally entitled thereto.
11. Before Trustee's sale, Beneficiary may rescind such
notices of default and of election to cause the property to be sold
by delivering to Trustee a written notice of rescission, which
notice, when recorded, shall cancel any prior declaration of
default, demand for sale and acceleration of maturity. The
exercise of such a right of rescission shall not constitute a
waiver of any default then existing or subsequently occurring, or
impair the right of Beneficiary to deliver to Trustee other
declarations of default and demands for sale or notices of default
and of election to cause the property to be sold, or otherwise
affect any provision of the secured note or of this deed or any of
the rights, obligations or remedies of Beneficiary or Trustee
hereunder.
12. Beneficiary may, from time to time as provided by
statute, or by a writing signed and acknowledged by him and
recorded in the office of the county recorder of the county in
which the land or such party thereof as is then affected by this
deed of trust is situated, appoint another trustee in stead and of
Trustee herein named; and thereupon, the Trustee herein named shall
be discharged, and the trustee so appointed shall be substituted as
Trustee hereunder with the same effect as if originally named
Trustee herein.
Exhibit "C-1" - Page 5
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13. If two or more persons are designated as Trustee
herein, any or all powers qranted herein to Trustee may be
exercised by any of such persons if the other person or persons is
unable, for any reason, to act. Any recital of such inability in
any instrument executed by any of such persons shall be conclusive
against Trustor, his heirs and assigns.
14. All leases nor or hereafter affecting the property
are hereby assigned and transferred to Beneficiary by Trustor.
Trustor hereby covenants that none of such leases will be modified
or terminated without the written consent of Beneficiary.
15. When requested to do so, Trustor shall give such
further written assignments of rents, royalties, issues and
profits; of all security for the performance of leases; and of all
money payable under any option to purchase, and shall give executed
originals of all leases, now or hereafter on or affecting the
property.
16. Trustor reserves the right, prior to any default in
payment of any indebtedness or performance of any obligation
secured hereby, to collect all such rents, royalties, issues and
profits, as but not before they become due. Upon any such default,
Trustor's right to collect such moneys shall cease, not only as to
amounts accruing thereafter, but also as to amounts then accrued
and unpaid. In the event of default, Beneficiary, with or without
notice and without regard to the adequacy of security for the
indebtedness hereby secured, either in person or by agent, or by a
receiver to be appointed by the court, (a) may enter upon and take
possession of the property at any time and manage and control it in
Beneficiary's discretion, and (b) with or without taking
possession, may sue for or otherwise collect the rents, issues and
profits thereof, whether past due or coming due thereafter, and
apply the same, less costs and expenses of operation and
collection, including reasonable attorneys' fees, upon any
obligation secured hereby and in such order as Beneficiary
determines. None of the aforesaid acts shall cure or waive any
default hereunder or invalidate any act done pursuant to such
notice. Beneficiary shall not be required to act diligently in the
care or management of the property or in collecting any rents,
royalties or other profits that it is hereby authorized to collect,
and shall be accountable only for sums actually received.
17. Without affecting the liability of Trustor or of any
other party now or hereafter bound by the terms hereof, from time
to time and with or without notice, may release any person now or
hereafter liable for performance of such obligation, and may extend
the time for payment or performance, accept additional security,
and alter, substitute or release any security.
18. In any action brought to foreclose this deed or to
enforce any right of Beneficiary or of Trustee hereunder, Trustor
Exhibit "C-1" - Page 6
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shall pay to Beneficiary and to Trustee attorneys' fees in a
reasonable sum, to be fixed by the court.
19. No r_edy hereby given to Beneficiary or Trustee is
exclusive of any other remedy hereunder or under any present or
future law.
20.
defense to any
waived, to the
The pleading of any statute of limitations as a
and all obligations secured by this deed is hereby
full extent permissible by law.
21. In the event of default in the payment of any
indebtedness secured hereby, and if such indebtedness is secured at
any time by any other instrument, Beneficiary shall not be
obligated to resort to any security in any particular order; and
the exercise by Beneficiary of any right or remedy with respect to
any security shall not be a waiver of or limitation on the right of
Beneficiary to exercise, at any time or from time to time
thereafter, any right or remedy with respect to this deed.
22. Trustor shall, upon request made by Beneficiary,
furnish the Beneficiary with annual statements covering the
operations of the property.
23. Beneficiary may collect a "late charge" not to
exceed an amount equal to four percent (4') per calendar month, or
fraction thereof, on the amount past due and remaining unpaid on
any installment that is not paid within ten (10) days from the due
date thereof, to cover the extra expense involved in handling
delinquent payments.
24. This deed applies to, inures to the benefit of and
binds all parties hereto, their heirs, legatees, devisees,
administrators, executors, successors, successors in interest, and
assigns. The term "Beneficiary" means the owner and holder,
including pledgees, of the note secured hereby, whether or not
named as Beneficiary herein. In this deed, whenever the context so
requires, the masculine gender includes the feminine and neuter,
and the sinqular number includes the plural, and all Obligations of
each Trustor hereunder are joint and several.
25. Trustee accepts this trust when this deed, duly
executed and acknowledged, is made a public record as provided by
law. Trustee is not obligated to notify any party hereto of
pending sale under any other deed of trust or of any action or
proceeding in which Trustor, Beneficiary or Trustee is a party
unless brought by Trustee.
Trustor requests that a copy of notice of default and of
any notice of sale hereunder shall be mailed to him at the address
set out opposite his name, immediately below.
( Exhibit "C-1" - Page 7
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MAILING ADDRESSES FOR NOTICES:
330 North "0" Street
Suite 110
San Bernardino, California 92401
Executed at San Bernardino, California, on the date first
above written.
MAIN STREET INN,
a California Limited Partnership,
By: Larcon Development Inc.
General Partner
By:
B. Gilbert Lara, Jr.
President
Exhibit "C-1" - Page 8
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STATE OF CALIFORNIA
)
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COUNTY OF
On , 1992, before me, the undersigned, a
Notary Public in and for said State, personally appeared B. Gilbert
Lara, Jr. personally known to me (or proved to me on the basis of
satisfactory evidence) to be the President of Larcon Development
Inc., the General Partner that executed the within instrument on
behalf of Main Street Inn, a California Limited Partnership.
WITNESS my hand and official seal.
Signature:
Exhibit "C-1" - Page 9
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EXHIBIT "0-1"
GRANT DEED
Recording Requested By:
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
After Recordation, Mail to:
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
201 North "E" Street, Third Floor
San Bernardino, California 92401
Mail Tax Statements to:
MAIN STREET INN, a California Limited Partnership
330 North "0" Street, Suite 110
San Bernardino, California 92401
GRANT DEED
For valuable consideration, the receipt of which is
hereby acknowledged,
THE REDEVELOPMENT AGENCY OF THE CITY OF San Bernardino,
a public body, corporate and politic, of the State of California
(the "Grantor"), pursuant to and in accordance with the Community
Redevelopment Law of the State of California, hereby grants to MAIN
STREET INN, a California Limited Partnership, (the "Grantee"), the
real property (the "Property") legally described in the document
attached hereto, marked Exhibit "A", and incorporated herein by
this reference.
1. The Property is conveyed subject to Amendment No. 1
to the Disposition and Development Agreement entered into between
the Grantor and the Grantee, dated , 1992, and to the
Disposition and Development Aqreement recorded in the records of
the County Recorder of San Bernardino County as Document No. 92-
043753 (both of which aqreements shall be jointly referred to
herein as the "Agreement"). The provisions of the Agreement are
incorporated herein by this reference and shall be deemed to be a
part hereof as if set forth at length herein.
2. The Grantee covenants and agrees for itself, its
successors, its assigns, and every successor in interest to the
Property, or any part thereof, that during construction of the
development of the Property hereunder and for the period specified
Exhibit "0-1" - Page 1
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in Section 4.06 of the Agreement thereafter the Grantee, such
,tt' successors and such assigns shall devote the Property (or any part
\, thereof) to the use as a single room occupancy facility.
It is understood and agreed by the Grantee that neither
the Grantee, nor its assigns or successors in interest to the
Property or this Agreement, shall use or otherwise sell, transfer,
convey, assign, lease, leaseback or hypothecate the Property or any
portion thereof to any entity or party, or for any use of the
Property, that is partially or wholly exempt from the payment of
real property taxes pertinent to the Property, or any portion
thereof, or which would cause the exemption of the payment of all
or any portion of such real property taxes.
3. The Grantee covenants and agrees for itself, its
successors, its assigns, and every successor in interest to the
Property, or any part thereof, that the Grantee, such successors
and such assigns shall maintain in good condition the improvements
on the Property, shall keep the Property free from any accumulatioR
of debris or waste material, subject to normal construction job-
site conditions, and shall maintain in a neat, orderly, healthy and
good condition the landscaping required to be planted in accordance
with the Scope of Development. In the event the Grantee, or its
successors or assigns, fails to perform the maintenance as required
herein, the Agency and/or the City shall have the right, but not
the obligation, to enter the Property and undertake, such
maintenance activities. In such event, the Grantee shall reimburse
the Agency and/or city for all reasonable sums incurred by it for
such maintenance activities.
"
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4. The Grantee covenants and agrees for itself, its
successors, its assigns and every successor in interest to the
Property or any part thereof, that there shall be no discrimination
against or segregation of any person, or group of persons, on
account of sex, marital status, race, color, religion, creed,
national origin or ancestry in the sale, lease, sublease, transfer,
use, occupancy, tenure or enjoyment of the Property; nor shall the
Grantee, itself or any person claiming under or through it,
establish or permit any such practice or practices of
discrimination or seqregation with reference to the selection,
location, number, use or occupancy of tenants, lessees, subtenants,
sublessee or vendees of the Property.
5. The Grantee covenants and agrees for itself, its
successors, its assigns, and every successor in interest to the
Property, or any part thereof, that the Grantee, such successors
and such assigns shall refrain from restricting the sale, lease,
sublease, rental, transfer, use, occupancy, tenure or enjoyment of
the Property (or any part thereof) on the basis of sex, marital
status, race, color, religion, creed, ancestry or national origin
of any person. All deeds, leases or contracts pertaining thereto
,
,
Exhibit "0-1" - Page 2
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shall contain or be subject to substantially the following
nondiscrimination or nonseqregation clauses:
a. In deeds: "The grantee herein 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, religion, sex, marital status, national origin, or
ancestry in the sale, lease, sublease, transfer, use, occupancy,
tenure, or enjoyment of the premises herein conveyed, nor shall the
qrantee or any person claiming under or through it, establish or
permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, use
or occupancy of tenants, lessees, subtenants, sublessee, or vendees
in the premises herein conveyed. The foregoing covenants shall run
with the land."
b. In leases: "The Lessee herein covenants by and for
itself, its successors and assigns, and all persons claiming under
or through them, and this lease is made and accepted upon and
subject to the following conditions: That there shall be no
discrimination against or segregation of any person or group of
persons, on account of race, color, creed, religion, sex, marital
status, national origin, or ancestry, in the leasing, subleasing,
transferring, use, occupancy, tenure, or enjoyment of the premises
herein leased nor shall the lessee itself, or any person claiming
under or through it, establish or permit any such practice or
practices of discrimination or segregation with reference to the
selection, location, number, use, or occupancy, of tenants lessees,
sublessee, subtenants, or vendees in the premises herein leased."
c. 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, national
origin, or ancestry, in the sale, lease, sublease, transfer, use,
occupancy, tenure, or enjoyment of the premises herein conveyed or
leased, nor shall the transferee or any person claiming under or
through it, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection,
location, number, use, or occupancy, of tenants, lessees,
sublessees, subtenants, or vendees of the premises herein
transferred." The foregoing provision shall be binding upon and
shall obligate the contracting party or parties and any
subcontracting party or parties, or other transferees under the
instrument.
6. The Grantee covenants and agrees for itself, its
successors, its assigns, and every successor in interest to the
Property or any part thereof, that for a period of the earlier of
(i) fifteen (15) years commencing on the date of the Certificate of
Completion as provided in Section 3.06 of the Aqreement, or
(11) until all of the sums advanced by the Agency from its Low- and
Exhibit "0-1" - Page 3
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Moderate-Income Housing Fund with respect to the Project or this
Agreement, including without limitation, the land value, the Agency
Cash Contribution and the Revenue Contribution, all as defined in
the Agreement, and interest on the agqregate thereof at seven
percent (7t) simple interest per annum, have been repaid in full to
the Agency's Low- and Moderate-Income Housing Fund, not less than
fifteen percent (1St) of the total number of rental units in the
Inn (rounding partial numbers upward to the next whole number) will
be devoted to and available for rental to persons with an income
not in excess of fifty percent (Sot) of the area median income,
adjusted for family size, and revised annually, and not less than
fifteen percent (15') of the total number of rental units in the
Inn (including partial numbers upward to the next whole number)
will be devoted to and available for rental to persons with an
income not in excess of sixty percent (60t) of the area median
income, adjusted for family size, and revised annually. The total
number of units reserved under this Section 6 shall be referred to
as the "Reserved Units".
The Grantee further covenants that the monthly rent to be
charged on any given Reserved Unit will not exceed thirty percent
(30t) of one-twelfth (1/12th) of sot or 60t, as applicable, of the
area annual median income, adjusted for family size, and revised
annually.
The Grantee further covenants and warrants as follows:
a. The Property is being utilized for the purposes of
providing residential rental housing, and the Project is to be
owned, managed and operated as a single room occupancy facility
project for a period of not less than fifteen (15) years,
commencing on the date of the Certificate of Completion;
b. Each residential unit in the Inn will be rented or
available for rental on a continuous basis;
c. The Reserved Units will be of the same construction,
quality and amenities as equivalent units which are not so
available;
d. All of the residential units in the Inn will be
available for rental on a continuous basis to members of the
general public with the Reserved Units to be available for lease to
low and very low income residents as hereinabove provided and the
Grantee will not give preference to any particular class or group
in renting the dwelling units in the Inn;
e. Residents of the Reserved - Units will have equal
access to and enjoyment of all common facilities of the Inn;
f. The Grantee will provide annual certifications to
the Agency certifying as to compliance with the provisions of
Exhibit "0-1" - Paqe 4
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Section 4.05 of the Agreement and shall additionally notify the
Agency within thirty (30) days after the announcement of any and
all increases in the rents to be charged for any of the units
comprising the Inn;
g. The Reserved Units shall at all times be available
to low and very low income persons and shall be rented and occupied
or be available for occupancy by such low and very low income
persons. For the purposes of satisfying the requirement that the
required percentages of the residential units be occupied by low
and very low income persons, no such person shall be denied
continued occupancy because, after admission to the unit, the
person's income exceeds the applicable income level. Any increase
in the rent per unit which is occupied by a tenant who previously
qualified as a low or very low income tenant, but no longer
qualifies as such, shall not be considered a denial of continued
occupancy of such a unit;
h. The Grantee agrees to obtain and maintain a file on
each low and very low income person who qualifies for occupancy of
a reserved unit, with data contained in said file sufficient to
enable the Agency to determine that the Grantee has been in
compliance with the covenants contained herein;
i. The Grantee covenants to use a form of rental
agreement in renting any Reserved Unit which shall provide for
termination of the tenancy and consent by the tenant to immediate
eviction for failure to qualify as a low or very low income person
as a result of any material misrepresentation made by such person
with respect to his or her income and income verification.
All of the foregoing covenants shall run with the land
until the earlier of (i) fifteen (15) years commencing on the date
of the Certificate of Completion, or (ii) until all of the sums
advanced by the Agency from its Low- and Moderate-Income Housing
Fund with respect to the Project or this Agreement, including
without limitation, the land value, the Agency Cash Contribution
and the Revenue Contribution, all as defined in the Aqreement, and
interest on the aggregate thereof at seven percent (7\) simple
interest per annum, have been repaid in full to the Agency's Low-
and Moderate-Income Housing Fund.
The Grantee further covenants and warrants that the
Grantee shall develop improvements on the Property in accordance
with the Scope of Development and Exhibit "H-1". The Grantee
covenants to develop and operate the Property (or cause it to be
operated) in conformity with all applicable laws. The foregoing
covenants shall run with the land.
7. The covenants established against discrimination
shall remain in effect in perpetuity. The covenants respecting
uses of the Property shall remain in effect for a period of fifteen
Exhibit "0-1" - Paqe 5
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(15) years from the date of execution of the Certificate of
Completion, shall run with the land and shall constitute equitable
servitudes thereon, and shall, without regard to technical
classification and designation, be binding for the benefit and in
favor of the Agency, its successors and assigns, the City.
The Grantor is deemed the beneficiary of the terms an
provisions of this Aqreement and of the covenants running with the
land for and in its own rights and for the purposes of protecting
the interests of the community. The Grantor shall have the right,
if such covenants are breached, to exercise all rights and remedies
and to maintain any actions or suits at law or in equity or such
other proper proceedings to enforce the curing of such breaches to
which it or any other beneficiary of such covenants may be
entitled, including without limitation, to specific performance,
damages and injunctive relief. The Grantor shall have the right to
assign all of its rights and benefits hereunder to the City of
San Bernardino.
Exhibit "0-1" - Page 6
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IN WITNESS WHEREOF, the Grantor and Grantee have caused
this instrument to be executed on their behalf by their respective
officers thereunto duly authorized, this day of ,
1992. ----
APPROVED AS TO FORM:
SABO & GREEN,
A Professional Corporation
By:
Grantor:
REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO
By:
Chairperson
By:
Secretary
Special Agency Counsel
accepted.
The provisions of this Grant Deed are hereby approved and
Grantee:
MAIN STREET INN,
a California Limited Partnership
By: Larcon Development Inc.
General Partner
By:
B. Gilbert Lara, Jr.
President
Exhibit "0-1" - Page 7
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STATE OF CALIFORNIA
)
) ss
)
COUNTY OF SAN BERNARDINO
On , 1992, before me, the undersigned, a
Notary Public in and for said State, personally appeared
and personally known to
me (or proved to me on the basis of satisfactory evidence) to be
the Chairman and Secretary, respectively, of the Redevelopment
Agency of the City of San Bernardino that executed the within
instrument on behalf of said Agency and acknowledged to me that
said instrument was authorized to be executed pursuant to a duly
adopted resolution of said Agency.
WITNESS my hand and official seal.
Signature:
Exhibit "0-1" - Page 8
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STATE OF CALIFORNIA
)
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)
COUNTY OF LOS ANGELES
On , 1992, before me, the undersigned, a
Notary Public in and for said State, personally appeared
personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person who executed
the within instrument on behalf of Sabo & Green, a Professional
Corporation, and acknowledged to me that he executed said
instrument.
WITNESS my hand and official seal.
Signature:
Exhibit "0-1" - Page 9
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STATE OF CALIFORNIA
)
) ss
)
COUNTY OF
On , 1992, before me, the undersigned, a
Notary Public in and for said State, personally appeared B. Gilbert
Lara, Jr. personally known to me (or proved to me on the basis of
satisfactory evidence) to be the President of the General Partner
that executed the within instrument on behalf of Main Street Inn,
a California Limited Partnership.
WITNESS my hand and official seal.
Signature:
Exhibit "0-1" - Page 10
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EXHIBIT "F-1"
I:: When Recorded, Mail to:
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REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
201 North "E" Street, Third Floor
San Bernardino, California 92401
CERTIFICATE OF COMPLETION
The undersigned, as Executive Director of the
Redevelopment Agency of the City of San Bernardino (the "Agency")
hereby certifies as follows:
By its Resolution No. , adopted and approved
, 199_, the Agency has resolved as follows:
Section 1. The improvements required to be constructed
in accordance with that certain Amendment No. 1 to Disposition and
Development Agreement dated , by and between the
Agency and Main Street Inn, a California Limited Partnership, (the
"Developer") and the Disposition and Development Agreement recorded
in the office of the County Recorder for San Bernardino County as
Document No. 92-043753, which two documents are jointly referred to
herein as the "Agreement," on that certain real property (the
"Property") more fully described in Exhibit "A" attached hereto and
incorporated herein by this reference, have been completed in
accordance with the provisions of said Agreement.
Section 2. This Certificate of Completion shall
constitute a conclusive determination of satisfaction of the
agreements and covenants contained in the Agreement with respect to
the obligations of the Developer, and its successors and assigns,
to construct and develop the improvements on the Property,
excluding any normal and customary tenant improvements and minor
building "punch-list" items, and including any and all buildings
and any and all parkinq, landscapinq and related improvements
necessary to support or which meet the requirements applicable to
the building and its use and occupancy on the Property, whether or
not said improvements are on the Property or on other property
subject to the Aqreement, all as described in the Agreement, and to
otherwise comply with the Developer's obligations under the
Agreement with respect to the Property and the dates for the
beginning and completion of construction of improvements thereon
under the Agreement; provided, however, that the Agency may enforce
any covenant surviving this Certificate of'Completion in accordance
with the terms and conditions of the Agreement and the grant deed
pursuant to which the Property was conveyed under the Agreement.
Said Agreement is an official record of the Agency and a copy of
said Agreement may be inspected in the office of the Secretary of
Exhibit "F-1" - Page 1
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the Redevelopment Agency of the City of San Bernardino located at
/~ the city Hall Annex, 201 North "E" Street, Third Floor,
", ' San Bernardino, California 92401, during reqular business hours.
Section 3. The Property to which this Certificate of
Completion pertains is more fully described in Exhibit "A" attached
hereto.
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DATED AND ISSUED this
day of
, 199_.
Executive Director of the
Redevelopment Agency
of the City of San Bernardino
Exhibit "F-1" - Page 2
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EXHIBIT "A" TO CERTIFICATE OF COMPLETION
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LEGAL DESCRIPTION
Exhibit "F-1" - Page 3
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STATE OF CALIFORNIA
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COUNTY OF SAN BERNARDINO
On , 1992, before me, the undersigned, a
Notary Public in and for said State, personally appeared
personally known to me (or proved to me on
the basis of satisfactory evidence) to be the Executive Director of
the Redevelopment Agency of the City of San Bernardino that
executed the within instrument on behalf of said Agency and
acknowledged to me that said instrument was authorized to be
executed pursuant to a duly adopted resolution of said Agency.
WITNESS my hand and official seal.
Signature:
Exhibit "F-1" - Page 4
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EXHIBIT "G-1"
ESTIMATED COSTS
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CALIFORNIA INN - EXHIBIT -B-1-
ESTIMATED PROJECT BUDGET
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TOTAl. LAND COSTS $500,000 4.", $4.03 $1.852 $500.000
(44.000 at. "1.341 PIt)
DIRECT COSTS
OFF-SIT!: IMPFlOVEMENT "&0,000 1.5~ ".21 $558
CONSTFlUCTION 8.372,103 112.3~ 51.341 23.103
CONSTRUCTION FE~ 418._ 4.1911 3.37 1.550
CONTINGINCY 211,582 2.1911 1.71 714
:TED DIJIlE(;T COSTS l7;t52;75O ",.~> >>IS'1.. ..412 7.152.7&0
~ - INDIRECT COSTS
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FEESfBLDGIWATAlS~Fl S502.ooo 4.", "'.05 $l.85t
FUANlUNIN APPLIANCE 833,000 8.2'111 11.10 2.344
~ ARCHlTECTURAlJENGINEERINCi 232.500 2.1~ 1.87 861
INT!:FlESTI1.0AN FEES ETC. 758.750 7.4911 8.12 2.810
TAX" INSURANCE 54.250 0.5~ 0.44 201
LEGAUTITLElAPPFlAISAL 341.750 0.4~ 0.11 144
, DEVELOP~A~~~OVEFlHEAD 380.000 3.1I~ 2.80 1,333
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E&TlMAT!:DINDIFlECT COSTS sa,57t.250 25.2'lr ' f2CU." . ' ....553 2,5"',250 '
~STlMATED TOTAL PROJECT COS $10.232.000 100.~ $12.48 S37.8ge $10,232,000
PFlOJECTED CASH ~OFl FILL-UP 210,000 1.68 778 210.000
TOTAL FUNDS FlEQUIRI!D "0,442.000 $84.18 $38,874 "0.442.000
PROJECTED PFlOJECT FINANCING:
PFlOPOSED FIRST TRUST D~~D lOAN
PARTNEFlSHIP CONTRIBUTION
CITY PARTICIPATION
82.2'111
13.8'110
24.0'110
152.311
11.61
20.18
124.074
5.322
11.278
".500.000
1.437.000
2.505,000
TOTAL SOURCES OF FUNDS
$10.442.000
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St. Bernardine Plaza
550 West Fifth Street
San Bernardino. California 91401
(714) 888-0153
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August 17, 1992
HAND DELIVERED
Mayor and Common Council
& Redevelopment Agency
city of San Bernardino
300 North "0" Street
San Bernardino, CA 924lS
Re: Prooosed Fifth and "E" Street HousinQ proiect
Dear Council and Agency Members:
This letter is submitted on behalf of the board of directors,
management and residents at st. Bernardine Plaza ("plaza").
We have been watching with interest the proposed development of the
site immediately adjacent to the Plaza and learned only this
weekend of the development as an agenda item for this morning and
have hastily constructed this letter to summarize our concerns.
The residents of st. Bernardine Plaza ("our residents") have been
a main anchor of the downtown San Bernardino area for the past
decade. Their presence and civic mindedness have kept interest
high in developing the city as a whole, and have contributed to the
reputation of the downtown area as one which embraces stalwart and
riChly experienced citizens. As a result their civic concerns and
also out of a prudent sense of concern for their own status and
future well being, our residents have noted potential drawbacks
with the above-referenced project which may prove to be a net
liability for all of us.
The Plaza understands that the proposed project entails
construction of new single resident apartments which may rent for
anywhere from $315.00 to $500.00 per month. It is a matter of
concern that this price range is substantially less than the basis
for rent at the Plaza which has, for the first time since its
opening, a de minimus waiting list. There is substantial concern
among the residents in the Plaza about the deterioration of the
downtown area as a residential community and the desirability of
permanent residents residing therein.
COC~I
t~~A
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Mayor, Common council
and Redevelopment Agency
August 17, 1992
Page 2
The rental range under consideration does not provide for subsidy
such as that which is available at the Plaza. The renters at the
Plaza are those which are desireable downtown renters and citizens.
We have substantial concern that the new project will affect prices
and the cost of living in the neighbor and may well affect the
operation of the Plaza. There is concern on the part of the
residents that the area could become home only to unstable
newcomers with no roots or stake in the larger community. That
possibility is not an inviting one.
The further possibility remains, as an alternative, that those to
whom the project is intended to appeal will not ultimately respond
favorably to the project in its present form. An argument in favor
of the proposed rental rates for the apartments might be that the
relative high cost would ensure that only responsible and credit
worthy individuals would be able to move into the neighborhood.
That argument, however, should be examined with a view toward the
rent proposed to be charged at the facility.
We are informed that the project contemplates the construction of
certain low income apartments which, like others, would be rented
essentially on a weekly basis. It has been mentioned that some of
these new apartments amount-to single room occupancy units, some
with minimal sanitary facilities and that as much as 30t will cater
to those annual incomes of less than $12,600.00. In some respects
such housing arrangements share many features with those of the
dilapidated motels in the downtown area which have become an
eyesore and have been providing substandard housing for the past
several years and which continue to reflect poorly on the downtown
area.
While neither we nor the existing residents have verified
information regarding the precise layout of the new apartments, it
would appear that if the above-stated information is correct, a
great many of those with the necessary means to afford up to
$500.00 per month rent may look elsewhere for more commodious
surroundings and more luxurious neighborhoods. Our review of the
general Inland area is that substantial apartments and nice
complexes are available for single resident occupancy for
substantially less than the amounts proposed to be charged by the
new development.
We are informed that those who will manage the proposed new
apartments will adhere to strict criteria regarding the income and
background of prospective renters. Preference is said to be for
younger residents. Our residents are concerned that, should the
latter of the two possibilities hereinabove discussed occur, the
apartments may fail to attract promising renters and the rental
o
o
Mayor, Common Council
and Redevelopment Agency
Auqust 17, 1992
Page -3
structure will then face one of two possibilities: either
maintenance at the currently proposed rate in which case occupancy
would be quite likely remain low; or reduction, after a time, in
the rent charged on each unit. The first of the possibilities
offers little but the potential that the project itself will become
a white elephant and subject to vandalism and deterioration and
will add to the glut of unoccupied buildings in general. The
latter of the two possibilities invites the conclusion that, if,
upon failure to rent at the proposed rate, the project developers
must reduce the rent to meet market conditions, it would most
probably occur only after substantial deterioration in the building
itself and in its attractiveness.
The fact that, in either of above instances, the developers would
find themselves potentially facing a negative cash flow as a result
of their inability to rent to the target population and it would
naturally lead to the ability to maintain and promote the project.
If such events were to happen, the project would become nothing
more than one in a myriad of by-products of high developmental
aspirations that ultimately dearly cost not only investors, but the
community at large, in terms of money, time, effort and spirit.
We direct your attention to the ambitious and largely unsuccessful
development of housing at the corner of sixth and Mt. View which
appeared on paper to be desireable but, which has not succeeded.
If the project ultimately rents at lower rates, but retains short
term leases, or is leased on a weekly or even at monthly rates, it
would prevent people from setting down roots of any kind and
contributing to the community in a positive way. It is disturbing
in this respect that residents of the project will be permitted to
relocated form apartment to apartment within the complex. It is
our experience that in failed or deteriorating communities certain
unattractive elements will prevail. It would be, quite literally,
the worst of all possible worlds for our residents that the project
would result not only in failure to build the community but,
moreover, contribute to is rapid erosion.
Adding to all of the above are serious and unanswered questions
regardinq the liability of all involved for incidents which may
arise out of or from the acts of those proposed residents whose
background of authorities will, as proposed, undertake the duty to
examine.
Clearly, there are very substantial concerns on the part of our
residents relating to the project, and they are founded on
economic, commercial, and sociological probabilities that appear
to be commonly reported in mature communities such as st.
Bernardine Plaza. We are convinced that the legitimate fears of
these residents and constituents must be thoroughly addressed
o
o
Mayor, Common Council
and Redevelopment Aqency
August 17, 1992
Page 4
through debate within the city council sitting in that capacity and
as the redevelopment agency. Our residents are asking that occur
and an open forum with free debate.
Request is made that you review the proposals now in existence
relating to project, and respond in a manner which will minimize
the possibility that the community will experience the economic and
social dislocation which it is heretofore seen. The residents of
st. Bernardine Plaza have consistently been dutiful citizens and
taxpayers, and, as a group, have in mind the betterment of the
downtown community. They seek like-minded citizens such as you for
assistance and cooperation in fulfilling the aspirations for the
improvement of the community. With your help, we can help assure
that the efforts of the civic-mind among us will be augmented and
the qoals common to all of us reached and realized.
We look forward to your response.
TTA PELMAN
Resident Manager
.
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M^"Ul(D
July 13, 1992
Mr. B. Gilbert Lara, Jr.
Larcon Development
330 North "0" Street, Suite 110
San Bernardino, CA 92401
Dear Mr. Lara:
.
I was very excited to learn of your California Inn Project
when I first heard about it a number of months ago. This
is the type of project that will be very successful in
downtown San Bernardino. The California Inn will be ideal
for many of the employees of the Maruko Hotel. A great
number of our employees are in entry level and mid-level
positions and cannot afford a very large monthly rent
payment. Your project provides monthly rents and
convenience that would be ideal for these people.
We at the Maruko continually have people calling and
coming to our front 'desk asking for downtown space at
reasonable rates. This clientele cannot afford the Maruko
Hotel daily rate and would be ideal for the California Inn
facilities. We would, of course, refer any of this
clientele to the California Inn if we could not
accommodate them at our facility.
I have analyzed the architecture, interior design, and
landscaping for the California Inn and believe that it
will be a first-class facility. The California Inn is a
type of development which will be ideal for downtown San
Bernardino and will be a welcome addition to the amenities
that are required in the downtown area.
We look forward to the beginning of construction on the
California Inn and to its successful operation.
/; /
Best ,regards,
/J:~ ff'
, ',,/ General Manager
JD/bm
MARUKO HOTEl & CONVENTION CENTER
295 North E Slreet San Bernardino. CA 92401 Telephone 714,381,6181 FaCSimile 714' 381.5288
CO(~
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CENS ANALYSIS
POPULATION CITY OF SAN BERNARDINO
1980 % 1990 % INC/DEC %
TOTAL POPULATION 117,490 100,0% 164,164 100,0% 46,674 39.70/0
SINGLE PERSONS 15 YEARS AND OVER
Male 13,887 11.8% 20,264 12,3% 6,377 45,9%
Female 10,382 8,8% 15,243 9,3% 4,861 46,8%
SEPARATED PERSONS
Male 1,203 1 ,0% 2,373 1 .4 % 1,170 97,3%
Female 2,132 1,8% 2,860 1,7% 728 34,1%
WIDOWED PERSONS
Male 1,209 1,0% 1,471 0,9% 262 21.7%
Female 6,397 5,4% 6,742 4.1% 345 5.4%
DIVORCED PERSONS
Male 3,388 2.9% 5,237 3,2% 1,849 54.6%
Female _.?..!Q~! 4.3% _!..!~~~ 4.8% __2.:~~~ 55.8%
------ ----- ------
TOTAL SINGLES 43,689 37.2% 62,123 37.8% 18,434 42.2%
CONTRACT RENT CITY OF SAN BERNARDINO
'OF
1990 CONTRACT RENTS FROM TO UNITS %
$100 198 0.8%
$100 149 863 3.4%
150 199 1,189 4.6%
200 249 869 3.4%
250 299 1,324 5.2%
300 349 2,699 10.5%
350 399 3,890 15.1%
400 449 3,465 13.5%
450 499 3,538 13,8%
500 549 2,463 9,6%
550 599 1,694 6.6%
600 649 1,159 4.5%
650 699 674 2,6%
700 749 413 1.6%
750 999 622 2.4%
1,000 or more 82 0.3%
0 cash rent 554 2.2%
Total' of units 25,696
MEDIAN CONTRACT RENT $422 .
LOWER END $334
UPPER END $517
Source: 1990 Census
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