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Home My WebLink AboutR31-Economic Development Agency ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO FROM: Gary Van Osdel Executive Director OR I I" ../ ~ 'i~ [SUBJECT: I \.;lllvJ4 JOINT PUBLIC HEARING - TIPPECANOE RETAIL PROJECT - SBT PARTNERS DDA DATE: May 16, 2001 .____*_n________________________________._________________________.___________________________________________------------------------------..--.----------------------.---- SvnoDsis of Previous Commission/CounciVCommittee Actionls): On July 12, 1999, the Community Development Commission approved a Cooperation Agreement with the Inland Valley Development Agency. On August 2, 1999, the Hopkins/Pearlman Development Group entered into an Exclusive Right to Negotiate with the Economic Development Agency. ------------------------------------------._--------------------------------------------------------_._---.--.------------------------------------------------------ Recommended Motionls): OPEN PUBLIC HEARING CLOSE PUBLIC HEARING ICommunitv Develooment Commission) MOTION A: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO MAKING CERTAIN FINDINGS AND DETERMINATIONS PURSUANT TO HEALTH AND SAFETY CODE SECTION 33433, MAKING OTHER FINDINGS AND DETERMINATIONS IN ACCORDANCE WITH THE CALIFORNIA ENVIRONMENTAL QUALITY ACT AND APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND SBT PARTNERS, LLC, AND APPROVING OTHER ACTIONS IN CONNECTION THEREWITH (HUB PROJECT) (Motion(s) Continued to Next Page....) Contact Person(s): Gary Van OsdeVJohn Hoeger Project Area(s) IVDA Phone: 663-1044 Ward(s): Third Supporting Data Attached: [jSJ Staff Report [jSJ Resolution(s) [jSJ Agreement(s)/Contract(s) [jSJ Map(s) 0 LellerlMemo 3,493,300 Agy FUNDING REQillREMENTS Amount: $ 1,100,000 City Source: See attached staff report SIGNATURE: Requested Commission/Council Notes: GVO:JBH:lag:05-2l-01HUB DDA COMMISSION MEETING AGENDA Meeting Date: OS/21/2000 Agenda Item Number1.3L- Request for Commission/Council Action Tippecanoe DDA May 16, 2001 Page Number -2- Recommended Motion(s) Continued: (Mayor and Common Council) MOTION B: RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO ACKNOWLEDGING RECEIPT OF A REPORT PREPARED PURSUANT TO HEALTH AND SAFETY CODE SECTION 33433, AND MAKING CERTAIN FINDINGS AND DETERMINATIONS IN CONNECTION WITH THE CONSIDERATION BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AND APPROVING THE EXECUTION OF A CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT BY THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND SBT PARTNERS, LLC (HUB PROJECT) MOTION C: A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING SUBMISSION OF THE APPLICATION TO THE CALIFORNIA INFRASTRUcruRE AND ECONOMIC DEVELOPMENT BANK FOR FINANCING OF THE HARRIMAN PLACE IMPROVEMENT PROJECT AND APPROVING CERTAIN OTHER MA TIERS IN CONNECTION THEREWITH MOTION D: A RESOLUTION OF DECLARATION OF OFFICIAL INTENT OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO TO REIMBURSE CERTAIN EXPENDITURES FOR THE HARRIMAN PLACE IMPROVEMENT PROJECT FROM PROCEEDS OF INDEBTEDNESS (Community Deyelonment Commission) MOTION E: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO MAKING CERTAIN FINDINGS AND DETERMINATIONS AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF THE HARRIMAN PLACE IMPROVEMENT PROJECT ACQUISITION, CONSTRUCTION AND FINANCING AGREEMENT AND REQUESTING THE MAYOR AND COMMON COUNCIL TO APPROVE SAID AGREEMENT (HARRIMAN PLACE IMPROVEMENT PROJECT) (Mavor and Common Council) MOTION F: RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO MAKING CERTAIN FINDINGS AND DETERMINATIONS AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF THE HARRIMAN PLACE IMPROVEMENT PROJECT ACQUISITION, CONSTRUCTION AND FINANCING AGREEMENT AND REQUESTING THE MAYOR AND COMMON COUNCIL TO APPROVE SAID AGREEMENT (HARRIMAN PLACE IMPROVEMENT PROJECT) GVO:JBH:lag:OS.2l.0IHUB DDA COMMISSION MEETING AGENDA Meeting Date: OS/21/2000 Agenda Item Number: ~ ECONOMIC DEVELOPMENT AGENCY STAFF REPORT TIPPECANOE RETAIL PROJECT - SBT PARTNERS DDA BACKGROUND Pursuant to previous approvals and agreements, SBT Partners has negotiated the attached Disposition and Development Agreement (DDA) for consideration by the Community Developrnent Commission. The DDA provides for a development of approximately 268,000 square feet of commercial space on 24.5 acres located at the northwest corner of Tippecanoe Avenue and 1-10 (see attached map showing Phase I and Phase II). SBT Partners is a joint venture of Arthur Pearlman Corporation and the Hopkins Real Estate Group. Both of these partners are regional developers with established track records. In San Bernardino, Pearlman has developed the Best Buy facility, the new Costco building, the Staples building and the Guitar Center. Phase I will be anchored by a 130,400 square foot building for the relocation and expansion of Sam's Club. Adjacent development includes 45,000 square feet of retail together with two pad sites of up to 10,000 square feet each. In addition, Phase I provides for the relocation of In-N-Out Burger at their option. (In-N-Out is negotiating details of an Owner Participation Agreernent with staff that will be presented at a future Council/Commission meeting upon completion). An alternative is provided in the event that 1n-N-Out chooses to stay in place. Phase II contains an additional 70,000 square feet of retail in the northwestern portion of the project. The DDA provides an option for the developer to purchase and develop Phase II. Traffic flow will be reconfigured through the realignment of Harriman Place, connecting its existing eastern end to the intersection of Laurelwood Drive and Tippecanoe Avenue. This realignment provides for improved traffic circulation for surrounding retail uses in addition to the project's own needs. This project requires acquisition and dernolition of existing residential and business properties throughout the project site. Phase I requires acquisition of 54 parcels. Nineteen of these are vacant lots while the other thirty-five parcels contain 63 residential dwelling units and I business. Fifty-five of these units are tenant households, three are owner occupants, and five are unoccupied. The attached draft Relocation Plan provides detailed information on the required relocation. Additional relocation will be required for Phase II and a separate plan will be prepared at the appropriate time. GVO:JBH:lag:OS.21.01 HUB DDA COMMISSION MEETING AGENDA Meeting Date: OS/21/2000 Agenda Item Number: ~ Econornic Development Agency Staff Report Tippecanoe DDA May 16, 2001 Page Number -2- --------------------------------------------------------------------------.------------------------------------------ CURRENT ISSUE Implementation of this project requires authorization to execute the attached DDA. As discussed below, it also requires authorization of the attached Harriman Place Improvement Project Agreement to provide for construction and financing of the realignment of Harriman Place. FISCAL IMP ACT The attached Section 33433 Summary Report, prepared by Keyser Marston Associates, sets forth the cost of this Agreement to the Agency. The costs of Phase I are estimated at $3,493,900 as follows: Less Develo Less Develo er's Land Pa $ 5,540,000 1,400,000 1,130,000 $ 8,070,000 (1,100,000) (3,476,100) $ 3,493,900 Phase I Land Ac uisition Costs Harriman Land Ac uisition Costs Relocation Assistance In addition, Phase II is estimated at a net cost of $2,027,740 for a total cost of $5,521,640. Further, the DDA provides that the Agency is to cause the construction of the realignment of Harriman Place. Under the attached Harriman Place Improvement Project Agreement, the City would undertake this construction obligation. The City's financing source is anticipated to be a twenty-year, $2,000,000 loan from California's Infrastructure and Economic Development Bank at a 3Yz% interest rate. The Bank has evaluated a preliminary application and has invited submission of a final application. Under the Harriman Agreernent, this loan would provide $1,100,000 to the City for construction of the road and $900,000 to the Agency to cover a part of the acquisition and demolition costs. In addition to the $900,000 in loan funds, sources for financing the Agency obligations are: . $300,000 in CDBG funds for demolition . $600,000 in HOME funds for relocation . $500,000 in Lo/Mod funds for relocation . $2,093,000 in land sales proceeds and other Agency funds GVO:JBH:lag:05-2!-{)IHUB DDA COMMISSION MEETING AGENDA Meeting Date: OS/21/2000 Agenda Item Nnmber: ML Economic Development Agency Staff Report Tippecanoe DDA May 16, 2001 Page Number -3- --------------------------------------------------------------------------------------------------------------------- This project is located in the IVDA project area. Under current tax increment flow through agreements, the IVDA and City will receive tax increment from the project. The Agency, then, receives no tax increment or other economic retums from the project. Separate agreements are pending regarding IVDA and City reimbursements over time to recoup the Agency costs. The City's primary financial benefit of this project is a projected increase in sales tax revenues. The attached study by Keyser Marston estimates Phase I by itself will result in a net sales tax increase of $355,100 in 2002 with increasing a. Releasing the existing Sam's Club location would add an additional $200,000 increase at standard general retail rates. Increased sales tax revenues are therefore estimated to be above $500,000 upon stabilization of Phase I and release of the existing Sam's Club. Phase II was not included in this study and will add additional sales tax revenues. Repayment of the City's Infrastructure loan will be from these increased sales tax revenues. The Agency will also be requesting that its up front contribution to this project be repaid frorn a share of the sales tax increases after debt service. ENVIRONMENTAL CLEARANCE A companion item on today's agenda provides for certification of a Project Environment Impact Report (EIR) and Traffic Impact Analysis together with a Mitigation Monitoring and Reporting Program. Other actions in this companion item include a General Plan Amendment and a Development Code Amendment to allow drive-thru restaurants in a restricted portion of the CR- 2 land use district under conditional use permit. An extension of the Environment Impact Report documents will be filed with HUD to meet Federal requirements under NEP A. FUTURE ACTIONS The Commission/Council will be presented with a number of additional items for consideration in connection with this project. These are expected to include: . Approval of an Owner Participation Agreement with In-N-Out Burger, Inc. . A financing reimbursement agreement between the City and the Redevelopment Agency. . A financing reimbursement agreement between IVDA and the Redevelopment Agency. . Authorization of Real Estate Professional Services agreement. . Adoption of the Phase I Relocation Plan (and, if it proceeds, adoption of a Phase II Relocation Plan). . Authorizations to present Offers to Purchase to individual property owners based upon final appraisals. GYO:JBH:lag:05-2l-0IHUB DDA COMMISSION MEETING AGENDA Meeting Date: OS/21/2000 Agenda Item Nnmber: -'l..3J- Economic Development Agency Staff Report Tippecanoe DDA May 16, 2001 Page Number -4- RECOMMENDATION GVO:JBH:lag:OS.21.QIHUB DDA COMMISSION MEETING AGENDA Meeting Date: OS/21/2000 Agenda Item Number: ~ Economic Development Agency Staff Report Tippecanoe DDA May 16, 2001 Page Number -5- ATTACHMENT NO. 18 TENTATIVE LEGAL DESCRIPTION OF THE PHASE 1 SITE AND PLAT MAP CIJRVF nATA Cl D~2J'5""02' R~20_00' l~8..H' T-423' 20 1~ 18 17 16 15 14 13 12 11 10 ~I~ ~~v ~~~:\\"".. ~;~ ~,r DETAil "A" NQTTOSCJU: " P.O.C. 42 41 40 ~OO'l'15.E (R'AD)-- " N90W'OO.W 114.07' NOO1l7'42"W 113.08' NOO1;l8'OO.W 63.45' NB9"4I.1'23"W Iw 59.81' ,0 I~ z I'~ ~ ! \0 01' - v-//>''< fl,IG\-"'\" - /..120' !!!I'-:_~~~ DDA EXHBITS no HUB NW COflNER TlPPECANOE mo 1-10 SAH BERHAROINO, CA GVO:JBH:lag:OS-21-0IHUB DDA COMMISSION MEETING AGENDA Meeting Date: OS/2112000 Agenda Item Number: R.3.L Economic Development Agency Staff Report Tippecanoe DDA May 16, 2001 Page Number -6- A'ITACHMENT NO. Ie TENTATIVE LEGAL DESCRIPTION OF THE PHASE 1 SITE AND PLAT MAP HARRIM PLA - ~~~~~iB?'lli~0 ~1 '. -,---,-- ~ ~~0~~//~~~~~~~o~_~~~~::~;:.. ":,, ~ DRIVE-""""!ll"'"- 0V:%0;;:;(;~p' :;> 1- -- - " 0VJ1'5:...(.~;//d ,,~lV 35 34 33 n 31 30 29 28 27: 26 22 /,/.y/,)J"') '/. /. " ~~~~ f'" ~'4{; /4: 46 4950 51 52 53 54 5S 5657 58 59 r/ 1~ ~\ / P nf~ '\ / ~~4,- ~- 7~-- - L ~~ "'it- 78 77 76 75 74 73 7271 70 69 66 67 66 65 64 63 62 I I I I I CJ _~p_o_c I I : !~ I I~ ~ ----------- rsm:EOTS;~ %~~OONE--O----------' -~~ , I~ 60 I ,U ~ I~- 61 : J .~ --------~ ; " ------ ~"''( _----- of - ____ OIGtfl" - -- \0 "- _ ____ _ - -;ERSi '" il: ! 1"~'20' - - ---------- --- !!!I'-:_~~~ DDA EXHBITS no HUB NWCORNER T1PPECANOE AND 1-10 SANBERNARllINO,CA - GVO:JBH:lag:OS-2J-QIHUB DDA COMMISSION MEETING AGENDA Meeting Date: OS/2112000 Agenda Item Number: /{, J I (iC0 .c' .~~Li. RESOLUTION NO. .1 , ,.. '"-, 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO MAKING CERTAIN FINDINGS AND DETERMINATIONS PURSUANT TO HEALTH AND SAFETY CODE SECTION 33433, MAKING OTHER FINDINGS AND DETERMINATIONS IN ACCORDANCE WITH THE CALIFORNIA ENVIRONMENTAL QUALITY ACT AND APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND SBT PARTNERS, LLC, AND APPROVING OTHER ACTIONS IN CONNECTION THEREWITH (HUB PROJECT) 3 4 5 6 7 8 9 10 WHEREAS, an area of the City of San Bernardino (the "City") generally situated along 11 the west side of Tippecanoe Avenue to the north of the right-of-way of the Interstate 10 Freeway 12 referred to as the "HUB Project Site" or the "Site" is included within the redevelopment project area of the Inland Valley Development Agency, a joint powers authority formed pursuant to 13 Health and Safety Code Sections 33492.10 et sea., for the purpose of assisting in the conversion and civilian reuse of the former Norton Air Force Base and other lands situated in the City; and c: 15 WHEREAS, the Inland Valley Development Agency, the City and the Redevelopment Agency of the City of San Bernardino (the "Agency") entered into an agreement entitled "1999 16 Redevelopment Cooperation Agreement" dated as of July 12, 1999 (the "Redevelopment Cooperation Agreement"), pursuant to which the Inland Valley Development Agency granted the 17 Agency the right, power and authority to act for and on behalf of the Inland Valley Development Agency for the purposes of exercising the redevelopment powers of the Inland Valley 18 Development Agency; and 14 19 WHEREAS, the Site contains residential and commercial developed properties, and the 20 Agency has initiated certain studies and proposals to address a number of issues of community concern on the Site relating to blight and conditions associated with obsolete commercial design, deferred maintenance, traffic circulation and conflicting commercial-residential neighborhood 22 property use and community design in an effort to eliminate and prevent the spread of blight from the Site; and 21 23 WHEREAS, SBT Partners, LLC (the "Developer") submitted a redevelopment proposal 24 for the Site that was the subject of study and evaluation by the City and the Agency, and the City 25 prepared and certified a Final Environmental Impact Report for the HUB Project (State Clearinghouse No. 2000081074) in connection with the Agency's consideration and approval of 26 1".... "-..... S/l.;?J; . SB200 I 28 m 4609,1 1 R3 \ - " S/'J,I/O' , - \,., c: 1 a Disposition and Development Agreement, dated as of May 21,2001, (the "Agreement"), by and between the Agency and the Developer; and 2 3 WHEREAS, the Agency also prepared a report dated May 7, 2001, (the "33433 Report") analyzing the Agreement, in accordance with Health and Safety Code Section 33433. 4 5 6 7 8 WHEREAS, the City and the Agency scheduled a joint public hearing to consider the receipt and approval of the 33433 Report and the Agreement. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AS FOLLOWS: Section 1. On May 21, 2001, the Community Development Commission ofthe City of San Bernardino (the "Commission"), as the governing board of the Agency, conducted a full 10 and fair joint public hearing with the Mayor and Common Council of the City of San Bemardino and considered the written Agency staff report, the 33433 Report the Final Environmental Impact Report for the HUB Project Site (the "FEIR") and the testimony submitted relating to the I 2 disposition and redevelopment of a substantial portion of the Site (the "Property" or collectively, the "Phase I Site and the "Phase II Site") by the Developer pursuant to the terms and conditions 13 of the Agreement. The minutes of the Agency Secretary for the May 21,2001, meeting of the Commission shall include a record of all communication and testimony submitted to the Commission by interested persons relating to the joint public hearing, the 33433 Report, the FElR 15 and the approval of the Agreement. 9 11 14 16 17 18 19 20 21 22 23 24 25 26 Section 2. This Resolution is adopted in satisfaction of the provisions of Health and Safety Code Section 33433 relating to the disposition and sale of the Property by the Agency to the Developer on the terms and conditions set forth in the Agreement. A copy of the Agreement in the form submitted at this joint public hearing is on file with the Agency Secretary. The Commission hereby finds and determines that: (i) the disposition and redevelopment of the Property by the Developer in accordance with the Agreement is consistent with the Redevelopment Plan for the Inland Valley Redevelopment Project Area and the Inland Valley Development Agency Implementation Plan; (ii) the terms and conditions of the Agreement contain assurances that the Property will be redeveloped by the Developer as permitted under the Redevelopment Plan for the Inland Valley Redevelopment Project Area; (iii) the consideration payable by the Developer to the Agency as the purchase price for the Property, subject to the satisfaction of the terms and conditions of the Agreement, is an amount which: c: 5/16l;h. m SB2001 4609, I 28 2 , 1 (A) in the case ofthe "Phase 1 Site", as defined in the Agreement, is not less than fair market value, and is more than the fair reuse value at its highest and best use, as set forth in the 33433 Report; and "...-, ....., 2 3 4 5 6 7 (B) in the case of the "Phase 11 Site", as defined in the Agreement, is not less than the current fair market value as set forth in the 33433 Report, if the Developer elects to purchase the Phase 11 Site within 18 months following the execution of the Agreement, and ifthe Developer elects to purchase the Phase 11 Site after 18 months but before 60 months from the execution of the Agreement, then the amount payable by the Developer shall be the then current fair market value, increased by any increases in the Agency acquisition costs, all as more fully set forth in the Agreement; c: 8 9 10 11 12 13 14 (iv) the disposition of the Property to the Developer on the terms set forth in the Agreement shall assist in the elimination of blight on the Property; (v) the Agency is satisfied that the information set forth in the draft ofthe "Tri- City Project Area Relocation Plan" dated as of May 8, 2001, for the Phase I Site contains a relocation needs assessment, and assessment of replacement housing requirements and a description of the steps and procedures which the Agency shall follow in connection with the acquisition of the portions of the Site as required for the Phase I Project which is feasible to implement and that Agency funds are available therefor. Section 3. Prior to the opening of the joint public hearing at which this Resolution is 15 adopted, the Commission received the Final EIR and Facts, Findings and Statement of Overriding 16 Considerations Regarding the Enviromnental Effects from the Enviromnental Impact Report for the HUB Project (State Clearinghouse No. 2000081074) that were certified and adopted, 17 respectively, by the City, regarding the development proposed to occur under the Agreement and the HUB Project. The Commission has independently reviewed the Final EIR certified by the 18 City for the HUB Project. In its independent discretion, the Commission hereby finds that the 19 Final EIR adequately describes the Agreement and the Phase I Project and the Phase 11 Project as shall be undertaken by the Developer and assesses all of the significant enviromnental effects or 20 impacts of the implementation of the Agreement. 21 The Commission further finds and determines that there are no other significant 22 enviromnental effects or any differences in the severity of enviromnental effects associated with the implementation of the Agreement from those assessed in the Final EIR that would require 23 additional enviromnental review under Public Resources Code Section 21060 or Title 14 California Code of Regulations Sections 15162 or 15163. 24 25 In the independent discretion of the Commission, the Facts, Findings and Statement of Overriding Considerations Regarding the Enviromnental Effects from the Enviromnental Impact 26 Report for the HUB Project (State Clearinghouse No. 2000081074) as adopted by the City c: S/I2J - SB2001 28 m 4609,1 3 _. .....' c: 1''' 1....... 1 regarding the HUB Project are applicable to the Commission's consideration and approval ofthe 2 Agreement. The Commission hereby approves and adopts as the findings of the Commission, under Title 14 California Code of Regulations Sections 15091 and 15093, regarding the approval 3 of the Agreement, the Facts, Findings and Statement of Overriding Considerations Regarding the Environmental Effects from the Environmental Impact Report for the HUB Project (State Clearinghouse No. 2000081074) as adopted by the City. The Facts, Findings and Statement of 5 Overriding Considerations Regarding the Environmental Effects from the Environmental Impact Report for the HUB Project (State Clearinghouse No. 2000081074) as adopted by the City are 6 incorporated into this Resolution by this reference. 4 7 Further, the Commission's approval ofthe Agreement is conditioned upon the Developer's compliance with the Mitigation Monitoring Plan adopted by the City of San Bernardino in 8 conjunction with the certification of the Final EIR for the Phase I Project and the Phase II Project, 9 as applicable. The terms and provisions ofthe Agreement contractually require compliance with the Mitigation Monitoring Plan and provide for contractual enforcement of this obligation ofthe 10 Developer. The City, as lead agency, remains responsible for ensuring implementation of the mitigation measures in accordance with the Mitigation Monitoring Plan. 11 12 The Commission hereby authorizes and directs the Agency Secretary to file a Notice of Determination with respect to the Commission's approval of the Agreement, in accordance with 13 Public Resources Code Section 21152 and Title 14 California Code of Regulations Sections 15096(i) and 15094, consistent with the approvals, findings and determinations set forth in this 14 Resolution. 15 Section 4. The Commission hereby receives and approves the 33433 Report and the 16 other written materials submitted to the Agency at the meeting at which this Resolution is adopted. The 33433 Report contains the information required under Health and Safety Code 17 Section 33433. 18 Section 5. The Commission hereby approves the Agreement. The Chairperson of the 19 Commission and the Agency Secretary are hereby authorized and directed to execute the Agreement on behalf ofthe Agency together with testimonial and conforming changes as may be 20 recommended by the Executive Director and Agency Counsel. The Executive Director is hereby authorized to take all appropriate action as set forth in the Agreement to implement the redevelopment of the Site. 21 22 23 24 25 26 5/1~. SB200 1 28 m 4609.1 4 ". . ....' c: <: 511~. S8200l 28 1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE 2 CITY OF SAN BERNARDINO MAKING CERT AIN FINDINGS AND DETERMINATIONS PURSUANT TO HEALTH AND SAFETY CODE SECTION 33433, 3 MAKING OTHER FINDINGS AND DETERMINATIONS IN ACCORDANCE WITH THE CALIFORNIA ENVIRONMENTAL QUALITY ACT AND APPROVING A 4 DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND SBT 5 PARTNERS, LLC AND APPROVING OTHER ACTIONS IN CONNECTION 6 THEREWITH (HUB PROJECT) 7 Section 6. This Resolution shall take effect upon adoption. 8 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 9 Development Commission of the City of San Bernardino at a meeting thereof, held on the day of ,2001, by the following vote, to wit: 10 Commission 11 ESTRADA 12 LIEN McGINNIS 13 SCHNETZ SUAREZ 14 ANDERSON 15 McCAMMACK NAYS AYES ABSTAIN ABSENT 16 17 18 19 20 21 22 23 24 Secretary The foregoing Resolution is hereby approved this _ day of ,2001. Judith Valles, Chairperson Community Development Commission of the City of San Bernardino 5 By: 25 26 m 4609.1 1 c: 2 3 4 5 6 7 8 9 10 c: 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 5/12Jt . m SB2001 4609.1 28 rJ;~ \..... STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO ) I, Secretary of the Community Development Commission of the City of San Bernardino, DO HEREBY CERTIFY that the foregoing and attached copy of Community Development Commission ofthe City of San Bernardino Resolution No. is a full, true and correct copy of that now on file in this office. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Community Development Commission ofthe City of San Bernardino this day of ,2001. Secretary of the Community Development Commission of the City of San Bernardino 6 , ," ,-.. c: <: Sit .;w; SB2001 28 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ~ r' .----_c.'. 7 (.'-', .' ~,~,; cJ RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO ACKNOWLEDGING RECEIPT OF A REPORT PREPARED PURSUANT TO HEALTH AND SAFETY CODE SECTION 33433, AND MAKING CERTAIN FINDINGS AND DETERMINATIONS IN CONNECTION WITH THE CONSIDERATION BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AND APPROVING THE EXECUTION OF A CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT BY THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND SBT PARTNERS, LLC (HUB PROJECT) WHEREAS, an area of the City of San Bernardino (the "City") generally situated along the west side of Tippecanoe Avenue to the north ofthe right-of-way of the Interstate 10 Freeway referred to as the "HUB Project Site" or the "Site" is included within the redevelopment project area of the Inland Valley Development Agency, a joint powers authority which was formed pursuant to Health and Safety Code Sections 33492.10 et seq., for the purpose of assisting in the conversion and civilian reuse of the former Norton Air Force Base and other lands situated in the City; and WHEREAS, the Inland Valley Development Agency, the City and the Redevelopment Agency of the City of San Bernardino (the "Agency") have entered into an agreement entitled "1999 Redevelopment Cooperation Agreement" dated as ofJuly 12, 1999 (the "Redevelopment Cooperation Agreement"), pursuant to which the Inland Valley Development Agency has granted the Agency the right, power and authority to act for and on behalf of the Inland Valley Development Agency for the purposes of exercising the redevelopment powers of the Inland Valley Development Agency; and WHEREAS, the Site contains residentially and commercially developed properties, and the Agency has initiated certain studies and proposals to address a number of issues of community concern in the Site relating to blight and conditions associated with obsolete commercial design, deferred maintenance, traffic circulation and commercial-residential neighborhood property use conflicts and community design in an effort to eliminate and prevent the spread of blight from the Site; and WHEREAS, SBT Partners, LLC (the "Developer") has submitted a redevelopment proposal for the Site which has been the subject to study and evaluation by the City and the Agency, and the City has prepared and certified a Final Environmental Impact Report for the m 45631 1 R~' -1) 5/;),1/0\ -, ...., c: r- ...... 511~ S82001 28 1 HUB Project (State Clearinghouse No. 2000081074) in connection with the consideration and approval of a Disposition and Development Agreement, dated as of May 21, 2001, (the "Agreement"), by and between the Agency and the Developer; and 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 WHEREAS, the Agency has also prepared a report dated May 7, 2001, (the "33433 Report") which contains an analysis of the Agreement, in accordance with Health and Safety Code Section 33433. WHEREAS, the City and the Agency have scheduled a joint public hearing to consider the receipt and approval of the 33433 Report and the Agreement. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AS FOLLOWS: Section 1. On May 21,2001, the Mayor and Common Council conducted a full and fair joint public hearing with the Community Development Commission of the City of San Bernardino and considered the written Agency staff report, the 33433 Report and the testimony submitted relating to the disposition and redevelopment ofa substantial portion of the Site (the "Property" or the "Phase I Site and the "Phase II Site") by the Developer pursuant to the terms and conditions ofthe Agreement. The minutes of the City Clerk for the May2l, 2001, meeting of the Mayor and Common Council shall include a record of all communication and testimony submitted to the Mayor and Common Council by interested persons relating to the joint public hearing, the 33433 Report and the approval of the Agreement. Section 2. This Resolution is adopted in order to satisfy the provisions of Health and Safety Code Section 33433 as relate to the disposition and sale of the Property by the Agency to the Developer on the terms and conditions set forth in the Agreement. A copy of the Agreement in the form submitted at the joint public hearing is on file with the Agency Secretary. The Mayor and Common Council hereby find and determine as follows: 19 20 21 22 23 24 25 26 (i) the disposition and redevelopment of the Property by the Developer in accordance with the Agreement is consistent with the Redevelopment Plan for the Inland Valley Redevelopment Project Area and the Inland Valley Development Agency Implementation Plan; (ii) the terms and conditions of the Agreement contain assurances that the Property will be redeveloped by the Developer as permitted under the Redevelopment Plan for the Inland Valley Redevelopment Project Area; (iii) the consideration payable by the Developer to the Agency as the purchase price for the Property, subject to the satisfaction of the terms and conditions of the Agreement, is an amount which: m 4563,1 2 ("". 1...., (: c: s/IZh . SB2001 28 1 (A) in the case of the "Phase 1 Site", as defined in the Agreement, is not less than fair market value, and is more than the fair reuse value at its highest and best use, as set forth in the 33433 Report; and 2 3 4 (B) in the case of the "Phase II Site", as defined in the Agreement, is not less than the current fair market value as set forth in the 33433 Report if the Developer elects to purchase the Phase II Site within 18 months, following the execution ofthe Agreement, and if the Developer elects to purchase the Phase II Site after 18 months but before 60 months from the execution of the Agreement, then the amount payable by the Developer shall be the then current fair market value, increased by any increases in the Agency acquisition costs, all as more fully set forth in the Agreement. 5 6 7 8 9 10 11 12 13 14 15 16 17 18 (iv) the disposition of the Property to the Developer on the terms set forth in the Agreement shall assist in the elimination of blight on the Property. Section 3. The Mayor and Common Council hereby find and determine that the environmental review of the approval of the Agreement and the redevelopment activities contemplated thereunder has been fully evaluated in the FElR, as certified concurrently with the adoption of this Resolution. Section 4. The Common Council hereby authorizes an allocation of Community Development Block Grant funds for City Fiscal Year 2001-02 in the amount of $350,00000 which is hereby reserved for use and application by the Agency to pay for building demolition costs in connection with its acquisition of the "Street Parcels" and the improvement of the "Harriman Place Improvement Project" under the Agreement. The Common Council hereby further authorizes an allocation of the City HOME funds for City Fiscal Year 2001-02 in the amount of $650,000 which is hereby reserved for use and application by the Agency to pay for relocation costs payable to persons displaced by the implementation of the Agreement. 19 Section 5. The Common Council hereby approves and receives the 33433 Report and the Agreement in the form as submitted at this joint public hearing. 20 21 22 23 24 25 26 Section 6. The City is not a party to the Agreement, and nothing in this Resolution shall be deemed to constitute an approval by the City of any application for a development project permit or approval which the Developer may hereafter be required to obtain from the City as a condition precedent to the performance ofthe Developer's obligation under the Agreement with respect to the "Phase 1 Project", or later with respect to the "Phase II Project". The City hereby reserves its discretion under all applicable law to approve or reject, and to impose any appropriate condition of its approval on any such development project permit application as the Developer may submit to the City in connection with the Phase 1 Project or the Phase II Project. m 4563,1 3 c: c: c: 5/1,;ij SB2001 28 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO ACKNOWLEDGING RECEIPT OF A REPORT PREPARED I PURSUANT TO HEALTH AND SAFETY CODE SECTION 33433, AND MAKING 3 I CERTAIN FINDINGS AND DETERMINATIONS IN CONNECTION WITH THE CONSIDERATION BY THE COMMUNITY DEVELOPMENT COMMISSION OFTHE CITY OF SAN BERNARDINO AND APPROVING THE EXECUTION OF A CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT BY THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND SBT PARTNERS, LLC (HUB PROJECT) 2 4 5 6 7 Section 8. This Resolution shall take effect upon adoption. 8 9 10 11 12 13 14 15 16 17 18 1 HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the City of San Bemardino at a meeting thereof, held on the day of ,2001, by the following vote, to wit: Commission ESTRADA LIEN McGlNNlS SCHNETZ SUAREZ ANDERSON McCAMMACK AYES NAYS ABSTAIN ABSENT City Clerk The foregoing Resolution is hereby approved this _ day of ,2001. 19 20 21 22 23 24 25 26 Judith Valles, Mayor City of San Bemardino Approved as to form and legal content: ,., City Attomey m 4563.1 5 c: c: oC."_ ( \.. 51J2ifJ . SB200 L 28 1 STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO ) 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 I, City Clerk of the City of San Bemardino, DO HEREBY CERTIFY that the foregoing and attached copy of Mayor and Common Council of the City of San Bernardino Resolution No. is a full, true and correct copy ofthat now on file in this office. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Mayor and Common Council of the City of San Bernardino this day of ,2001. City Clerk 19 20 21 22 23 24 25 26 m 4563,1 6 . ~ lll>-- "",,,. 2 13 (:14 1"'.... \"" RESOLUTION NO, f(-00 rc:-. '\7 \S\'", --- \, , '-..-' ,J U 3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING SUBMISSION OF THE APPLICATION TO THE CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK FOR FINANCING OF THE HARRIMAN PLACE IMPROVEMENT PROJECT AND APPROVING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH 4 5 6 7 WHEREAS, the Califomia Infrastructure and Economic Development B 8 ("Infrastructure Bank") administers a financing program to assist local governments with th 9 10 financing of Public Development Facilities as described in Section 63000 et seq. of th 11 California Government Code (the "Act"); and 12 WHEREAS, the Infrastructure Bank has instituted an application process for financin under its Infrastructure State Revolving Fund Program; and WHEREAS, the City of San Bernardino desires to submit an application ("Financin 15 Application") to the Infrastructure Bank for the financing of the Harriman Place Projec 16 ("Project"); and 17 WHEREAS, the Act requires the Applicant to certify by resolution certain findings prio 18 to a Project being selected for financing by the Infrastructure Bank. 19 NOW, THEREFORE, be it resolved by the Mayor and Common Council of the City 0 20 San Bernardino as follows: 21 22 Section 1. The City of San Bernardino hereby approves the filing of a Financin 23 Application with the Infrastructure Bank for the Project; and in connection therewit 24 certifies: 25 a. the Project is consistent with the General Plan of both the City of San Bernardin . and the County of San Bernardino; S/'J 110' R~ \. c.. -1- OSlZI/O[ revisded HUB C A Applicalion . ( c: 2 3 4 5 6 7 8 9 10 11 12 13 (:14 15 1111 16 1111 17 1111 18 1111 19 1111 20 1111 21 1111 22 1111 23 1111 24 1111 25 1111 -""" 1111 "...."" approval. 1111 1111 1111 b. the proposed financing is appropriate for the Project; c. the Project facilitates effective and efficient use of existing and future publi resources so as to promote both economic development and conservation 0 natural resources. d. the Project develops and enhances public infrastructure in a manner that wil attract, create, and sustain long-term employment opportunities; and e. the Project is consistent with the Infrastructure Bank's Criteria, Priorities an Guidelines for the Infrastructure State Revolving Fund Program. Section 2. This resolution shall become effective immediately upon adoption an -2- 05121101 revisdcd HUB CA Applic;l.Iion 8 held on the day of 9 Council Members: Aves 10 ESTRADA LIEN 11 MCGINNIS 12 SCHNETZ 13 C~4 SUAREZ ANDERSON 15 MC CAMMACK 16 t 1 (;2 1-' \ ....'" 3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING SUBMISSION OF THE APPLICATION TO THE CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK FOR FINANCING OF THE HARRIMAN PLACE IMPROVEMENT PROJECT AND APPROVING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH 4 5 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 7 Common Council of the City of San Bernardino at a meeting thereof, , 2001, by the following vote to wit: Navs Abstain Absent 17 Rachel G. Clark, City Clerk 18 19 The foregoing resolution is hereby approved this day of ,2001. 20 21 22 Judith Valles, Mayor City of San Bernardino Approved as to form and Legal Content: 23 24 James F. Pemnan City Attorney 25 -3- OS/lIfO! revisded HUB CA Application r ( ~,.,. ~11!Il'''' 2 3 4 5 6 7 8 9 10 11 12 13 (:14 15 16 17 20 21 22 23 24 25 ~.... ...'" - rr:- ,~ ,-=-', "\ 7 \ (. ' _.' " \~) \.~~./ l ~ U RESOLUTION NUMBER: RESOLUTION OF DECLARATION OF OFFICIAL INTENT OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO TO REIMBURSE CERTAIN EXPENDITURES FOR THE HARRIMAN PLACE IMPROVEMENT PROJECT FROM PROCEEDS OF INDEBTEDNESS WHEREAS, the City of San Bernardino (the "City") intends to construct and carry out the Harriman Place Project to construct street improvements that realign the western end of Harriman Place with Laurelwood Drive at Tippecanoe Avenue (the "Project"); and WHEREAS, the City expects to pay certain expenditures (the "Reimbursement Expenditures") in connection with the Project prior to incurring indebtedness for the purpose of financing costs associated with the Project on a long-term basis; and WHEREAS, the City reasonably expects that a loan in an amount not to exceed $2,000,000 will be obtained and that certain of the proceeds of such debt obligations will be used to reimburse the Reimbursement Expenditures. NOW, THEREFORE, the Mayor and Common Council of the City of San Bernardino 18 resolve and declare as follows: 19 Section 1. It finds and determines that the foregoing recitals are true and correct. Section 2. This declaration is made solely for purposes of establishing compliance with the requirements of Section 1.150-2 of the Treasury Regulations. This declaration does not bind the City to make any expenditure, incur any indebtedness, or proceed with the Project. Section 3. The City hereby declares its official intent to use proceeds of indebtedness to reimburse itself for Reimbursement Expenditures. R~l. D 5!'JI/OI -1- 05121/01 HUB Declamlion - , 1 Section 4. This resolution of declaration of official intent shall take effect immediately c: 2 upon its adoption and approval. 5 IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII II1I IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII -2- 05m/OI HUB Declaration 3 4 6 7 8 9 10 11 12 13 C~4 15 16 17 18 19 20 21 22 23 24 25 l""''''''' 'iI"" 1"'" "", 2 RESOLUTION OF DECLARATION OF OFFICIAL INTENT OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO TO REIMBURSE CERTAIN EXPENDITURES FOR THE HARRIMAN PLACE IMPROVEMENT PROJECT FROM PROCEEDS OF INDEBTEDNESS 3 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 5 and Common Council of the City of San Bernardino at a 6 thereof, held on the day of 7 Council Members: Ayes Nays 8 ESTRADA LIEN 9 MCGINNIS 10 SCHNETZ 11 SUAREZ 12 ANDERSON 13 MC CAMMACK C:14 15 16 c: meeting ,2001, by the following vote to wit: 17 The foregoing resolution is hereby approved this 18 19 20 21 Approved as to form and Legal Content: 22 James F. Penman City Attorney 23 24 25 Abstain Absent Rachel G. Clark, City Clerk day of , 2001. /" Judith Valles, Mayor City of San Bernardino -3- OS/21/01 HUB Declaration r t"". "", 1""' ,"" I...... 10.... 511'iJI . SB2001 28 - E~'~..~",? '_J . U 1 RESOLUTION NO. 2 3 4 5 6 7 8 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO MAKING CERTAIN FINDINGS AND DETERMINATIONS AND APPROVING THE FORM OF AN AUTHORIZING THE EXECUTION OF THE HARRIMAN PLACE IMPROVEMENT PROJECT ACQUISITION, CONSTRUCTION AND FINANCING AGREEMENT AND REQUESTING THE MAYOR AND COMMON COUNCIL TO APPROVE SAID AGREEMENT (HARRIMAN PLACE IMPROVEMENT PROJECT) 9 WHEREAS, the Mayor and Common Council of the City of San Bernardino (the "City") 10 has adopted its Resolution entitled: 11 12 13 "RESOLUTION OF THE CITY OF SAN BERNARDINO CERTIFYING THE ENVIRONMENTAL IMPACT REPORT, ADOPTING THE MITIGATION MONITORING PLAN, ADOPTING GENERAL PLAN AMENDMENT NO. 01- 01 FOR THE HUB PROJECT"; and 14 WHEREAS, Final Environmental Impact Report (the "FEIR") as certified by the Mayor 15 and Common Council in the Resolution as referenced in the preceding paragraph analysis the potential impact on the environment on an element of the "HUB Project", which is described in 16 the FEIR as the "Harriman Place Extension"; and 17 WHEREAS, the acquisition, construction and financing of the Harriman Place Extension 18 shall implement the circulation element of the City's general plan, benefits the Tri-Cities Redevelopment Project of the City and benefits the redevelopment project area of the Inland 19 Valley Redevelopment Project Area;. 20 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, DOES HEREBY FIND, DETERMINE AND 21 RESOLVE AS FOLLOWS: 22 Section 1. The Commission hereby acknowledges receipt of a proposed agreement 23 entitled "Harriman Place Improvement Project Acquisition, Construction and Financing Agreement" (the "Agreement") dated as of May 21, 2001, by and between the City of San 24 Bernardino and the Redevelopment Agency of the City of San Bernardino (the "Agency") in the 25 form attached hereto as Exhibit "A". 26 m 4567,1 1 R3l - E.. 5/:1 1/01 . i 1 "......' '"-, 2 3 4 5 6 7 8 9 10 11 12 ,.. \0,... ;-'''- ....... - Section 2. The Commission hereby incorporates by this reference the text of the resolution referenced in the recitals, above. The Commission hereby finds and determines that approval and implementation of the Agreement is within the scope of the project analyzed in the FElR. Section 3. The Commission hereby finds and determines that the acquisition, construction and financing of the Harriman Place hnprovement Project as described in the Agreement benefits the Tri-Cities Redevelopment Project and the Inland Valley Redevelopment Project Area and shall assist in the elimination of blight in each such redevelopment project area. The Commission further acknowledges that the Agency's obligation under the Agreement to incur costs for the acquisition of the "Street Parcels" in excess of the $900,000 in funds as may hereafter be disbursed to the Agency by the City for such purposes under the Agreement, shall be an indebtedness incurred by the Agency in connection with the Street Parcels, pursuant to Health and Safety Code Section 33445. Section 4. The Commission hereby approves the Agreement in the form as submitted at the meeting at which this Resolution is adopted. The Chairperson of the Commission and the Agency Secretary are hereby authorized and directed to execute the Agreement on behalf of the Agency together with such technical and conforming changes as may be recommended by the Executive Director and Agency Counsel. - ,..01..... RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE 2 CITY OF SAN BERNARDINO MAKING CERTAIN FINDINGS AND DETERMINATIONS AND APPROVING THE FORM OF AN AUTHORIZING THE 3 EXECUTION OF THE HARRIMAN PLACE IMPROVEMENT PROJECT ACQUISITION, CONSTRUCTION AND FINANCING AGREEMENT AND 4 REQUESTING THE MAYOR AND COMMON COUNCIL TO APPROVE SAID 5 AGREEMENT (HARRIMAN PLACE IMPROVEMENT PROJECT) .....' 6 Section 5. This Resolution shall take effect upon adoption. 7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 8 Development Commission of the City of San Bernardino at a meeting thereof, held on the day of , 2001, by the following vote, to wit: 9 Commission 10 ESTRADA LIEN 11 McGINNIS 12 SCHNETZ SUAREZ 13 ANDERSON McCAMMACK AYES NAYS ABST AlN ABSENT c: 14 15 16 17 18 Secretary The foregoing Resolution is hereby approved this _ day of ,2001. 19 20 21 22 23 24 By: 25 26 /'" 5/1'JJ.. . m 10",.. SB2OO1 4567,1 28 Judith Valles, Chairperson Community Development Commission of the City of San Bernardino 3 . ,- .....' c: c: 1 STATE OF CALIFORNIA ) 2 COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO ) 3 I, Secretary of the Community Development 4 Commission of the City of San Bernardino, DO HEREBY CERTIFY that the foregoing and 5 attached copy of Community Development Commission of the City of San Bernardino Resolution No. is a full, true and correct copy of that now on file in this office. 6 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official 7 seal of the Community Development Commission ofthe City of San Bernardino this day 8 of ,2001. 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Secretary of the Community Development Commission of the City of San Bernardino 5116lth. m SB2001 4567,1 28 4 c: <: ",,,, , ,... Sit 'JJt ' SB2001 28 ~rr..\ ~. ~V \, /. ,---.-/ , '~ LJ RESOLUTION NO. 2 3 4 5 6 7 8 9 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO MAKING FINDINGS AND DETERMINATIONS AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF THE HARRIMAN PLACE IMPROVEMENT PROJECT ACQUISITION, CONSTRUCTION AND FINANCING AGREEMENT AND REQUESTING THE MAYOR AND COMMON COUNCIL TO APPROVE SAID AGREEMENT (HARRIMAN PLACE IMPROVEMENT PROJECT) WHEREAS, the Mayor and Common Council ofthe City of San Bernardino (the "City") 10 has adopted its Resolution entitled: II 12 13 "RESOLUTION OF THE CITY OF SAN BERNARDINO CERTIFYING THE ENVIRONMENTAL IMPACT REPORT, ADOPTING THE MITIGATION MONITORING PLAN, ADOPTING GENERAL PLAN AMENDMENT NO. 01-01 FOR THE HUB PROJECT"; and 14 WHEREAS, Final Environmental Impact Report (the "FEIR") as certified by the Mayor 1 5 and Common Council in the Resolution as referenced in the preceding paragraph analysis the potential impact on the environment on an element of the "HUB Project", which is described in 1 6 the FEIR as the "Harriman Place Extension"; and 17 WHEREAS, the acquisition, construction and financing ofthe Harriman Place Extension shall implement the circulation element of the City's general plan, benefits the Tri-Cities 18 Redevelopment Project of the City and benefits the redevelopment project area of the Inland 19 Valley Redevelopment Project Area;, 20 21 NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, DO HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS: 22 Section 1. The Common Council hereby acknowledges receipt of a proposed 23 agreement entitled "Harriman Place Improvement Project Acquisition, Construction and Financing Agreement" (the "Agreement") dated as of May 21,2001, in the form attached hereto 24 as Exhibit "A", 25 Section 2. The Common Council hereby incorporates by this reference the text of the 26 resolution referenced in the recitals, above. The Common Council hereby finds and determines m 4545,1 1 R'O\ - F 5/;).\/0\ 1 1"" \,.", 2 3 4 5 6 7 8 9 10 11 12 13 <: '-' 1"..... that approval and implementation ofthe Agreement is within the scope of the project analyzed in the FElR. The Planning Division is hereby authorized and directed to include the approval of the Agreement as set forth herein within the scope of the project described in the Notice of Determination referenced in Section VII of the resolution referenced in the recitals, above. Section 3. The Common Council hereby finds and determines that the acquisition, construction and financing of the Harriman Place Improvement Project as described in the Agreement benefits the Tri-Cities Redevelopment Project and the Inland Valley Redevelopment Project Area and shall assist in the elimination of blight in each such redevelopment project area. The Mayor and Common Council further acknowledge that the Agency's obligation under the Agreement to incur costs for the acquisition of the "Street Parcels" in excess ofthe $900,000 in funds as may hereafter be disbursed to the Agency by the City for such purposes under the Agreement, shall be an indebtedness incurred by the Agency in connection with the Street Parcels. Pursuant to Health and Safety Code Section 33445 the Common Council hereby consents to the Agency incurring such indebtedness for the Project. Section 4. The Common Council hereby approves the Agreement in the form as submitted at the meeting at which this Resolution is adopted. The Mayor and City Clerk are hereby authorized and directed to execute the Agreement on behalf ofthe City together with such technical and conforming changes as may be recommended by the City Administrator and City Attorney. ("" \"", c: -,.~, "-... 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN 2 BERNARDINO MAKING FINDINGS AND DETERMINATIONS AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF THE HARRIMAN 3 PLACE IMPROVEMENT PROJECT ACQUISITION, CONSTRUCTION AND FINANCING AGREEMENT AND REQUESTING THE MAYOR AND COMMON 4 COUNCIL TO APPROVE SAID AGREEMENT (HARRIMAN PLACE IMPROVEMENT 5 PROJECT) 6 Section 5. This Resolution shall take effect upon adoption. 7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 8 Common Council of the City of San Bernardino at a meeting thereof, held on the day of ,2001, by the following vote, to wit: 9 Commission ABSTAIN ABSENT AYES NAYS 10 ESTRADA LIEN II McGINNIS 12 SCHNETZ SUAREZ 13 ANDERSON McCAMMACK I4 15 1G 17 18 19 20 City Clerk The foregoing Resolution is hereby approved this _ day of ,2001. Judith Valles, Mayor City of San Bernardino 21 Approved as to form 22 and legal content: 23 24 25 26 S/I6lift . SB2001 28 m 4545,1 3 c: 4 5 6 i 8 9 10 11 12 13 <: 14 15 J(j - STATE OF CALIFORNIA ) 2 COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO ) 3 I, City Clerk of the City of San Bernardino, DO HEREBY CERTIFY that the foregoing and attached copy of Mayor and Common Council of the City of San Bernardino Resolution No. is a full, true and correct copy ofthat now on file in this office. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Mayor and Common Council of the City of San Bernardino this day of ,2001. City Clerk Ii 18 19 20 21 22 23 24 25 26 ,,- S/I2(7t . , m ,.... 5B2oo 1 4545.1 4 28 SUMMARY REPORT PURSUANT TO SECTION 33433 OF THE CALIFORNIA COMMUNITY REDEVELOPMENT LAW ONA DISPOSITION AND DEVELOPMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND SBT PARTNERS, LLC INTRODUCTION The following Summary Report has been prepared pursuant to Section 33433 of the California Health and Safety Code. The report sets forth certain details of the proposed Disposition and Development Agreement (Agreement) between the Redevelopment Agency of the City of San Bernardino ("Agency") and SBT Partners, LLC, ("Developer"). The Agreement between the Agency and the Developer is for the development of a 24.5-acre site, which is located within the Inland Valley Redevelopment Project Area. The Developer proposes to develop a power center project, which includes commercial space totaling 268,600 square feet. The Developer's improvements on the proposed site will be developed in two (2) phases. The Phase I development project will be situated on approximately 17.66 acres and will include approximately 198,600 gross square feet of commercial space. Phase II entails the development of approximately 70,000 gross square feet of commercial space on about 6.84 acres of land. This Summary Report is based upon information contained within the Agreement, and is organized into the following seven sections: I. Salient Points of the Aareement: This section includes a description of the Project, and the major responsibilities imposed on the Developer and the Agency by the Agreement. II. Cost of the Aareement to the Aaencv: This section details the total net cost to the Agency associated with implementing the Agreement. III. Estimated Value of the Interests to be Conveved Determined at the Hiahest Use Permitted Under the Redevelooment Plan: This section estimates the value of the interests to be conveyed determined at the highest use permitted under the existing zoning, and the requirements imposed by the Inland Valley Redevelopment Plan ("Redevelopment Plan"). 0105009.SNB:JAR:WDL:gbd 19020.001.007105/07/01 N. Estimated Reuse Value of the Interests to be Conveved: This section summarizes the valuation estimate for the Site based on the required use, and with the conditions and covenants required by the Agreement. V. Consideration Received and Comparison with Established Fair Reuse Value: This section describes the compensation to be received by the Agency, and explains any difference between the compensation to be received and the established fair reuse value of the Site. VI. Bliaht Elimination: This section describes the existing blighting conditions on the Development Site, and explains how the Agreement will assist in alleviating the blighting influence. VII. Conformance with the AB1290 Implementation Plan: This section describes how the Agreement achieves goals identified in the Agency's adopted AS 1290 Implementation Plan. This report and the Agreement are to be made available for public inspection prior to the approval of the Agreement. I. SALIENT POINTS OF THE AGREEMENT The Agreement provides for construction of a commercial retail project, which includes two major commercial retail buildings as well as inline commercial retail space all totaling 198,600 square feet. A. Project Description The Developer intends to cause the development of Phase I of a commercial retail project, which includes over 198,600 square feet of space. The Project entails the development two major commercial retail buildings as well as inline commercial retail space. B. Developer Responsibilities The Agreement requires the Developer to complete the following activities: 1. The Developer shall purchase the Phase I Site from the Agency in the amount of $3,476,128. 2 0105009.SNB:JAR:WDl:gbd 19020.001.007105107101 - 2. The Developer shall demolish the existing residential units on the Site. 3. The Developer shall pay to the Agency the Harriman Street Charge at the times and in the amount provided in Section 2.12 of the DDA. 4. The Developer shall cause the Phase I project improvements to be constructed on the Phase I Site, C. City and Agency Responsibilities Under the Agreement, the Agency must complete or cause the following activities: 1. The Agency shall exercise its best efforts to assemble the Site Parcels for the Phase I Site in cooperation with the Inland Valley Development Agency (IVDA), if necessary. 2. The Agency shall transfer the Phase I Site to the Developer. 3. The Agency shall cause the Harriman Street project to be constructed and installed. II. COST OF THE AGREEMENT TO THE AGENCY The Agency costs to implement the Agreement entails the costs to acquire the Phase I Site. IVDA is not obligated to contribute to any cost of the Project. Thus, all costs to implement the Agreement will be payable by the Agency, and shall include the acquisition of parcels for Harriman Street and relocation assistance. The revenues that will be received by the Agency to defray the implementation costs of Phase I consist of the Harriman Street charge and Developer land payment. The net cost of the Agreement to the Agency for Phase I is estimated at $3,493,900 as shown below: Agency Costs - Phase I Land Acquisition Cost - Phase I Site including Comer Parcel Land Acquisition Cost - Harriman Street Relocation Assistance Total Agency Cost (less): Harriman Street charge (less): Developer land Payment to Agency Net Cost to AQencv - Phase I $5,540,000 1,400,000 1,130,000 $8,070,000 (1,100,000) (3,476,100) $3,493,900 3 0'05009.SNB:JAR:WDL:gbd 19020.00' .00710510710' - The Agency costs to implement the Agreement entails the costs to acquire the Phase II Site. Additional costs to the Agency include relocation assistance and miscellaneous costs. The revenues that will be received by the Agency to defray the implementation costs of Phase II consist of the Harriman Street charge and Developer land payment and the by the Project. The net cost of the Agreement to the Agency is estimated at $2,027,740 as shown below: Agency Costs - Phase II Land Acquisition Cost - Phase II Site Relocation Assistance Miscellaneous Costs Total Agency Cost (Less): Developer Land Payment to Agency Net Cost to AQency - Phase II $2,070,000 680,000 200,000 $2,950,000 (922,260) $2,027,740 The total net cost to the Agency of implementing Phases I and II is $5,521,640. Under terms of the formation of the Project Area, the City of San Bernardino receives a portion of the tax increment from the Inland Valley Development Agency. Further, at present the Agency receives no tax increment from the land on which the proposed Project is situated. The Inland Valley Development Agency and the Agency are currently having discussions regarding the allocation of a portion of tax increment from the approximately 25 acres of land on which this Project is situated. IlL ESTIMATED VALUE OF THE INTERESTS TO BE CONVEYED DETERMINED AT THE HIGHEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN Pursuant to Section 33433 of the California Health and Safety Code, this section presents an analysis of the fair market value of the subject property at the highest and best use. No specific development plan is assumed. However, the proposed use of the subject property must be consistent with the redevelopment plan and the subject property must be developed soon after the transfer of the property; Le., land speculation is not allowed. In appraisal terminology, the highest and best use can be defined as the legal use (Le., uses allowed under the redevelopment plan) that will yield the highest value to the land. Therefore, the definition of highest and best use is based solely on the value created and not on whether or nol it enhances or carries out the redevelopment goals and policies established by the City of San Bernardino Redevelopment Agency. 4 O1D5DD9.SNB:JAR:WDL:gbd 1 SD2O.001.0071D51071D1 - To arrive at the value of the Site at its highest and best use, KMA reviewed sales information for commercially zoned properties in San Bernardino and surrounding communities. Comparable sales are provided in Table 1. KMA also reviewed information with an appraiser, who is knowledgeable of land values in this particular area. KMA identified nine transactions, with sales prices ranging from $1.90 to $6.32 per square foot, with an average sale price of $3.52 per square foot of land area. The highest valued parcels, ranging in value from $5.48 per square foot to $6.32 per square foot are located in already developed areas or already have some site improvements. The lower priced retail parcels are located further from the Interstate 10 and have significantly less visibility and/or traffic. Relative to the properties identified as sales com parables, the Site due to its location adjacent to Interstate 10 with good visibility and adjacent to the Tippecanoe off ramp would warrant a price near the upper end of the range. Given its undeveloped location, it is has a lesser value than the three most expensive parcels. KMA estimates that the cleared site would have a market value of $5.00 per square foot. The above value assumes that the Agency is providing a cleared site. Under the Agreement, however, the demolition of the existing homes on the lands transferred to the Developer is the Developer's responsibility. The Agency is responsible for demolition costs within portions of the Site affected by the new Harriman Street improvements. The Phase I parcel is 769,386 square feet and has a fair market value of $3,846,900. Demolition of the existing residential units on lands transferred to the Developer is estimated at $370,800 for the Phase I parcel. This amount is a deduction from the market price so that the Phase I parcel has a market value, as-is, of $3,476,1 DO, or approximately $4.51 per square foot. The same applies to the 248,292 square foot Phase II parcel. This parcel has a market value of $1,241,460. Demolition responsibilities of the Developer for these lands are estimated at $319,200, so this parcel has an as-is value of $922,260 or $3.71 per square foot. IV. ESTIMATED REUSE VALUE OF THE INTERESTS TO BE CONVEYED In a report dated May 7,2001, KMA presented a reuse valuation analysis of the Project. That analysis concluded that given the terms and restrictions required by the Agreement, the reuse value for the 769,386 square foot Phase I Site is equal to $3,443,000, or $4.48 per square foot. v. CONSIDERATION RECEIVED AND COMPARISON WITH THE FAIR REUSE VALUE The Agreement requires the Agency to convey the Phase I Site to the Developer at a cost of $3,476,128. As previously mentioned, the KMA analysis concluded that the Agency land 5 D105D09.SNB:JAR:WDL:gbd 1902D.OO1.l107105107101 - supports a reuse land value of approximately $3,443,000. Under the Agreement the consideration to be received by the Agency is somewhat greater than the established fair reuse value. More importantly the Phase I parcel is being conveyed for fair market value. Under the Agreement, the Phase II parcel will also be conveyed at its current fair market value if Developer elects to purchase the Phase II parcel within 18 months of the execution of the Agreement If Developer elects to purchase the Phase II parcel after 18 months but before 60 months from the execution of the Agreement, then Developer shall purchase the site for the then current fair market value increased by any increases in Agency acquisition costs. VI. BLIGHT ELIMINATION The proposed Site, which will be developed as a power center is currently comprised of vacant parcels and parcels that are occupied by dilapidated residential units. Development of the proposed commercial uses on the proposed site will eliminate blight at this location by removing dilapidated housing units and replacing underutilized land with a new commercial development VII. CONFORMANCE WITH THE AB1290 IMPLEMENTATION PLAN The primary AB1290 Implementation Plan program objective for the Inland Valley Project Area is to eliminate conditions, which negatively impact economic development of the community by acquiring, removing, and rehabilitating properties designated as deficient, deteriorated or dilapidated. To that end, the Agency plans to convey to the Developer a 24.S-acre site for commercial development This Project, which will provide a needed new commercial development and the subsequent generation sales tax revenues within the redevelopment project area, conforms with the Implementation Plan, and will achieve goals specifically defined in the Implementation Plan. . 6 0105009.SNB:JAR:WDl:gbd 1902D.ool.007105I07101 - ~rtlS ::ta t , 5! l! ;; j I i ~ 'E ii j '5 ~ ! ~ 'II !l I I ~ !l 1; 'll ~ ! ~ :ll Ii ~ I I E I ! I ! ! ... S !l S ... J s !i l !i :g ~ c c ~ ~ ~ ~ ~ OJ OJ J: l~ 1ii !:! :!! :;! ~ l;; 5! t:l ~ oj 1:t oj 1:t <ri oj ;; <ri on .. .. .. .. .. .. I 8 8 8 8 8 8 8 0 8 o. on 8 on .,- 8" 8" or .,- 0 Ii ~ ... u; . ... '" '" '" '" '"l <0 .. '" ;; .. .. ;; .. .. .. .. .. i!i 0 ;\ '" 8 0 m Iii 0 d !~ "' m. III on '" '" on ... '" ~ .; ..; ai m or ,..: .,- ai ,..: ~ ill ... N on '" '" . ; '" . '" '" ; I ~ i II! i ~ , 8l ~ j{ '5 c S .!! , " " " , , , , t ... "1 ~ ~ ~ ~ :t ~ :J; ~ .Ii 5 0 0 ~ &! :i! "l! rlJ ~ ! '5 ,! "l!~ nl I il! -,S I ! ! ~g I~ !cs h 1CS I ) '58. 0 on t ttil Z I~ N j ~i 5.. l .. i~ ~o '15 . h ~ h ~g1 n ~I 1=1 ~CS ~h "'zo ~I c:>'l! U lCS U "I ~D::z 1;J ~J ;; '5 . o.l t O~i5 il! $: . ~f Iii Oz'" h ..! :! i"'e ...... I! I! I! II wi 'i -'",Z ~'" ~'" ~clll >..:..: ~ ....'" ~lL l/)lL lD-- .. "'0" 'il~ -' o m il gt, Ii m z~z ~ N ... .. on .. .. .. .. ~ ..-.. ,fe~ -'0'" - THE HUB POWER CENTER SITE REUSE ANALYSIS Prepared for: CITY OF SAN BERNARDINO Prepared by: Keyser Marston Associates, Inc. MAY 2001 - THE HUB POWER CENTER SITE REUSE ANALYSIS Prepared for: CITY OF SAN BERNARDINO MAY 2001 Prepared by: Keyser Marston Associates, Inc. 500 South Grand Avenue, Suite 1480 Los Angeles, California 90071 1660 Hotel Circle North, Suite 716 San Diego, California 92108 Golden Gateway Commons 55 Pacific Avenue Mall San Francisco, California 94111 - KEYSER MARSTON ASSOCIATES INC. ADVISORS IN: REAL ESTATE REDEVELOPMENT AFFORDABLE HOUSING ECONOMIC DEVELOPMENT FISCAL IMPACT INFRASTRUCTURE FINANCE V ALVA TION AND LITIGATION SUPPORT soo SOUTH GRAND AVENUE. SUITE 1480 Los ANGELES, CALIFORNIA 90071 PHONE: 213/622-8095 FAX; 213/622-5204 May 7,2001 Los Angeles Calvin E. Hollis. II Kathleen H. Head James A. Rabe Paul C. Anderson Gregory D. Soo-Hoo John Hoeger Redevelopment Project Manager San Bernardino Redevelopment Agency 201 North "E" Street, 3rd Fir. San Bernardino, California 92401 San Diego Gerald M. Trimble Paul C. Marra Re: Hub Retail Center Reuse Analysis SAN FRANCISCO A. Jerry Keyser Timothy C. Kelly Kate Earle Funk Robert J. Wetmore Debbie M. Kern Dear Mr. Hoeger: In accordance with your request, Keyser Marston Associates, Inc. (KMA) has prepared the attached reuse analysis of the Hub retail center project being proposed by SBT Partners LLC (Developer). The analysis is based on the scope of development and restrictions contained in the Development and Disposition Agreement (DDA) between the San Bernardino Redevelopment Agency (Agency) and the Developer. California State Redevelopment Law allows the Agency to establish a land value for specific development that considers the numerous requirements imposed on the project and the Developer. Thus, the reuse value estimate is valid only if the scope of developer, quality standards, development timing, and other requirements set forth in the proposed DDA are met. In the event significant modifications are made to any terms, KMA's conclusions as to the fair reuse value would no longer be valid. The value determined as being fair compensation for the land being sold to the Developer is based on the estimated project costs, projected revenues, and the anticipated financing sources. This analysis leads KMA to conclude that the parcel that comprises the Phase I site (Site) to be conveyed to the Developer has a value of $3,443,000. KMA appreciates this opportunity to assist you and will be happy to answer any questions that arise. Sincerely, 1(. SER~ MAS~SSOCIATES, INC. .~Y..-0 ~ ----- James A. abe L~( f~&' Walter D. Lauderdale - TABLE OF CONTENTS Page I. SUMMARY OF SALIENT FACTORS AND CONDITIONS......................................................"............ 1 A ASSIGNMENT ....................................................................................................... ................. ................ 1 B. PROJECT DESCRIPTION ......................................................................................................................... 1 C. LOCATION ................... .......................................................................................................................... 2 D. LAND AREA...........................................................................................................................................2 E. ZONING ................................................................................................................................................2 F. REUSE CONDITIONS ........................... ........ ... ........................................................................................ 2 1. Developer Responsibilities ............................................................................................................. 3 2. City and Agency's Responsibilities................................................................................................. 3 G, DATE OF VALUATION .............................................................................................................................3 H. FINAL ESTIMATE OF VALUE ........................................................................... ......................................... 3 II. NATURE OF THE ASSIGNMENT .........................................................................................................4 A PURPOSE OF THE ANALYSIS ................................................................................... ............................... 4 B. DEFINITION - REUSE VALUE... ... ........................................... ............. ................ ..................................... 4 C. RIGHT TO BE VALUED ......... ................................................................................. .................... .............. 5 III. DESCRIPTION OF THE SITE AND PROPOSED DEVELOPMENT..................................................... 6 A DESCRIPTION OF THE SiTE......... ... ........................................ ...... ............................ ...............................6 1. Ownership....................................................................................................................................... 6 2. Land Area ....................................................................................................................................... 6 3. Regional Access ............................................................................................................................. 6 4. Site Description............................................................................................................................... 6 B. DESCRIPTION OF IMPROVEMENTS .......................................... .......... ............................ ...... ....................6 IV. V ALUA TION........................................................................................................................................... 7 A PROPOSED PROJECT ............................................................................................................................7 1. Development Cost Estimate ........................................................................................................... 8 2. Net Operating Income Estimate .......,.............................................................................................9 3. Fair Reuse Value ............................................................................................................................ 9 V. CONCLUSIONS AND LIMITING CONDITIONS.................................................................................. 10 A CONCLUSION ...................................................................................................................................... 10 B. STATEMENT OF LIMITING CONDITIONS AND AsSUMPTIONS..................................................................... 10 VI. CERTIFICATION ................................................,..............,..,..,..............,..................,..........................11 The Hub Retail Center Reuse Analysis San Bernardino Redevelopment Agency May 7, 2001 Page I 0105011.SBN:JAR:WDL:abcI I. SUMMARY OF SALIENT FACTORS AND CONDITIONS A. Assignment Keyser Marston Associates, Inc. (KMA) has been retained to estimate the fair reuse value of a proposed power center project to be developed at the northwest corner of the intersection of Tippecanoe and the Interstate 10 Freeway in the City of San Bernardino, California. The Project site, which is comprised of approximately 24.5 acres of land, is located within the Inland Valley Redevelopment Project Area. SBT Partners, LLC (Developer) propose to develop a power center project, which includes commercial space totaling 268,600 square feet. The Developer's improvements on the proposed site will be developed in two (2) phases. The Phase I development project will be situated on approximately 17.66 acres and will include approximately 198,600 gross square feet of commercial space. Phase II entails the development of approximately 70,000 gross square feet of commercial space on about 6.84 acres of land. B. Project Description This evaluation is an assessment of the Phase I development proposal only. Forthe purposes of this analysis, Keyser Marston Associates, Inc. (KMA) has assumed that the Phase I will consist of the following: Major 1 Soft Goods Electronics Soft Goods General Retail Retail C Retail Shops Retail B Retail Shops 130,400 Sq.Ft. 20,000 Sq.Ft. 8,400 Sq.Ft. 10,000 Sq.Ft. 6,600 Sq.Ft. 10,000 Sq.Ft. 10.000 Sa.Ft. Total Retail Space 195,400 Sq.Ft. The Hub Retail Center Reuse Analysis San Bemardino Redevelopment Agency May 7, 2001 Page 1 0105011.SBN:JAR:\NDL:gbd 19D20.001.D07<<JSJ074J1 - The Developer intends to cause the development of a commercial project, which includes 195,400 gross square feet of space. The Project entails the development two major commercial retail buildings as well as in line commercial retail space. C. Location In an effort to rehabilitate areas of San Bernardino, the City of San Bernardino (City) and the Redevelopment Agency of the City of San Bernardino (Agency) created the Inland Valley Redevelopment Project Area (Area). The Area is part of the Inland Valley Development Agency, which is a joint powers authority created by several of the jurisdictions around the closed Norton Air Force Base. Located within the Area is the project site (Site), which generally is bounded by Harriman Street on the north, Tippecanoe Avenue on the east, and the San Bernardino Freeway (1-10) on the south and a retail project on the west. D. Land Area The Phase I development site is approximately 769,386 square feet (17.66 acres) in size. The land site is comprised of numerous parcels under a variety of ownership. This Site includes the lands located to the south of the new public street alignment of Harriman Street. The Agency shall transfer the Site to the Developer at the close of the Site Transfer Escrow. E. Zoning The Site is currently zoned General Commercial (CG-1). F. Reuse Conditions The property is subject to a wide range of land use and quality controls that govern both the initial development and ongoing maintenance of the property. These controlsl conditions are defined in the proposed Disposition and Development Agreement (DDA). Insofar as this reuse analysis is concerned, the following provides a summary of the salient conditions that impact the value of the land. The Hub Retail Center Reuse Analysis San Bemardino Redevelopment Agency May 7,2001 Page 2 01D5D11.S8N:JAR:WOl:gbd 19020.DD1.0074l&'D7JD1 - - 1. Developer Responsibilities Under the terms of the DDA, the Developer agrees to accept the following responsibilities: 1. The Developer shall purchase the Phase I Site from the Agency in the amount of $3,476,128. 2. The Developer shall demolish the existing residential units on the Site. 3. The Developer shall pay to the Agency the Harriman Street Charge at the times and in the amount provided in Section 2.12 of the DDA. 4. The Developer shall cause the Phase I project improvements to be constructed on the Phase I Site. 2. City and Agency's Responsibilities Under the terms of the DDA, the City and Agency agree to accept the following responsibilities: 1. The Agency shall exercise its best efforts to assemble the Site Parcels for the Phase I Site. 2. The Agency shall transfer the Phase I Site to the Developer. 3. The Agency shall cause the Harriman Street Project to be constructed and installed. G. Date of Valuation May 2, 2001 H. Final Estimate of Value The fair reuse value of the land for Phase I is $3,443,000. The Hub Retail Center Reuse Analysis San Bemardino Redevelopment Agency May 7, 2001 Page 3 0105011.S8N:JARWOl.:gbd 19020.001.rJ.r1I05K11KJ1 - II, NATURE OF THE ASSIGNMENT A, Purpose of the Analysis The purpose of this analysis is to determine the fair reuse value of the parcel of land to be sold by the Agency for the commercial development. The establishment of the reuse value takes into consideration the controls and restrictions embodied in the proposed DDA entered into by the Developer and the Agency. Fundamental to this analysis is the fact that the Site is being transferred for development and not for land speculation. The DDA restricts, among other things, both the scope of development and the time frame under which development must proceed. B. Definition - Reuse Value Reuse value is defined as the highest price, in terms of money, which a property is expected to bring to a specific use in a competitive and open market under the reuse conditions established by the buyer and seller, each acting prudently, knowledgeably, and assuming the price is not affected by undue stimulus. Also, essential to an estimate of a fair reuse value is the notion that the Agency is interested in near-term development and not speculation. Implicit in this definition is the consummation of a transfer as of a specified date and the passing of title from seller to buyer under conditions whereby: 1. Both parties are well informed and well advised and each, acting prudently in what he/she considers his/her own best interest. 2. The property will be assembled and cleared in a reasonable time. 3. Financing, if any, is on terms generally available in the community for the use proposed at the date the property is ready for construction. The reuse value represents a nonnal consideration for the property purchased, unaffected by special financing amounts and/or tenns, services, fees, costs, or credits incurred in the financing transaction. 4. The definition of reuse value is further augmented due to certain conditions imposed by the Agency and assumptions, as follows: a. The transferor is a public agency having definite controls over the development. Due to the complexity of the overall plan of development, the Developer of the land parcel must contend with a series of regulations The Hub Retail Center Reuse Analysis May 7, 2001 San Bemardino Redevelopment Agency Page 4 0105011.SBN:JARWOL:gbcI 19Q20.OD1.007JD5107J01 and controls that are not common in the conventional real estate market. The Agency will maintain a continuing review with respect to the ability of the Developer to perform within the prescribed time frame and quality conditions. b. The Developer, like the Agency, is unique in the real estate market. Due to the various development requirements and time restrictions imposed by the development program, the potential Developers are limited to individuals or organizations with substantial development experience, financial resources, and the ability to develop a first class project. In addition, in order to appeal to the limited market of potential Developers, not land speculators, market value must be equated to the maximum price the potential Developer is warranted in paying, based upon risk and required investment retums. c. The development plan imposes extraordinary development restrictions and/or requirements. Accordingly, the market value must reflect the advantages created by the Project, as well as the requirements and limitations on land uses to be imposed on the Developer by the public agency. C. Right to be Valued The property to be transferred has been valued using the comparable sales technique and the DDA requirements, free and clear of all other encumberances, special assessments and liens. The Hub Retail Center Reuse Analysis San Bemardino Redevelopment Agency May 7, 2001 Page 5 0105011 .SBN:JAR:'NDl:gbd 19020,OO1.007.os.mm1 III. DESCRIPTION OF THE SITE AND PROPOSED DEVELOPMENT A. Description of the Site 1. Ownership The Phase I site is comprised of approximately 765,349 square feet of land. The land site is comprised of numerous parcels under a variety of ownership. The Developer shall provide to the Agency $3,476,128 to purchase the property. The Agency shall transfer the Site to the Developer at the close of the Site Transfer Escrow. 2. Land Area The Phase I site is approximately 769,386 square feet (17.66 acres) in size. 3. Regional Access Tippecanoe Avenue is a major thoroughfare in the region and provides direct access to the Site. The San Bernardino Freeway is located less than one mile south of the Site. 4. Site Description The subject property is generally is bounded by Harriman Street on the north, Tippecanoe Avenue on the west, and the San Bemardino Freeway (1-10) on the south and on the east. There are improvements currently located on the Site. These improvements will be purchased and then cleared from the Site. It is anticipated that tenants would be relocated in accordance to a Relocation Plan as approved by the governing board of the agency and other applicable law. B, Description of Improvements For the purposes of this analysis, it is assumed that the project will consist of the following: Major Soft Goods Electronics Soft Goods General Retail Retail C Retail Shops Retail B Retail Shops Total Office/Retail Space 130,400 Sq.Ft. 20,000 Sq.Ft. 8,400 Sq.Ft. 10,000 Sq.Ft. 6,600 Sq.Ft. 10,000 Sq.Ft. 10.000 Sa.Ft. 195,400 Sq.ft. The Hub Retail Center Reuse Analysis San Bemardino Redevelopment Agency 010501 1.SBN:JAR:'WDLgbd 19Q20.QD1.007.1JMJ7'o1 May 7, 2001 Page 6 - IV. VALUATION The valuation of real estate is derived principally through three approaches to market value: the cost approach, the income approach, and the market data comparison approach. From the indications of these separate analyses, an opinion of value is reached, based on the quantity and quality of the factual data considered, and tempered by the judgment and experience of the analyst who is utilizing commonly accepted methods and techniques within the framework of the valuation process. Because this analysis is for the valuation of the parcel of land without the proposed improvements, the cost approach is not applicable. Income properties are normally valued relative to their ability to produce income. For the purpose of determining the reuse value of the subject parcel, the value of the land can be defined as the difference between the development cost of the Project, excluding land, and the total amount the Developer (or investor) can invest such as to achieve a market rate return. The amount the Developer can invest is based upon the cost and income of the Project and the present (and anticipated) money market conditions impacting such factors as the cost of mortgage funds and required minimum rates of return. The market data comparison approach to value is based upon the principle of substitution; that is, when a property is replaceable in the market, its value tends to be set at the cost of acquiring an equally desirable substitute property, assuming no costly delay in making the substitution. The typical technique used to estimate value through substitution involves the collection and analysis of sales and listings data on various properties having many similar characteristics to the property being appraised. In this instance, the development of the subject parcel is being limited to commercial retail uses, and the Project is subject to extraordinary conditions. As such, the use of the market data comparison, Le., land sales approach is difficult to use. Few comparables exists that were sold under the same conditions as are being applied to the subject parcel. Given the specific conditions governing the sale of the subject property, primary reliance has been placed on the use of the income approach to value as summarized below. The income approach for the Project is based on a pro forma analysis of projected development costs, project income and anticipated return. A. Proposed Project Provided in Tables 1 through 3 is the pro forma analysis for the Proposed Project. The Hub Retail Center Reuse Analysis May 7, 2001 San Bemardino Redevelopment Agency Page 7 01050'1,S8N:JAR:VtIDl:gbd 19020.001.0071t15m1D1 1, Development Cost Estimate The estimated development costs for the Project are shown in Table 1. Acauisition Costs 1. The proposed development Site is approximately 769,386 square feet in size. For this reuse valuation, no acquisition costs are assumed. Direct Costs 1, There is an off-site improvements allowance of $1.10 million. 2. Demolition costs for the Site are estimated at $370,800. 3. Total site-work costs are estimated at over $2.20 million (or $3.00 per square foot). 4. There is a $2.3 million reimbursement allowance to the Developer from its Major tenant for on-site and off-site costs. 5. Shell costs are for the various retail components are estimated at $50 per square foot, $45 per square foot and $40 per square foot. Tenant improvement allowance were estimated using assumptions of $5.00 and $10.00 per square foot of retail space. The major tenant will build its own building. I ndirect Costs 1. The majority of the indirect costs are estimated as a percentage of direct costs or as an allowance. 2. Entitlements, permits & fees are estimated at $4.42 per square foot, $287,300. 3. Leasing commissions are estimated at $5.00 per square foot, $977,000. Financina Costs Assuming the Project supports a loan value of $11.8 million, the total interest costs at a blended rate of 10.25% are $728,000 and the loan fee at 3.25 points is $385,000. Total financing costs are estimated at $1.1 million. The Hub Retail Center Reuse Analysis San Bemardino Redevelopment Agency May 7, 2001 Page 8 0105011.SBN:JAR:WDl:gbd 19020.001.D07lO51071D1 - The total development costs are estimated at $8.5 million or $43 per square foot of building space. The low building value reflects the fact that the Developer is not constructing the Major tenant's building and the Major tenant is reimbursing the Developer for its share of site improvements. 2 Net Operating Income Estimate The estimated NOI for the proposed Project is shown in Table 2. Income Project revenues will be generated by the entire commercial development. The potential gross income for the project is estimated at $1.3 million. It is anticipated that the annual per square foot rents would range from $2.99 to $21.00 per square foot. A 5.0% vacancy allowance was applied to the annual gross rental income. Operatina Expenses Operating expenses relate to the ongoing costs to maintain a quality development. The operating expenses are based on a property management expense, which is set at 5.0% of the effective gross rental income and a reserve account, which is 2.0% of the effective gross rental income. Total operating expenses are $76,000. The resultant Net Operating Income (NOI) is $1,190,600. 3. Fair Reuse Value As shown in Table 3, the estimated fair reuse value was calculated utilizing the Return on Total Investment method. The return on total investment analysis considers the supportable return for the Project based on its NO!. Assuming a 10.0% return on costs is required by the Developer for a commercial project of this type, the Project can support a value of $11,9 million, From this amount, the development costs of the Project are deducted to estimate the fair reuse value. As shown in Table 3, $11.9 million value is reduced by development costs of $8,463,000 to yield a fair reuse value of $3,443,000. The Hub Retail Center Reuse Analysis San Bernardino Redevelopment Agency May 7, 2001 Page 9 010501 1 .SBN:JAR:WOL:gbcl 1902D.DD1.DD71D5tm'{)1 v. CONCLUSIONS AND LIMITING CONDITIONS A. Conclusion It is our opinion that as of May 8, 2001 fair reuse value of the Site is: Three Million Four Hundred and Forty-Three Thousand Dollars: $3,443,000 B. Statement of Limiting Conditions and Assumptions The conduct of any appraisal is necessarily guided, and its results influenced by the terms of the assignment and the assumptions, which together form the basis of the study. The following conditions and assumptions, tighter with lesser assumptions embodied in this report, constitute the framework of our analysis and conclusions. The fair reuse value is based on the assumption that both the Agency and the Developer comply with the Reuse Conditions defined in Section I of this report. It is assumed that the Site's title is good and marketable; no title search has been made. The value estimates are given without regard to any questions of title, boundaries, encumbrances or encroachments. It is assumed that all assessments, if any, are paid. We assume that the Project will be in conformance with the applicable zoning and building ordinances throughout the Project's economic life. Information provided by informed resources such as governmental agencies, financial institutions, realtors, buyers, sellers and others was weighed in the light in which it was supplied and checked by secondary means; however, no responsibility is assumed for possible misinformation. The analyst is not required to give testimony or appear in court because of having made this reuse value estimate, with reference to the property in question, unless arrangements have previously been made therefore. No one other than the undersigned prepared the analysis, conclusions and opinions that are set forth in this appraisal. The Hub Retail Center Reuse Analysis San Bemardino Redevelopment Agency May 7, 2001 Page 10 C1050'1.SBN:JAR:WOl:gbd 19C20.001.m7AlMJ7.o1 VI. CERTIFICATION We hereby certify that neither Keyser Marston Associates, Inc. nor any of its officers have any present or prospective interest in the Site; that our employment is not contingent in any way upon the value reported; that we have personally inspected the Site, and the surrounding environment; that the statements made and the information contained in this appraisal report are true, to the best of our knowledge and belief. Respectfully submitted, KEYSER MARSTON ASSOCIATES, INC. ~~~ /t~--1A. Rabe ({ j / 1i57;'/, Walter D. Lauderdale The Hub Retail Center Reuse Analysis San Bemardino Redevelopment Agency May 7, 2001 Page 11 0105D11.SBN:JAR:VllDl:gbd 1SC20.m1lKJ71D5107D1 TABlE 1 ESTIMATED DEVELOPMENT COST TIPPECANOE POWER CENTER SAN BERNARDINO. CAUFORMA L Land a_..-.- Nell8nd """"- 769,366 Sq..... Feet $0.00 ISf $0 _CnldII Allowance 0 -~ o SqtJaAl Feet $0.00 /Sf 0 769,366 $0.00 ISf $0 L tJirect C-'- SItII CadI Olf..s18Warll Allowance $1,103,000 On-S18I~ 769,366 Sq..... Feet $3.00 ISf 2,308,200 o..,.....Aitiu.. $370,800 AIIowence 370,800 R__,_A Major 1 & Pad' ($2,319,465) _nee 12 319 5001 ToI6I SItII CadI $1,<162,500 s.-. CadI Shell TI Major 1 - (gnIund _) 130,<<10 Square Feet $0.00 /Sf $0.00 /Sf SoIlGexlda 20,000 Square Feet $50.00 /Sf $10.00 /Sf 1,200,000 E_ 8,<<10 SqtJaAl Feet $40.00 ISf $10.00 ISf 420,000 SoIlGexlda 10,000 Square Feet $40.00 /Sf $10.00 /Sf 500,000 GenemI R_ 6,600 SquaAl Feet $40.00 ISf $10.00 ISf 330,000 R_C _ Shops 10,000 Square Feet $40.00 ISf $5.00 ISf 450,000 Pad B R_ Shops 10,000 SqtJare Feet $45.00 ISf $5.00 ISf 500,000 ToI6I"'~ llCadl 195,<<10 Square Feet 3,400,000 T_ DInIct Casts $4,882,800 .. 1nIIiIKt Colds A_, Engb_ng& Consulting 5.lmII DIAlCl Costs + Major Reimbursement $359,100 PennIIs & Fees $4.42 /Sf 65,000 Sf 287,300 T_, 1nsunInce, legal & Accounting 3.lmII DIAlCl Costs 145,900 1.<lIIoIng~1lIIIIdlng $5.00 /Sf 195,<<10 ffT7,000 Devel...4Ma.~ 5.lmII Direct Costs + Major Reimbursement 359,100 c....._lCf 5.lmII DIAlCl Costs + Major Reimbursement 359.100 T__Costs $2,487,$00 IV. n...d..... c-t- BuIdIng & l8nd $11,837.900 G 10.25'1(, 1m' $728,000 Clly I.aen $0 G 7.50'1(, 1m' 0 FInancing Fees (Con & Penn) 3.25 PoInIa 385,000 T_ FInmcing Costs $1,113.000 Iv. TotaI1 Dev!l~a"h.m Costs $8,483.000 I , Assumes MIjDr 1 _ fer........ & off_ COlts b88ed on percent of 1ddInga. 2 Includes DIIVII ..,_d F_ & ConstucIIan MIn8gemenI. · Assumes 1.110,.. c:onstrucllan pel10d ond 6O'l(, ...... outslancf"'ll beIlInce. Doee not Include any _ cost fer ..., Par<:ell Prepared By: K8perMlnlon _; Inc. FlIenIme:T......,.noe p""", CenIw Pro Forma- Revised 4-12; KMA R_; 51712001; KEE TABlE Z ESTIMATED NET OPERATING INCOME TIPPECANOE POWER CENTER SAN BERNARDINO. CAUFORN1A L__ MIjar 1 - (gralnI_> SoIl~ E_olla Soll_ GenonII_ R_C _ Shops Pad B R_ Shops --- 13O,<<lO Sf 20,000 Sf 8,<<lO Sf 10,000 Sf 8,800 Sf 10,000 Sf 10,000 Sf $2.99 /Sf $12.50 /Sf $13.50 ISf $13.00 /Sf $13.50 ISf $13.00 /Sf $21.00 ISf $390,200 $250,000 $113,<<lO $130,000 $89,100 $130,000 $210,000 $1,312,700 (\.Ills): Vacancy & c-. EIfedIve Gross__ 5.llO'I6 Retail Buildings ($46,100) $1,286,800 D. Ob.....4h.... 1='~""'wMS MaI......._~ Fee Legal & Accaunling R_ TotaI~ 5.llO'I6 Effec:llYe Gross Income Allowance 1.llO'I6 Effective Gross Income ($63,300) $0 (12.700) ($76,000) m. Net O\om.u.... Income $1.180.800 I P......1'Od By: KeyswMaI'llon A_; Inc. FIenome: ~... __ center Pro Forma- RevIsecI4-12; KMA R_; 51712001; KEE TABLE :I FINANCIAL GAP CALCULATION TIPPECANOE POWER CENTER SAN BERNARDINO, CALIFORNIA Retum on Total In_ AssumIng en 10,0% Retum L Nod 01-....... ......... $1,190,600 I. T_w..._..........- (less) De...lopmenl Costs FinIncIlII Gep 10,0% Return On Costs 11,906,000 (8,463,000) $3,443,000 IUL Reuse Vel"" $3,443,000 I ~By:Keyser_A'I4l''''';lnc. FlIen8me: 1\<0--.... Power Center Pro Forma- R_ 4-12; I<MA Rel8.; S'7/2001; KEE KEYSER MARSTON ASSOCIATES INC. R['~cl""'1I ..cr . soo Sol1"(11~N\"'.n)'E~" ~P;T~~A~80 . _ ", Los ANGELES. CALlFO'a"'1A"'9t1o,I.. -. , , I PHONE: 213/622.8095f.-': fILE COP fAx: 213/622-5204 [[:01 ,''IRR 29 rA 2 ~l Y ADVISORS IN: REAL ESTATE REDEVELOPMENT AFFORDABLE HOUSING ECONOMIC DE\'ELOPMEIH FISCAL IMPACT INfRASTRUCTURE FINANCE VALUATION AND LITIGATION SUPPORT r''';'t <'AI' "'[~I' , '"' .. {j '" ",'\ I Ij'I"U' . \.' 11\ MEMORANDUM Los Angeles Calvin E. Hollis. II Kathleen H. Hcad James A. a.be Paul C. Anderson GrelofY D. Soo-Hoo To: Mr. Gary Van Osdel, Director San Bernardino Redevelopment Agency San Diego Gerald M. Trimble Robert J. Wetmore Paul C. Marra From: Keyser Marston Associates, Inc, SAN FRANCISCO A. Jerry Keyser Timothy C. Kelly Kale Earle Funk Debbie M. Kern cc: Mr. John Hoeger Date: March 27, 2001 Subject: Projection of Public Revenues - Tippecanoe Power Center Pursuant to your request, Keyser Marston Associates, Inc. (KMA) has prepared this projection of public revenues that could be created through the development of a Sam's Club anchored power center at Tippecanoe Avenue and Interstate 10. This project and its second phase would complete the retail development of this area. This memorandum presents a projection ofthe net property tax increment and the net sales tax revenues that the City of San Bernardino (City) might receive. PROJECT DESCRIPTION The first phase of the project will entail the assembly of an approximately 17.13 acre parcel and the development of an approximately 199,000 square foot power center. The project entails the relocation of the existing Sam's Club and In-N-Out Burger. The In-N-Out Burger is currently located on the site. The Sam's Club is located on an adjacent parcel. This analysis does not take into account a replacement tenant for the existing Sam's Club space. Other than the Sam's Club and In-N-Out Burger, specific tenants have not been identified, although expected tenant types have been identified. Tenants and their space requirements are identified below. . Mr. Gary Van Osdel, San Bernardino Redevelopment Agency Projection of Public Revenues - Tippecanoe Power Center To: Subject: Tenant Sam's Club Soft Goods Electronics Soft Goods General Retail Retail "C. - Retail Shops In-N-Out Burger TOTAL SALES TAX REVENUES March 27, 2001 Page 2 Sauare Footaae 130,421 20,000 8,400 10,000 6,600 10,000 3.500 198,921 Sales at the center will not all be new sales in the City. Clearly, sales at the Sam's Club and In-N-Out Burger are new sales only to the extent that sales increase over the existing store. In addition, there will be a "transfer" of sales from other stores in the City to this location. This latter effect is somewhat minimized due to the location of the site at the boundary of the City. Estimated sales levels for the various tenants are provided below. Tenant Sam's Club Soft Goods Electronics Soft Goods General Retail Retail "C" - Retail Shops . Pad "B" - Retail Shops In-N-Out Burger Sales per Sauare Foot $575 $275 $500 $275 $250 $250 $250 $800 The amounts listed above represent typical sales for the specific stores or store types without taking into account existing sales or transfers from other stores. Also there is a large range in sales between individual stores and among tenants. For example, electronics store sales may range from a low of $350 per square foot to a high of $1 ,000 per square foot. It should be noted that the current Sam's Club site is under parked and it is an older store, The sales performance of this store appears to be significanUy below typical Sam's Club performance. As shown in Table 1, total sales are projected to be nearly $97 million and taxable sales approximately $70.6 million in the first year. 0103D34.SB:JAR:gbd Subject: Mr. Gary Van Osdel, San Bernardino Redevelopment Agency Projection of Public Revenues - Tippecanoe Power Center March 27, 2001 Page 3 To: Based on data provided by the City, it appears that the existing Sam's Club, Costco and In-N- Out Burger generate approximately $95.1 million of taxable sales (data is aggregated to avoid disclosure of confidential data). It is KMA's estimate that the existing taxable sales and the transfer of sales between Costco and Sam's Club will amount to approximately $31.3 'million (data aggregated to avoid disclosure). In addition, a portion of the sales at the other stores will be transferred from other stores in the City. Given the location of the power center at the edge of the City, and without knowing specific tenants, KMA estimates that approximately 20% of other store sales or approximately $3.8 million will be transferred sales. Total existing and transferred sales amount to $35.1 million in the first year. Net taxable sales in the first year are estimated to be $35.5 million, approximately 50% of the gross taxable sales. Sales tax revenues are shown in Table 2. Sales tax revenues start at approximately $355,000 in the first year growing to approximately $443,000 by the 10th year. Over 25 years, the project is projected to generate approximately $12.1 million of new sales tax revenues. PROPERTY TAX INCREMENT The project is located within the Inland Valley Development Agency project area. Within the joint powers redevelopment agency, the City receives 8.9744% of tax increment revenues, It is projected that assessed value of the first phase project will be approximately $15.9 million. As shown in Table 2, this value is expected to generate $159,900 of tax increment revenues of which the City will receive $14,400. This analysis assumes that the existing assessed value for this site is effectively zero. CONCLUSIONS As shown in Table 2, the total incremental revenues available to the City start at approximately $369,500 increasing to $460,700 by Year 10. Over a twenty-five year period, total City revenues are projected to be approximately $12.6 million. This is a conservative estimate, as it does not take into account the ultimate re-Ieasing of the existing Sam's Club site. KMA has estimated the public revenues assuming significant transfer of sales and revenues within the City. It the project does not go. forward at this location, there is a reasonable probability that Sam's Club and other tenants may relocate elsewhere in the region and the sale will be lost from the City, and the City will experience a net loss of revenues. 0103D34.SB:JAR:obd ~--.I.. o~~iHI~~~~ ~ - III ~~~~~~~~ ~ - III - - ... N ... ... ~ . ~ ~ . ~ . . ~ g ~ ;e(~:ll""1'i1'i:li ~ g ~ :il~~~~~~ ~ co N"'f'8........"'f' >SCDU')('l)N('l)('l)(W) E '4 guilliriNririri 18 '4 1 ..~~~~~~~~ ~ ~ !:l ~~~~~~~~ ~ ~ !:l ~~~~~g~~~ - ~ t ........OS........~~d g ~ ~ 8 ~~::::qo . !~uiviri(lfriflfcri oS !i ;e moSotfriNririri iii !i .. - - ..~~~~~~~~ ~ I i ~~~~~~~~ ~ ~ l1: ~~~i~ll"g ~ - ~~i-ll"g ~ ~ N - _..~ -N -- - :iiOS.........NNri - ~ N otf . tiCD....('l).... N('l) 13 - !i - . - ~~~~~~~~ ~ ~ III ~~~~~~~~ ~ ~ III ':i~5~~iit i N .... ~~5~~iit ~ N &i ~ li1 ~ 0: ~iui..ri...:NNri N 'i .... gui..ri"':NNri a; 'i . - ... - ...~~~~~~~~ ~ ~ ~ ~~~~~~~~ ~ ~ ~ :!afH!UlJIte ~ ~ g grili~"':~~li ~ ~ ~ ....~........II .... >iui~ri':NNri g! lli m 3fui~ri':NNri f!! lli d . ...~~~~~~~~ ~ !l! i ~~~~~~~~ ~ !l! - '" . lii~iiii!l8iii~~~ l ~ m ~g~~g~~g ~ ~ Iii - - ~fifui~ri':NNri g iii Ii :;fui"{ri':NNri ~ iii lli - .~~~~~~~~ ~ !:i i9 ~~~~~~~~ ~ !:i i9 : ~lllJ.n~ii~ .... !:J ~ $"~tti~~~~ ~ !:J ri ~ l!i >fjllJ...N....NN('l) ! l:i :B fivi..tN"':NNri Je l:i iii ~ - ~~~~~~~~ ~ ~ ~ ~~~~~~~~ ~ ~ ~ ~ i~~:1(~~!a ~ .... . ~~:1.~~~~ a - N ~ - - ;;; I '" '" >V!.n..N':NNN .... iii t ui'uf"N':NNN ~ iii l:i SO! '" ~~~~~~~~ ~ ~ ~ ~~~~~~~~ ~ ~ ~ I .. ~i!BlUi!il!il~ oS N ~ ll~~i!U~ ri N .... .,. - - - 15 ~ N ... 0 .- - Iflitti..N"':NNN sf iii 13 'lj..n..tN':NNN l:! iii III .... >'" II .. ~ -~~~~~~~~ ~ ~ ~ ~~~~~~~~ ~ ~ ~ l!e :li!~~IHI~~lil ~ l:i fl t~~~i~~~ t l:i ri -:u. - I~ - - .. >ttti"N"':NNN g :ll - ~otf"N""NNN ~ :ll :ll '" ~a 111151 ! ! ~I ja. ~~u. I I !1 ...111:1 I ou~ >er: I 'il =Ilil - 1 li~ i ~ ii i ~ 15 I ... I -Iller: J Ii fillil~ '" gIIJ'~!1 '" i~J!1JI!lm '" I I '" I - !c~15 i i :! I I a.U: ::EIIIGl ~'ILi_I'I!!!2 ;::L~ TABLE 2 ESTIMATED PUBLIC REVENUES TIPPECANOE POWER CENTER. KMA VERSION SAN BERNARDINO, CALIFORNIA City Taxable Sales Total Available Year Property Valuel Property Tax Share @ 8.9744" Sales Tax Revenues 2002 $15,990,500 $159,900 $14,400 $35,513,000 $355,100 $369,500 2003 16,310,000 163,100 14,600 36,401,000 364,000 378,600 2004 16,636,000 166,400 14,900 37,312,000 373,100 388,000 2005 16,969,000 169,700 15,200 38,243,625 382,400 397,600 2006 17,308,000 173,100 15,500 39,197,491 392,000 407,500 2007 17,654,000 176,500 15,800 40,177,203 401,800 417,600 2006 18,007,000 180,100 16,200 41,163,358 411,800 428,000 2009 18,367,000 183,700 16,500 42,212,542 422,100 438,600 2010 18,734,000 187,300 16,800 43,267,330 432,700 449,500 2011 19,109,000 191,100 17,200 44,349,289 443,500 460,700 2012 19,491,000 194,900 17,500 45,456,971 454,600 472,100 2013 19,881,000 198,800 17,800 46,593,920 465,900 483,700 2014 20,279,000 202,800 18,200 47,759,688 477,600 495,800 2015 20,885,000 206,900 18,600 48,952,735 489,500 508,100 2016 21,099,000 211,000 18,900 50,176,628 501,800 520,700 2017 21,521,000 215,200 19,300 51,428,844 514,300 533,600 2018 21,951,000 219,500 19,700 52,713,865 527,100 546,800 2019 22,390,000 223,900 20,100 54,033,162 540,300 560,400 2020 22,838,000 228,400 20,500 55,383,191 553,600 574,300 2021 23,295,000 233,000 20,900 56,766,396 567,700 588,600 2022 23,761,000 237,600 21,300 56,186,205 561,900 603,200 2023 24,236,000 242,400 21,600 59,641,036 596,400 618,200 2024 24,721,000 247,200 22,200 61,133,286 611,300 633,500 2025 25,215,000 252,200 22,600 62,661,344 626,600 649,200 2026 25,719,000 $257,200 $23,100 $64,226,577 $642,300 $665,400 Total $5,121,900 $459,600 $12,129,600 $12,589,200 NPIi' $2,027,000 $162,000 $4,708,700 $4,890,700 P.-.-ad Bv: Kevser Marston .&ee.....w-. Int:. ~ "-.--.-.,-- THE HUB PROJECT RELOCA TION PLAN Prepared For THE CITY OF SAN BERNARDINO 201 N. "E" STREET, SUITE 301 SAN BERNARDINO, CALIFORNIA 92401-1507 By PACIFIC RELOCATION CONSULTANTS 100 WEST BROADWAY, SUITE 300 LONG BEACH, CALIFORNIA 90802-4432 (800) 400-7356 info@pacrelo.com April, 2001 TABLE OF CONTENTS .,d~t~\P~d'l ' INTRODUCTION ............. . . . . . . . . . . . . . . . . . . . . . . . . . , . . , . . . . . , . . . . . . . . 1 I. PROJECT DESCRIPTION AND LOCATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 A. REGIONAL LOCATION AND SPECIFIC PROJECT SITE DESCRIPTION .3 B. PROJECT DESCRIPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . 4 C. GENERAL DEMOGRAPHIC & HOUSING CHARACTERISTICS. . . . . . . . . 5 II. ASSESSMENT OF RELOCATION NEEDS .............................. 6 A. METHODOLOGY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 B. FIELD SURVEY DATA......................................... 6 III. RESIDENTIAL RELOCATION RESOURCES ............................9 A. METHODOLOGY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 B. REPLACEMENT HOUSING AVAILABILITY ........................9 1. Rental Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 2. For Sale Housing ..................................... 10 C. RELATED ISSUES .......................................... 10 1. Concurrent Residential Displacement. . . . . . . . . . . . . . . . . . . . . . . 10 2. Temporary Housing .................................... 10 IV. THE RELOCATION PROGRAM. . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . 11 A. PROGRAM ASSURANCES, STANDARDS AND OBJECTIVES. . . . . . . . 11 B. CITIZEN PARTiCiPATION..................................... 12 C. RELOCATION ADVISORY ASSiSTANCE......................... 13 D. RELOCATION BENEFITS..................................... 15 1. Residential Moving Expense Payments. . . . . . . . . . . . . . . . . . . . . 16 2. Rental Assistance To Tenants Who Re-Rent . . . . . . . . . . . . . . . . . 17 3. Down payment Assistance To Tenants Who Purchase ......... 19 4. Payments to Owner-Occupants ........................... 19 5. Payments To Non-Tenured Residential Tenants .............. 20 E. GENERAL INFORMATION ON RELOCATION BENEFITS. . . . . . . . . . . . 21 F. LAST RESORT HOUSING .................................... 22 G, RELOCATION TAX CONSEQUENCES, . . . . , . . . . . . . . . . . . . . . . . . . . . 23 H, LAWFUL PRESENCE REQUIREMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 23 I. . GRIEVANCE PROCEDURES .................................. 24 J. EVICTION POLICY ..............................,..,........ 24 K. PROJECTED DATES OF DISPLACEMENT.. . . . . . . . . .. . . . . . . . . . . .25 L. ESTIMATED RELOCATION COSTS. . . . . . . . . . . . .. . . . . . . . . . . . . . . . 26 .1----- 1 *"",""1'i LIST OF TABLES .',:~/r," ~M~ ~'" J1f TABLE 1: Project Area Housing - Dwelling Bedroom Sizes........................ 6 TABLE 2: Project Area Rents ............................................... 7 TABLE 3: Household Size Distribution ........................................ 7 TABLE 4: Replacement Housing Needs - Owners ............................... 8 TABLE 5: Rental Resources. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... . . . . 9 TABLE 6: Fixed Moving Payment Schedule. . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 TABLE 7: Computation of Rental Assistance Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . 18 TABLE 8: Computation of Rental Assistance Payment - Section 104(d) . . . . . . . . . . . . . . 18 LIST OF EXHIBITS H',,~ '< )" EXHIBIT A: EXHIBIT B: EXHIBIT C: EXHIBIT 0: San Bernardino (City) Census Data HUD Annual Income Limitations - San Bernardino County (2000) Residential Informational Brochures (English, Spanish & RARAP) Addendum No. 1 (Subject to Public Comment) < y y~" INTRODUCTION, ,,;,;'>;;.~\, The Redevelopment Agency ofthe City of San Bernardino (the "Agency") in conjunction with Pearlman/Hopkins Development is proposing a commercial development within the Inland Valley Development Agency Redevelopment Project Area located in the southeastern section of the city of San Bernardino (theHProject"). The Project will be developed in two phases. This document applies to Phase I of the Project. The Project, which is intended to be completed by June 2002, requires the acquisition of 35 parcels of land improved with 63 residential dwelling units and 1 business. At the current time, the 63 residential dwelling units include 3 owners-occupants, 55 tenant households and 5 vacant units. Since the Project will result in permanent residential displacement, the Agency is required to adopt a project specific relocation plan that addresses the circumstances and needs of affected households. Funding for the Project will include both HOME and local set-aside funds. As a consequence, state and federal relocation rules will be observed for the Project. The state rules are found in Government Code Section 7260 et. Seq. and in Title 25 Chapter 6, of the California Code of Regulations (the "State guidelines"). The applicable federal rules are found in HUD Handbook 1378 (the HFederal guidelines"). Residential displacees from this Project are eligible to receive benefits under Section 104{d) of Housing and Community Development Act of 1974. The Relocation Plan (the "Plan") that follows adheres to the provisions ofthe California Health and Safety Code, Sections 33411 and 33411.1, and the requirements of Section 6038 of the state guidelines. The Plan is organized in four sections which address the following issues 1. A general description of the Project and its location (SECTION I); 2. A relocation needs assessment of those persons who will be displaced as a result of the Project. (SECTION II); PAGE I P AClFIC RELOCATION CONSULTANTS RELocATION PLAN FOR THE HUB PROJECT, CITY OF SAN BERNARDINO, CALIFORNIA 3. An assessment of replacement housing opportunities within the city of San Bernardino and the nearby surrounding communities (SECTION III); and 4. The steps and procedures that the Agency will follow to meet displacee needs and ensure compliance with state and federal law. (SECTION IV). P AGFIC RELOCATION CONSULTANTS PAGE 2 .\..--. I. PROJECT DESCRIPTION AND LOCATIOll~'~'~:'~~;~~ " " A. REGIONAL LOCATION AND SPECIFIC PROJECT SITE DESCRIPTION The City of San Bernardino is located in the County of San Bernardino. The Project is located at the northwest corner of the Tippecanoe Avenue 11-10 Interchange. The Project is bounded by Orchard Drive on the West; 1-10 on the South; Tippecanoe Avenue on the East; and both sides of Laurelwood Drive on the North. The City of San . Bernardino is 13 miles from Riverside and 59 miles from Los Angeles. The 1-10 freeway and the city of Lorna Linda are adjacent to the south boundary of the Project. The City of San Bernardino is bounded by Colton to the West and the cities of Redlands and Highland on the east. Figure 1: Regional Project Location . PACIFIC RELOCATION CONSULTANTS PAGE 3 RELOCATION PLAN FOR THE HUB PROJECT, CITY OF SAN BERNARDINO, CALIFORNIA B. PROJECT DESCRIPTION Implementation of the Project will result in the development of approximately 268,600 square feet of commercial space on 24.5 acres, within the CR-3 (Commercial Regional- Tri-City) Land Use District Phase I will consist of the development of 17.57 acres and will include all the land south of the Harriman Place extension and five parcels atthe northwest corner of Tippecanoe Avenue and Harriman Place. The gross square footage of Phase I buildings will be approximately 198,600 square feet, including a 130,400 square foot warehouse discount center with an unattended gas station, a 45,000 square foot general retail building and two pad buildings measuring from 5,000 to 10,000 square feet each. i . . j,' !: /'Ji ,. ~ <to' ,/ ~~ ' /-:, ,- -;)""'~~'~,?'(~~" i '''.'-'':.''''',_,UIi_,H' :~,,:;:::::;<,," " ~~~.~....". ---;;--" .-::;-- ..;7' ~., 0, '.' ..... cJ: '" f '/."""""~.,."",, Figure 2: Project Site Location PAC/FlC REwCAT/ON CONSULTANTS PAGE 4 RELOCATION PLAN FOR THE HUB PROJECT, CITY OF SAN BERNARDINO, CALIFORNIA c. GENERAL DEMOGRAPHIC & HOUSING CHARACTERISTICS The 2000 U.S. Census ("Census") (See Exhibit A) reported a population of the City of San Bernardino to be 185,401. The ethnic mix was identified as 48 % 'Hispanic' or 'Latino'; 29% 'White'; 16 % 'African American'; 4% 'Asian'; 3% 'Other'. The census tract population of the project area is 6,800. The breakdown by ethnicity is; 2,684 Hispanic; 1,631 White; 1,510 Asian; 565 African American. The 1990 Census indicated a total of 58,804 housing units. Of these, 28,468 or 48% were identified as owner-occupied, The same census data indicated median household income of $28,843. The most recent HUD Income Report for San Bernardino County (year 2000) indicated a county-wide median of $47,400.00 (See Exhibit B). PACIFIC REWCATlON CONSULTANTS PAGE 5 II. ASSESSMENT OF RELOCATIONNEEDS~f~:.t:.;t:lf I: d",.J;U A. METHODOLOGY Information necessary for the preparation of this Plan was obtained primarily through door-to-door interviews, conducted by bi-lingual staff in February and March, 2001. Inquiries of occupants concerned household size and composition, income, rental data, length and type of occupancy, ethnicity, home language, disabilities/health problems, and replacement housing preferences. The data in this Plan are based solely on anecdotal responses. No attempt was made to qualify or confirm income or other information provided by residents. B. FIELD SURVEY DATA The project area consists of 35 improved land parcels that contain 63 residential dwelling units, 5 of which are vacant. Within the 63 dwellings, there are 58 occupied households consisting of 3 owner/occupants and 55 tenants. Survey information was obtained from 55 or 89% of these households. There were 6 households who refused to provide information. There is one commercial use in the Project area who was interviewed by phone, The business operator provided information concerning the nature of their business and their replacement space needs. Housing Mix The housing mix consists of 58 occupied single and multi-family residences of varying bedroom sizes as indicated in the table below. ':';>_<>iJi0ij: .TAB TL'-.- # of Bdnns Single # of Units 2 One Two Three Four Five 16 27 4 2 1 PACIFIC RELOCATION CONSULTANTS PAGE 6 RELOCATION PLAN FOR THE HUB PROJECT, CITY OF SAN BERNARDINO, CALIFORNIA Current Schedule of Rents Table 2 below provides a breakdown of current, reported Project Area rents for 49 of 55 tenants. Single 1- Bedroom 2- Bedroom 3- Bedroom 4-Bedroom 5-Bedroom (3) (16) (26) (2) (1) (1) $150-$250 $200-$400 $400-$700 $500-$600 $500 $400 Occupancy The average occupancy is 4 persons per unit. There are 3 owner-occupied dwellings, which are occupied by 7 adults (3 are elderly) and 2 children. Tenant occupants consist of 103 adults, (8 are elderly) and 117 children. Tenant households tend to have greater occupancies than the owner/occupied units. There are eight instances of overcrowding in tenant occupied units. In each of these cases, residents will be directed to upgrade their current dwellings by one additional bedroom. Family size patterns among residents are as follows: Family Size # One Two Three Four Five Six Seven 11 8 12 6 10 3 2 Replacement Housing Needs Based upon reported occupancies and available base data, the replacement housing needs of owners and tenants in the Project area are as follows: P AC/FlC RELOCATION CONSULTANTS PAGE 7 RELOCATION PLAN FOR THE HUB PROJECT, CITY OF SAN BERNARDINO, CALIFORNIA TAB(EltI16tItdijf~fT8t~'i"N"ii'CI'~"~;ow~~Fi:'&f,r~Hail6i:;~""'f.'. , . "",:,';jt()j\;Ji0*,0/~!'"y<':..;:v.!Pd'l'?g<;~:",^"""irt?F'if,*i!'d*~"t;:;'k:".S,..;::"'"C!'/""y'<,<;;;:.::..:..... <''''A<:!+'Hk'T\0,,\;;;Hb))';''i3.'d'0K;.';' "':':"::':': ':."":," Bed room S ize S i n 9 Ie 0 ne Two Th ree Fo u r F ive Owners 0 0 0 2 1 0 Tena nts 2 1 0 28 7 1 1 Income As a factor for determining relocation assistance benefits, household income is an issue only in tenant occupied households, Income information was obtained from forty-nine of the 55 tenant households. Compared to median income standards for the County (see exhibit B) there are ten "low" and 30 "very low" income households. The range of reported annual incomes is $6,000.00 to $59,920.08. Senior/Handicapped Households There are 7 households with at least one individual sixty-two years or older. Four ofthese households are occupied by a single individual (2 are females and 2 males). The other three households are a family mix. The ages range from sixty-three to eighty-two years. Ethnic Mix/Language Use Of those surveyed, 33 (57%) of the Project area households are Hispanic, 8 (14%) are White, 6 (10%) are Asian, 1 (2%) are African American. Seventeen households reported Spanish to be their primary language. Preferred Relocation Areas The preference among interviewed residents was to remain within the city of San Bernardino and in relatively close proximity to the Project area. PACIFIC RELOCATION CONSULTANTS PAGES III. RESIDENTIAL RELOCATION RESOUR~I'~' " \ 1W~ ;:mtti0* ~ 'LYi';:'*tYl One of the primary purposes of a Relocation Plan is to analyze the availability of comparable housing resources to match the needs of residential occupants affected by a proposed project. Resource surveys conducted for relocation planning purposes address current circumstances and general market conditions. A. METHODOLOGY To determine the availability of comparable housing opportunities the following sources were utilized: . Classified rental listings from newspapers and other "For Rent" publications serving the City of San Bernardino and surrounding area; . Windshield surveys of residential areas adjacent to the project site; . Telephone and field contact with real estate/property management companies serving the community. B. REPLACEMENT HOUSING AVAILABILITY 1. Rental Housing Resource survey data indicate that current rents in and around the city of San Bernardino are generally higher than Project Area rents. The table below illustrates survey results with respect to rents and availability of one, two, three, four and five bedroom single family and multi-family rental units. Rent Range Single/One 15 $415-695 Two Three Four Five Bedroom Size # Found . 30 $465-1,100 15 2 1 $500-1,100 $925-950 $2000 PACIFIC RELOCATION CONSULTANTS PAGE 9 RELOCATION PLAN FOR THE HUB PROJECT, CITY OF SAN BERNARDINO, CALIFORNIA 2. For Sale Housing There are 3 owner-occupants in the Project Area. All three owner- occupants have indicated their intention to repurchase and occupy a comparable, replacement dwelling. Two of the owner-occupant households occupy three-bedroom houses and the remaining owner- occupant occupies a four-bedroom house. The resource survey identified three and four-bedroom houses, ranging in price from $99,000.00 to $138,000.00. c. RELATED ISSUES 1. Concurrent Residential Displacement There are no other projects, current or anticipated, in this general area of the City of San Bernardino which will deter the Agency from providing adequate replacement housing referrals to current residential tenants. 2. Temporary Housing It is anticipated that sufficient comparable replacement housing will be available on a timely basis and there will be no need for temporary housing accommodations. PACIFIC RELOCATION CONSULTANTS PAGE 10 I...~-- IV. THE RELOCATION PROGRAM ,;1"::~:;,~: ~ ~"1~ :>,}.t!l1-~~': ~ A. PROGRAM ASSURANCES, STANDARDS AND OBJECTIVES The relocation program to be implemented by the Redevelopment Agency of the City of San Bernardino (the 'Agency') will conform to the standards and provisions of the California Relocation Assistance Law, Government Code, Section 7260, et. sea., Title 25 Chapter 6 of the California Code of Regulations; and, rules, regulations and the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (49 CFR Part 24, as amended [the URAl) and Section 104(d) ofthe Housing and Community Development Act of 1974 and procedures adopted by the Agency. Pursuant to the relocation guidelines adopted, program objectives will be as follows: 1, To fully inform eligible project occupants of the nature of and procedures for obtaining relocation assistance and benefits; 2. To determine the needs of each residential and business displacee eligible for assistance; 3. To provide an adequate number of referrals to comparable, decent, safe and sanitary housing units referrals within a reasonable time prior to displacement, and assure that no residential nor business occupant is required to move without a minimum of 90 days written notice to vacate; 4. To provide current and continuously updated information concerning housing and business opportunities; 5. To provide assistance that does not result in different, or separate treatment due to race, color, religion, national origin, sex, marital status or other arbitrary circumstances; 6. To supply information concerning federal and state housing programs and other governmental programs providing assistance to displaced persons; PACIFIC REWCATIONCONSULTANTS PAGE II RELOCATION PLAN FOR THE HUB PROJECT, CITY OF SAN BERNARDINO, CALIFORNIA 7. To assist each eligible person to complete applications for benefits; 8. To make relocation benefit payments in accordance with state and federal guidelines, including the provisions of the Last Resort.Housing sections, where applicable; 9. To inform all persons subject to displacement of the Agency's pOlicies with regard to eviction, and property management; and, 10. To establish and maintain a formal grievance procedure for use by displaced persons seeking administrative reviewofdecisionswith respect to relocation assistance. B. CITIZEN PARTICIPATION Section 6012 (Citizen Participation) of the California Code of Regulations, Title 25, Chapter 6, will be adhered to in both the spirit and letter of the law by the Agency and PRC in implementing the Relocation Program. The Agency will ensure the following: 1. Full and timely access to documents relevant to the relocation program; 2. Provision of technical assistance necessary to interpret elements of the relocation plan and other pertinent materials; 3. A general notice concerning the availability ofthis Plan for public review, as required, 30 days prior to its proposed adoption. Distribution of the Plan, upon request, to all affected and interested parties. 4. The right to submit written or oral comments concerning the Plan and to have these comments attached to the Plan when it is forwarded to the Agency for adoption; PAC/FlC RELOCAT/ONCONSULTANTS PAGE 12 RELOCA nON PLAN FOR THE HUB PROJECT, CITY OF SAN BERNARDINO, CALIFORNIA 5. Upon receipt of public comments, the Plan will be reviewed to ensure that it is feasible; complies with applicable environmental standards; and, is compatible with the General Plan of the Redevelopment Agency of the City of San Bernardino and, locally-adopted rules and regulations governing relocation. C. RELOCATION ADVISORY ASSISTANCE Pacific Relocation Consultants (PRC) has been retained by the Redevelopment Agency of the City of San Bernardino to assist in the administration of its relocation program. PRC will work closely with Agency staff to assure that reasonable efforts are made to minimize hardships associated with the relocation process. The following specific services will be provided: 1. Each household and business located in the Project site will be personally interviewed to gather information appropriate to the determination of needs, and preferences regarding replacement of existing accommodations. Unless an occupant is unavailable or refuses contact, interviews will be conducted within a reasonable time period after the initiation of negotiations for acquisition of the project site. Inquiries made of residential occupants will address the following areas: family size, ethnic background, age and health considerations, employment status, family income, location of schools attended, transportation needs and locational preferences related to replacement housing. 2. A printed Informational Brochure in English and Spanish (See Exhibit 'c' & 'D') will be provided to all displacees. Signed acknowledgments will be obtained to verify receipt of this material. P A.CIFIC RELOCATION CONSULTANTS PAGE 13 ..,t 3. Prior to displacement, every reasonable effort will be made to provide at least three comparable housing referrals to displacees, pursuant to California Code of Regulations, Chapter 6, Section 6042(c). In no event shall a displacee be required to move until comparable housing is made available. Field surveys will again be conducted by PRC in order to identify available housing resources at the actual time of displacement. Every reasonable effort will be made to find comparable replacement housing units for displacees which are in close proximity to medical facilities, places of employment, schools, shopping areas, and public transportation. In general, "comparable housing" shall mean an apartment or house that satisfies the following standards: a. The unit is decent, safe and sanitary. The replacement housing selections will be inspected by PRC to verify that they meet all state and federal minimum housing requirements; b. The unit is located in an area not subjected to unreasonable adverse environmental conditions from either natural, or man- made sources, and not generally less desirable with respect to public utilities, transportation, public and commercial facilities, including schools and municipal services and, reasonably accessible to the displaced person's place of employment; c. Available on the private market to the displaced person, and available to all persons regardless of race, color, sex, marital status, religion or national origin; and, d. Within the financial means of the displaced household. (A replacement dwelling is within the financial means of a displaced homeowner if the purchase price of the replacement dwelling including related increased interest costs and other reasonable expenses does not exceed the total of the amount of just compensation provided for the dwelling acquired and the replacement housing payment available to the person.) P A.C/FlC RELOCA.TlON CONSULTA.NTS PAGE 14 RELOCATION PLAN FOR THE HUB PROJECT, CITY OF SAN BERNARDINO, CALIFORNIA 4. Transportation will be provided, if necessary, for any displaced occupant to inspect replacement sites within the local area, 5. Assistance will be offered to all displacees in connection with arrangements for the purchase of real property, the completion of applications for replacement housing, obtaining required business permits or licenses, the filing of claim forms to request relocation benefits from the Agency and to obtain services from public agencies. 6. Special assistance in the form of referrals to governmental, and social service agencies will be made, if needed. Referral agencies may include, but not necessarily be limited to the Federal Department of Social Security, and the County Department of Public and Social Services (DPSS) for income maintenance, food stamps, Medi-Cal or child protective services. 7. Among the other, though not necessarily all-inclusive resources which may be utilized in providing needed assistance are the following: A. The City of San Bernardino Economic Development Agency B. Employment Development Department (State of California) C. San Bernardino County Department of Social Services D. RELOCATION BENEFITS Relocation benefits will be provided in accordance with the provisions of the state and federal guidelines and Agency rules, regulations and, procedures pertaining thereto. Benefits will be paid to eligible displaced persons upon submission of required claim forms and documentation to the Agency, in accordance with Agency-adopted procedures. . Specific eligibility requirements and benefit plans will be detailed on an individual basis with all displacees. In the course of personal interviews and follow-up PAGElS PACIFIC RELOCATION CONSULTANTS I..._~.-. .. RELOCA nON PLAN fOR llIE HUB PROJECT, CITY Of SAN BERNARDINO, CALIfORNIA visits, each displacee will be counseled as to available options and the consequences of any choice with respect to financial assistance. In order to alleviate hardships for tenants who must pay move-in costs (such as first month's rent and/or security deposit), the Agency will provide advance payments to assist displacees in securing replacement housing units. Requests for advance payments will be expeditiously processed to help avoid the loss of desirable, and appropriate replacement housing. 1. Residential Moving Expense Payments All displaced residential occupants will be eligible to receive a payment for moving expenses except as noted. Moving expense payments will be made based upon the actual cost of a professional move or a fixed payment based on a room-count schedule. a. Actual Cost (Professional Move) An occupant may elect to have a licensed, professional mover perform the move, The actual cost of the moving services, based on at least 2 acceptable bids, will be compensated by the Agency either in the form of a direct payment to the mover or as reimbursement to the displacee (with proper, supporting documentation). Transportation costs are limited to a distance of 50 miles. In addition to the actual move, costs associated with utility hook-ups (i.e., gas, water, electricity, telephone and cable if any) are eligible for reimbursement. b. Fixed Payment (Based on Room Count Schedule) An occupant may elect to receive a fixed payment for moving expenses, based upon the number of rooms occupied in the displacement dwelling. In this context, the displaced person takes full responsibility for the move. The fixed payment includes all utility connections as described in (a.), PAGE 16 P AC/FlC RELOCIT/ON CONSULTANTS 1...-... RELOCATION PLAN FOR THE HUB PROJECT, CITY OF SAN BERNARDINO, CALIFORNIA above. The current schedule for fixed moving payments is set forth in Table 6 following. TABlE'"6tFfi=i~l1ifii'Pri'ffi~~t's~'ffi~mf.~~111~5ii ,",';;,", 'C;;<.';.'" ~!;'/L;i;+1)0'i?';);'+:;;:':"<:J0+;A"0i<0P?;;;1>:;!C,,$I.";Etfj:'l:>:0F ~j(:",,<Cj/;<b";F.,;"'/;:;i:~;0r~,'oYJiY/Gi',;.: Occupant-furnished Dwelling One room $500.00 Two rooms $650.00 Three rooms $800.00 Four rooms $950.00 Five rooms $1 , 150.00 Six rooms $1 ,350.00 Seven rooms $1 ,550.00 Eight rooms $1,750.00 each additional room $175.00 Lessor-Furnished Dwelling First Room $325.00 Each additional room $50.00 2. Rental Assistance To Tenants Who Re-Rent Residential tenants who have established their residency within the Project area for a minimum of 90 days prior to the initiation of negotiations, and who choose to re-rent, may be eligible to receive Rental Assistance Payments in addition to a Moving Expense Payment Except in the case of Last Resort situations, (See F- Last Resort Housing Payments) and, pursuant to state and federal guidelines, Rental Assistance Payments are limited to a maximum of $5,250.00. Maximum Rental Assistance eligibility is determined by multiplying a computed monthly housing need for 42 months and 60 months for Section 104(d) recipients. Tables 7 and 8 show how monthly need is determined: P Acmc RELOCATION CONSULTANTS PAGEl? RELOCATION PLAN FOR THE HUB PROJECT, CITY OF SAN BERNARDINO, CALIFORNIA "'i."...,...,<...."..;i.);..>';~""Ahi'~Kii'^H6iiTt;)Y':Jy.;;..:.....!(....F:,....f...::i,j'j..ji;:rj:;:<:: -.-:".:,'.:::..:.:.-.: ::.. -,-.{- ~'i::.>;::::::.::'::::;~.:j::>>:,:,:::.:..:::.:.::.:;.>:.":-\ ':::' TAB\.!;~t7:t.....()m/lt$tiofiq~Cii)~~fif,ai.A$";isahc:~~P~ylt1eht....S~tl'::;;..URA....... .... 1. Old Rent $500 Old Rent plus Utility Allowance or 2. Ability to Pay $445 30% of the Gross Household Income> 3. Lesser of lines 1 or2 $445 Subtracted From: 4. Actual New Rent $550 Actual New Rent including Utility Allowance or 5. Comparable Rent $575 Determined by Agency; includes Utility Allowance 6. Lesser of lines 4 or 5 $550 7, Yields Monthly Need: $105 Subtract line 3 from line 6 Rental Assistance $4,410 Multiply line 7 by 42 (months) T ABleJi:JJciliii-"-liiiiiionC;r Re'0htal'is.isirn~eP~merit -- Sec:tionJ~~104 a ~ k'JJ.r'J :.:' ''':'';'''':::'':~:h'-'':;'':>::n;;;1)1~)Je'0H#+'''TS>: :0.::3':!","~0bfB;:4f"";Y:+.f<'1;,::Ah0.;>:/;'0""'''<;:><'i';n'H:.:"..Yl:-:i'iJ:-_:L.:<:..:.;t\:'-.:;kS:J>r::~;i;!/G!:P,:'::;1xJ ".,,) '~' '""":<" '.' ,co.. ....; 1. Total Tenant Payment is the highest of: $445.00 30% of the Person's Monthly Adjusted Income or 10% of the Person's Monthly Gross Income Subtracted From: 2. Actual New Rent $550.00 Actual New Rent Including Utility Allowance or 3. Comparable Rent $575.00 Determined by Agency; Includes Utility Allowance 4. Lesser of lines 2 or 3 5. Yields Monthly Need: $550.00 $105,00 PACIFIC RELOCATION CONSULTANTS PAGElS RELOCATION PLAN FOR THE HUB PROJECT, CITY OF SAN BERNARDINO, CALIFORNIA 3, Down payment Assistance To Tenants Who Purchase Residential tenants may apply a Rental Assistance Payment benefit toward the purchase of a replacement dwelling. Special rules apply to Section 104(d) recipients who wish to purchase replacement housing. "- 4. Payments to Owner-Occupants Residential owner-occupants who have established residency for at least 180 days prior to the Agency's offer to purchase, will be eligible for up to $22,500.00 in Replacement Housing assistance. The Replacement Housing Assistance Payment will consist of 3 separate elements: a) Purchase Price Differential; b) Mortgage Interest Differential; and, c) Incidental Expenses. A. Purchase Price Differential The Purchase Price Differential is based on three factors: Aaencv Acauisition Price - The price paid by the Agency for the project area dwelling; Actual Purchase Price - The actual price paid for a replacement dwelling; and, Comoarable Reolacement Cost - The cost of a decent, safe and, sanitary dwelling comparable to the dwelling acquired by the Agency. For purposes of determining the purchase price differential, the price paid for a replacement home is compared to the acquisition price of the dwelling in the project area and the price of an available decent, safe and sanitary dwelling comparable to the acquired unit. If the purchase price of a replacement home is less than the cost of a comparable replacement home, the payment will be limited to the actual difference. If the purchase price exceeds PAGE 19 P AClFlG RELOCA TJON CONSULTANTS I RELOCATION PLAN FOR THE HUB PROJECT, CITY OF SAN BERNARDINO, CALIFORNIA the cost of a comparable replacement home, the payment will be based on the cost of the comparable replacement home. B. Mortaaae Interest Differential This element of the overall Replacement Housing Assistance Payment is meant to compensate homeowners for the loss of favorable financing. The computation of this payment is based upon the lessor of the current versus the new mortgage amount. To be eligible for this differential payment, the mortgage on the dwelling being acquired must have been a valid lien for at least 180 days prior to the Agency's initial written offer to purchase same. C. Incidental Exoenses - Closina Costs This payment is to compensate for one-time, non-recurring closing costs. These would normally include the cost of a property survey; preparing a legal description and deed; recording fees; title insurance; revenue stamps and transfer taxes (not to exceed the cost to buy a comparable replacement home); loan application; loan origination; appraisal fees; credit report; certification for structural soundness; and, termite inspection, when required. This does not provide for prepaid expenses, such as property taxes and insurance. The total Replacement Housing Payment is the sum of the Purchase Price Differential, Mortgage Interest Differential, and compensable Incidental Expenses. 5. Payments To Non-Tenured Residential Tenants With the exception of those eligible for Last Resort Housing assistance (See Section IV, Part F - Last Resort Housing), residential tenants with less than 90 days of continuous occupancy prior to the initiation of PACIFIC RELOCATION CONSULTANTS PAGE 20 RELOCATION PLAN FOR THE HUB PROJECT, CITY OF SAN BERNARDINO, CALIFORNIA negotiations will be eligible to receive only a payment of moving expenses. E. GENERAL INFORMATION ON RELOCATION BENEFITS Claims and supporting documentation for relocation benefits must be filed within 18 months from: . The date the claimant moves from the acquired property; or, . The date on which final payment for the acquisition of real property is made, whichever is later. The procedure for the preparation and filing of claims and the processing and delivery of payments will be as follows: 1. Claimant(s) will provide all necessary documentation to substantiate eligibility for assistance. 2. Assistance amounts will be determined in accordance with the provisions of state and federal guidelines. 3. Required claim forms will be prepared by relocation personnel in conjunction with claimant(s). Signed claims and supporting documentation will be submitted by relocation personnel to the Agency 4. The Agency will review, and approve claims for payment, or request additional information. 5. The Agency will issue benefit checks which will be available at their offices forpi~k-up by Claimants, unless circumstances dictate otherwise. PAGE 21 P AC/FlC REwcATlON CONSULTANTS RELOCATION PLAN FOR THE HUB PROJECT, CITY OF SAN BERNARDINO, CALIFORNIA 6. Final payments will be issued to claimants after confirmation that their (Claimant's) Project area premises have been completely vacated, and actual residency at the replacement unit is verified. 7. Receipts of payment will be obtained and maintained in the relocation case file. F. LAST RESORT HOUSING While - as previously set out at Section III., B., 1., Rental Housing' - recourse to that part of the Statutes generally referred to as 'Last Resort Housing' may be anticipated, nevertheless, a displaced person is entitled to a 'Supplemental Relocation Payment' or 'Last Resort Housing' assistance when, in a single residential case, the computed total of rental assistance eligibility exceeds $5,250.00. This type of situation is likely to develop among low-income families, or in environments where Project rents are particularly low vs. the market rates. Based on survey results, it appears that there will be an adequate supply of replacement housing to meet the needs of displaced residential tenants, however, a combination offactors - which would include, in relation, the income levels of project site tenants; project site rents; and, a potentially high cost of replacement rent - may create the need for last resort housing payments. Residential tenants who do not meet the 90-day residency test may otherwise qualify for last resort housing assistance if their ability-to-pay is not sufficient to pay for comparable, decent, safe and sanitary replacement housing. As noted in Table 7, Item 2, replacement rent is within a tenant's ability-to-pay if it does not exceed 30% of the gross household income). Tenant~ccupants When Rental Assistance eligibility exceeds $5,250.00, Project displacees may be eligible for a supplementary, or 'Last Resort Housing' Payment in order to assure access to comparable replacement housing. At the discretion of the PACIFIC RELOCArJON CONSULTANTS PAGE 22 RELOCATION PLAN FOR THE HUB PROJECT, CITY OF SAN BERNARDINO, CALIFORNIA Agency, Last Resort housing payments will be provided in a lump sum or in installments upon displacee's move to decent, safe and sanitary housing. At the displacee's discretion, a lump sum payment up to the entire rental assistance entitlement amount, including the amount of any Last Resort Payment, can be directed so as to assist in the purchase of a replacement dwelling. Any such payment will be deposited directly into an escrow account with provisions to allow the Agency to recover its funds should escrow fail to close. Residential tenants who have not resided in the dwelling unit from which they were displaced for at least 90 days prior to the initial written offer to purchase the property, and who therefore do not qualify for a Rental Assistance Payment, or Down Payment Assistance Payment, may otherwise qualify for a Last Resort Housing Payment under this Section if comparable, decent, safe and sanitary housing is not available. For purposes of qualification, the Agency must determine, and be satisfied that the displacee did not occupy the Project property solely for the purpose of obtaining relocation assistance. G. RELOCATION TAX CONSEQUENCES In general, relocation payments are not considered income for the purpose of the Internal Revenue Code of 1986 or the Personal Income Tax Law, Part 10 of the Revenue and Taxation Code. The above statement on tax consequences is not intended to be provision of tax advice by the Agency and, it's Counsel, Agents or, Assigns. Displacees are encouraged to consult with independent tax advisors concerning the tax consequences of relocation payments. H. LAWFUL PRESENCE REQUIREMENT Pursuant to the Public Law 1'05-117 of November 21, 1997, in order to be eligible to receive relocation benefits in federally-funded relocation projects, all members ofthe household to be displaced must provide information regarding their lawful presence in the United States. In federal projects, any member of PACIFIC RELOCATION CONSULTANTS PAGE 23 ---I. RELOCATION PLAN FOR THE HUB PROJECT, CITY OF SAN BERNARDINO, CALIFORNIA the household who is not lawfully present in the United States or declines to provide this information, may be denied relocation benefits. Relocation benefits will be prorated to reflect the number of household members with certified lawful presence in the U. S. I. GRIEVANCE PROCEDURES The Redevelopment Agency of the City of San Bernardino will adopt, and implement grievance procedures in accordance with the standards described in Article 5, Section 6150 et seq., Title 25, Chapter 6, State of California, Department of Housing and Community Development Program guidelines. Briefly stated, displacees will have the right to ask for administrative review when they believe themselves aggrieved by a determination as to: 1. eligibility; 2. the amount of payment; 3. the failure to provide comparable replacement housing referrals; or, 4. the Agency's property management practices. Requests for review will be directed first to the Redevelopment Agency of the City of San Bernardino, or other authorized designee of the Agency for this purpose. Details concerning the entire appeals process will be provided by the Agency upon request. J. EVICTION POLICY 1. Under the State of California guidelines, eviction by the Agency is permissible only as a last alternative. With the exception of persons considered to be in unlawful occupancy, a displaced person's eviction does not affect eligibility for relocation assistance and benefits. P AC/F1C RELOCA770N CONSULTANTS PAGE 24 RELOCATION PLAN FOR THE HUB PROJECT, CITY OF SAN BERNARDINO, CALIFORNIA Relocation records must be documented to reflect the specific circumstances surrounding the eviction. 2. Eviction by the Agency may be undertaken only for one, or more of the following reasons: a) Failure to pay rent, except in those cases where the failure to pay is due to the lessor's (Agency's) failure to keep the premises in habitable condition; is the result of harassment or retaliatory action; or, is the result of discontinuation, or substantial interruption of services; b) Performance of a dangerous, illegal act in the unit; c) Material breach of the rental agreement and failure to correct breach within 30 days of notice; d) Maintenance of a nuisance, and failure to abate within a reasonable time following notice; e) Refusal to accept one of a reasonable number of offers of replacement dwellings; 1) A requirement under State, or local law or, emergency circumstances that cannot be prevented by reasonable efforts on the part of the public entity. K. PROJECTED DATES OF DISPLACEMENT The initiation of negotiations - as evidenced by the issuance of offers-to- purchase the properties is anticipated to take place in late May, 2001. It will also signal the commencement of eligibility for relocation assistance and related benefits. During this period, relocation procedures - including detailed interviews - will be held with the business and all residential tenants, and relocation will commence at this time. P AC/F/C REWCAT/ON CONSULTANTS PAGE 25 RELOCATION PLAN FOR THE HUB PROJECT, CITY OF SAN BERNARDINO, CALIFORNIA In the event that this Plan and the Project are not implemented within one year of the Plan adoption by the Agency, and the Project nevertheless proceeds in the future, the Agency will undertake to prepare an amendment to the Relocation Plan outlining any significant changes that may have occurred since the preparation of this Relocation Plan. L, ESTIMATED RELOCATION COSTS The following estimate for relocation benefits was developed, and based on data available at the time of interviews for this Plan (i.e., 03/01). The estimate for relocation-related payments for this Project is as follows: $1,026.270.00 102.627,00 (10% Contingency) $1,128,897.00 This estimated relocation budget does not include provision for relocation administrative services; neither does it include any funds that may be disbursed to property owners for property acquisition, nor any provision for other services which may be necessary for the implementation of the Plan and Project. Ifthe project is implemented, and circumstances arise that should change either the number of residential occupants, or the nature of their residency, the Agency will authorize any additional funds for compensation that may need to be appropriated. The Agency pledges to appropriate the necessary funds, on a timely basis, to ensure the successful completion of the project. PACIFIC RELOCATION CONSULTANTS PAGE 26 I EXHIBIT 'A' - CITY OF SAN BERNARDINO ,'c," >'r, CENSUS DATA q~ " POPULATION 185,401 100% Hispanic or Latino 88,022 48% White 53,630 29% African American 29,654 16% Asian 7,594 4% Other 6,501 <3% EXHIBIT "B' - H.l1.D. ANNUAL INCOME LI r :' q , , j ~~j4; SAN BERNARDINO COUNTY (2000) :~\::.' The following figures are approved by the U. S. Department of Housing and Urban Development (H.U.D.) for use in the County of San Bernardino to define, and determine housing eligibility by income level. Family Size Very Low Lower Median Moderate Annual Income Annual Income Annual Income Annual Income 1 Person 16,600 26,550 33,200 39,850 2 Person 18,950 30,350 37,900 45,500 3 Person 21,350 34,150 42,650 51,200 4 Person 23,700 37,900 47,400 56,900 5 Person 25,600 40,950 51,200 61,450 6 Person 27,500 44,000 55,000 66,000 7 Person 29,400 47,000 58,800 70,550 8 Person 31,300 50,050 62,550 75.100 Figures are per the Department of Housing and Community Development (California), Division of Housing Policy Development, March, 2000. ..+ EXHIBIT 'C' - INFORMATIONAL STATEMENTF FAMILIES AND INDIVIDUALS c:' , THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO INFORMATIONAL STATEMENT FOR FAMILIES AND INDIVIDUALS I. GENERALlNFORMA TION II. ASSISTANCE IN LOCATING A REPLACEMENT DWELLING III. MOVING BENEFITS IV, REPLACEMENT HOUSING PAYMENT - TENANTS AND CERTAIN OTHERS V. QUALIFICATION FOR AND FILING OF RELOCATION CLAIMS VI. LAST RESORT HOUSING ASSISTANCE VII. RENTAL AGREEMENT VIII. APPEAL PROCEDURES. GRIEVANCE IX, TAX STATUS OF RELOCATION BENEFITS X, LAWFUL PRESENCE REQUIREMENT Xl. ADDITIONAL INFORMATION AND ASSISTANCE AVAILABLE I. GENERALlNFORMATION The building in which you now reside is in an area proposed to be developed by the 'Redevelopment Agency of the City of San Bernardino' (the 'Agency'). As the project schedule proceeds, it will be necessary for you to move from your dwelling. You will be notified in a timely manner as to the date by which you must move. Please read this information as it will be helpful to you in determining your eligibility and the amount of your relocation benefits under the federal andlor state law. We suggest you save this informational statement for reference. The Agency has retained the services of Pacific Relocation Consultants, a qualified professional relocation firm, to assist you. The firm is available to explain the program and benefits. Their address and telephone number is: Spanish speaking representatives are available. Si necesita esta informacion en Espanol, por favor lIame a su representante. PLEASE DO NOT MOVE PREMATURELY, THIS IS NOT A NOTICE TO VACATE YOUR DWELLING, However, if you desire to move sooner than required, you must contact your representative with Pacific Relocation Consultants so you will not jeopardize any benefits. This is a general informational brochure only, and is not intended to give a detailed description of either the law, or regulations pertaining to the Agency's relocation assistance program. Residential Informational Statement Page 1 II. ASSISTANCE IN LOCATING A REPLACEMENT DWELLING The Agency, through its representatives, will assist you in locating a comparable replacement dwelling by providing referrals to appropriate, and available housing units. You are encouraged to actively seek such housing yourself. When a suitable replacement dwelling unit has been found, your relocation consultant will carry out an inspection and advise you as to whether the dwelling unit meets decent, safe and sanitary housing requirements. A decent, safe and sanitary housing unit provides adequate space for its occupants, proper weatherproofing and sound heating, electrical and plumbing systems. Your new dwelling must pass inspection before relocation assistance payments can be authorized. III. MOVING BENEFITS If you must move as a result of displacement by the Agency, you will receive a payment to assist in moving your personal property. There are two types of moving payments. You have the option of selecting either one of the following types of moving payments: A. Fixed Moving Payment A Fixed Moving Payment is based upon the number of rooms you occupy and whether or not you own your own furniture. The payment is based upon a schedule approved by the Agency, and ranges, for example, from $325.00 for a tenant in one room furnished by the Lessor (Owner), to $1,750.00 for eight rooms in a dwelling furnished by the Tenant (Lessee). (For details see the table below). Your relocation representative will inform you of the amount you are eligible to receive if you choose this type of payment. Occupant owns furniture Occupant does NOT own furniture 1 room $500.00 1 room $650.00 each additional room $800.00 $950.00 $1,150.00 $1,350.00 $1,550.00 $1,750.00 $175.00 $325.00 $50.00 2 rooms 3 rooms 4 rooms 5 rooms 6 rooms 7 rooms 8 rooms each additional room If you select a fixed payment, you will be responsible for arranging for your own move and the Agency will assume no liability for any loss or damage of your personal property. Residential Informational Statement Page 2 ~I Bo Actual Moving Expense (Professional Move) If you wish to engage the services of a licensed commercial mover and have the Agency pay the bill, you may claim the ACTUAL cost of moving your personal property up to 50 miles. Your relocation representative will inform you of the number of competitive moving bids (if any) which may be required, and assist you in developing a scope of services for Agency approval. IV. REPLACEMENT HOUSING PAYMENT - TENANTS AND CERTAIN OTHERS You may be eligible for a payment of up to $5,250.00 to assist you in renting, or purchasing a comparable replacement dwelling. In order to qualify, you must either be a tenant who has occupied your present dwelling for a least 90 days prior to the Agency's first offer to purchase the property, or an owner who has occupied your dwelling for between 90 and 180 days prior to the Agency's first offer to purchase the property. A. Rental Assistance. If you qualify, and wish to rent your replacement dwelling, your rental assistance benefits will be based upon the difference, over a forty-two (42) month period, between the rent you must pay for a comparable, replacement dwelling and the lesser of your current rent or thirty percent (30%) of your gross monthly household income. You will be required to provide your relocation representative with monthly rent and household income verification prior to the determination of your eligibility for this payment. -OR- Bo Down-payment Assistance. If you qualify, and wish to purchase a home as a replacement dwelling, you can apply up to the total amount of your rental assistance payment towards the down- payment and non-recurring incidental expenses. Your relocation representative will clarify procedures necessary to apply for this payment. V. QUALIFICATION FOR, AND FILING OF RELOCATION CLAIMS To qualify for a Replacement Housing Payment, you must rent or purchase and occupy a comparable replacement unit within one year from the later of the following: 10 For a tenant, the date you move from the displacement dwelling; 2. For an owner-occupant, the date you receive final payment for the displacement dwelling, or, in the case of condemnation, the date the full amount of estimated "just compensation" is deposited in a court of competent jurisdiction; or, 3. The date the Agency fulfills its obligation to make available comparable replacement dwellings. AD claims forrelocation benefits must be filed with the Agency within eighteen (18) months from the date on which you receive final payment for your property, or the date on which you move, whichever is later. VI. LAST RESORT HOUSING ASSISTANCE In the event comparable replacement dwellings are not available when vou are reauired to move, or if replacement housing is not available within the monetary limits described above, the Agency will provide Last Resort housing assistance to enable you to rent or purchase a replacement dwelling on a timely basis. Residential Informational Statement Page 3 -...j. Last Resort housing assistance is based on the individual circumstances of the displaced person. Your relocation representative will explain the process for determining whether or not you qualify for Last Resort assistance. If you are a tenant, and you choose to Durchase rather than rent a comparable replacement dwelling, the entire amount of your rental assistance and last resort eligibility must be applied toward the down-payment Df the home you intend to purchase. V1L RENTAL AGREEMENT As a result of the Agency's action to purchase the property where you live, you may become a tenant of the Agency for a period of time. If this occurs, you will be asked to sign a rental agreement which will specify the monthly rent to be paid; when rent payments are due; where they are to be paid; and, other pertinent information. Except for the causes of eviction set forth below, no person lawfully occupying property to be purchased by the Agency will be required to move without having been provided with at least ninety (90) days written notice from the Agency. Eviction will be undertaken only in the event of one, or more of the following infractions: A. Failure to pay rent, except in those cases where the failure to pay is due to the lessor's failure to keep the premises in habitable condition; is the result of harassment or retaliatory action; or, is the result of discontinuation, or substantial interruption of services; B. Performance of dangerous illegal act in the unit; C. Material breach of the rental agreement and failure to correct breach within 30 days of notice; D. Maintenance of a nuisance and failure to abate within a reasonable time following notice; E.. Refusal to accept one of a reasonable number of offers of replacement dwellings; or F. The eviction is required by State or local law, and cannot be prevented by reasonable efforts on the part of the Agency. VIIL APPEAL PROCEDURES - GRIEVANCE Any person aggrieved by a determination as to eligibility for a relocation payment, or the amount of a payment, may have hislher claim reviewed or reconsidered in accordance with the Agency's appeals procedure, Complete detai,ls on appeal procedures are available upon request from the Agency. IX. TAX STATUS OF RELOCATION BENEFITS Relocation benefit payments are not considered as income for the purpose ofthe Internal Revenue Code of 1986 or the Personal Income Tax Law, Part 10 (commencing with Section 17001) of Division 2 of the Revenue and Taxation Code, or the Bank and Corporation Tax law, Part 11 (commencing with Section 23001) of Division 2 of the Revenue and Taxation Code. The preceding statement is not tendered as legal advice in regard to tax consequences and, disp"lacees should consult with independent tax advisors, or legal counsel to determine the current status of such payments. Residential Informational Statement Page 4 I. X. LAWFUL PRESENCE REQUIREMENT Pursuant to the Public Law 105-117 of November 21, 1997, in order to be eligible to receive relocation benefIts in federally-funded relocation projects, all members of the household to be displaced must provide information regarding their lawful presence in the United States. In federal projects, any member of the household who is not lawfully present in the United States or declines to provide this information, may be denied relocation benefits. Relocation benefits will be prorated to reflect the number of household members with certified lawful presence in the U. S. XL ADDITIONAL INFORMATION AND ASSISTANCE AVAILABLE Those responsible for providing you with relocation assistance hope to assist you in every way possible to minimize the hardships involved in relocating to a new home. Your cooperation will be helpful, and greatly appreciated. If you have any questions at any time during the process, please do not hesitate to contact your relocation representative. Residential Informational Statement Page 5 AGENCIA DE DESARROLLO DE LA CIUDAD DE SAN BERNARDINO INFORMACION PARA FAMILlAS E INDIVIDUOS I. INFORMACION GENERAL II. A YUDA PARA ENCONTRAR UNIDAD DE REEMPLAZO III. BENEFICIOS DE MUDANZA IV. PAGO EN REEMPLAZO DE VlVIENDA -INQUILlNOS V. PAGO DE REEMPLAZO DE VlVIENDA - DUENOS VI. CALlFICACIONES PARA LLENAR RECLAMOS DE REUBICACION VII. PAGOS DE ULTIMO RECURSO VIII. CONTRATODERENTA IX. PROCEDIMIENTOS DE APELACION.AGRA VlO X. REQUISITO DE PRESENCIA LEGAL XI. INFORMACION ADICIONAL Y ASISTENCIA DISPONIBLE L INFORMACION GENERAL EI edificio en que usted vive esta en una area que va ser rehabilitado por la 'Agencia de Desarrollo de la Ciudad de San Bernardino' ("Ia Agencian). De acuerdo a procedimiento de la agenda, tal vez sera necesario que usted se cambie de su residencia. Usted sera notificado(a) con tiempo razonable hasta la fecha en que debera cambiarse. Por favor lea esta informacion, sera de mucha ayuda para determinar su elegibilidad y la cantidad de beneficios en su reubicacion. Le recomendamos que guarde esta informacion como referencia. La Agencia ha contratado los servicios de la compania Pacific Relocation Consultants, una empresa profesional muy calificada para ayudarle. La empresa esta a su disposicion para explicarle el programa y 105 beneficios. EI direccion y numero de telefono es: Pacific Relocation Consultants 100 West Broadway, Suite 300 Long Beach, California 90802 Telefono: (800) 400-7356 POR FAVOR NO SE MUDE ANTES DE TIEMPO. ESTE NO ES UN AVISO PARA DESOCUPAR SU VIVIENDA. Si usted desea mudarse antes de 10 requerido, deberia ponerse en contacto con la empresa Pacific Relocation Consultants para que no pierda ninguno de sus beneficios. Este es unicamente un folleto de informacion general y no tiene la intencion de proporcionar una descripcion detallada ni de la ley ni de los reglamentos relacionados que pertenecen al programa de reubicacion la Agencia. IL AYUDA PARA ENCONTRAR UNlOAD DE REEMPLAZO La Agencia, a traves de sus representantes: Ie ayudaran a localizar una vivienda de reemplazo proporcionandole Iistas de viviendas disponibles. Es importante que usted se mantenga activo buscando. Follelo de Informacion Residencial Pagina 1 __-I- En cuanto encuentre una vivienda de reemplazo, su representante har::i una inspecci6n de la unidad para detenninar si la unidad reune todos los requisitos de una vivienda que es decente, segura y limpia. Una unidad que es decente, segura e y limpia debe proveer cupo suficiente para sus ocupantes, estar a prueba de mal temporal y sistema adecuado de calefacci6n, plomeria, y electricidad. Su vivienda de reemplazo debe pasar una inspecci6n antes de autorizar pagos de beneficios. III. MUDANZA Si tiene que mudarse debido a un proyecto la Agencia, recibira un pago para asistirle en su cambio fisico. Dos fonnas de pago estan disponibles. Usted puede escoger uno de los tipos de pagos de mudanza siguientes: A. Pago Fijo de Mudanza Un Pago Fijo esta basado en el numero de cuartos que ocupa y si es dueno de los muebles 0 no. EI pago esta basado en un programa aprobado por la Agencia, y escala, por ejemplo, de $325.00 por una habitaci6n amueblado por el Arrendador (Dueno), hasta $1,750 por 8 habitaciones con muebles dellnquilino (Arrendatario). (Para detalles, yea la tabla de abajo). Su representante Ie infonnara la cantidad que recibira al ser elegible. Ocupante Dueno de Muebles Ocupante no es Dueno de Muebles 1 cuarto $500.00 1 cuarto $325.00 2 cuartos $650.00 Cada Cuarto Adicional $50.00 3 cuartos $800.00 4 cuartos $950.00 5 cuartos $1,150.00 6 cuartos $1,350.00 7 cuartos $1,550.00 8 cuartos $1,750.00 Cada Cuarto Adicional $175.00 Si usted escoge el pago fijo de mudanza, sera responsable de su cambio y la Agencia no asumira ninguna responsabilidad por perdida 0 dano relacionado con su cambio. B. Gastos Actuales de Mudanza (Campania Profesional) SI usted decide elegir una mudanza autorizada y quiere que la Agencia pague la factura, puede reclamar el costo ACTUAL del cambio de sus cosas personales hasta una distancia de 50 millas. Su representante de reubicaci6n Ie infonnara del numero de presupuestos estimativos segun se requiera, y Ie asistira en preparar un plan que la Agencia pueda aprobar. Fo/Jeto de Informacion Residencial Pagina 2 I. IV. PAGO EN REEMPLAZO DE VIVIENDA -INQUILINOS Usted puede ser elegible para un pago hasta de $5,250.00 como ayuda para rentar 0 comprar una propiedad comparable. Para calificar, debe de haber sido un inquilino en residencia en su vivienda actual por 10 menos de 90 dias, 0 un dueiio-ocupante que ha vivido en la vivienda por no menos de 90 dias y no mas de 180 dias, antes de la primera oferta la Agencia para comprar la propiedad. A, Asistencia de Renta Si usted califica y desea rentar su vivienda de reemplazo, sus beneficios se basaran en la diferencia sobre un periodo de cuarenta y dos (42) meses entre la renta que tiene que pagar por una vivienda comparable, y 10 men or de la renta actual 0 treinta porciento (30%) de los ingresos mensuales en bruto. Usted debera informar a su representante de su renta y sus ingresos mensuales antes de establecer su elegibilidad para el pago. -0- B. Asistencia de Pago de Enganche Si usted califica y desea comprar su vivienda de remplazo, puede aplicar la cantidad total de su pago de asistencia de renta para un pago de enganche. Su representante de reubicaci6n Ie explicara los procedimientos necesarios para aplicar este pago. V. CALIFICACIONES PARA LLENAR RECLAMOS DE REUBICACI6N Para calificar por un Pago de Remplazo de Vivienda, tiene que rentar 0 comprar una vivienda de reemplazo comparable durante un aiio de 10 que ocurra despues de: 1. Para inquilino, la fecha que desocupo su vivienda, 2. Para dueiio-ocupante, la fecha en que recibira pago final por su vivienda 0, en caso de un procedimiento de condenaci6n, la fecha del deposito de compensaci6n justa con la corte, 0 3. La fecha por 10 cualla Agencia cum pie con la obligaci6n de recomendar por 10 menos de tres viviendas de reemplazo comparable. Todos los reclamos de reubicaci6n deben ser presentados dentro de dieciocho (18) meses de la fecha en la cual usted recibe el pago final por su propiedad, 0 la fecha en la cual se mud6, 10 que ocurra despues. VI. PAGOS DE ULTIMO RECURSO Si viviendas de reemplazo comparable no son disponibles cuando se tiene que mover, 0 si viviendas de reemplazo no son disponibles dentro de los limites monetarios ya citados, la Agencia Ie dara asistencia de ultimo recurso para que pueda rentar 0 comprar una vivienda de reemplazo oportunamente. Asistencia de ultimo recurso es basado en los circunstancias individuales del desplazado. Su representante de reubicaci6n Ie explicara el proceso para determinar sl califica por asistencia de ultimo recurso. Pagina 3 Follelo de Informacion Residencial Si es inquilino y prefiere comprar en vez de rentar una vivienda de reemplazo comparable, la cantidad total sera aplicada a la residencia de reemplazo como pago de entrada. VII. CONTRATO DE RENTA Como resultado de una acci6n la Agencia para comprar la propiedad donde usted vive, usted pasa a ser un inquilino la Agencia. En este caso, se Ie pedira que firme un contrato de renta, que especificara la renta mensual, cuando pagos se vencen, donde se pagan, y otra informaci6n pertinente. Excepto por las causas de desalojo dichas abajo, ninguna persona que legalmente ocupa una propiedad I Agencia es requerida a cambiarse si no tiene un aviso escrito por 10 menos de 90 dias. Desalojo es dado solamente por una 0 mas de las siguientes razones: A. Falla de no pagar renta, excepto en casos donde este es debido a la falta del duerio de no mantener 105 predios en una condici6n habitable, 0 cuando 105 servicios basicos han side discontinuados 0 interrumpidos por un largo plazo. B. La perpetraci6n de un hecho peligroso 0 ilegal en 105 predios. C. La falta de mantener 105 terminos del acuerdo de renta entre 30 dias de haber side notificado. D. Continuar con un desorden publico, despues de haber side notificado. E Despues de haber recibido una cantidad razonable de referencias a viviendas de reemplazo. F. Cuando la evicci6n es requerida por leyes estatales 0 locales y no puede ser evitada por medio de esfuerzos la Agencia. VIII. PROCEDIMIENTOS DE APELACION-AGRAVIO Cualquier persona con una queja por una determinaci6n de elegibilidad en un pago de reubicaci6n 0 de la cantidad de un pago, puede pedir que su reclamo sea revisado 0 reconsiderado de acuerdo con el procedimiento de apelaciones establecido. Los detalles completos de apelaci6n y procedimientos estan disponibles solicitandolos a la Agencia. IX. ESTADO DE IMPUESTOS POR BENEFICIOS DE REUBICACION Pagos por beneficios de reubicaci6n no son considerados como ingreso econ6mico para el proposito del C6digo Interno de Ingresos de 1986, 0 de la Ley para Impuestos Personales, Parte 10 (comenzando con la secci6n 17001) de la Divisi6n 2 del C6digo de Ingresos e Impuestos, 0 el Banco y la Ley de Impuestos para Corporaciones, Parte 11 (comenzando con la Secci6n 23001) de la Divisi6n 2 del C6digo de Ingresos e Imposici6n de Tributos. La anterior declaraci6n no es un consejo legal con respecto a consecuencias de impuestos, y personas desplazadas deben consultar con consejeros de impuestos independientes, 0 consejo legal para determinar el estado actual de tales pagos. X. REQUISITO DE PRESENCIA LEGAL De acuerdo a la Ley Publica 105-117 del 21 de noviembre, 1997, para poder ser elegible y recibir beneficios de reubicaci6n en proyectos de reubicaci6n con fondos federales, todos los miembros de la Fol/eto de Informacion Residencial Pagina 4 ~~-1- vivienda a ser desplazados deben de proporcionar informaci6n con relaci6n a su presencia legal en 105 Estados Unidos. En proyectos federales, cualquier miembro de la vivienda que no este legalmente presente en 105 Estados Unidos 0 rehUse proporcionar esta informaci6n, se Ie podrian negar beneficios de reubicaci6n. Los beneficios de reubicaci6n seran calculados de acuerdo al numero de miembros de la familia con presencia legal certificada en 105 Estados Unidos. XI. INFORMACION ADICIONAL Y ASISTENCIA DISPONIBLE Los responsables de proveer asistencia de reubicaci6n esperan ayudarle en todas las formas posibles para minimizar la dificil tarea de reubicar a una nueva casa. Su cooperaci6n sera de mucha ayuda y gratamente apreciada. Si tiene preguntas durante el proceso, no dude en comunicarse con su representante de reubicaci6n. Fol/eto de Informacion Residencial Pagina 5 U.S. Department of Housing and Urban Development Office of Community Planning and Development Relocation Assistance to Persons 'Displaced From Their Homes (RARAP) Introduction This booklet describes the relocation payments and other relocation assistance provided under a Residential Antidisplacement and Relocation Assistance Plan (RARAP) to eligible persons dIsplaced from their homes. Persons eligible for assistance have the option of declining the RARAP assistance and receiving assistance under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (URA), if they decide that it is in their best interest Eligibility To be eligible for relocation assistance under RARAP, you must be a lower-income person (family or individual) and must move as a direct result of the "conversion" of a low/moderate-income dwelling unit or the demolition of a dwelling unit for a project in which Federal Community Development Block Grant (CDBG) or HOME Investment Partnerships funds are used. . -Lower-income" means that your income does not exceed 80% of the median income for the area as established by the U.S. Department of Housing and Urban Development (HUD). Generally, "conversion" means that before the project, your unit had a "market rent" at or below the Section 8 Fair Market Rent (FMR) standard and after the project, the market rent exceeds the FMR or the unit was converted to a non-residential USe. HUD determines the FMRs for the Section 8 Rental Certificate and Voucher Programs. The levels vary by metropolitan area and by the size of the unit. The Agency (Identified ..at the back of this booklet) will determine whether you qualify as a lower-income person and if your home is being "converted." If you do not qualify for RARAP assistance, you may be eligible for relocation assistance under the URA. If you are a homeowner who meets the eligibility criteria described above and you are displaced by demolition or by the conversion of your home to a nonresidential use, you may also qualify for RARAP relocation assistance. However, most homeowners can obtain more assistance under the URA than under RARAP. URA assistance to . homeowners is described in the booklet, Relocation Assistance To Displaced Homeowners (HUD-1 044-CPD). Caution. If you are notified that you will be displaced, it is important that you do not move before you leam what you must do to receive the relocation payments and other assistance to which you. are entitled. .. This booklet may nota.nswer all of your questions. If you have more questions abOut your relocation, contact the Agency responsible for the project. Ask your questions before you move. Afterwards, it may be too late. Summary of Relocation Assistance As an eligible tenant (or homeowner) displaced from your home, you will be offered the followil)g advisory .and financial assistance under theRARAP: . Advisory Services (same under RARAP and URA). This includes referrals to comparable and suitable replacement homes, the inspection of replacement housing to ensure that it meets established standardS, help in preparing claim forms for relocation payments, counseling and other aSsistance to minimize the impact of the mo~e. . ':-, . . Payme~tfor Moving Expenses (same under RARAP and URA). You may . .".. .. choose either a: .. Payment for Your Actual Reasonable Moving and Related Expenses, or - Moving EXpense and Dislocation Allowance. . Security Deposit. · Interim living Costs, when required. · Replacement Housing Assistance. To enable you to rent, or if you prefer, to buy a comparable or suitable replacement home, you may choose either: Rental Assistance, or Purchase Assistance. . If you disagree with the A~ncy's decision as to the relocation assistance for which you are eligible, you may ap.peal that decision. General Questions How Will I Know I Am Eligible For Relocation Assistance? You should receive a written "Notice of Eligibility for Relocation Assistance." You should not move before receiving that notice. If you do, you may not receive relocation assistance. How Will The Agency Know How Much Help I Need? You will be contacted at an early date and personally interviewed by a representative of. the Agency to determIne your relocation needs and preferences for replacement housing and advisory services. The interviewer will ask certain questions about you and other members of your household, including questions about your income. It is to your advantage to provide the information so that the Agency can assist you in moving with a minimum of hardship. The information you give will be kept in confidence. How Soon Willi Have To Move? If possible, a mutually agreeable date for the move will be worked out You will be given enough time to make plans for moving. Unless there is a healih or safety emergency, you will not be required to move without at least 90 days advance written notice of (1) at least one "comparable replacement home" that is available to you and (2) the earliest date by which you must move. What Is A Comparable Replacement Home? A comparable replacement home Is: . Decent, safe, and sanitary. · Functionally equivalent to your present home. It may not be identical, but it will be equal or better than your present home. . Actually available for you to rent . Within your ability to pay as described in this booklet. . Reasonably accessible to your place of employment. . Generally as well located with respect to public and commercial facilities, such as schools and shopping, as your present home. , . Not subject to unreasonable adverse environmental conditions. · Available to all persons regardless of race, color, .religion, sex; or national origin. What Is Decent, Safe, And Sanitary HOUSing? Decent, safe, and sanitary housing Is housing that: · Meets applicable housing and occupancy requirements. · Is structurally sound, weathertight, and in good repair~ · Contains a safe, adequate electrical wiring system. · Has adequate living space for the occupants. .. · Has a kitchen with a sink, hot and cold running water, and connections for a stove and refrigerator (if you were displaced from a housekeeping unit). · Has a separate, complete bathroom with hot and cold running water. \ . Has heating as required by climatic conditions. . . Has an unobstn,Jcted exit to safe, open space at ground level. . Meets standards protecting occupants from lead-based paint hazards. . If your mobility is impaired, is free of any barriers which would preclude your reasonable use of the unit Will The Agency Help Me Find A Replacement Home? Yes. You will be provic;led with referrals to housing that has been inspected to ensure that it meets established standards. If possible, you will be referred to at least three comparable replacement homes. . The maximum financial assistance for which you may qualify will be based on the cost of the most representative comparable replacement home that is available to you. Promptly after you become eligible for relocation assistance, the Agency will inform you of such unit and the maximum payment available. Once the Agency representative has a clear understanding of your needs arid preferences, he or she will work with you to assure that you are given the best possible choice of housing. The Agency will offer you appropriate transportation to inspect these units. If you would like to move to govemment-owned housing or obtain a Section 8 "Rental . Certificate" or "Rental Voucher," let the Agency representative know of your interest. Generally, an eligible djsplaced person receives preference for such long term housing assistance. You will be given assistance in completing any required application forms. What If I Find My Own Replacement Housing? You have every right to find your own replacement housing. However, before you rent or buy, ask the Agency to inspect the unit to make sure that it is decent, safe, and sanitary. If the housing unit is not decent, safe, and sanitary, you will not receive a replacement housing payment. What If I Encounter A Problem In Obtaining Housing Of My Choice? If you encounter a problem in buying or renting housing of your choice, notify the Agency immediately. The Agency will look into the matter and try to resolve it. You will receive this help whether you were referred to the housing unit or found it yourself. If you are unable to buy or rent a housing unit because of discriminatory practices on the part of a real estate broker, rental agent, lender, or a property owner, the Agency will help you file a formal housing discrimination complaint with the U.S. Department of Housing and Urban Development or the appropriate State or local fair housing agency. What Other SelVices Willi Receive? In addition to help in o~taining a comparable replacement home, other assistance, as necessary, will be provided in order to minimize the impact of your move. This . assistance may include referral to appropriate public and private agencies .that provide services concerning housing financing, employment, health, welfare, or legal assistance. The range of services depends on the needs of the person being displaCed. You should ask the Agency representative to tell you about the specific services that will be available to help you and your family. Payment for Moving Expenses To pay the cost of moving, you may choose either a payment for actual reasonable moving and related expenses or a moving expense and dislocation allowance. What Is A Payment For Actual Reasonable Moving And Related Expenses? If you choose a Payment For Actual Reasonable MovingAnd Related Expenses, you may include in your claim the reasonable and necessary costs for. . Transportation for you and your family. . Packing, moving and unpacking your household goods. . Disconnecting and reconnecting household appliances and other personal property (examples, telephone and cable TV). . Storage of household goods, as may be necessary. . Insurance for the replacement value of your property during the move and necessary storage. . The replacement value of property lost, stolen or damaged in the move (but not through your neglect) if insurance is not reasonably available. The Agency will explain all eligible moving costs, as well as those which are not eligible. You must be able to account for any costs that you incur, so keep all your receipts. Select your mover with care. The Agency can help you select a reliable and reputable mover. You may elect to pay your moving costs yourself and be repaid by the Agency, or, if you prefer, you may have the Agency pay the mover. In either case, let the Agency know before you move. What Is A Moving Expense And Dislocation Allowance? If you choose a Moving Expense and Dislocation Allowance, you will receive an allowance which is based on the number of rooms in your home or the number of rooms of furniture you will be moving, as shown on a schedule. The Agency has a copy of the schedule and will help you decide whether choosing this allowance is in your best mterest . If you do not have a large amount of personal property to move, this payment should be more advantageous. No special documentation Is required to support your claim. You need only move your personal property and complete the appropriate claim form in order to receive your payment Payment for Rental Assistance You may be eligible to receive rental assistance. If so, you may choose assistance under the RARAP or under the URA. For most tenants, the amount of assistance provided under the RARAP is greater. .. RARAP Rental Assistance. If you are eligible, you will receive assistance based on estimated needs for a period of at least 60 months. The Agency has the option of offering you that assistance in cash or under the Section 8 Rental Certificate or Voucher Program. The Agency will tell you which option it is providing to you. . Cash Rental Assistance. The assistance is computed by subtracting the amount you are expected to contribute towards the monthly rent (usually 30 percent of adjusted monthly income) from the cost of rent and utilities for your new home (or a comparable replacement home,if that cost is lower). That monthly need, if any, is multiplied by 60, to determine the total amount that you will receive. This amount will be paid directly to you. The Agency will provide the assistance in monthly installments or other periodic payments. Example: Let's say that your family's adjusted monthly income is $600, and the monthly rent and estimated average utility costs for a comparable replacement home which you move to are $350. In this case, your monthly need would be $170 [$350- $180 (30 percent of $600)]. Multiplying this amount times 60 months results in $10,200 of rental assistance. . . Section 8 Rental Assistance (RARAP). You may be offered a Section 8 Rental Certificate or Rental Voucher. If so, you will also be referred to comparable replacement dwellings where the owner will accept the certificate or voucher. Rental Certificate. Generally, with a Section 8 Rental Certificate you must lease a unit where the rent and utility costs do not exceed the Section 8 FMR. The Section 8 Rental Certificate covers the difference between your contribution and the monthly rent and utility costs at the replacement home. Rental Voucher. With a Section 8 Rental Voucher, you may pay more or less than 30 percent of your adjusted income, depending on the unit you select. You will be offered opportunities to rent a unit that you can afford. If you rent an acceptable unit where your contribution to the rent is less than the "payment standard," you keep the savings. If the rent exceeds the payment standard, you must pay the difference. Advantages of Section 8 Rental Assistance. The Section 8 assistance may coQtinue as long as you have a need. Unlike cash assistance, Section 8 assistance is recomputed each year to reflect changes in your income, rent or the cost of utilities. While cash assistanceJs certain to terminate at the end of 60 months, Section 8 :~ assistance may continue to be available after the 60-month period ends if you still qualify as a lower-income person. To qualify for rental assistance, you must rent and occupy a decent, safe, and sanitary home within one year after the date you move. However, the Agency will extend this period for good cause. URA Rental Assistance. URA rental assistance is computed in the following manner: The assistance needed for one month is determined by subtracting the "base monthly rent" for your present home from the cost of rent and utilities for your new home (or a comparable replacement home, if that cost is lower). That monthly need, if any, is multiplied by 42, to determine the total amount that you will receive. ThIs amount will be paid directly to you in monthly installments or other periodic payments. Generally, the base monthly rent for your present home is the lesser of: (1) the monthly rent and average monthly cost (or utilities, or (2) thirty (30) percent of your income. Examples: Let's say that the monthly rent and average cost for utilities for your present home are $250; the monthly rent and estimated average utility costs for a comparable replacement home are $350; and your monthly income is $700. In this case, your -base monthly rent" would be $210 because that amount (30 percent of your income) is less than the monthly Cost of rent and utilities at your present home ($250). ., . If you rent a replacement home for $360 per month, including estimated average monthly utility charges, you will receive $5,880. That amount is 42 times $140 (the difference between the "base monthly rent" for your present home ($210) and the cost for a comparable replacement home ($350)). If you rent a replacement home for $310, including estimated average monthly utility charges, you wlll receive $4,200. That amount is 42 times $100 (the difference between the "base monthly rent" for your home . ($210) and the actual cost of your new home ($310)). To qualify for rental assistance, you must rent and occupy a decent, safe, and sanitary home within one year ll,fter the date you move. However, the Agency will extend this period for good cause. Purchase Assistance . If you buy, rather than rent, a replacement home, you may be eligible for assistance to make a down payment. The amount depends on the type of housing that you buy. RARAP purchase assistance is limited to mutual housing and cooperate housing. If you wish to purchase a house that is not mutual or cooperative housing you may do so. However, your purchase assistance may then be provided under the URA - an amount that may be less than the RARAP amount RARAP Purchase Assistance. If you buy a replacement home which is mutual or cooperative housing, you may be eligible for assistance based on the present value of. . the monthly payments you would receive if you rented a comparable replacement home for 60 months. Remember, the monthly payment is generally determined by subtracting 30 percent of your adjusted income from the monthly rent and estimated average monthly utility cOsts f~5 a comparable replacement home. Example: Assuming the Information in the prior RARAP example and a 4 percent return on passbook savings, the purchase assistance would be $9,231. Remember, your net monthly contribution was $180, and the monthly rent and estimated average monthly utilities cost for a comparable replacement home was $350. The monthly difference Is $170. The present value of 60 monthly payments of $170, discounted at 4 percent, is $9,231. . The full amount of the payment must be applied)o the purchase of the mutual or cooperative dwelling that you buy. " URA Purchase Assistance. URA assistance to make a down payment is equal to the amount you would receive if you had rented a comparable replacement home (42 times the amount obtained by subtracting the "base monthly rent" for your present home from the monthly rent and estimated average monthly utility costs for a comparable replacement home). Remember, URA assistance is not limited to mutual housing or cooperatives. . Example: Assuming the information in the prior URA examples, the assistance for a down payment would. be $5,880. That amount is 42 times $140 (the difference between the "base monthly renf for your present home ($210) and the monthly rent and estimated average monthly utilities cost for a comparable replacement home ($350)). The full amouht of the payment must be applied to the purchase of your new home. . Must I File A Claim To Obtain A Relocation Payment? Yes. You must file a claim for each relocation payment. The Agency will, however, provide you with the required claim form, help you to complete it, aod explain the type of documentation, if any, that you must submit in order to receive the payment If you must pay any relocation expenses before you move (for example, a security dePosit when you sign a lease for your new home), discuss your financial needs with the Agency. You should be able to obtain an advance payment to meet these costs. An advance payment may be placed In "escrow" or paid directly to a contractor to ensure that the move will be completed ona timely basis. , You must file your claim within 18 months after the date you move. However, it is to your advantage to file as soon as possible after you move. The sooner you submit your claim, the sooner it can be processed and paid. If you are unable to file your claim within 18 months, ask the Agency to extend this period. . Be careful not to confuse this 18-month period with the 12-month period within which you must rent (or buy) and occupy a replacement dwelling in order to be eligible for a replacement housing p'l:.yment . -it You will be paid promptly after you file an acceptable claim. If there is any question regarding your right to a relocation payment or the amount of the payment, you will be notified, in writing, of the problem and the action you may take to resolve the matter. Will J Have To Pay Rent To The Agency Before I Move? If the Agency acquires the property In whl!:h you live, you may be required to pay a fair rent to the Agency for the period between the acquisition of the property and the date that you move. Such rent will not exceed the market rent for comparable properties in the area. Do J Have To Pay Federal Income Taxes On My Relocation Payments? No. You need not report relocation payments as part of your gross income for Federal 1ax purposes. For information on State or local income taxes, you should check with the State or local income tax office in your area or with your personal tax advisor. If J Don't Receive The Required Assistance, Can I Appeal? If you disagree with the Agency's decision as to your right to relocation assistance or the amount of a payment, or the adequacy of the housing to .which you have been referred, you may appeal the decision to the Agency. The Agency will inform you of its appeal procedures. At a minimum,; you will have 60 days to file your appeal with the Agency after your receive written notification of the Agency's determination on your claim. Your appeal must be in writing. However, if you need help, the Agency will assist you in preparing your appeal. If you are dissatisfied with the Agency's determination on your appeal, you may request administrative review of that decision (by HUD or the State). You can expect a fair decision on any appeal. However, if you are not satisfied with the final administrative decision on your appeal, . you may seek review of the matter by the courts. J Have More Questions. Who Will Answer Them? If you have further questions after reading this booklet, contacllhe Agency and diSQJSS your concems with an Agency representative. Call your local HUe office for assistance. Go to www.hud.gov to find out about your local HUe offlce. It HUD-1045-CPD September 1995 .~ (Previous Edition Obsolete) ,. EXHIBIT 'D' - ADDENDUM NO. 1 ",~ltf'"';;~ (SLJB,JECT TO PUBLIC COMMENT) : - ..1 DISPOSITION AND DEVELOPMENT AGREEMENT (Tippecanoe Study Area) --Inland Valley Redevelopment Project Area-- THIS DISPOSITION AND DEVELOPMENT AGREEMENT (the "Agreement") is dated as of May 21, 2001, by and between SBT Partners, LLC, a California limited liability company (the "Developer") and the Redevelopment Agency of the City of San Bernardino (the "Agency"), and this Agreement is entered into in light of certain facts set forth in the following Common Recitals: --COMMON RECITALS-- 1. The lands included in the Site (as this term is defined herein) display a number of symptoms of blight, and the Agency has determined that the redevelopment of the Site, in accordance with the terms of this Agreement, shall assist the community to eliminate the conditions of blight on the Site, and prevent the spread of conditions of blight into other areas of the community including into the redevelopment project area of the Tri-Cities Redevelopment Project of the Agency. 2. The Agency has also determined that: 5/15/01 ct 5B2001:7825.8 . the redevelopment of the Site will also assist the City of San Bernardino to implement its general plan by providing for the design and installation of the Harrison Place Improvement Project (as this term is defined herein), subject to the terms and conditions set forth below; . as part of the redevelopment of the Site, the Agency shall provide for the relocation of families and households who currently reside there, with safe, sanitary and decent housing; and . the redevelopment of the site, in accordance with the terms of this Agreement, shall compliment the efforts of the Inland Valley Development Agency to provide for the redevelopment of the former Norton Air Force Base. I-I NOW THEREFORE, THE DEVELOPER AND THE AGENCY AGREE AS FOLLOWS: SECTION 1.1. Scope of the Redevelopment Pro;ect. The redevelopment project activities to be undertaken by the Developer and shall consist of the development of approximately 268,600 square feet of gross interior commercial space structures to be situated on approximately twenty four and five tenths (24.5) acres of land generally situated at the northwest corner of the Tippecanoe Avenue undercrossing of the Interstate 10 Freeway in San Bernardino, California, The Developer's improvements on the proposed site will be developed in two (2) phases of improvement. The initial phase of improvement ("Phase I proj ect") will be developed by the Developer (and in part by the Developer's tenant) and shall include the improvement of approximately 198,600 square feet of gross interior commercial space structures which shall be situated on approximately seventeen and sixty six hundredths (17.66) acres of land. The phase I Project will be situated on the "Phase I Site" which generally includes the lands located to the south of the new public street alignment of Harriman Street. Approximately 130,400 square feet of commercial structures improvements of the Phase I Project will be reserved for occupancy by a retail discount center business (as provided herein), and 45,000 square feet of other retail, together with two (2) freestanding pad-structures of approximately 10,000 square feet each, will also be included in the Phase I Project, The second phase of improvement (the "Phase II Project") will include the development of up to approximately 70,000 square feet of gross interior area commercial space structures on approximately five and seven tenths (5.7) acres of land. The Phase II Project will be situated on the "Phase II Site" which is generally situated along the north side of the new public street alignment of Harriman Street. The Phase II Project will include the improvement by the Developer of up to approximately 70,000 square feet of gross interior commercial building area which may be allocated among retail buildings of between 25,000 to 30,000 square feet in size and freestanding buildings/pads measuring from 5,000 to 10,000 square feet in gross interior building area. SECTION 1.2. Inland Valley Redevelopment Pro;ect and the Redevelopment Cooperation Aqreement BY and Amonq the Inland Valley Development Aqency. the City of San Bernardino and the Aqency. The Site is situated in the redevelopment project area of the Inland Valley Redevelopment Project Area which was adopted by the Inland Valley Development Agency (the "IVDA"). The IVDA has delegated certain responsibilities for the redevelopment of the 5/15/01 ct 882001:7825.8 1-2 Site to the Agency pursuant to the terms of a Redevelopment Study Agreement, dated as of July 1, 1999, by and among the City of San Bernardino (the "City"), the Agency and the IVDA. The redevelopment of the Site and the implementation of certain provisions of this Agreement as relate to the Condemnation Parcels, as set forth herein, may require certain additional consultations from time-to-time by and between the Agency and the IVDA. To the extent that the IVDA may be requested by the Agency to provide redevelopment assistance to the Agency, in addition to any such assistance contemplated under the Redevelopment Study Agreement, such redevelopment assistance of the IVDA shall be provided in the sole discretion of the IVDA. SECTION 1.3. Site Acauisition and Redevelopment Pro;ect Environmental Impact Report. An Environmental Impact Report (State Clearinghouse No. 2000081074) has been prepared and considered for the Site Acquisition Program, the Harriman Place Improvement Project, the Phase I Project, the Phase II Project and various alternatives to these, including the proposed separated OPA with a third party property owner. SECTION 1.4. Defined Terms. In addition to the usage of certain terms which have defined meanings as set forth in the preceding paragraphs of this Agreement, or in other sections of this Agreement, certain other words and phrases are used in this Agreement to refer to the following unless the particular context of usage of a word or phrase may otherwise require: . "Certificate of Completion" means the written confirmation of the Agency as more fully described in Section 3.7, which evidences that the Developer has satisfactorily completed the redevelopment of the Phase I and later, the Phase II Project, as applicable. . "Certificate of Subdivision Compliance" means and refers to the certificate (s) of subdivision compliance which shall be issued by the City to the Developer at the time of the Site Transfer Escrow Closing for the Phase I Site, or later for the Phase II Site. . "City" means City of San Bernardino. The City is not a party to this Agreement, . "Condemnation Parcel" means and refers to a Site Parcel which the Agency has been unable to satisfactorily 5/15/01 ct SB2001: 7825.8 1-3 complete a negotiated purchase with the owner within a reasonable period of time following the Agency's transmittal of an offer to purchase to such owner. . "Corner Parcel" means and refers to a portion of the Site generally situated near the southwesterly corner of the intersection of Tippecanoe Avenue and Harriman Street which abut the Phase I Site and which shall be available for disposition and redevelopment by either In-N-Out Burger, as provided in Section 2.14 or by the Developer, as provided in Section 2.16, if applicable, A legal description of the Corner Parcel is included in Attachment No. 1D. . "Developer Improvement Plan Concept" means and refers to the concept plan for the Phase I Project and the Phase II Project, as depicted on Attachment NO.2. . "Developer Investigations" means and refers to the Developer's due diligence investigation of each Site Parcel to determine the suitability of such lands for development. The Developer Investigations shall include an investigation of environmental and geotechnical suitability of such lands as determined at the sole discretion of the Developer. . "Development Project Application" means and refers to the completed application(s) of the Developer for the review and discretionary approval by the City of the plan of improvement of the Phase I Project and/or the Phase II Project, as applicable, to be undertaken by the Developer, Each Development Project Application shall include all of the information necessary for the City to issue its development project approvals for the Phase I Project and/or the Phase II Project, as applicable, including all development compliance conditions. At the time of its submittal to the City, the Development proj ect Application shall be substantially consistent with the Developer Improvement Concept. Promptly following the approval of the Development Project Application by the City, the Developer shall prepare and complete the Project-related development improvement plans and specifications, including without limitation exterior sign and lighting plans and landscape plans in sufficient detail to obtain the issuance of all necessary Development Project Permits from the City. 5/15/01 ct 8B2001:7825.8 1-4 . "Development Project Permits" means and refers to all of the regulatory and building permits which the Developer shall obtain from the City (and each of the other agencies with regulatory jurisdiction over the Phase I Project and the Phase II Project, as applicable) for the construction and improvement of the Phase I Project, and later the Phase II Project, as applicable, by the Developer. . "Escrow Agent" means and refers to First American Title Company, or such successor entity as may be mutually designated by the Developer and the Agency, The Escrow Agent shall administer the Site Transfer Escrow. . "In-N-Out Burger Site" means and refers to the lands which abut the Phase I Site which may be redeveloped by In-N-Out Burger under a separate agreement with the Agency. Provided that In-N-Out has exercised its election to acquire the portion of the lands included in the In-N-Out Site which it does not own (e.g.: the Corner Parcel) under the terms of such an agreement with the Agency, the Developer and In-N-Out shall enter into the In-N-Out Driveway REA. A legal description of the In-N- Out Burger Site is included in Attachment No. 1F. . "In-N-Out Lands" means and refers to the land improvements which abut the Phase I Site and which are presently owned by In-N-Out. A legal description of In- N-Out Lands is included in Attachment 1E. . "IVDA" means and refers to the Inland Valley Development Agency, a joint powers authority established under Health and Safety Code Section 33492.40 et seq. The IVDA has delegated certain responsibilities for the redevelopment of the Site to the Agency pursuant to the terms of the Redevelopment Study Agreement, dated as of July 1, 1999 by and among the IVDA, the City and the Agency. A copy of the Redevelopment Study Agreement is on file with the Agency Secretary. . "Harriman Construction Agreement" means and refers to the public street construction improvement and financing agreement by and between the City and the Agency for the Harriman Place Improvement Project. The Harriman Construction Agreement shall provide for the financing, design and installation of the Harriman Place Improvement proj ect. Such agreement shall provide, among other things, for an identification of a source of funds to pay 5/15/01 ct $B2001:7825.8 1-5 for the Harriman Place Improvement proj ect, including all right of way acquisition and relocation costs, design engineering, construction costs and contingency and financing costs. The Harriman Construction Agreement shall also set forth a commencement date for the work of improvement to occur within 90 days following the close of the Site Transfer Escrow (Phase I Site), and for such work of improvement to be diligently prosecuted to completion within 270 days following the close of such escrow. . "Harriman Place Charge" refers to the sum payable to the Agency by the Developer as specified in Section 2.2(a) (ii). . "Harriman Place Improvement Project" means and refers to the public street improvement project to be undertaken by the Agency (and administered by the City) concurrently with the construction and installation of the Phase I proj ect by the Developer. The Harriman Place Improvement Project is described in Section 2.12 and Attachment No. 12. . "New Store" means and refers to approximately 129, 000 square foot commercial retail sales facility to operate on the Site by a nationally recognized merchandiser of high-volume consumer retail products. The Developer shall certify to the Agency the readiness of the operator of the New Store to proceed with the redevelopment of the New Store on the Site subject to the terms of its written lease agreement with the Developer as set forth in Section 1.8. . "Phase I Project" means and refers to the development project to be undertaken by the Developer on the Phase I site promptly following the close of the Site Transfer Escrow (Phase I Site). The Phase I Project shall include the construction and improvement by the Developer, or its tenants (including the New Store) of a total of approximately 198,600 square feet of gross interior area commercial buildings. The Phase I Project shall not include the improvement by the Developer of the In-N-Out Burger Lands except to the extent set forth in Section 2.16, if applicable, or the Harriman Place Improvement Project. A more detailed description of the functional elements of the Phase I Project is included as Attachment No. 4A. 5/15/01 ct 882001:7825.8 1-6 . "Phase I Site" means and refers to the portion of the Site which the Agency shall transfer to the Developer at the close of the Site Transfer Escrow (Phase I Site). The Phase I Site is approximately 17.66 acres in size (including therein portions of Lot 24 and Lot 25 as described in the next sentence, but excluding therefrom the portion of the public street right-of-way area of the new alignment of Harriman Place). The Phase I Site shall include portions of "Lot 24 and Lot 25" as described in Attachment IG; provided that, the Agency first enters into a third-party agreement as described in Section 2.14. The lands described in Attachment IG may be transferred to the Developer following the close of Site Transfer Escrow as provided in Section 2.14(d). A legal description of the phase I Site which excludes the lands described in Attachment IG is attached hereto as Attachment No. IH. The Developer shall cause the Phase I Project to be constructed and installed on the Phase I Site as set forth herein. A tentative legal description of the Phase I Site is included as Attachment No. lB. The Phase I Site does not include the Corner Parcel or the In-N-Out Burger Site. . "Phase II Project" means and refers to the development project to be undertaken by the Developer on the Phase II Site promptly following the close of the Site Transfer Escrow (Phase II Site). The Phase II Project shall include the construction and improvement by the Developer of a total of up to approximately 70,000 square feet of gross interior area of commercial buildings. The Phase II Project shall not include the improvement of the Harriman Place Improvement Project. A more detailed description of the functional elements of the Phase II Project is included as Attachment No. 4B. . "Phase II Site" means and refers to the portion of the Site which the Agency shall transfer to the Developer at the close of the Site Transfer Escrow (Phase II Site). The Phase II Site is approximately 5.7 acres in size (excluding therefrom the portions of the public street right-of-way area of the new alignment of Harriman Place). The Developer shall cause the Phase II Project to be constructed and installed on the Phase II Site as set forth herein. A tentative legal description of the Phase II Site is included as Attachment No. lC. . "Project REA" means and refers to the shopping center covenants, conditions and restrictions which shall be 5/15/01 ct 882001: 7825. B 1-7 applicable to the Phase I Site. The Project REA provides for the coordination, administration, maintenance and replacement of on-site driveways, traffic circulation, pedestrian walkways, landscaping and shopping center operation and use controls in order to assure and preserve the character and quality of the Phase I Project as a first-class community shopping center. . "Schedule of Performance" means and refers to the time schedule for the performance of key steps for the assembly of the Site by the Agency and the construction of the Harriman Place Improvement Project and the redevelopment of the Phase I Project, and later the Phase II Project by the Developer. The Schedule of Performance is included as Attachment No.6, and is deemed approved by the parties concurrently upon the approval of this Agreement by the governing board of the Agency. . "Site" means and refers to all of the lands necessary for the Harriman Place Improvement proj ect, the Phase I Project and Phase II Project of the Developer, and the project as may be undertaken by In-N-Out under a separate agreement with the Agency. The Site includes approximately twenty seven and twelve tenths (27,12) acres of land, more or less, A plat map and a legal description of the lands included in the Site is annexed to this Agreement as Attachment No. lA. . "Site acquisition costs" means and refers to each of the various categories of cost associated with the assembly and acquisition of the Site by the Agency. An estimate of the total amount of the Site acquisition costs as of the date of this Agreement is included in Section 2.4 as the Preliminary Site Assembly Budget. . "Site Parcel" means and refers to each of the legal parcels of land which comprise the Site. As of the date of this Agreement the Agency does not own or possess any equitable interest in any Site Parcel. A legal description of all of the Site Parcels which comprise the Site is included as Attachment No. lA. . "Site Parcel Acquisition Agreement" means and refers to the general form of the real estate purchase agreement by and between the Agency and each owner of a Site Parcel. The general form of the Site Parcel Acquisition Agreement is included as Attachment No.7. 5/15/01 ct SB2001:7825.8 1-8 . "Site Parcel Escrow" means and refers to each of the individual escrow transaction accounts established by the Agency with each record owner of a Site Parcel for the acquisition of such Site Parcel by the Agency. . "Site Transfer Escrow" means and refers to the escrow transaction account established by the Developer and the Agency for the transfer of the Phase I Site, or later than Phase II Site, to the Developer. . "Site Transfer Escrow Closing" means and refers to the time when the conditions for the transfer of title and/or possession of the phase I Site or later, than Phase II Site, as applicable from the Agency to the Developer have been satisfied by the parties and the applicable form of the Agency Grant Deed and other necessary documents are recorded. SECTION 1.5. Parties to the Aqreement. (a) Agency. Agreement. The parties to this Agreement are the Developer and the Neither the City or the IVDA are parties to this (b) The Developer is as identified above. The principal office of the Developer for purposes of this Agreement is located at 13 Corporate Plaza, Newport Beach, California 92660. The Developer has provided the Agency with satisfactory evidence of the legal formation and existence of the Developer and the good standing of the Developer to transact business within the State, to hold title to the Site and to develop the Project. (c) The Agency is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the Community Redevelopment Law of the State of California, Health and Safety Code Section 33000, et seq. SECTION 1.6. [RESERVED -- NO TEXT] SECTION 1.7. Chanqe in Ownership Manaqement and Control of the Developer--Assiqnment and Transfer. (a) Transfer as used in this Section 1.7, the term "Transfer" means: (1) Any total or partial sale, assignment or conveyance, or any trust or power, or any transfer in any other mode or 5/15/01 ct $82001:7825.8 1-9 form by the Developer of more than 49% interest (or series of such sales, assignments and the like which in the aggregate exceed a disposition of more than a 49% interest) with respect to its interest in this Agreement, the Phase I Site, the Phase II Site or any part thereof or any interest therein or of the improvements constructed thereon, or any contract or agreement to do any of the same; or (2) Any total or partial sale, assignment, conveyance, or transfer in any other mode or form, of or with respect to any ownership interest in Developer (or series of such sales, assignments and the like which in the aggregate exceeded a disposition of more than a 49% interest); or (3) Any merger, consolidation, sale or lease of all or substantially all of the assets of the Developer in the Agreement, the Phase I, the Phase II Site or any part thereof or any interest therein or the improvements construction thereon (or series of such sales, assignments and the like which in the aggregate exceeded a disposition of more than a 49% interest) except for the sale of pads (the "Pads") for the construction by third parties (or by the Developer for the account of such third parties) for the construction of a portion of the Phase I Project or the Phase II Project, as applicable, provided that such Pads are encumbered by the Project REA; or (4) The leasing of part or all of the Phase I Site or the Phase II Site or any part thereof or any interest therein except for the lease of a portion of the Phase I Site for the New Store, and further excepting leases for individual retail occupancies of the other portions of the Phase I Site or the Phase II Site not occupied by the New Store where the Developer retains control under the Project REA. (b) This Agreement is entered into solely for the purpose of the redevelopment of the Site and the improvement of the Phase I Project, and later the Phase II Project. The Developer recognizes that the qualifications and identity of Developer are of particular concern to the Agency, in view of: (1) The importance of the redevelopment of the Site to the general welfare of the community; (2) The fact that a Transfer by the Developer of the Phase I Site and/or the Phase II Site is for all practical purposes a transfer or disposition of the responsibilities of 5/15/01 ct SB2001:782S.8 1-10 the Developer, with respect to the Phase I Site and the Phase II Site, as applicable. The Developer further recognizes and acknowledges that it is because of the qualifications and identity of the Developer that the Agency is entering into this Agreement with the Developer, and, as a consequence, Transfers are permitted only as provided in this Agreement. (c) The limitations on a Transfer as set forth in this Section 1.7 by the Developer shall apply until such time as the New Store has opened for business to the general public as set forth in Section 4.6 and a Certificate of Completion is approved by the Agency for the Phase I Project. Except as expressly permitted in this Agreement, the Developer represents and agrees that it has not made or will create or suffer to be made or created, any Transfer, either voluntarily or by operation of law without the prior written approval of the Agency until such time as a Certificate of Completion has been recorded. After the date of recordation of a Certificate of Completion, certain other provisions of this Agreement shall nonetheless be applicable to subsequent conveyances of interest in the Phase I Site and/or the Phase II Site, or portions thereof, as provided in Article IV of this Agreement. Any Transfer made in contravention of this Section 1.7 shall be deemed to be a default under this Agreement whether or not the Developer knew of or participated in such Transfer, and shall be voidable at the election of the Agency. (d) The following types of a Transfer shall be permitted and approved by the Agency and are referred to herein as a "Permitted Transfer": (1) Any Transfer by the Developer following the Site Transfer Escrow Closing (Phase I Site) creating a "Security Financing Interest" in the Phase I Project which conform to the provisions of Section 3.2 and Section 3.3; (2) Any Transfer directly resul ting from the foreclosure of a Security Financing Interest created by the Developer in the Phase I Project or the granting of a deed in lieu of foreclosure of a Security Financing Interest; (3) A Transfer under (1) or (2) above, involving the Phase II Site; (4) Any Transfer of stock or equity of the Developer which does not change management or operational control of the Project; 5/15/01 ct SB2001:7825.8 1-11 (5) Any Transfer of any interest in Developer to any affiliate of or other entity related to the Developer. (e) No Permitted Transfer of this Agreement or any interest in the Phase I Site or the Phase II Site, or the Phase I Project or the Phase II proj ect by the Developer (other than a Permitted Transfer created pursuant to a Security Financing Interest under Section 3.3) shall be effective unless, at the time of the Permitted Transfer, the person or entity to which such Transfer is made, shall expressly assume the obligations of Developer under this Agreement and such person also agrees to be subject to the conditions and restrictions to which Developer is subject under this Agreement. Such an assumption of obligation shall be evidenced by a written instrument delivered to the Agency in a recordable form which is satisfactory to the Agency. (f) Provided the particular transaction satisfies the applicable provisions of Section 1.7 (d), the Developer is not required to give the Agency advance notice of such a Permitted Transfer. The Agency may, in its reasonable discretion, approve in writing any other Transfer as requested by the Developer provided such proposed transferee can demonstrate successful and satisfactory experience in the ownership, operation, and management of regional shopping center facility comparable in size and quality to the Phase I Project. Any such transferee for itself and its successors and assigns, and for the benefit of the Agency shall expressly assume all of the obligations of the Developer to the Agency under this Agreement. There shall be submitted to the Agency for review all instruments and other legal documents proposed to effect any such other Transfer; and the approval or disapproval of the Agency shall be provided to the Developer in writing within thirty (30) days of receipt by the Agency of Developer's request, and the Agency approval of a transfer and shall not be unreasonably withheld or delayed. (g) Following opening of the New Store for business to the general public, and the issuance of a Certificate of Completion, the Developer shall be released by the Agency from any liability under this Agreement which may arise from a default of a successor in interest occurring after the date of such a Transfer; provided, however that the covenants of the Developer as set forth in Article IV of this Agreement shall run with the land for the term as provided in the Agency Grant Deed. SECTION 1.8. Approval bv the Operator of the New Store for the Phase I Pro;ect. The Developer has represented to the Agency that Sam's Real Estate Business Trust ("Sam's") has expressed an intention to approve the operation of the New Store on the Phase I 5/15/01 ct SB2001:7825.8 1-12 Site, subject to certain conditions. The Developer has disclosed to the Agency the relevant and material terms of the arrangement by and between Sam's and the Developer for the purpose of inducing the Agency to enter into this Agreement. By the date not later than the first of the following events to occur, the Developer shall provide the Agency with written confirmation satisfactory to the Agency Executive Director which shall not be unreasonably withheld, conditioned or delayed, that the written lease agreement by and between the Developer and Sam's is in full force and effect: (i) the date on which the Agency transmits one or more offers to acquire one or more Site Parcels to the owners thereof, unless the Agency elects to defer satisfaction of these conditions with respect to one or more specific offers to acquire one or more such Site Parcels; (ii) the date on which the City deems the Development Project Application for the Phase 1 Project to be complete; (iii) ninety (90) days following the approval of this Agreement by the Agency; or SECTION 1.9. Redevelopment Plannina and Participation Aareement. When this Agreement has been approved by the governing board of the Agency at the conclusion of a public hearing, and this Agreement has been fully executed by the authorized officers of the parties, the obligations and covenants of the parties as arise under the Redevelopment Planning and Participant Agreement, dated as of November __, 1999, as amended shall be of no further force or effect; provided however, that all outstanding invoices of the Agency for costs incurred by the Agency under the Redevelopment Planning and Participation Agreement shall have been paid by the Developer pursuant to and limited by the terms of the Redevelopment Planning and Participation Agreement. SECTION 1.10. List of Attachments to Aareement. Each of the following items or documents are hereby deemed to be approved by the parties as of the date of approval of this Agreement by the governing board of the Agency and each such item or document is incorporated into the text of this Agreement by this reference: Attachment No. lA Legal Description of the Site and Plat Map Attachment No. IB Tentative Legal Description of the Phase 1 Site and Plat Map 5/15/01 ct SB2001:7825.8 1-13 Attachment No. lC Tentative Legal Description of the Phase II Site and Plat Map Attachment No. ID Legal Description of the Corner Parcel and Plat Map Attachment No. IE Legal Description of In-N-Out Lands and Plat Map Attachment No, IF Legal Description of In-N-Out Burger Site (Existing Location) and Plat Map Attachment No. IG Portions of Lot 24 and Lot 25 to be transferred by Agency to Developer following completion of In-N-Out Burger relocation as provided in Section 2.14 Attachment No. IH Phase I Legal Description With Portions of Lot 24 and Lot 25 Attachment No. 2 Developer Improvement Plan Concept Attachment No. 3 Site Parcel Identification List Attachment No. 4A Attachment No. 4B Attachment No. 5 Attachment No. 6 Attachment No. 7 Attachment No. 8 Attachment No. 9 Attachment No. 10 Attachment No. 11 Attachment No. 12 5/15/01 ct 8B2001:7825.8 Description of the Phase I Project Description of the Phase II Project RESERVED - NO TEXT Schedule of Performance Site Parcel Acquisition Agreement (general form) [RESERVED-NO TEXT] Form of Agency Grant Deed [RESERVED-NO TEXT] Certificate of Completion Harriman Place Improvement Project Description 1-14 ARTICLE II SECTION 2.1. Transfer of the Phase I Site by the Aaency to the Developer for Redevelopment. The Phase I Site is comprised of all or part of approximately sixty one (61) separate legal parcels of land. Each such separate legal parcel of land is referred to as a "Site Parcel" regardless of whether the acquisition of such parcel by the Agency is necessary for the Harriman Place Improvement Project, disposition to the Developer either in whole or in part as a portion of the Phase I Site or for disposition to In-N-Out as part of its separate proj ect. As of the date of approval of this Agreement by the governing board of the Agency, the Agency owns none of the Site Parcels. A major portion of the Site Parcels have been improved for residential purposes and are presently occupied by owners or residential tenants. It is the intent of the Developer and the Agency that the Agency shall use best efforts to acquire each of the Site Parcels directly from the current owners thereof by negotiated purchase, subject to the terms and conditions of the Agreement. Nothing contained in this Agreement shall require the Agency to pay an amount for the acquisition of any Site Parcel from its owner, which the Agency has determined, based upon its approved real property appraisal report for such Site Parcel, exceeds the fair market value for such Site Parcel. The obligation of the Developer to construct and complete the Phase I Project and later, the Phase II Project shall not arise until such time as the Site Transfer Escrow (Phase I Site) is in a condition to close in accordance with the terms of this Agreement. If the necessary Site Parcels for the Phase I Site cannot be assembled, and the Site Transfer Escrow placed in a condition to close on or before January 18, 2002, subject to such extensions of time as may be approved by the Developer and the Agency as set forth in Section 2.3(f), this Agreement shall be subject to termination by either party as provided in Section 5.10. SECTION 2.2. Developer. Phase I Site Purchase Price Payable By (a) Subj ect to the provisions of Section 2.8, the Agency hereby agrees to exercise its best efforts to assemble the Site Parcels as necessary or appropriate for the Phase I Site, and to transfer the Phase I Site to the Developer, and thereafter cause the Harriman Place Project to be constructed and installed, and the Developer hereby agrees to: 5/15/01 ct SB2001:7825.B I-1S (i) purchase the Phase I Site from the Agency for the sum of Four Dollars and Fifty One Cents ($4.51) per square foot of land included in the Phase I Site. The product of the total number of square feet included in the Phase I Site (which is 769,385 square feet - - net of the number of square feet of such land included within the new public street right- of-way area of Harriman Place, as realigned which abuts the Phase I Site), multiplied by the amount payable by the Developer per square foot of land in the Phase I Site is referred to herein as the "Phase I Site Purchase Price"; (ii) pay to the Agency, in addition to the Phase I Site Purchase Price, the Harriman Place Charge at the times and in the amounts provided in Section 2.12; and (iii) cause the Phase I Project improvements to be constructed on the Phase I Site following the close of the Site Transfer Escrow (Phase I Site) in accordance with the Development Project Application. (b) As of the date of this Agreement, the Agency and the Developer estimate that there are approximately 893,000 square feet of land in the Phase I Site, more or less. This figure includes certain areas within existing public street rights of way which shall be subject to the Harriman Place Improvement Project. In the event that the final survey of the Phase I Site prepared by the Developer at the time of the close of the Site Transfer Escrow (Phase I Site) may indicate a different area calculation for the Phase I Site, then in such event the Phase I Site Purchase Price shall be subject to an adjustment as provided in Section 2.9(g). (c) In the event that the Agency may determine that it is necessary or appropriate to refer the acquisition of one or more Site Parcels to the IVDA as provided in Section 2.3 (d), the Developer shall prepay a portion of the Phase I Site Purchase Price which corresponds to such Site parcel{s) to the Agency outside of the Site Transfer Escrow (Phase I Site) as set forth in this Section 2.2(c). Within ten (10) days following written request of the Agency which identifies the particular Site Parcel referred to the IVDA for acquisition as a "Condemnation Parcel", the Developer shall pay to the Agency the portion of the Phase I Site Purchase Price which corresponds to such property; provided however, that the Developer shall have first determined in its sole discretion that such payment for a Condemnation Parcel is indicated. Upon receipt of such sum from the Developer as provided in this Section 2.2{c), the Agency shall instruct the Escrow Holder under the Site Transfer Escrow (Phase I Site) to credit the Developer the amount of the Phase I Site Purchase Price as paid to the Agency outside of 5/15/01 ct SB2001:7825.8 1-16 such escrow transaction, In the event that any such payment is made by the Developer to the Agency under this subsection, and thereafter the Agency, or the IVDA, as applicable, may fail to initiate eminent domain proceedings for the acquisition of such Condemnation Parcel under Section 2.3(d), or later, the IVDA may fail to obtain an order for prejudgment possession for such Condemnation Parcel (s) under applicable law, or later the Site Transfer Escrow (Phase I Site) may fail to close as provided in Section 2.5(c), then the Agency shall immediately return to the Developer the sums paid by the Developer to the Agency pursuant to this Section 2.2(c) plus such interest as may have accrued on the Phase I Site Purchase Price as deposited with the IVDA or a court, as applicable, upon the written request of the Developer. The Agency shall not refer any such Condemnation Parcel to the IVDA until the Developer has provided the Agency with the portion of the Phase I Site Purchase Price which corresponds to such Condemnation Parcel. SECTION 2.3. Site Parcel Assemblv Consultations and Site Parcel Assemblv Proqram. (a) Commencing upon the approval of this Agreement by the governing board of the Agency, and thereafter during the Site Parcel assembly program through the close of the Site Transfer Escrow (Phase I Site) and later for the Phase II Site, the Developer and Agency staff shall conduct regular meetings at the Agency offices to review the status of each of the following matters of mutual interest as applicable: (i) all pending offers of the Agency to purchase Site Parcels from the owners thereof; provided however, that the Agency may defer the transmittal of offers to the owners of certain lands included in the Phase II Site until after the Developer has exercised its option to acquire such lands as set forth in Section 2.15; (ii) the Developer Investigations; (iii) administration of the Site Parcel Escrows and the Site Transfer Escrow; (iv) the preparation of the Development Project Application, including, in the case of the Phase I Project, the initiation of the public street closure and vacation proceedings by the City as necessary or appropriate to accommodate the Development Project Application, and the submission of an application to the City for the issuance of 5/15/01 ct 8B2001:7825.8 1-17 one or more Certificates of Subdivision Compliance at the time of close of the Site Transfer Escrow; (v) consideration and approval by the City of the matters included in (iv), above; (vi) review by the Developer and the Agency of the conditions of approval by the City of matters covered in (iv) and (v), above; (vii) administration of the acquisition of the Condemnation Parcels as referred by the Agency to the IVDA, if any; (viii) administration of the Site occupant relocation program; (ix) administration of the Harriman Place Improvement Project by the Agency; (x) coordination of the administration of the Harriman Place Improvement Project, undertaken by the City under the terms of the Harriman Construction Agreement with the improvement of the Phase I Project by the Developer; (xi) coordination of (x) above, with the development project undertaken by In-N-Out on the In-N-Out Lands, if applicable; (xii) (x), above, Project; administration and coordination of (iii) through as applies to the Phase II Site and the Phase II (xiii) review and confirmation of the dates and times set forth in the Schedule of Performance for the performance of certain obligations and satisfaction of various conditions precedent with respect to the redevelopment of the Site and within thirty (30) days following the approval of this Agreement, review the Schedule of Performance for conformity with this Agreement and if appropriate, revise for conformity with this Agreement. (b) The Agency shall initiate the Site Parcel assembly program following the approval of this Agreement by the governing board of the Agency and confirmation by the Executive Director that each of the following conditions has been satisfied: 5/15/01 ct SB2001:7825.8 1-18 (i) the Developer has delivered its written request that the Agency proceed with the Site Parcel assembly program; (ii) the Executive Director has accepted the evidence provided by the Developer that the Developer has the funds necessary to pay the Phase I Site Purchase Price, the Harriman Place Charge and the Phase I Project improvement construction costs; (iii) the Executive Director has confirmed that the funds then estimated by the Executive Director to be required and necessary to pay for Agency acquisition costs under items Section 2.4 (a) (i), (ii) and (iv) inclusive, are available to the Agency; (iv) the Developer has provided the certificate as set forth in Section 1.8; (v) the Developer has provided the Agency with the evidence of insurance as set forth in Section 2.20; (vi) the Condemnation Parcel Acquisition Memorandum by and among the IVDA, the City and the Agency, as described in Section 2.3(d), has been accepted by the governing board of the IVDA, the Mayor and Common Council and the governing board of the Agency, in the sole and absolute discretion of each of them; (vii) the Developer and the Agency have approved the public improvement scheduling memoranda for the Harriman Place Improvement Project as provided in Section 2.12(b), and the City and the Agency have entered into the Harriman Construction Agreement, as provided in Section 2.12{e); (viii) the public appropriate substantial Concept; the City has taken appropriate action to initiate street vacation proceedings as necessary or to accommodate the redevelopment of the Site in accordance with the Development Improvement Plan (ix) the governing real property appraisal required for the Phase Improvement Project; board of the Agency has approved a report for each Site Parcel as I proj ect and the Harriman Place (x) no information has come to the attention of the Executive Director which may cause the aggregate amount of the Site acquisition cost estimate as presented in Section 2.4(a) 5/15/01 ct SB2001:7825.B I-19 to materially Ninety Three ($3,493,872) . exceed the sum of Three Million Four Hundred Thousand Eight Hundred Seventy Two Dollars In the event that the Executive Director may fail to confirm that each of the foregoing items has been accomplished by no later than August 1, 2001, either party may terminate this Agreement as provided in Section 5.10, unless at least ten (10) days prior to such date, the parties agree, as provided by Section 2.3(f), to a specific extension of the date by which the Executive Director may confirm the satisfaction of one or more specific conditions as set forth above. (c) Within thirty (30) days following the Executive Director's confirmation of satisfaction of the matters described in Section 2.3(b), the Agency shall transmit written offers to purchase Site Parcels as necessary or convenient for the Harriman Place Improvement Project and the Phase I Project, to each owner of record thereof. Each such written offer shall be based upon a real property appraisal report for the subject Site Parcel which has been approved by the Agency. The Agency reserves the discretion to engage in discussions and negotiations with the owner of each Site Parcel regarding the terms and conditions of each offer of the Agency, and the Agency further reserves the discretion to modify or withdraw any pending offer of the Agency at any time prior to acceptance by the owner of each Site Parcel. Upon acceptance by the owner of a Site Parcel of the offer of the Agency, the Agency shall promptly open a Site Parcel Escrow affecting such property as provided in Section 2.7. In the event that an Agency offer is either rejected or no response is forthcoming from the owner of the Site Parcel within thirty (30) days following the date of transmi ttal of the Agency offer, or in the event the Executive Director determines that further discussion, negotiation or modification of a pending Agency offer is unlikely to be accepted by the owner of a Site Parcel, then in event the Executive Director may refer the acquisition of such a Site Parcel to the IVDA for its disposition as a Condemnation Parcel under Section 2.3(d). (d) The Agency may request the IVDA to consider the initiation of proceedings to acquire a Condemnation Parcel in accordance with the terms and provisions of a Condemnation Parcel Acquisition Memorandum by and among the IVDA, the City and the Agency (the "Condemnation Memorandum"). The Developer and the Agency each acknowledge and agree that the IVDA and the City each reserve the sole and absolute discretion to approve the terms of the Condemnation Memorandum and that the IVDA shall for itself reserve the discretion to consider whether evidence supports the basis of each of the findings set forth at Code of Civil Procedures 5/15/01 ct SB2001:7825.8 I-20 Sections 1240.030 and 1245.230 with respect to its consideration of the referral of any Condemnation Parcel for acquisition by exercise of the power of eminent domain. The Agency shall request the 1VDA to consider the acquisition of each Condemnation Parcel by an exercise of the eminent domain powers of the 1VDA, if necessary after the Executive Director has determined that an Agency offer has been rejected or that further discussion, negotiation or modification of a pending Agency offer is unlikely to be accepted by the owner of a particular Site Parcel. A referral by the Agency of a Condemnation Parcel to the 1VDA shall be accompanied by the delivery of a sum in cash to the 1VDA equal to the Agency's approved real property appraisal for such Condemnation Parcel. The 1VDA shall use and apply such funds (together with other funds as may be subsequently transferred by the Agency to the 1VDA) to acquire the Condemnation Parcels by exercise of the power of eminent domain or by negotiated purchase in lieu of or in compromise and settlement of any such condemnation proceeding as set forth in the Condemnation Memorandum. Upon its acquisition of each Condemnation Parcel (by judgment of condemnation or otherwise), the 1VDA shall transfer all of its right, title and interest in such Condemnation Parcel to the Agency for disposition and redevelopment. The Agency shall be responsible for the payment and reimbursement of all of the following costs incurred by the 1VDA in connection with the consideration and acquisition by the 1VDA of any Condemnation Parcel: (i) all amounts of just compensation payable to the owner of the Condemnation Parcel; (ii) expert witnesses and real property appraisal fees of the 1VDA; (iii) escrow agent costs, title insurance and civil engineering expenses of the 1VDA; (iv) trial costs and expenses, including attorney fees of the 1VDA; (v) interest and other sums payable by the 1VDA to the owner of each Condemnation Parcel as a court may direct; (vi) relocation benefits and expenses of persons in lawful possession of such property as provided by applicable law; (vii) all costs and expenses allocated by a court or payable by the 1VDA in the event of an abandonment or 5/15/01 ct SB2001:7825.B 1-21 dismissal of any condemnation proceeding, relating to an Condemnation Parcel. (e) In the event that the Developer may exercise its option to acquire the Phase II Site, the provisions of Section 2.5(c) and Section 2.5(d) shall be applicable to the Site Parcels within the Phase II Site which the Agency may not have previously acquired in connection with the Harriman Place Improvement Program, or otherwise. (f) The Schedule of Performance sets forth various dates and times relating to the Site Parcel assembly program and the accomplishment of the various tasks assigned to the responsible party and the satisfaction of the conditions precedent for the Close of the Site Transfer Escrow - for both the Phase I Site, and later the Phase II Site. The parties agree and declare that time is of the essence in the performance of such tasks and the satisfaction of conditions precedent in view of the large investment of resources which both parties recognize will be required for the redevelopment of the Site and the undertaking of the Harriman Place Improvement Project and the Phase I Project. In the event that the date or time for the performance of a task or the satisfaction of a condition relating to the Site Parcel assembly program and/or the close of the Site Transfer Escrow (Phase I Site) as set forth either in the text of this Agreement or in the Schedule of Performance may not be achieved, then prior to such date or time set forth in the Schedule of Performance the parties shall, as part of their consultations under Section 2.3(a), consider whether a modification to the Schedule of Performance may be indicated. Any decision to approve a modification to a time or date as provided in either this Agreement or the Schedule of Performance shall be subject to the sole discretion of each party. A modification of a time or date for performance of a particular matter relating to the Site Parcel assembly program and/or the close of the Site Transfer Escrow (Phase I Site) which does not result in a change of more than sixty (60) days may be approved on behalf of the Agency by the Executive Director in his or her reasonable discretion. A modification of a time or date for performance (or a series of such modifications) relating to the Site Parcel assembly program and/or the close of the Site Transfer Escrow (Phase I Site) which results in a change of more than sixty (60) days shall be subject to the approval of the governing board of the Agency in its sole discretion. SECTION 2.4. Evidence of Funds Sufficient to Initiate Assemblv of the Site. 5/15/01 ct SB2001:7825.8 I-22 (a) This Preliminary Site Assembly Budget sets forth an estimate of the various costs and expenses for the assembly of the Site and the disposition of the Phase I Site to the Developer (and later, subject to the exercise of the Developer's option with respect to the Phase II Site) which the Developer and the Agency believe to be reasonable in light of the facts and assumptions known to each of them as of the date of approval of this Agreement by the governing board of the Agency. The various sources of the funds necessary for the assembly of the Site and undertaking the Harriman Place Improvement Project and the Phase I Project are as follows: (i) Site Acquisition Costs for Site Parcels - Phase I Site and Corner Parcel $5,540,000 (ii) Site Acquisition Costs for new public street right-of-way alignment for Harriman Place Improvements, including demolition of structures in or adjacent to right-of-way $1,400,000 (iii) Phase I Site Purchase Price amount payable by Developer (subject to land area adjustment under Section 2.9 (g)) ($3,476,128) (iv) Agency relocation assistance payments to occupants of portions of the Site for Phase I Project and Harriman Place Improvement proj ect, including Corner Parcel (not-to- exceed) $1,130,000 (v) Amount payable by Developer to the Agency as the Harriman Place Charge ($1,100,000) Total net estimated Agency Site acquisition costs for the Harriman Place right-of-way, and Phase I Site $3,493,872 In the event that at any time preceding the date when the parties shall confirm that the Site Transfer Escrow (Phase I Site) is in a condition to close under Section 2.8, the Agency reasonably determines that any element of Agency Site Acquisition Costs identified in subparagraphs (i), (ii), and/or (iv) , above may exceed 5/15/01 ct 882001:7825.8 1-23 the estimate as set forth, then the parties shall consider the arrangements by which such additional cost for an item, or additional aggregate cost in excess of $100,000, may be allocated between the parties and paid in accordance with Section 2.18. (b) The obligation of the Agency to exercise its best efforts to complete the assembly of the Site, cause the Site Transfer Escrow (Phase I Site) to be in a condition to close and provide for the improvement of the Harriman Place Improvement Project, is contingent upon and subject to confirmation by the Agency that the funds necessary to pay the Agency acquisition cost, and to pay for the Harriman Place Improvement Project, are available to the Agency. (c) As of the date of this Agreement the Developer has provided the Agency with satisfactory evidence that the Developer is financially qualified to undertake the Phase I Project and the Phase II Project. (d) As a condition precedent to the transmittal of any offer of the Agency to purchase a Site Parcel, the Developer shall submit to the Agency evidence reasonably satisfactory to the Executive Director that the Developer: (i) has obtained sufficient equity capital for the payment of the Phase I Site Purchase Price, including any prepayment of a portion (or such portions) of the Phase I Site Purchase Price as may be requested by the Agency under Section 2.2(c) with respect to one or more Condemnation Parcels; (ii) either has obtained or can obtain, as evidenced by a letter of intent or similar instrument, sufficient equity capital and firm and binding commitments for construction financing for the Phase I Project; and (iii) either has obtained or can obtain, as evidenced by a letter of intent or similar instrument, sufficient equity capital and firm and binding commitments for permanent financing; all as may be necessary for the payment of the full amount of the Site Purchase Price and the Harriman Place Charge, to the Agency and the construction of the Phase I Project in accordance with this Agreement. In 1 ieu 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, which evidence shall be acceptable to the Agency in its sole discretion. (e) Any and all Developer financing for the redevelopment of Phase I the Project (and later, the Phase II Project) shall be obtained by the Developer 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 part of the 5/15/01 ct 882001:7825.8 1-24 development is from other than the Developer, the Developer shall promptly submit the following to the Agency: (1) Copies of all construction and/or Phase I/Phase II Site Parcel purchase 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. (f) The Executive Director shall approve or disapprove such documents and/or financing commitments or sources within fifteen (15) business 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) business day period shall be deemed to constitute approval thereof. (g) Prior to submitting documents and evidence to the Agency as required by this Section, the Developer shall obtain approval by its lender(s) for the Development Project Application as provided in this Agreement. (h) A preliminary Site Assembly Budget for the Phase II Project is presented as follows: (i) Agency acquisition costs for the Site Parcels - Phase II Site $2,070,000 (ii) Agency relocation assistance payments to occupants of portions of the Site for the Phase II Site $680,000 (iii) Phase II Site Purchase Price amount payable by Developer ($922,260) (iv) Agency miscellaneous costs payable by Agency to third parties not included in (i) or (ii), above $200,000 Total net estimated Agency Site acquisition costs Phase II Site $2.027.740 (i) In the event that by the latest date set forth in the Schedule of Performance, the Developer may not have submitted the 5/15/01 ct 582001:7825.8 I-25 evidence of each of the financing commitments as set forth in this Section 2.4, then in such event either party may terminate this Agreement as provided in Section 5.10. SECTION 2.5. Site) . Site Transfer Escrow (Phase I Site and Phase II (a) The Agency and the Developer shall establish an appropriate escrow for the exchange of documents and the payment of the Site Purchase Price for the transfer of the portions of the Site as necessary or appropriate for the redevelopment of the Phase I Site, and later the Phase II Site, as provided in Section 2.5(e), to the Developer (i.e.: the Site Transfer Escrow). The Developer and the Agency shall execute such additional escrow instructions as consistent with the assembly, transfer and conveyance of the Phase I Site to the Developer. The Escrow Agent is hereby empowered to act under this Agreement, and upon indicating its acceptance of this Section 2.5 in writing, shall carry out its duties as Escrow Agent hereunder, The Agency and Developer each agree to deliver to the Escrow Agent all documents necessary for the transfer of the indicated portions of the Site to the Developer at the time of closing of the Site Transfer Escrow in conformity and, within the times, as provided in this Agreement. The Developer also shall pay the Escrow Agent (separate and apart from and in addition to the Phase I Site Purchase Price): (i) one half (%) of cost of the applicable Site Transfer Escrow fees, including the escrow fees, costs and expenses of the Escrow Agent, recording fees, messenger fees and the like, promptly after the Escrow Agent has notified the Developer of the amount of such escrow fees, charges and costs allocated to the Developer; (ii) all of the escrow costs allocated to the Agency under Section 2.7 at the close of each Site Parcel Escrow; and (iii) the Developer shall also pay the documentary transfer taxes due upon the recordation of the Agency Grant Deed for the transfer of the Phase I Site. The Agency shall pay the Escrow Agent as a miscellaneous cost item under Site acquisition costs, one-half (~) of the applicable Site Transfer Escrow Fees as set forth in (i) of the preceding sentence. (b) The Escrow Agent is authorized to: 1. serve concurrently as the escrow agent under each of the Site Parcel Escrows; 5/15/01 ct 582001:7825.8 1-26 2. pay and charge the Developer and the Agency for their respective shares of the applicable Site Transfer Escrow fees, charges and costs payable under the Agreement; and 3. record any instruments delivered through the Site Transfer Escrow at the instruction of the parties. (c) The Site Transfer Escrow (Phase I Site) shall close when the conditions set forth in Section 2.8 have been satisfied; provided however that such Site Transfer Escrow shall be in a condition to close and shall close by a date not later than January 18, 2002, unless at least thirty (30) days before such date, the parties agree to an extension of the date for the close of the Site Transfer Escrow as provided in Section 2.3(f). (d) Notwithstanding any other provision of this Section 2.5 to the contrary, if a Site Parcel has been referred by the Agency to the IVDA for acquisition as a Condemnation Parcel, the Developer shall deliver the portion of the Site Purchase Price allocated on a gross land area basis to such Condemnation Parcel to the Agency in immediately available funds outside of the Site Transfer Escrow within ten (10) days following the written request of the Agency as provided in Section 2.2(c). The Agency shall use and apply such portion of the Phase I Site Purchase Price as allocated to the particular Condemnation Parcel, together with other Agency funds, to cause the IVDA to acquire such Condemnation Parcel as provided in Section 2.2(d). The Escrow Agent shall acknowledge a credit in favor of the Developer in the Site Transfer Escrow for the portion of the Site Purchase Price delivered by the Developer to the Agency for each Condemnation Parcel. (e) In the event that the Developer may exercise its option to acquire the Phase II Site, the provisions of this Section 2.5(a) through Section 2.5(d) inclusive shall be applicable to the Site Transfer Escrow (Phase II Site). Where references in the preceding subsections of this Section 2.5 are to the "Phase I Site," such references for the purposes of the Developer's exercise of its option to acquire the Phase II Site, shall mean and refer to the "Phase II Site". SECTION 2.6. Aqency Relocation Assistance Proqram. (a) Provided that the Site Parcel assembly program is commenced by the Agency for the acquisition of the Site Parcels necessary for the Harriman Place Improvement Project and the Phase I Site, the Agency shall take all necessary and appropriate steps to provide for the relocation of occupants of each affected Site Parcel; provided however, that the relocation program for certain 5/15/01 ct $B2001:7825.8 1-27 Site Parcels included in the Phase II Site may be deferred by the Agency at its discretion. The relocation of each such occupant of the affected portions of the Site shall be accomplished in accordance with the provisions of Government Code Section 7260 et sea., the relocation assistance plan for the Site as approved by the governing board of the Agency and other applicable law. The Agency shall be responsible for paying for all relocation assistance benefits payable to occupants of the Site Parcels (both commercial and residential occupants) as part of the Site acquisition costs. The Agency shall have the sole discretion to select and retain the services of consultants to assist the Agency with the evaluation processing and administration of each relocation assistance transaction. (b) Prior to the time of the close of each Site Parcel Escrow, the occupant(s) of the affected Site Parcel shall be given an appropriate written notice of displacement by the Agency which instructs the occupant to vacate the premises and surrender possession thereof to the Agency (or to the Developer, if applicable), within the following times: (i) ninety (90) days following the date of such notice of displacement, or (ii) ninety (90) days following the close of such escrow; or (iii) such other date designated by the Agency. Each notice of displacement shall advise the occupant that the Agency shall pay relocation assistance benefits to each qualifying occupant in accordance with applicable law. The Developer acknowledges and agrees that no work of improvement of the Phase I Project, or later the Phase II Project, other than on-site geotechnical testing and survey work, shall occur on a Site Parcel (or a Condemnation Parcel, as applicable) until the occupants thereof have surrendered possession of such Site Parcel under a notice of displacement or otherwise. (c) In the event that the Agency may elect to cause the Site Transfer Escrow to close with one or more occupants still in possession of any affected Site Parcel, then in such event, the Agency shall be responsible for enforcing its notice of displacement against each such occupant, including without limitation, the payment of all costs associated with either the Agency or the Developer obtaining a writ of possession against such occupant in any case where such occupant may not comply with the notice of displacement or otherwise be in breach of the occupants lawful right of possession of such Site Parcel. (d) Notwithstanding anything in this Section 2.6 to the contrary, no occupant of the Site shall be deemed to be a beneficiary of any obligation of the Agency to pay relocation assistance benefits until such time as the Agency has issued its written notice of displacement to such occupant. 5/15/01 ct 8B2001:7825.8 I-28 SECTION 2.7. Site Parcel Escrows. (a) The Escrow Agent shall serve as the escrow agent for each Site Parcel Escrow. The Developer and the Agency shall be jointly responsible for paying for all of the customary and reasonable costs, fees and charges of the Escrow Agent in connection with the performance of its duties as escrow agent for each Site Parcel Escrow. The Site Parcel Escrow fees allocated to the Agency shall be payable by the Developer as set forth in Section 2.6(a) at the time of close of the applicable Site Transfer Escrow. (b) Promptly following the opening of each Site Parcel Escrow the Agency shall cause the Title Company to deliver a preliminary title report for the particular Site Parcel (together with legible copies of the recorded exceptions to title noted in such report), to the Agency, and to the extent that a Site Parcel, or portion thereof, may be included in the Phase I Site or the Phase II Site, then a copy of such preliminary title report shall also be provided to the Developer (together with legible copies of the recorded exceptions to title noted in such report), for the review and approval by each of them as provided in Section 2.9. The Agency shall acquire lien-free merchantable title from the owner of each such Site Parcel, subject only to utility service easements and other matters approved by the Agency (or approved by the Agency in consultation with the Developer, as applicable) and the possessory interests of month-to-month tenants in lawful possession of such Site Parcel. The Developer shall have twenty (20) days from its receipt of a preliminary title report for a particular Site Parcel (together with copies of each tenant rental agreement, if applicable) to approve or reject the condition of title in such Site Parcel. In the event that the Developer may not confirm its acceptance or rejection of the condition of title in a particular Site Parcel within such period of time, the condition of title in such Site Parcel shall be deemed rejected by the Developer. (c) Within ten (10) days following Agency notification to the Developer that a Site Parcel is available for inspection, the Developer may request the Agency to schedule and conduct an on-site inspection of such Site Parcel within thirty (30) days thereafter, at a time which is reasonably convenient for the owners and occupants of each Site Parcel. The Developer may accompany the Agency staff during an inspection, and the Developer or its agents may take intrusive samples of the soils and any structure thereon to conduct such tests as its may deem appropriate for the detection of any hazardous waste or substance and the characteristics of the geotechnical condition of the soils of each such Site Parcel. 5/15/01 ct 882001:7825.8 1-29 Within thirty (30) days following the date on which the Developer accompanies the Agency staff on any such inspection of a Site Parcel, the Developer shall confirm in writing to the Agency whether: (i) the Developer accepts the environmental and geotechnical condition of the particular Site Parcel; or (ii) the Developer requires additional time to conduct further testing or analysis; or (iii) the Developer rejects the environmental or soil condition of the Site Parcel. (d) In connection with the Site Parcel Escrows, the Escrow Agent is authorized to: (1) serve concurrently as the escrow agent for the Developer and the Agency under Section 2.5 for the Site Transfer Escrow; (2) pay and charge the Agency for Site Parcel Escrow costs and charges; (3) [RESERVED -- NO TEXT] (4) record any instruments delivered through a Site Parcel Escrow as instructed by the Agency. (e) Unless otherwise instructed by the Agency, the Escrow Agent shall coordinate and schedule the close of each Site Parcel Escrow to occur concurrently when the conditions set forth in Section 2.8 have been satisfied; provided however, that each Site Parcel Escrow as necessary or appropriate for the initiation of the improvement of the Phase I Project by the Developer shall be in a condition to close and shall close by a date not later than January 18, 2002, or such later date as confirmed in writing to the Escrow Agent by the Agency. (f) [RESERVED - NO TEXT] Escrow details] [Other close of Site Parcel (g) [RESERVED - NO TEXT] (h) The Developer shall not be a party to any Site Parcel Escrow and no instruction of the Developer to the Escrow Agent under the Site Transfer Escrow shall have any force or effect as to 5/15/01 ct $82001:7825.8 I-3D the Agency on the Escrow Agent in any Site Parcel Escrow transaction. SECTION 2.8. Condi tions For Close of Phase I Site Escrow and Site Parcel Escrows. (a) The Developer shall not be obligated to pay the Phase I Site Purchase Price and accept the transfer of the Phase I Site from the Agency and cause the close of the Site Transfer Escrow (Phase I) to occur until the following conditions have been satisfied: (1) the Developer has approved condition of each site Parcel set forth in Section 2.10(b); the environmental (Phase I Site) as (2) the Developer has approved the environmental condition of each Condemnation Parcel (Phase I Site), as set forth in Section 2.10{c); (3) the Developer has approved the condition of title of each Site Parcel (Phase I Site), including each Condemnation Parcel except as to the effect on insurable title of the pending Condemnation proceedings, as set forth in Section 2.9{e); (4) the Developer has confirmed within 110 days following the date of the order for prejudgment possession for each such particular Condemnation Parcel that the Title Company has agreed to provide insurable title in favor of the Developer for each such Condemnation Parcel on terms reasonably acceptable to the Developer as set forth in Section 2.9(e); (5) the Developer has obtained the approval of its Development Project Application for the Phase I on terms and conditions reasonably acceptable to the Developer by not later than the date indicated in the Schedule of Performance; (6) the Developer and the Agency have jointly approved the Harriman Place improvement coordination memorandum as provided in Section 2.12(b); (7) the Title Company shall be in a position to deliver its policy of title insurance in favor of 5/15/01 ct 882001,7825.8 1-31 the Developer as provided in Section 2.9 at the close of the Site Transfer Escrow (Phase I); (8) the Agency has confirmed to the satisfaction of its conditions 2.8(b); and Developer the under Section (9) the Agency is not then in default under this Agreement. (b) The Agency shall not be obligated to transfer the Phase I Site, or any portion thereof, to the Developer and cause the close of the Site Transfer Escrow (Phase I) to occur until the following conditions have been satisfied: (1) each Site Parcel Escrow for the Phase I Site is in a condition to close concurrently with the close of the Site Transfer Escrow; (2) the IVDA has provided for the transfer of each Condemnation Parcel in the Phase I Site to the Agency, either in fee or subject to a entry of a final judgment in condemnation; (3) the Developer has confirmed to satisfaction of its conditions 2.8 (a) ; the Agency the under Section (4) the Developer has delivered the Phase I Site Purchase Price to the Escrow Holder in immediately available funds; and (5) the Developer is not then in default under ,this Agreement. (c) In the event that the Developer may exercise its option to acquire the Phase II Site, the provisions of Section 2.8 (a) which refer to the Developer's condition for the close of the Site Transfer Escrow "Phase I Site" shall then be deemed to apply to the Phase II Site and the provisions of Section 2.8(b) which refer to the Agency's conditions for the close of the Site Transfer Escrow "Phase I Site" shall then be deemed to apply to the Phase II Site. 5/15/01 ct SB2001:782S.8 1-32 SECTION 2.9. Obliaation of the Aaencv to Provide Title Insurance at Time of Close of Site Transfer Escrow (Phase I Site) . (a) As of the date of this Agreement, the Agency does not own fee title or have any other equitable interest to any portion of the Site. The parties intend that the Agency shall exercise its best effort to cause the condition of title in the Phase I Site, and later the Phase II Site, to be in a marketable condition for the purposes of the redevelopment of the Phase I Project and the Phase II Project, as applicable, by the Developer. (b) In addition to the preliminary title report information as shall be delivered to the Developer under Section 2.7(b) with respect to each Site Parcel Escrow, within 60 days following the approval of this Agreement by the governing board of the Agency and subject to the cooperation of the Developer in completing a survey for the Site in a form tentatively acceptable to the Title Company for purposes of this subsection (b), the Agency shall cause to be delivered to the Developer a preliminary title report for an Extended Coverage ALTA Owner's Policy (Form B 1970) for each parcel of land, or portion thereof, included in the Phase I Site, together with legible copies of all instruments referred to in the title report as a title exception. Within thirty (30) days following its receipt of either the preliminary title report information delivered to the Developer under Section 2.7 (b), or the title survey information set forth in Section 2.9 (f), the Developer shall specifically identify and give notice in writing to the Agency as part of its Developer Investigations of each exception or disapproval of any matter relating to title in the Phase I Site which the Developer may in its reasonable discretion take (each referred to as a "Title Exception"). Each Title Exception shall reference the particular Site Parcel or Condemnation Parcel, to which it corresponds, and describes in suitable detail the action which the Developer believes is indicated to cure or correct such Title Exception. If the Developer fails to disapprove a title matter in writing delivered to the Agency as a Title Exception within thirty (30) days following receipt, then each Title Exception shall remain and be deemed a Title Exception. (c) Within twenty (20) days following its receipt of notice of a Title Exception from the Developer under Section 2.9(b), the Agency may, but is under no obligation to do so, confirm in writing to the Developer whether each such Title Exception shall be cured, at the time of the Close of the Site Transfer Escrow (Phase I Site); provided however that for the purposes of this Section 2.9, a month-to-month possessory interest of an occupant in lawful possession of a Site Parcel shall be deemed cured by the Agency as provided in Section 2,6 and Section 2.8, if the Agency has issued 5/15/01 ct 882001:7825.8 I-33 its notice of displacement to such occupant prior to or concurrently upon the close of the Site Transfer Escrow. If the Agency may fail to confirm whether one or more of such Title Exceptions shall be cured by the Agency, within such twenty (20) day period of time, then the Title Exception shall remain, and the Agency shall have no further duty to cure such Title Exception, and the Developer may, within five (5) days thereafter in writing addressed to the Agency and the Escrow Agent, elect to waive its objection to such Title Exception. (d) If by the date set forth in the Schedule of Performance, any Title Exception may remain which has not been cured by the Agency under Section 2.9(c), or which has been expressly waived in wri ting by the Developer, or otherwise resolved to the mutual satisfaction of the parties, then either party may upon thirty (30) days written notice to the other party which references this Section 2.9, terminate this Agreement and cancel the Site Transfer Escrow. In the event of a termination of the Agreement and cancellation of the Site Transfer Escrow on the grounds set forth in this Section 2.9, the Agency shall be responsible for paying for all of the reasonable and customary escrow cancellation and preliminary title report costs of the Title Company, if any, and the parties shall each be released from any further responsibility or liability hereunder, except as may arise under Section 2.10 or Section 6,8. (e) For the purpose hereof, the IVDA's lis pendens in its condemnation proceeding and order, or proposed order of prejudgment possession which affects a Condemnation Parcel, shall be deemed to be a "Title Exception" whether or not such a Title Exception may have been identified in the preliminary title report under Section 2.9(b). with respect to any Condemnation Parcel, the provisions of Section 2.9(c) and 2.9(d) shall be applicable to the best efforts responsibility of the Agency under the Condemnation Memorandum to cure (or cause the IVDA to cure) any Title Exception affecting such a Condemnation Parcel. (f) As part of its Developer Investigation, the Developer shall prepare a survey of the Phase I Site by a civil engineer selected by the Developer to enable the Title Company to issue at the time of either the close of the Site Transfer Escrow such additional items of survey title insurance coverage or title insurance survey endorsements as the Developer may require; provided however that no exception to title as may be indicated by such survey shall be deemed to be a Title Exception for the purposes of Section 2.9(c) unless the Developer delivers written notice of such title survey exception to the Agency by no later 5/15/01 ct SB2001:7825.8 I-34 than ninety (90) days following the opening of the Site Transfer Escrow. (g) The Phase I Site Purchase Price shall be subject to a final confirmation prior to the close of the Phase I Site Escrow based upon the area of the lands to be transferred to the Developer as confirmed by the ALTA title survey. For purposes of this Section 2.9(g), lands which may be transferred to the Developer after the Phase I Site Escrow has been closed (such as the lands described in Attachment No. 1G, or the Condemnation Parcel, as applicable) shall be excluded from the ALTA title survey land area confirmation. The area of any such excluded lands shall be confirmed at such time as such land may be transferred by the Agency to the Developer, as applicable. (h) Provided the Title Company is prepared to issue its policy of title insurance to the Developer in a form reasonably acceptable to the Developer, the Agency shall pay the cost of the premium of title insurance in favor of the Developer at the time of the close of the Site Transfer Escrow in an amount equal to the premium payable under a CLTA Owner's Standard Policy of insurance. The Developer shall be responsible for paying the additional cost of the title insurance premium charged by the Title Company to issue the final form of the policy of title insurance in favor of the Developer described in the first sentence of this subsection in excess of the amount of the CLTA Owner's Standard Policy premium payable by the Agency. (i) In the event that the Developer may exercise its option to acquire the Phase II Site, the provisions of this Section 2,9(b) through 2.9(h), inclusive shall be applicable to the Site Transfer Escrow (Phase II Site). Where references in the preceding subsections of this Section 2.9 are to the "Phase I Site," such references for the purposes of the Developer's exercise of its option to acquire the Phase II Site shall mean and refer to the Phase II Site. SECTION 2.10. Due Investiqations. Diliqence Period and Developer (a) Within ten (10) days following the date on which the Agreement is fully executed by the parties, the Agency shall make available for inspection and copying by the Developer all of the public record documents requested by the Developer pertaining to the redevelopment of the Site then in possession of the Agency. (b) The Developer shall have 60 days following the date the opening of each Site Parcel Escrow to complete all of its Developer 5/15/01 ct 9B2001:7825.8 1-35 Investigations at its sole cost and expense subject to the provisions of Section 2.7(c). Any of the following tasks, work, review or analysis relating to its Developer Investigations of the condition and suitability of the Phase I Site for the Phase I Project including any intrusive testing or engineering study of the Phase I Site or intrusive sampling of any structure on the Phase I Site subject to the applicable provisions of the Site Parcel Acquisition Agreement for the particular Site Parcel. The Agency makes no representation or warranty to the Developer relating to the suitability of the Phase I Site for use by the Developer. The Developer shall rely solely and exclusively upon the results of its Developer Investigations of the Phase I Site including geotechnical soil conditions and compliance with applicable laws pertaining to the use of the Phase I Site by the Developer and any other matters relevant to or arising from the suitability of the Phase I Site for the Phase I Project, including without limitation, a construction loan commitment in favor of the Developer from a third party construction lender on terms satisfactory to the Developer, as the Developer may deem necessary and proper, (c) Within 30 days following the date on which a Condemnation Parcel is made available by the IVDA for inspection by the Developer, the Developer shall complete its Developer Investigations and confirm whether: (i) the Developer accepts the environmental condition and geotechnical condition of the particular Condemnation Parcel; or (ii) the Developer rejects the environmental conditions or the geotechnical condition of the particular Condemnation Parcel. In the case of a Condemnation Parcel, the conduct of any such Developer Investigations on such lands shall be subject to the appropriate order of the Court and the concurrence of the IVDA. The Agency shall exercise best efforts to assist and cooperate with the Developer to undertake such investigation one or more Condemnation Parcels upon written request of the Developer. (d) The Developer shall give the Agency and the Escrow Agent written notice of its satisfaction of the condition of each Site Parcel, or portion thereof included in the Phase I Site, which references this Section 2.10 within the period of time set forth in Section 2,10(b) for each such Site Parcel Escrow (and within 30 days following the date on which the Condemnation Parcel is made available by the IVDA for inspection by the Developer in the case 5/15/01 ct SB2001:7825.8 I-36 of a Condemnation Parcel). In the event that the Developer, in its sole and absolute discretion, is not satisfied with any aspect of the condition of a Site Parcel, or a Condemnation Parcel, as applicable, then the Developer shall deliver to the Agency and the Escrow Agent a rejection notice which references this Section 2.10 and describes the particular matter which the Developer rejects. If such notice of rejection is delivered, then the parties shall confer about the means by which such rejection may be withdrawn by the Developer for particular Site Parcel, and thereafter, until such time as the rejection may be withdrawn by the Developer at its option, the Agency shall have no further obligation to proceed with the Site assembly program. If the Developer does not accept the condition of one or more Site Parcels (or Condemnation Parcels, as applicable) by the end of the Due Diligence Period as evidenced by the appropriate written notice to Agency and the Escrow Agent, the Developer shall be deemed to have rejected the condition of the Site. The Developer acknowledges that there is a high probability that the Phase I Site and the Phase II Site contain structures which have been improved with asbestos containing materials ("ACM") and lead-based paint ("LBP") and that if the Developer delivers its notice of acceptance of the Phase I Site, and later the Site Transfer Escrow closes, that the Developer shall be solely responsible, at no cost to the Agency, for abating and transporting such ACM and/or LBP-containing demolition wastes for disposal off- site at a lawful waste disposal facility in the manner required by law. The Developer acknowledges that the Agency assumes no liability for damages for personal injury, illness, disability, or death to the Developer, or any person, including members of the general public, arising from or incident to the use, abatement, handling, removal, transportation or disposal of any ACM or LBP from or in any structure on the Phase I Site and/or the Phase II Site. The Developer further acknowledges that there is a high probability that both the Phase I Site and the Phase II Site contain buried vaults, subsurface debris and non-native soils as previously imported by unknown third persons from off-site locations, abandoned infrastructure and utilities and other man- made materials associated with the prior improvement and use of the Site. The Developer shall accept all such conditions of the Phase I Site, and later the Phase II Site, without any liability to the Agency whatsoever upon delivery of its written notice of acceptance of condition. The written notice of acceptance of condition of the Phase I Site shall evidence the acceptance of the Phase I Site in its existing "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS" condition as of the last day of the Due Diligence Period. At its sole option and discretion, the Developer may elect to accept the Phase I Site in its "AS IS, ""WHERE IS" and "SUBJECT TO ALL FAULTS" 5/15/01 ct 882001:7825.8 1-37 condition at any time before the end of the Due Diligence period; provided however that the Developer may not commence the improvement of the Phase I Project including the demolition of any structure thereon, until all of the other conditions for the occurrence of the close of the Site Transfer Escrow have been satisfied. SECTION 2.11. Accese to Site for Deve100er Investiqations. During the applicable Due Diligence Period for the Phase I Site, and later for the Phase II Site" the Agency shall provide the Developer and the Developer's agents with access to the Phase I Site during normal business hours as set forth in the general form of the Agency's Site Parcel Acquisition Agreement and Section 2.7(c), in order to conduct the Developer Investigations as may be indicated. The performance of any work of the Developer Investigations on the Phase I Site or later on the Phase II Site shall not unreasonably disrupt the use or occupancy of each owner of the applicable Site Parcel or the business operations of Agency. The Developer shall be liable for any damage or injury to any person occasioned by the acts of the Developer, its employees, agents or representatives during the course of performance of any Developer Investigations on the Phase I Site or the Phase II Site, as applicable, and the Developer shall, and does hereby, indemnify and hold harmless Agency and its officers, directors, agents and employees from any and all liens, claims, demands or liability resulting therefrom. Developer access to a Condemnation Parcel should be subject to an appropriate order of the Court, as set forth in Section 2.10. Prior to commencing any Developer Investigation, the Developer shall deliver evidence of insurance to the Agency as provided by Section 2.20 hereof. SECTION 2.12. Harriman Place Imorovement Pro;ect. (a) The amount payable by the Developer as the Harriman Place Charge is One Million One Hundred Thousand Dollars ($1,100,000). The Developer shall provide written confirmation to the Agency that the Developer shall pay the Harriman Place Charge in accordance with the schedule set forth in Section 2.12(e). (b) By the date not later than indicated on the Schedule of Performance, the Developer and the Agency shall jointly approve a written public improvement scheduling memorandum for the Harriman Place Improvement Project. Such memorandum shall provide for the coordination of the improvement of the Harriman Place Improvement Project under the Harriman Construction Agreement, with the improvement of the Phase I Project by the Developer. 5/15/01 ct 8B2001:7825.8 1-38 (c) The Agency shall have no obligation to approve such written public improvement scheduling memorandum for the Harriman Place Improvement Project in the event that Agency is not able to confirm, in its sole discretion by the date indicated in the Schedule of Performance, that a source of funds shall be available to the Agency under either the Harriman Construction Agreement or otherwise to undertake the construction and improvement of such project. (d) Subject to the close of the Site Transfer Escrow (Phase I Site), the Agency shall cause the Harriman Place Improvement Project to be constructed and installed in accordance with the terms, conditions and schedule of completion as set forth in the joint memorandum described in Section 2.12(b). (e) Within 14 days following the approval of the Agreement by the governing board of the Agency, or as soon thereafter as feasible, the Agency intends to enter into the Harriman Construction Agreement with the City. The terms of such agreement shall be in a form acceptable to the City and the Agency in their sole discretion. The Agency covenants to the Developer that following the approval of such agreement by the City, the Agency shall not approve any material change to the new Harriman Place right-of-way alignment which abuts the Phase I Site, or approve other material changes to design elements of the Harriman Place Improvement Project set forth in Attachment No. 12 without the prior written approval of the Developer. Such approval by the Developer shall not be unreasonably withheld. Provided that the cost of the work to be performed under the Harriman Construction Agreement (including the related right-of-way acquisition costs) is funded under an infrastructure loan agreement by and between the State of California and the City in an amount of not less than $2,000,000, and the funds under such infrastructure loan agreement are available for disbursement to the City by a date not later than close of the Site Transfer Escrow (Phase I Site), subject to satisfaction of disbursement conditions as required by the State, the Developer shall pay the Harriman Place Charge to the Agency in three (3) equal installments: (i) 1/3 of the charge shall be payable by the Developer on the date of commencement of the work of improvement of the Harriman Place Improvements by the City or the Agency, as applicable, under a public works contract awarded for such purposes; and (ii) 1/3 of the charge shall be payable by the Developer within thirty (30) days following on the date when the Agency 5/15/01 ct 8B2001:7825.8 1-39 reasonably estimates that 60% of the work or improvement (by value of quantities supplied and work performed) of the Harriman Place Improvements have been completed; and (iii) 1/3 of the charge shall be payable by the Developer within thirty (30) days following the date on which the City has accepted the Harriman Place Project Improvements as complete. In the event that funds may not be available to the City under the infrastructure loan agreement with the State of California, as referenced in the preceding paragraph, for any reason by a date not later than close of the Site Transfer Escrow (Phase I Site), then in such event, the Developer shall pay the full amount of the Harriman Place Charge to the Agency concurrently upon the close of the Site Transfer Escrow (Phase I Site). (f) Off-site improvements within the Harriman Place public street right-of-way as necessary or appropriate to accommodate the redevelopment and use of the Phase II Site which are not specifically set forth in Attachment No. 12 as included improvements to be caused to be undertaken by the Agency, shall be the sole cost and responsibility of the Developer or such third person or entity which may hereafter undertake the redevelopment of the Phase II Site. SECTION 2.13. Phase I Pro;ect REA. The Phase I Project REA contains commercial shopping center easements, on-site vehicle parking coordination arrangements, tenant improvement development and signage controls, property maintenance standards, common area use and maintenance standards as customary for commercial shopping center projects comparable in quality and size to the Phase I Project. A copy of the Phase I Project REA is on file with the Agency and is hereby approved, The Developer shall not materially modify or amend the Phase I Project REA without the prior written consent of the Agency, and such consent shall not be unreasonably withheld, conditioned or delayed. SECTION 2 . 14 . In-N-Out Burqer Owner Participation Aqreement. (a) The Agency reserves the privilege in its discretion to enter into a separate agreement (herein, an "OPA") with In-N-Out Burger which affects the In-N-Out Burger Site and the Corner Parcel, as provided in this Section 2.14. Legal descriptions of the In-N-Out Burger Site and the Corner Parcel are included in Attachment Nos. 1F and 1E, respectively. 5/15/01 ct 882001:7825.8 I-40 (b) The OPA shall contain the provisions set forth in Section 2.14 (c) and such other terms and conditions as may be mutually acceptable to In-N-Out Burger and the Agency in the discretion of each of them; provided however that the Developer shall at the request of the Agency, enter into an on-site driveway easement and maintenance agreement with In-N-Out Burger affecting a portion of the Site (the "In-N-Out Driveway REA") which benefits and burdens the Site and the lands subject to the OPA (e.g.: the In-N-Out Site and the Corner Parcel). The In-N-Out Driveway REA shall be substantially the form as the draft of such agreement on file with the Agency Secretary on the date when this Agreement is approved by the governing board of the Agency, together with such technical and conforming changes as may be reasonably requested by In-N-Out Burger and approved by the Agency. Notwithstanding anything in the preceding sentences to the contrary, any proposed technical changes or modification to the final form of the In-N-Out Burger REA which may be requested by either the Agency or In-N-Out Burger at any time after a date which is 30 days preceding the date of approval of this Agreement by the governing board of the Agency shall not be at material variance with any other provision of the draft In-N-Out Driveway REA as on file with the Agency Secretary. (c) The OPA shall contain the following general provisions: (i) the lands subject to the OPA shall be acquired and redeveloped by In-N-Out Burger; (ii) such lands shall be redeveloped for a single drive- thru restaurant use only; (iii) the improvement of such lands shall be of a high quality design and site development standard of comparable quality to the Phase I Project; (iv) the improvement of such lands shall be promptly initiated and diligently prosecuted to completion by a date not later than July 1, 2002, subject to force majeure events and delays associated with Agency's acquisition of the lands included in the Corner Parcel; (v) the Developer shall not contribute to any cost of expense associated with any obligation undertaken or assumed by either party to the OPA; provided however that the Developer shall reserve space on its. shopping center on- premise advertizing sign structures for the Phase I Project (subject to compliance by In-N-Out of all applicable City development regulations) for occupancy by 1n-N-Out on terms which are not materially less favorable than offered by the 5/15/01 ct 882001:7825.8 1-41 Developer to the other tenants of the Developer leasing comparably sized and valued structures within the Phase I Project; (vi) the Agency shall not consent to a material amendment to the OPA after the date on which the Developer has executed (or confirmed its readiness to execute) the final form of the In-N-Out Driveway REA, without the prior approval of the Developer, and such approval by the Developer shall not be unreasonably withheld; (vii) in the event that at any time following the close of the Site Transfer Escrow (Phase I Site), In-N-Out may be in material default with respect to the completion of its redevelopment responsibilities and covenants to the Agency under the OPA, the Developer may exercise its remedies under the In-N-Out Driveway REA. (d) In the event that In-N-Out and the Agency may fail for any reason in the sole and absolute discretion of either of them to jointly enter into the OPA by July 19, 2001, then in such event the Developer shall be under no further obligation to execute the In-N- Out Driveway REA, and the Agency shall cause the Corner Parcel to be transferred to the Developer at or following the close of the Site Transfer Escrow as provided in Section 2.16. SECTION 2.15. Developer Option to Purchase II Site and Phase II Site Transfer to Developer. (a) For the purposes of this Section 2.15 the words "Phase II Site Escrow" shall mean and refer to a land transfer transaction by and among the Developer, the Agency and the Escrow Agent which has the same elements as set forth in Section 2.5. In the event that the Developer may give the Agency its notice to initiate acquisition proceedings for the Phase II Site (the "Developer Phase II Notice") as set forth below, the parties shall execute escrow instructions to the Escrow Agent for the Phase II Site Escrow in a form as consistent with this Section 2.15 and as jointly acceptable. (b) Subject to the terms and conditions hereof and the receipt by the Agency of the Developer Phase II Notice, the Agency hereby agrees that the Agency shall exercise its best efforts to assemble the Site Parcels as necessary or appropriate for the Phase II Site and to transfer the Phase II Site to the Developer, and the Developer agrees to purchase the Phase II Site from the Agency for the sum of 5/15/01 ct 882001:7825.8 1-42 (i) Three Dollars and Seventy One Cents ($3.71) per square foot of land included in the Phase II site - net of the number of square feet of such land included within the new public street right-of-way area of Harriman Place, as realigned which abuts the Phase II Site if the Developer Phase II Notice is received by the Agency within eighteen (18) months following the date of approval of this Agreement by the governing board of the Agency; or (ii) (A) the appraised fair market value of the Phase II Site, on a land-only basis excluding the value or detriment of the structures thereon, prepared by a qualified real estate appraiser jointly selected by the Developer and the Agency, plus (B) the difference, if any, between the amount of the Agency acquisition cost estimates shown in Section 2.4(h) (i), (ii) and (iv) for the Phase II Site and a revised estimate of such Agency acquisition cost items which the Agency may then reasonably estimate and which the Developer may then agree to pay as provided in Section 2.15(e). The Developer further agrees to cause the Phase II Project improvements to be constructed on the Phase II Site following the close of the Phase II Site Escrow in accordance with the schedule of performance for the Phase II Site as provided in Section 2,15(d) or (e), as applicable. (c) The Developer may initiate its acquisition of the Phase II Site from the Agency by delivering the Developer Phase II Notice to the Agency. The Developer Phase II Notice shall be in writing and set forth the following facts: (i) that the Developer is not in default under this Agreement with respect to the Phase I Project; (ii) that improvement of the New Store is substantially complete; (iii) that the representations and warranties of the Developer under Section 2.21 are true; (iv) that the Developer has sufficient equity funds to complete the acquisition of the Phase II Site. (d) Promptly upon receipt of a Developer Phase II Notice under Section 2.15 (b) (i), the Agency and the Developer shall jointly prepare a schedule of performance for the acquisition of 5/15/01 ct SB2001:7825.8 1-43 the Phase II Site which sets forth the reasonable estimate of the parties for the amount of time necessary to complete the acquisition and assembly of the Phase II Site, and the Agency shall obtain, as necessary or appropriate, real property acquisition appraisal reports for the individual Site Parcels in the Phase II Site and an appropriate relocation assistance plan for the Phase II Site, and within ninety (90) days following the Agency's receipt of such Developer Phase II Notice, the Agency shall confirm to the Developer that the Phase II Site acquisition cost estimate does not then exceed the estimate of such costs as set forth in Section 2.4(h) (ii) and (iv). Provided the Agency reasonably determines that the estimated cost of such items is not more than as set forth in Section 2.4(h) (ii) and (iv), the parties shall cause the Phase II Site Escrow to be opened with the Escrow Agent and thereafter, Agency shall commence the acquisition of the Phase II Site in accordance with the same procedures set forth in this Agreement relating to the Agency's acquisition of the Phase I Site, (e) In the event that the Developer may deliver its Developer Phase II Notice at any time after the eighteenth (lsth) month but before the sixtieth (60th) month following the date of approval of this Agreement by the governing board of the Agency, the Developer and the Agency, as applicable shall do the following: (i) (ii) (iii) 5/15/01 ct SB2001:7825.8 within sixty (60) days following the Agency's receipt of the Developer Phase II Notice, the parties shall jointly select a real property appraiser to prepare the appraisal report described in Section 2.15 (b) (ii) (A) and concurrently the Agency shall also obtain as necessary or appropriate, real property acquisition appraisal reports for the individual Site Parcels in the Phase II Site and an appropriate relocation assistance plan for the Phase II Site; within ninety (90) days following the selection by the parties of a mutually acceptable appraisal under (i), above, the Agency shall also provide the Developer with its estimate of the difference, if any, between the amount of the Agency acquisition cost estimates shown in Section 2.4 (h) (i), (ii) and (iv) and the revised estimate of such costs as of the date of such Developer Phase II Notice; within thirty (30) days following its receipt of the opinion of value of the phase II Site established by the appraiser under (i) above, together with the additional cost estimate of the Agency under (ii), above, the Developer shall, in its discretion, confirm 1-44 in writing to the Agency that is shall pay the purchase price for the Phase II Site as set forth in Section 2.15(b) (ii) at the close of the Phase II Site Escrow; (iv) subject to the Developer's confirmation under (iii), above, the parties shall jointly prepare a schedule of performance for the Site Parcel assembly program of the Agency for the Phase II Site and the installation of the Phase I I proj ect by the Developer following the close of the Phase II Site Escrow; and (v) subject to the Developer's confirmation under (iii), above, the parties shall jointly execute the Phase II Site Escrow instructions to the Escrow Agent and proceed with the acquisition assembly and redevelopment of the Phase II Site in accordance with the same procedures set forth in this Agreement relating to the Agency's acquisition of the Phase I Site. In the event that the Developer may fail to confirm to the Agency that it shall pay the purchase price for the Phase II Site as set forth in Section 2,15 (b) (ii) within thirty (30) days following the Developer's receipt of the information described in (ii) and (iii), above, the option of the Developer to acquire the Phase II Site shall terminate and the parties shall be mutually released from any further liability with respect to the Phase II Site. (f) Notwithstanding any of the provisions of this Section 2.15 to the contrary, in the event that at any time following the date on which the governing board of the Agency approves this Agreement and the fourth (4th) anniversary of such approval date, the Agency or the IVDA receives a written offer under Health and Safety Code Section 33399 from an owner of land with the Phase II Site, the Developer shall deliver its Developer Phase II Notice to the Agency within twelve (12) months following the date of such written offer of an owner of land within the Phase II Site. In the event that the Developer may fail to deliver its Developer Phase II Notice to the Agency within such time, the option of the Developer to acquire the Phase II Site under this Section 2.15 shall terminate and the parties shall be mutually released from any further liability with respect to the Phase II Site. SECTION 2.16. Alternate Transfer of Corner Parcel to DeveloDer and ObIiqation of DeveloDer to AcceDt Transfer of In-N- Out Burqer Lands Followinq West Site of TiDDecanoe Avenue Street Wideninq Pro;ect. 5/15/01 ct SB2001:7825.8 1-45 (a) In the event that In-N-Out and the Agency may fail to jointly execute an OPA as provided in Section 2.14 by a date not later than July 16, 2001, then the Agency shall transfer the Corner Parcel to the Developer, subject to the terms of this Section 2.16 and the other terms and conditions, including the Phase I Site Purchase Price, applicable to Site Parcels and Condemnation Parcels in the case of the other lands comprising the Phase I Site, The Corner Parcel shall be transferred to the Developer within sixty (60) days following the close of the Site Transfer Escrow, under a separate Agency deed. The Developer and the Agency hereby agree to execute and deliver an escrow instruction to the Escrow Agent in form and content reasonably acceptable to each of them to implement this Section 2.16 in the event that the Corner Parcel may not be transferred to In-N-Out, The Agency deed for the Corner Parcel shall be subject to the same redevelopment conditions as set forth in Article IV of this Agreement and the additional redevelopment covenant applicable to the Corner Parcel which shall provide substantially as follows: "Until such time as the Agency may cause the "In-N-Out Lands", as this term is defined in the Agreement, to be transferred in fee to the Grantee, the Property [e.g.: the Corner Parcel] shall be reserved for improvement, use and occupancy by the Grantee and its successors and assigns, as on-site motor vehicle parking, driveways and landscaping appurtenant to the Site [e.g.: the Phase I Site], and for no other purpose. The covenant as contained in this paragraph shall have a term of thirty (30) years following the date of recordation of this Grant Deed unless sooner released by written agreement of the Agency and the Grantee in the sole discretion of each of them." The Developer shall redevelop and improve the Corner Parcel for on-site motor vehicle parking, driveways and landscaping appurtenant to the Phase I Site, subj ect to the development application and approval processes of the City. The Corner Parcel shall also be annexed to the Phase I Project REA concurrently upon the recordation of the Agency grant deed transferring the Corner Parcel to the Developer. (b) It is foreseeable that the future improvement of the interstate highway interchange at the Interstate 10 Freeway overcrossing of Tippecanoe Avenue will require the acceptance of additional public street right-of-way along the section of 5/15/01 ct 582001:7825.6 1-46 Tippecanoe Avenue which abuts the In-N-Out Burger Lands. It is also foreseeable that the acquisition of such additional public street right-of-way by the appropriate public agency from In-N-Out may result in the remainder portion of the In-N-Out Burger Lands (after severance from the new public street right-of-way) being deemed an "uneconomic remnant parcel" under applicable law. In the event that In-N-Out Burger and the Agency may fail to execute the OPA as provided in Section 2.14 and thereafter, a public agency acquisition of additional street right-of-way from the In-N-Out Lands results in the creation of an uneconomic remnant of a portion of such In-N-Out Burger Lands, then in such event the Agency shall exercise best efforts to acquire the uneconomic remnant from the condemning public agency and dispose of such uneconomic remnant to the Developer on the following terms and conditions: (i) the disposition price payable by the Developer to the Agency for the uneconomic remnant shall be equal to the lesser amount of: (A) the appraised fair market value of the land area included in the uneconomic remnant based upon an appraisal assumption that such land shall be annexed to the Corner Parcel, and used for any purpose then permitted under the Phase I Project REA and applicable planning and zoning or (B) the sum paid by the Agency to the public agency which acquires the uneconomic remnant for the fee transfer of the uneconomic remnant to the Agency; (ii) the uneconomic remnant shall be transferred in fee to the Developer by the Agency in an "as is," "where is," "subject to all faults condition" described in Section 2.10(d) by a quitclaim deed; (iii) the Developer shall cause the uneconomic remnant to be joined with the Corner Parcel and the Developer shall thereafter hold the Corner Parcel and the uneconomic remnant as a single legal parcel of land, under an appropriately recorded covenant or lot merger approved by the City; and (i v) the Corner Parcel together with the uneconomic remnant shall be annexed to the Phase I Project REA and the Agency shall consent to the release of the land use restriction affecting the Corner Parcel which limits its use to on-site vehicle parking, driveways and landscaping appurtenant to the Phase I Project. The Developer hereby agrees to accept the transfer of the uneconomic remnant portion of the In-N-Out Lands from the Agency on the terms set forth in the preceding subparagraphs. The parties agree to execute such appropriate escrow instructions in form and 5/15/01 ct SB2001:7825.8 1-47 content reasonably acceptable to each of them as may be indicated, at such time as the uneconomic remnant parcel may be available for transfer to the Developer as provided in this Section 2.16 (b). The parties shall have no further obligation under this Section 2.16(b) on the first of the following dates to occur: (1) July 1, 2015; or (2) the date on which the public agency acquiring the public street right-of-way affecting the In-N-Out Burger Lands rejects the offer of the Agency to acquire the uneconomic remnant parcel. SECTION 2.17. [RESERVED - - NO TEXT] SECTION 2.18 Allocation of Aqencv Acauisition Costs in Excese of Line Item Set Forth In Section 2.4Cal or In Preliminary proiect Budqet for the Phase I Site or in Section 2.4Cdl for the Phase II Site. (a) In the event that at any time before the Agency transmits an offer to acquire any Site Parcel for the Phase I Site or the phase II Site, as applicable, the Executive Director determines that the estimated acquisition costs of the Agency in excess of the Phase I Site Purchase Price, or later, the Phase II Site Purchase Price, as payable by the Developer, may materially exceed the estimate of such acquisition cost as shown in Section 2.4 as of the date of approval of this Agreement by the governing board of the Agency, then in such event, the Executive Director shall schedule such matter for discussion and mutual consultation of the parties at the next regular meeting of the Developer and Agency staff under Section 2.3. (b) In the event that at any time after the Agency has transmitted one or more offers to acquire any Site Parcel for the Phase I Site or the Phase II Site, as applicable, the Executive Director determines that the acquisition costs payable by the Agency before the Site Transfer Escrow (Phase I Site) or (Phase II Site), is in a condition to close, as applicable, may exceed the sum as provided in Section 5.10 (a), then in such event, the Executive Director shall give the Developer written notice of such determination, and the parties shall consider in the mutual discretion of each of them, whether and on what terms, if any, the Agency acquisition costs in excess of such estimate may be allocated between the parties. During such period of mutual consideration, the Agency may in its discretion elect to delay the transmittal of a notice of termination of this Agreement to the 5/15/01 ct SB2001:7825.8 1-48 Developer or to defer the termination date as previously set forth in such notice as otherwise provided under Section 5.10(c). SECTION 2.19. No Assistance to the Deve10Der in Connection with the Construction of the Phase I Site or the Phase II Site. It is understood and agreed by the Developer that the Agency shall not provide any financial assistance to the Developer in connection with the construction of the Phase I Project and/or the Phase II Project. The Developer shall be solely responsible for paying for the costs of all design work, construction, labor, materials, fees and permit expenses associated with the improvement of the Phase I Project, and later, the Phase II Project. SECTION 2.20. Insurance. Concurrently with the execution of this Agreement, the Developer shall also furnish, or shall cause to be furnished, to the Agency, one or more certificates of insurance evidencing the existence of comprehensive general liability insurance coverage in favor of the Developer in the amount of One Million Dollars ($1,000,000.00) combined single limit. Said insurance shall cover liability including, but not limited to, contractual liability and personal injury. The comprehensive general liability insurance of the Developer shall also name the City and the Agency and the officers, officials and agents of each of them as additional insureds with respect to the Project. In addition, the Developer shall provide to the Agency adequate proof of workers' compensation insurance. Any and all insurance policies required hereunder shall be obtained from insurance companies admitted in the State of California and rated at least B+(vi) in Best's Insurance Guide. Appropriate insurance means those insurance policies approved by the Agency Counsel consistent with the foregoing. Any and all insurance required herein shall be maintained and kept in force until the Agency has issued its Certificate of Completion for the Phase I Project. SECTION 2.21. Warranties DeveloDer. and Representations bv the (a) The Developer hereby makes the following representations, covenants and warranties as of the date of this Agreement and acknowledges that the execution of this Agreement by the Agency has been made in material reliance by the Agency on such covenants, representations and warranties: (1) Each of the persons acting on behalf of the Developer has been duly authorized to so act in such capacity under the laws of the State of California. The Developer has the legal power, right and authority to enter into this 5/15/01 ct 882001:7825.8 1-49 Agreement and the instruments and documents referenced herein, and to consummate the transactions contemplated hereby, (2) The Developer has taken all requisite action and obtained all requisite consents in connection with entering into this Agreement. (3) The persons executing any instruments for or on behalf of the Developer were fully authorized to act on behalf of the Developer and that the Agreement is valid and enforceable against the Developer in accordance with its terms and each instrument to be executed by the Developer pursuant hereto or in connection therewith will, when executed, be valid and enforceable against the Developer in accordance with its terms. No approval, consent, order or authorization of, or designation or declaration of any other person, is required in connection with the valid execution and delivery of and compliance with this Agreement by the Developer. (4) There are no pending or, to the best of Developer's knowledge, threatened claims, actions, allegations or lawsuits of any kind, whether for personal injury, property damage, landlord-tenant disputes, property taxes or otherwise, that are not covered by insurance or which expose the Developer to more than $100,000.00 in any given claim, action, allegation or lawsuit, or that could materially and adversely affect the operation or value of the Project or prohibit the performance of any provision of this Agreement by the Developer. (5) For purposes of this Section 2.21, the terms "to the best of Developer'S knowledge" or "to Developer'S knowledge" shall mean the actual knowledge of Fred Stimler, Steven Felderman and Arthur Pearlman, (b) If the Developer becomes aware of any act or circumstance which would change or render incorrect, in whole or in part, any representation or warranty made by the Developer under this Agreement, whether as of the date given or any time thereafter whether or not such representation or warranty was based upon Developer'S knowledge and/or belief as of a certain date, the Developer will give immediate written notice of such changed fact or circumstance to the Agency. SECTION 2.22. Warranties and Representations bv the Aqencv. The Agency hereby makes the following representations, covenants and warranties and acknowledges that the execution of this Agreement by the Developer have been made in material reliance by the Developer on such covenants, representations and warranties: 5/15/01 ct SB2001:7825.8 I-50 (1) Agency is a duly organized and validly existing community redevelopment law created under the laws of the State of California. The Agency has the legal right, power and authority to enter into this Agreement and the instruments and documents referenced herein and to consummate the transactions contemplated hereby, The persons executing this Agreement and the instruments referenced herein on behalf of the Agency hereby represent and warrant that such persons have the power, right and authority to bind the Agency. (2) The Agency has held a public hearing and obtained all requisite consent of the City in connection with entering into this Agreement. (3) This Agreement is, and all agreements, instruments and documents to be executed by the Agency pursuant to this Agreement shall be, duly executed by and are or shall be valid and legally binding upon the Agency and enforceable in accordance with their respective terms. (4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall result in a breach of or constitute a default under any other agreement, document, instrument or other obligation to which the Agency is a party or by which the Agency may be bound, or under law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body applicable to the Agency or to the Property, 5/15/01 ct S82001:7825.8 I-51 ARTICLE III REDEVELOPMENT OF THE PHASE I SITE AND THE PHASE II SITE SECTION 3.1. Development of Phase I proiect and. If Applicable. the Phase II proiect bv Developer. (a) Each phase of redevelopment of the Phase I Site and later, if applicable, the Phase II Site shall be accomplished in substantial accordance with the Project Improvement Plan Concept as approved by the Agency concurrently with the approval of this Agreement by the governing board of the Agency, together with such changes in the Developer Improvement Plan Concept as may be approved by the Agency either before or after the date of submission of the Development Project Application to the City pursuant to this Agreement. The Developer Improvement Plan Concept is attached to this Agreement as Attachment NO.2. The development regulations of the City, including, but not limited to, on-site parking and on-premises outdoor advertising sign structure requirements are applicable to the use and development of the Phase I Project and the Phase II Project pursuant to this Agreement. The Phase I Project and the Phase II Project are collectively referred to in this Article III as the "Projects". The City is not a party to this Agreement and no provision hereof shall be deemed to confer any right or privilege upon the Developer as may otherwise arise under Government Code Section 65850 et sea. The City retains the sole and absolute discretion under its regulatory and other police powers to review and approve the Development Project Applications and the issue the Develop Project Permits for the Projects, including without limitation the power to impose such development conditions of the City as may be applicable in its discretion to: (i) the City's approval of a Development Project Application; (ii) a final order of public street vacation affecting any public street right-of-way within or adjacent to the Site as may be necessary or appropriate to accommodate the Projects; (iii) any Certificate of Subdivision Compliance as may be applicable under Section 2.8 for the close of the Site Escrow. No action by the Agency with reference to this Agreement or any of the related documents or attachments shall be deemed a waiver of any City development standard which is applicable to the improvement and redevelopment of the Projects and the City's approval of a Development Project Application or Certificate of Subdivision Compliance or order of public street vacation or the issuance by the City of any Development Project Permit, it being understood that, on a best efforts basis, the 5/15/01 ct SB2001:7825.8 II-I Agency shall assist the Developer in obtaining any desired approval from the City as required to facilitate the redevelopment of the Projects. (b) The Developer and/or its agents shall prepare at its sole cost and expense for submission to the City, all plans, drawings, specifications and studies necessary to accompany the Development Project Application for the Projects in sufficient detail for the City to accept as complete the Development Project Application. In the event that the Developer may seek to substantially modify, revise or amend the Developer Improvement Plan Concept or submit plans and Development Project Application drawings which provide for development of either the Phase I Project or the Phase II Project (or a major functional element thereof) which the Executive Director determines is materially different from the Developer Improvement Plan Concept, then in such event, the Developer shall obtain the approval of the Agency of the indicated modification, revision or amendment of the Developer Improvement Plan Concept before the Development Project Application is submitted to the City. The Developer may request by written notice to the Agency that the Executive Director determine whether a feature of the Development Project Application is at material variance with the Developer Improvement Plan concept and the Executive Director shall respond to such a written request within five (5) business days of improvement. Agency approval of a proposed substantial modification, revision or amendment to the Developer Improvement Plan shall at the reasonable discretion of the Agency and such approval shall not be unreasonably withheld, conditioned or denied. The Agency shall cooperate with and shall assist the Developer in order to obtain the approval by the City of any and all development approval plans submitted by the Developer to the City which are consistent with the Developer Improvement Plan Concept and this Agreement. In the event that the City disapproves any element of the Development Project Application the Developer may revise and resubmit said plans to the City in accordance with the City's requirements or the Developer may appeal the rejection in the manner provided by law. (c) Landscaping plans for the Projects shall be prepared by a licensed landscape architect. The Developer shall submit a preliminary draft of the landscaping plan to the Executive director for concurrence prior to the submission of such landscaping plan to the City either as part of the Development Project Application, or later as part of a Developer submission for the issuance of any Development proj ect Permit by the Ci ty . The landscaping plans submitted for Agency concurrence shall provide for the installation 5/15/01 ct S82001:7825.B II-2 of high quality and attractive landscaping and related improvements on the Phase I Site or the Phase II Site, as applicable, as well as within the public parkway and rights-of-way adjacent to the Phase I Site or the Phase II Site, as applicable, consistent with the Developer Improvement Plan Concept and the Harriman Place Improvement Project. (d) The Developer shall prepare and submit all other construction drawings and related documents for the proj ects (including, but not limited to, architectural review of the exterior by the City as part of its consideration of the Development Project Application) and written approval as and at the times established in the Schedule of Performance. The Developer and Agency staff shall hold regular progress meetings to coordinate the preparation, submission and review of the Development Project Application and related documents by the City as part of the Site Parcel assembly program and issuance of the Development Project Permits as set forth in Section 2.3. The Agency Staff and the Developer shall communicate and consult informally as necessary to ensure that the formal submittal of the any documents to the City and the Agency can receive prompt and speedy approval. (e) No matter relating to the Development Project Application once approved by the Agency shall be subsequently disapproved unless mutually agreed by the parties. Nothing contained herein shall preclude the City from conducting its review, modification or rejection of all plans, drawings and documents for the development of the Projects as required by all applicable development laws and regulations. The Developer shall revise each such plan, drawing or related document in a manner that addresses the basis of proposed modification or rejection recommended by the City. The Developer shall promptly revise and resubmit to the City any plans, drawings or related documents which are conditionally approved or rejected by the City as part of the consideration and approval by the City of the Development Project Application and/or the issuance of Development Project Permits. Upon request by the Developer, the Agency shall consider one or more requests for the extension of the period of time set forth in the Schedule of Performance during which the preparation of such revision to plans or drawings may be necessary, not to exceed in the aggregate for all such extensions of ninety (90) days. Further, the Schedule of Performance shall automatically be extended for any additional period required for the resubmission of plans by the Developer to the City for approval; provided however, that the Developer makes a good faith effort to meet any and all reasons for disapproval earlier set forth by the City, 5/15/01 ct SB2001:7825.B II-3 (f) After the approval by the City of the Development Project Application, if the Developer desires to make any material change in the final construction drawings and related documents which are not consistent with the Development Project Application as approved by the City (either before or after the time when the City has issued the Development Project Permits to the Developer) , the Developer shall first submit the proposed change to the Agency for its consideration and approval. At such time the Developer may also submit a request for extension of the Schedule of Performance, if such extension is necessary. The proposed change shall be approved or rejected by the Agency in writing within twenty (20) business days after submission to the Agency. Such a change shall, in any event, be deemed approved by the Agency unless rejected by the Executive Director, in whole or in part, by written notice thereof submitted by the Agency to the Developer, setting forth in detail the reasons therefor, and such rej ection shall be made within said twenty (20) business day period. The Developer, upon receipt of a disapproval, may revise such portions as are rejected, or may appeal or dispute such rejection, Once the Development Project Permits have been issued and the work of improvement of either of the Projects has commenced, the Developer shall have the right during the course of construction of the proj ects to make "minor field changes" without seeking the prior approval of the Agency. Said "minor field changes" shall be defined as those changes from the final construction drawings which have no material or adverse effect on the quality or appearance of the improvements and include changes made in order to expedite the work of construction in response to field conditions, (g) All of the other costs of redeveloping the Phase I Site and the Projects, including the cost of preparing and submitting the Development Project Application to the City for its review and approval, the performance of all Developer Investigations, the costs and charges of any public agency with jurisdiction associated with the issuance of any Development Project, demolition of structures, abatement of ACM and LBP, if any, response, removal and remediation of hazardous substances, if any, the removal of all subsurface structures improvements and conditions as necessary, grading, the reorganization of existing or proposed utility services and of constructing all new structures and improvements on the Phase I Site and the Phase II Site, development project impacts as identified the City, shall be borne solely by the Developer. (h) The Developer shall begin and complete the redevelopment of the Projects within the times specified in the Schedule of Performance or within such reasonable extensions of time as may be granted by the Agency or as provided for in this Agreement. The 5/15/01 ct 882001:7825.8 II-4 Schedule of Performance is also time as mutually agreed upon Developer and the Agency. subject to revision from time to in writing by and between the (i) Subject to the compliance by the Developer with all applicable development project approval procedures of the City, the Developer shall include as part of its submittal of the Development Project Application for the Phase I Project design plans for the New Store sign and, if applicable, the Developer shall cooperate with the Agency in providing for certain outdoor on-premise signage structures on the Phase I Site for use by In-N-Out; provided however, that the Developer shall not be required to offer exterior signage structures for use by In-N-Out except on terms which are commercially comparable to other tenants and users of similar structures on the Phase I Site. (j) The Developer for itself and its successors and assigns agrees that in the construction of the improvements for the Projects as provided for in this Agreement, the Developer will not discriminate against any employee or applicant for employment because of sex, marital status, race, color, religion, creed, national origin, or ancestry. (k) The Developer shall be responsible for carrying out its construction of the improvements of the Projects in conformity with all applicable laws, including all applicable federal and state labor standards and requirements. SECTION 3.2. Securi tv Financinq No Encumbrances Except for Development Purposes. For the purposes of this Section 3.2 and Section 3.3, the words "Developer Lands" mean and refer to the lands acquired by the Developer on the Phase I Site and/or later the Phase II Site upon the close of the applicable Site Transfer Escrow. Notwithstanding any other provision of this Agreement, mortgages and deeds of trust, or any other reasonable method of security, are permitted to be placed upon the Developer Lands for its redevelopment, but only for: (i) the purpose of securing loans of funds to be used for the design and construction of the Projects and any other expenditures necessary and appropriate to redevelop the Developer Lands under this Agreement, and costs and expenses incurred or to be incurred by the Developer in furtherance of this Agreement and/or (ii) with respect to that portion of the Developer Lands for which a Certificate of Completion has been issued by the Agency. The Developer shall provide a suitably detailed description of the terms of any mortgage, deed of trust, lease-back or other financing, conveyance, encumbrance written sale and or lien 5/15/01 ct SB2QOl:782S.8 II-5 which the Developer may propose to create or attach to the Developer Lands or any portion thereof, to pay for any part of the Phase I Site Purchase Price or Phase II Site Purchase Price, as applicable, and/or to provide the Developer with a source of funds to construct the proj ects. The words "mortgage" and "deed of trust" as used in this Agreement include all other appropriate modes of financing the real estate acquisition, construction, and land development obligations of the Developer. Mortgages, deeds of trust and other reasonable methods of security referred to as Permitted Transfers in Section 3.2, are collectively referred to in Section 3.3 as a "Security Financing Interest." SECTION 3.3. Security Financinq Interests. (a) The holder of any Security Financing Interest authorized by this Agreement is not obligated to construct or complete any improvement of the Projects. However, nothing in this Agreement shall be deemed to permit or authorize any such holder of a Security Financing Interest to devote the Developer Lands, or any portion thereof, to any use, or to constructed any improvements thereon, other than those uses of improvements provided for or authorized by this Agreement. (b) Whenever the Agency, pursuant to its rights set forth in this Agreement, delivers any notice or demand to the Developer to cure or correct a default or breach with respect to the redevelopment of the Projects, the Agency shall at the same time deliver to each holder of record any Security Financing Interest creating a lien upon the Developer Lands or any portion thereof a copy of such notice or demand of the Agency. Each such holder shall (insofar as the rights of the Agency are concerned) have the right, but not the obligation, at its option, within ninety (90) days after the receipt of the notice, to cure or remedy or commence to cure or remedy any such default or breach affecting the Developer Lands which is subject to the lien of the Security Financing Interest held by such holder and to all the costs thereof to the security interest debt and the lien on the security interest. (c) In any case where within one hundred and eighty (180) days after the occurrence of a default or breach by the Developer for which the Agency has given notice to the holder of any Security Financing Interest under Section 3.3 (b), and such holder has exercised its option to construct the Projects, but such holder has not proceeded diligently with construction, the Agency shall thereupon be afforded the same rights against such holder for such default or breach as the Agency would otherwise have against Developer under this Agreement; provided, however that such holder 5/15/01 ct 882001:7825.8 11-6 shall have no liability to the Agency for any failure to open the New Store or to operate the New Store the Phase I Site for so long as such holder may retain its interest in the Developer Lands. (d) In the event of a default or breach by the Developer under a Security Financing Interest prior to the completion of redevelopment of the Project or portion thereof, and the holder has not exercised its option to complete the improvement of the Site, the Agency, at its sole option and election, but without any obligation to do so, may cure the default or breach of the Developer to such holder, prior to the completion of any foreclosure under its Security Financing Interest. In such event the Agency shall be entitled to reimbursement from the Developer of the principal amount paid by the Agency to cure or satisfy the defaults plus all reasonable costs and expenses incurred by the Agency in curing the default of the Developer. The Developer hereby agrees that the Agency shall also be entitled to a lien upon the Developer Lands, or any portion thereof to secure the repayment of such amount to the Agency. The Agency agrees that in the event that the such a lien in favor of the Agency may arise, that the lien of the Agency shall be subordinate to any other Security Financing Interest approved or deemed approved by the Agency. The Agency shall execute from time to time any and all documentation reasonably requested by Developer to effect such subordination of the lien right of the Agency as may arise under this Section 3.3. (e) In addition to the optional right of the Agency to cure a default or breach of the Developer under a Security Financing Interest as set forth in Section 3.3(d), the Agency, at its sole option and election, shall have the right to satisfy any other lien or encumbrance affecting the Developer Lands after the Developer has received a thirty (30) day notice of intention of the Agency to pay such lien or encumbrance. The Agency shall not transmit such a notice of intention until the Developer has been accorded a reasonable period of time to challenge, cure or satisfy such a lien or encumbrance provided however, that nothing in this Agreement shall require the Developer to payor make provisions for the payment of any lien or charge (except a lien or charge for ad valorem property taxes) so long as the Developer in good faith shall contest the validity or amount therein and so long as such delay in payment by the Developer shall not subject the Developer Lands or any portion thereof to forfeiture or sale. In the event that the Agency may satisfy any such lien or encumbrance the Agency shall be entitled to reimbursement from the Developer of the principal amount paid by the Agency to cure or satisfy the lien or encumbrance, plus all reasonable costs and expenses incurred by the Agency in satisfying the lien or encumbrance. The Developer hereby agrees that the Agency shall also be entitled to a lien upon the 5/15/01 ct 5B2001:7825.8 II-7 Developer Lands, or any portion thereof, to secure such repayment to the Agency. Any such lien of the Agency under this Section 3.3 shall be subordinate to each Security Financing Interest approved or deemed approved by the Agency. (f) The Developer, for itself, its successors and assignees hereby warrants and agrees that the Developer shall give to any holder of a Security Financing Interest notice of the terms and conditions contained in this Section 3.3 and shall use commercially reasonable efforts to cause each term contained herein dealing with Security Financing Interests and rights of holders of such interests either to be inserted into the relevant deed of trust or mortgage or to be acknowledged by the holder prior to its perfection of any such Security Financing Interest right or interest in the Developer Lands. SECTION 3.4. Estovvel Statement. Upon the request of the Developer or any holder or a Security Financing Interest in the Site or portion thereof, the Agency shall issue a signed estoppel statement stating that this Agreement is in full force and effect and that no default hereunder exists on the part of the Developer or any successor, or if such default is claimed to exist, such estoppel statement shall identify the nature of such default. Such estoppel statement shall be delivered by the Agency within thirty (30) days following receipt of written request therefor. SECTION 3.5. [RESERVED--NO TEXT] SECTION 3.6. [RESERVED--NO TEXT] SECTION 3.7. Certificate of Comvletion. (a) Upon substantial completion of the relevant phases of the Project, the Agency shall prepare a Certificate of Completion substantially in the form of Attachment No. 11, within thirty (30) days following receipt by the Agency of a written request therefor by the Developer. Upon the request of the Developer, the Agency may issue one or more Certificates of Completion when the Developer has completed (or caused third party tenants to so complete) the improvements as follows: (i) upon completion of the New Store for the portion of the Phase I Site on which the New Store is situated; (ii) upon completion of the other portion of the Phase I Site; provided that the New Store has been completed under (i), above; and 5(15(01 ct 882001:7825.8 11-8 (iii) upon completion of the Phase II Project. The Certificate of Completion shall evidence a conclusive determination by the Agency of satisfactory completion of the improvement of the proj ects, as applicable, by the Developer. After the recordation of the Certificate of Completion by the Agency, neither the Developer, nor any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Developer Lands shall (because of such ownership, purchase, lease or acquisition) have any further obligation or liability under this Agreement for matters arising prior to the date of recordation of the Certificate of Completion or thereafter; provided however, that the covenants contained in Section 4.1 through Section 4.4, shall bind each successor in interest of the Developer in the Developer Lands as covenants which run with the land. (b) If the Agency seeks to withhold the execution of Certificate of Completion, then the Agency shall, within said thirty (30) days of the date of the written request for the issuance of a Certificate of Completion provide to the Developer a written statement setting forth the reasons with respect to the Agency's refusal or failure to prepare and execute a Certificate of Completion. The statement shall also contain a detailed description of the action the Developer must take to obtain a Certificate of Completion. If the reason for such refusal is confined to minor building "punch list" items, the Agency shall issue its Certificate of Completion conditioned upon the delivery of cash or other reasonably acceptable surety in an amount and terms subject to the reasonable approval of the Executive Director, No such Certificate of Completion of the Agency shall be deemed to constitute a notice of completion as referred to in Section 3093 of the California Civil Code. 5/15/01 ct SB2001:7B25.8 II-9 ARTICLE IV USE AND OPERATION OF THE PHASE I SITE AND THE PHASE II SITE SECTION 4.1. Permitted Uses of the Site bv the Developer. The Agency acknowledges that occupancy of the Phase I Site, and later the Phase II Site by the following types of tenants is consistent with the development regulations of the City of San Bernardino: Baby's-R-Us Cost Plus Krause's Custom Crafted Furniture Lakeshore Learning Marshalls Michaels Sam's Club Sports Chalet Target Toys-R-Us Wal-Mart Old Navy Sketchers Petco Kinkos The following uses on the Phase I Site and the Phase II Site are prohibited: Bars or businesses with "on-sale" alcoholic beverage sales licenses (other than in restaurants) , coin laundries or laundromats, used clothing stores, used appliance stores, used furniture stores or rummage stores, massage parlors, or so-called adult book or adult entertainment establishments. The following special retail uses as defined under applicable State law as a "relocation" may be permitted; provided that the Agency in its reasonable discretion, has first made the finding that such retail user "relocation" is outside the same market area," as each of these terms is defined in Health and Safety Code Section 33426.7: automobile dealership, or big box retailer, in a store greater than 75,000 square feet of gross buildable area that will generate sales or use tax pursuant to Part 1.5 (commencing with Section 7200) of Division 2 of the Revenue and Taxation Code), or 5/15/01 ct 882001:7825.8 II-IO a business entity that sells or leases land to an automobile dealership or big box retailer. The provisions of this covenant shall be included in the Agency Grant Deed. SECTION 4.2. [RESERVED - - NO TEXT] SECTION 4.3. Obliqation to Refrain from Discrimination. The Developer covenants and agrees for itself, its successors, assigns and every successor in interest to the Phase I Site and the Phase II Site or any part thereof, 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 original or ancestry in the sale, lease, sublease, transfer, use occupancy, tenure or enjoyment of the Phase I Site and the Phase II Site nor shall the Developer, 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 of occupancy of tenants, lessees, subtenants, sublessees or vendees of the Phase I Site and the Phase II Site. The covenant of the Developer as provided in this Section 4.3 shall be included in the Agency Grant Deed. SECTION 4.4. Form of Nondiscrimination and Nonseqreqation Clauses. The Developer shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the Phase I Site and the Phase II Site or part thereof on the basis of sex, marital status, race, color, religion, creed, ancestry or national original of any person. All such deeds, leases or contracts pertaining thereto shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (1) [in deeds] : nThe 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 sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with 5/15/01 ct 882001:7825.8 II-ll 5/15/01 ct SB2001:782S.B reference to the selection, location, number, use of occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (2) [in leases] : "The lessee herein covenants by and for itself, its successors and assigns, and al persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry, in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the land herein lease, nor shall lessee itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number or occupancy of tenants, lessees, sublessees, tenants or vendees in the land herein lease." (3) [in material contracts] : "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, rental, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." II-12 ARTICLE V DEFAULTS, REMEDIES AND TERMINATION SECTION 5.1. Defaults--General. Failure or delay by a party to perform any term or provisions of this Agreement constitutes a default under this Agreement. The party in default must immediately commence to cure, correct, or remedy such default within thirty (30) days after receipt of written notice of such default, and if the defaulting party does not diligently complete such cure, correction or remedy within a reasonable time, then a breach shall be deemed to have occurred and the non-defaulting party may assert its other rights and remedies. No default under this Agreement shall be deemed to exist during those periods of time as provided in Section 6.5 hereof during which a force majeure event has occurred and written notice has been delivered to the other parties. The party which claims that a default or breach has occurred shall give written notice of default, specifying the default complained of by the injured party in accordance with Section 5.8. Except as required to protect against further damage, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. SECTION 5.2. Bankruptcy, Insolvency or Dissolution of Developer. The occurrence of any of the following events prior to the issuance of a Certificate of Completion for the Phase I Site and the Phase II Site shall be deemed a material default by the Developer: (1) the Developer files for bankruptcy protection or reorganization or become involved in any proceedings under the bankruptcy laws of the United States, or in the event that the Developer may be insolvent, or in the event that a receiver may be appointed for the Developer under state or federal law; (2) the Developer suspends or terminates its legal status as a California limited liability company authorized to transact business in California. In view of the special community redevelopment goals and covenants for community redevelopment covenants which affect this Agreement, in the event that either the Developer shall be adjudicate bankrupt, or become involved in any proceedings under the bankruptcy laws of the United States, or if the interest of 5/15/01 ct SB2001:7825.8 II-13 either of them in this Agreement shall be transferred by operation of law at any time prior to the issuance of a Certificate of Completion for the Phase I Project or the Phase II Project, as applicable, the trustee in bankruptcy, receiver, assignee or judgment purchaser shall be bound by all provisions of this Agreement, including but not limited to the provisions of Section 4.1. SECTION 5.3. Institution of Leaal Actions. Subject to the default provisions of Section 5.1, any party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Any legal action, initiated pursuant to this Agreement or otherwise with respect to its subject matter, must be instituted in the Superior Court of the County of San Bernardino, State of California. SECTION 5.4. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. SECTION 5.5. Acceptance of Service of Process. (a) In the event that any legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Agency Secretary. (b) In the event that any legal action is commenced by the Agency against the Developer, service of process on the Developer shall be made upon any of its managing members. SECTION 5.6. Riahts and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by any other party. SECTION 5.7. Inaction Not a Waiver of Default. Any failure or delay by a party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive any party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 5/15/01 ct 882001:7825.8 II -14 SECTION 5.8. Notice of Default and Termination Prior to Issuance of a Certificate of Completion for the Phase I Pro;ect or the Phase II Pro;ect. As Applicable. Except as set forth in Section 5.10, if a party is in material breach or default with regard to any of the provisions of this Agreement prior to the issuance by the Agency of a Certificate of Completion for the Phase I Project, or the Phase II Project, as applicable, the non- defaulting party may, in addition to its assertion of any other right or remedy upon the occurrence of such default, elect to terminate this Agreement, unless such default is cured or corrected within the time period set forth in a notice of default, If the party exercises such an election of termination, such party shall include in its written notice of default to the defaulting party (with a copy to the remaining party) a statement that the Agreement shall be terminated if the default is not cured or commenced to be cured by the defaulting party within thirty (30) days after service of the notice of default (or within such other longer period as is set forth therein). The defaulting party shall be liable to the other party for any damage caused by such default and termination. SECTION 5.9. [RESERVED -- NO TEXT] SECTION 5.10. Termination Without Fault of Parties. (a) The occurrence of any of the following events prior to the date on which the close of the Site Transfer Escrow (Phase I Site) may occur constitute a basis for any party to terminate this Agreement without fault or liability: (1) Despite its good faith and diligent efforts, the Agency cannot confirm that funds are available to it to pay the Site acquisition costs; (2) The Developer has failed to deliver and/or the Agency has failed to accept the written confirmation to the Agency as set forth in Section 1.8; (3) Despite its good faith and diligent efforts, the Developer is unable to obtain any permit or approval from the City as may be necessary to construct the Phase I Project substantially in accordance with the Developer Project Improvement Plan Concept; (4) The Developer may reject the environmental condition of any Site Parcel as provided in Section 2.7(c); 5/15/01 ct 882001:7825.8 II-IS (5) The City, the IVDA and the Agency have failed to approve the Condemnation Parcel Acquisition Memorandum for any reason; (6) After the Developer has provided the Agency with the necessary funds for a Condemnation Parcel as set forth in Section 2.2(c), the IVDA may fail to initiate proceedings for the acquisition of any Condemnation Parcel; (7) The City and the A~ency have not entered into the Harriman Construction Agreement, and/or the Agency has not confirmed in its reasonable discretion by the date indicated in the Schedule of Performance that sufficient funds necessary to pay for the Harriman Place Improvement Project shall be available to the Agency for the improvement of such public works project; (8) The Developer rejects or the Agency fails to cure any Title Exceptions and/or the Developer fails to waive the cure of any Title Exception under Section 2.9(c) or 2.9(d); (9) The amount of the Site acquisition costs payable by the Agency (exclusive of any sums payable by the Developer prior to the close of the Site Transfer Escrow (Phase I Site) under Section 2.5(d)) is reasonably determined by the Agency to exceed the sum of $1,000,000 before the Site Transfer Escrow (Phase I Site) may be in a condition to close; (10) The necessary Site Parcels for the phase I Site cannot be assembled and the Site Transfer Escrow placed in a condition to close on or before January 18, 2002, subject to such extensions of time as may be approved by the Developer and the Agency as set forth in Section 2.3(f). (b) If any of the following events occurs after the Developer has exercised its option with respect to the Phase II Site under Section 2.15, then any party may terminate this Agreement with respect to its further effect on the Phase II Site, without fault or liability: (1) Despite its good faith and diligent efforts the Developer is unable to obtain any permit or approval from the City as may be necessary to construct the Phase II Project substantially in accordance with the Developer Project Improvement Plan Concept; (2) The Developer may rej ect the environmental condition of any Site Parcel as provided in Section 2.7(c); 5/15/01 ct 582001:7825.8 II-16 (3) After the Developer has provided the Agency with the necessary funds for a Condemnation Parcel as set forth in Section 2.2(c) with respect to a Site Parcel situated within the Phase II Site, the IVDA may fail to initiate proceedings for the acquisition of any such Condemnation Parcel; (4) The Developer rejects or the Agency fails to cure any Title Exceptions and/or the Developer fails to waiver the cure of any Title Exceptions under Section 2.9(c); (5) The amount of the Site Acquisition Cost payable by the Agency is reasonably determined by the Agency to exceed the sum of $500,000 before the Site Transfer Escrow (Phase II Site) may be in a condition to close. (c) The party which may elect to terminate this Agreement on any of the grounds described in Section 5.10 (a) or Section 5.l0(b) shall transmit a written notice of intention to terminate the Agreement at least thirty (30) days prior to the date of termination specified in such written notice, The written notice of intention to terminate the Agreement shall identify this Section 5.10 and generally describe the grounds on which the termination of this Agreement is based. Upon the termination of this Agreement pursuant to this Section 5.10, no party shall have any claim upon the other for costs, reimbursement or damages against or liability to the other under this Agreement, except that if a termination occurs as a result of the occurrence of the matters described in Section 5.l0(a) (6) or Section 5.l0(b) (3), then any Developer funds disbursed to the Agency for Condemnation Parcels shall be returned to the Developer as provided in Section 2.2(c) and further provided that the indemnity obligations of the parties under Section 2.8, Section 6.5(b) or Section 6.8 shall survive with respect to any matters or claim arising under any of those provisions of this Agreement. SECTION 5.11. Riahts of Mortaaaes. Any rights of the Agency under this Article V shall not defeat, limit or render invalid any lease, mortgage, deed of trust or any other security interest permitted by this Agreement or any rights provided for in this Agreement for the protection of holder of security interests in the Site, or portion thereof. 5/15/01 ct 882001:7825.8 II-17 ARTICLE VI GENERAL PROVISIONS SECTION 6.1. Notices, Demands and Conununications Between the Parties. Notices, demands and communications among the Agency, the Developer as required by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or, if mailed, upon receipt or rejection. If notice is given by mailing, it shall be sent by registered or certified mail, postage prepaid, return receipt requested, and properly addressed to the principal office of the party, as designated in Section 1.5. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate in writing. SECTION 6.2. Conflict of Interest. No member, official or employee of the Agency having any conflict of interest, direct or indirect, related to this Agreement and the development of the Project, shall participate in any decision relating to the Agreement or the implementation thereof. SECTION 6.3. Warranty Aqainst Payment of Consideration for Aqreement. The Developer and the Agency each warrant that neither of them has paid or given, and will not payor given, any third- party money or other consideration for obtaining this Agreement. For the purpose of this Section 6.3, the term "third parties" shall not include persons to whom fees were paid for professional services if rendered by attorneys, financial consultants, accountants, engineers, architects and the like when such fees are considered necessary by the Developer. SECTION 6.4. Non-Liability of City and the Aqency Officials and EmDloyees. No member, official or employee of the City or the Agency shall be personally liable to the Developer, or any successor in interest of either of them, in the event of any default or breach by the City or the Agency or for any amount which may become due to the Developer or to its successor or on any obligations under the terms of this Agreement. SECTION 6.5. Performance. Enforced Delay: Extension of Time of (a) In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, or considered to be a default, where delays or defaults are due to the force majeure events beyond the control of such 5/15/01 ct 8B2001:7825.8 II-1S party, including without limitation war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, government imposed moratorium legislation, freight embargoes or lack of transportation, weather-caused delays, inability to secure necessary labor, materials or tools, delays of any contractors, subcontractor or supplier, which are not attributable to the fault of the party claiming that an event suspends the close of the Site Transfer Escrow, or if after the close of the Site Transfer Escrow has occurred, suspends the prosecution of the work of improvement of the Phase I Project or the Phase II Project, as applicable. An extension of time for any such force majeure cause shall be for the period of the enforced delay and shall commence to run from the date of occurrence of the delay; provided however, that the party which claims the existence of the delay has first provided the other party with written notice of the occurrence of the delay within ten (10) days of the commencement of such occurrence of force maj eure event and thereafter takes prompt and reasonable action within its control to resume the performance of the applicable work or obligation, and if applicable restore, reconstruct, rebuild any damage to the Project caused by such force majeure event provided further that no force majeure event (or series of such events ) shall have the effect of delaying the close of the Site Transfer Escrow for more than a total of ninety (90) days. The inability of either the Developer to obtain the land acquisition or construction loans for either the Phase I Project or the Phase I I proj ect, or the approval of the New Store or the failure of the City to approve the Development Project Application or to issue any Development Project Permit (except by virtue of the effect of moratorium legislation) or the inability of the Developer to satisfy any other condition of this Agreement relating to the redevelopment of the Phase I Project or the Phase II Project or the operation of the New Store on the Phase I Site, shall not be deemed to be a force majeure event or otherwise provide grounds for the assertion of the existence of a delay under this Section 6.5. The parties each expressly acknowledge and agree that changes in either general economic conditions or changes in the economic assumptions of any of them which may have provided a basis for entering into this Agreement occurring at any time after the execution of this Agreement, are not force majeure events and do not provide any party with grounds for asserting the existence of a delay in the performance of any covenant or undertaking which may arise under this Agreement. Each party expressly assumes the risk that changes in general economic conditions or changes in such economic assumptions could impose an inconvenience or hardship on the continued performance by such party under this Agreement, but that 5/15/01 ct SB2001:7825.8 II-19 such inconvenience or hardship is not a force majeure event and does not excuse the performance by such party of its obligations under this Agreement. (b) The Developer acknowledges that the Agency is a "public entity" and/or a "public agency" as defined under applicable California law. Therefore, the Agency, in coordination with the City, must satisfy the requirements of certain California statutes relating to the actions of public entities, including, without limitation, the California Environmental Quality Act ("CEQA") before the redevelopment activities contemplated under this Agreement may be implemented, Also, as a public body, the action of the governing board of the Agency in approving this Agreement may be subject to proceedings to invalidate the Agreement. The Developer hereby assumes the risk of delays and any loss that may result from any such third-party legal actions related to the City's certification of the Final Environmental Impact Report (State Clearinghouse No. 2000081074) (the "FEIR")and the Agency's approval of this Agreement or the pur sui t of the redevelopment activities contemplated by this Agreement, even in the event that an error, omission or abuse of discretion by the City or the Agency which a court of competent jurisdiction may determine to have occurred. If a third-party files a legal action regarding the City's certification of the FEIR and/or the Agency's approval of this Agreement or the undertaking of the Harriman Place Improvement Project, or any of the related agreements with either the City or the IVDA, the Agency may terminate this Agreement on 60 days written notice to the Developer or the Agency's intent to so terminate this Agreement, referencing this Section 6.5(b), without any further obligation to perform the terms of this Agreement and whereupon the parties shall be mutually released from any further responsibility under this Agreement. Within 10 days of receipt of the Agency's notice of intent to terminate this Agreement as provided in the preceding sentence, the Developer may offer to defend the City and the Agency, as applicable in the third-party legal action and pay all of the court costs, attorney fees, monetary awards, sanctions, attorney fee awards and the expenses of any and all financial or performance obligations that may result from the disposition of the legal action. Any such offer from the Developer must be in the form of a written agreement to be considered by the Agency. The Agency is under no obligation to accept any such offer from the Developer and may elect to terminate this Agreement, under this subsection (b) notwithstanding any offer from the Developer under this subsection (b). SECTION 6.6. Aoorovals. Approvals required by the Agency shall not be unreasonably withheld and approval or disapproval shall be given within the time set forth in the Schedule of 5/15/01 ct 5B2001:7825.8 II-20 Performance, or as set forth in this Agreement or, if no specific time is set forth for such approval, within thirty (30) days. If no disapproval is given within the time stated therefor, the item in question shall conclusively be deemed approved. SECTION 6.7. No Real Estate Commissions Pavable. Each party to this Agreement represents and warrants to the others that said party has not dealt with any broker or real estate agent in connection with this transaction, and that insofar as that party knows no broker, real estate agent, or other party is entitled to any commission or fee in connection herewith. Each party to this Agreement agrees to indemnify, defend and hold harmless the other parties from and against any and all broker or real estate commissions or finder fees by any person or entity claiming to have been retained by such indemnifying party in connection with this transaction. SECTION 6.8. Indemnification. (a) The Developer agrees to indemnify, defend and hold the City and the Agency, and each of them, harmless from and against all damages, judgments, costs, expenses, and fees, including attorneys fees and expenses, arising from any act or omission of the Developer in performing its obligations hereunder. (b) The Developer and the Agency hereby jointly and severally agree to indemnify, defend and hold the IVDA harmless from and against all damages, judgments, costs, expenses and fees, including attorneys fees and expenses, arising from any claim or liability asserted against the IVDA or any matter described in Section 2.3 (d) (vi) with respect to any claim of inverse condemnation relating to any Site Parcel or Condemnation Parcel which may be asserted against the IVDA. (c) Except to the extent provided in Section 6.5(b), the Agency agrees to indemnify and hold the Developer harmless from and against all damages, judgments, costs, expenses and fees arising from any act or omission of the Agency in performing its obligations hereunder. (d) the parties hereby agree to serve written notice on the other within one (1) year following the time when a party becomes aware, or should be aware, that a claim under this Section 6.8 has arisen. SECTION 6.9. No Partnership. Nothing in the Agreement nor any acts of the parties hereto shall be deemed or construed by the parties hereto, or any of them, or by any third person, to create 5/15/01 ct 882001:7825.8 II-21 the relationship of principal and agent, or of partnership, or of joint venture, or of any association between any of the parties to this Agreement. SECTION 6.10. Attornev's Fees. If any party hereto files any action or brings any action or proceeding against the other arising out of this Agreement, then as between the Developer and the Agency, the prevailing party shall be entitled to recover as an element of its costs of suit and not as damages, its reasonable attorney's fees as fixed by the Court in such action or proceeding or in a separate action or proceeding brought to recover such attorney's fees. For the purposes hereof, the words "reasonable attorney's fees" include in the case of the City and/or the Agency, the salaries and fringe benefits of attorneys employed in the Office of City Attorney allocated on an hourly basis for legal services performed on behalf of the Agency hereunder. SECTION 6.11. Severability. If any clause, sentence or term or condition of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction, the remaining portions of this Agreement will remain in full force and effect, provided the resulting agreement preserves the material economic effect of this Agreement. 5/15/01 ct SB2001:7825.8 II-22 the relationship of principal and agent, or of partnership, or of joint venture, or of any association between any of the parties to this Agreement. SECTION 6.10. Attornev's Fees. If any party hereto files any action or brings any action or proceeding against the other arising out of this Agreement, then as between the Developer and the Agency, the prevailing party shall be entitled to recover as an element of its costs of suit and not as damages, its reasonable attorney's fees as fixed by the Court in such action or proceeding or in a separate action or proceeding brought to recover such attorney's fees. For the purposes hereof, the words "reasonable attorney's fees" include in the case of the City and/or the Agency, the salaries and fringe benefits of attorneys employed in the Office of City Attorney allocated on an hourly basis for legal services performed on behalf of the Agency hereunder. SECTION 6.11. Severability. If any clause, sentence or term or condition of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction, the remaining portions of this Agreement will remain in full force and effect, provided the resulting agreement preserves the material economic effect of this Agreement. 5/15/01 ct SB2001:7825.8 II-22 ARTICLE VII ENTIRE AGREEMENT, WAIVERS AND AMENDMENT SECTION 7.1. Attachments. This Agreement shall be executed in three (3) duplicate originals, each of which is deemed to be an original. The Agreement includes _ pages and ( ) attachments which constitute the entire understanding and agreement of the parties. SECTION 7.2. amended from time parties. Amendment of Aareement. This Agreement may be to time by written agreement executed by the SECTION 7.3. Operatina Memoranda. It is recognized and acknowledged that the implementation of the development of the Phase I Project and/or the Phase II Project will require a close degree of cooperation between the Developer and the Agency. Therefore, any written operating memorandum shall be given reasonable and fair consideration, as necessary, and such approval shall not be unreasonably withheld. Such memoranda shall, upon approval, become an addendum hereto and become a part hereof. Additionally, in the event that a lender, which proposes to loan funds to the Developer with respect to the Phase I Project and/or the Phase II Project, requires commercially reasonable amendments or modifications to this Agreement, the Agency shall promptly give due consideration to the written request of such lender. SECTION 7.4. Date of Aareement. This Agreement has been dated as of 2001 for purposes of reference and convenience. The terms "date of execution of the Agreement" or "date of the Agreement" or "date of approval of this Agreement," and the like, refer to the date of which the Agreement is approved by the governing board of the Agency following a public hearing thereon. This Agreement shall have no force nor effect in the event that the parties may fail to cause the authorized officers of each of them to execute it for any reason within thirty (30) days following such approval by the governing board of the Agency. 5/15/01 ct SB2001:7B25.8 II-23 SECTION 7.5. Execution in Counteroart Oriainals. The Agreement may be executed by the parties in counterparts and when each such counterpart is delivered by the parties, this Agreement shall be deemed to be fully executed and in effect. DEVELOPER SBT Partners, LLC, a California limited liability company Date: By: Its: By: Its: AGENCY Redevelopment Agency of the City of San Bernardino Date: By: Judith Valles Chairperson of the Community Development Commission of the City of San Bernardino By: Agency Secretary ~VED AS TO FORM: Agency Special Counsel 5/15/01 ct SB2001:7825.8 II -24 ATTACHMENT NO. lA LEGAL DESCRIPTION OF THE SITE AND PLAT MAP THOSE PORTIONS OF LOTS 1 THROUGH 79 OF TRACT NO. 2743, IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, TOGETHER WITH THOSE PORTIONS OF LAURELWOOD DRIVE, ROSEWOOD DRIVE AND ORCHARD DRIVE, AS PER PLAT RECORDED IN BOOK 38 OF MAPS, AT PAGE 47, RECORDS OF SAID COUNTY, TOGETHER WITH THAT PORTION OF LOT 5 OF BLOCK 72, RANCHO SAN BERNARDINO, AS PER PLAT RECORDED IN BOOK 7 OF MAPS, AT PAGE 2, RECORDS OF SAID COUNTY, TOGETHER MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID TRACT NO. 2743; THENCE SOUTH 89048'29" EAST 1276.36 FEET ALONG THE NORTHERLY LINE OF SAID TRACT TO THE INTERSECTION OF SAID NORTHERLY LINE WITH A LINE THAT IS PARALLEL WITH AND DISTANT WESTERLY 50.00 FEET, MEASURED AT RIGHT ANGLES, FROM THE CENTERLINE OF TIPPENCANOE AVENUE, 60.00 FEET WIDE, AS SHOWN ON SAID TRACT MAP; THENCE SOUTH 00008'00" EAST 128.94 FEET ALONG SAID PARALLEL LINE, ALSO BEING THE EASTERLY LINES OF THOSE CERTAIN PARCELS CONVEYED TO THE COUNTY OF SAN BERNARDINO IN DOCUMENTS RECORDED AS INSTUMENT NO. 85-199288, 85-244473 AND 85-140281, ALL OF OFFICIAL RECORDS OF SAID COUNTY, TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY, HAVING RADIUS OF 20.00 FEET; THENCE SOUTHERLY 8.34 FEET ALONG SAID CURVE AND CONTINUING ALONG THE WESTERLY LINE OF SAID PARCEL CONVEYED TO SAID COUNTY IN A DOCUMENT RECORDED AS INSTRUMENT NO. 85-140281, THROUGH A CENTRAL ANGLE OF 23054'02" TO THE INTERSECTION OF SAID CURVE WITH A LINE THAT IS PARALLEL WITH AND DISTANT NORTHERLY 42.00 FEET, MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF LAURELWOOD DRIVE, 50.00 FEET WIDE, AS SHOWN ON SAID TRACT MAP; THENCE SOUTH 00017'17" WEST 103.89 FEET FROM SAID INTERSECTION TO THE SOUTHERLY TERMINUS OF A CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 20.00 FEET, SAID CURVE BEING TANGENT AT ITS WESTERLY TERMINUS TO A LINE THAT IS pARAlLEL WITH AND DISTANT SOUTHERLY 42.00 FEET, MEASURED AT RIGHT ANGLES FROM SAID CENTERLINE OF SAID LAURELWOOD DRIVE, AND TANGENT AT SAID SOUTHERLY TERMINUS WITH A LINE THAT IS PARALLEL WITH AND DISTANT WESTERLY 52.48 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTERLINE OF TIPPECANOE AVENUE; THENCE SOUTH 00008'00" EAST 288.33 FEET ALONG SAID PARALLEL LINE TO ITS INTERSECTION WITH THE CENTERLINE OF ROSEWOOD DRIVE, 50.00 FEET WIDE, AS SHOWN ON SAID TRACT MAP; THENCE NORTH 89048'23" WEST 7.33 FEET ALONG SAID CENTERLINE; THENCE SOUTH 00004'58" EAST 211.50 FEET TO THE SOUTHERLY TERMINUS OF THE WESTERLY LINE OF THAT CERTAIN PARCEL DESCRIBED IN THAT EASEMENT DEED TO THE CITY OF SAN BERNARDINO, RECORDED AS INSTRUMENT NO. 95-190364 OF OFFICIAL RECORDS OF SAID COUNTY, SAID WESTERLY LINE DESCRIBED IN SAID DEED AS "COURSE A", AND C:IWlNDOWSITetq><lnll')' 1Dtem.. Fil..\OLK5352IDDA.Leg1II~doc SHOWN WITH A BEARING AND DISTANCE OF SOUTH 00036'12" EAST 177.88 FEET IN SAID DEED; THENCE ALONG THE WESTERLY LINE OF SAID EASEMENT SOUTH 32015'15" WEST 49.62 FEET; THENCE ALONG THE SOUTHERLY LINE OF SAID PORTION OF LOT 5 OF BLOCK 72, DESCRIBED AS PARCEL 3 IN THAT CERTAIN DIRECTOR'S DEED RECORDED IN BOOK 6272, PAGE 820 OF OFFICIAL RECORDS OF SAID COUNTY, THE FOLLOWING COURSES; SOUTH 76020'45" WEST 963.86 FEET; THENCE SOUTH 79027'09" WEST 307.03 FEET TO THE SOUTHWEST CORNER OF SAID PARCEL 3, ALSO BEING THE SOUTHEAST CORNER OF LOT 25 OF TRACT NO. 12034, AS SHOWN ON A MAP FILED IN BOOK 168, PAGES 75 THROUGH 87 INCLUSIVE, OF MAPS, RECORDS OF SAID COUNTY; THENCE NORTH 00005'1T' WEST 386.40 FEET ALONG THE EASTERLY LINE OF SAID LOT 25 AND THE WESTERLY LINE OF SAID LOT 5 OF BLOCK 72 TO A POINT ON THE SOUTHERLY LINE OF SAID TRACT NO. 2743, SAID POINT BEING SOUTH 89048'15" EAST 1.00 FOOT FROM THE SOUTHWEST CORNER OF SAID TRACT NO. 2743; THENCE NORTH 89048'15" WEST 1.00 FOOT ALONG SAID SOUTHERLY LINE AND CONTINUING ALONG SAID EASTERLY LINE OF LOT 25 OF TRACT NO. 12034 TO SAID SOUTHWEST CORNER OF TRACT NO. 2743; THENCE NORTH 00007'42" WEST 684.30 FEET ALONG THE WESTERLY LINE OF SAID TRACT NO. 2743, ALSO BEING THE EASTERLY LINE OF SAID TRACT NO. 12034, TO THE POINT OF BEGINNING. C:\WINDOWS\T~omy Intemd FilesIOLK5352IDDA-Leg,lluloc 0, -J z~ " " o ix:I:.;.- O~ boo ON z_ i' .w in '" " j-....'Cn ." v p.. < " E-< < ...l p.. Q Z < 101 E-< .... '" 101 ::c E-< ~ 0 Z 0 .... t: .... II'i ~ Q ...l < C 101 ...l < ~ v ~ ... N d 0 z Z ~ u E-< "' Z ge, 101 '" " w z ::c '" u m8 < ~~ E-< (Lz E-< < r "'- 3' U- o \ \ ~ wJ ~ ~ o r- ~ U'> ~tQ r- ~ ~ " in 00 v. ~g 4: z~_ "-"-~-' ,Ov.98~ -- <( M~L ~SO.OON t; "'-" ',. ',. 0 -- ,O~-V99 M,,6V,LD.DON ~ ;;: ~5 Ow w'" ww <nI .- --,~-""""",," o l o '" z", ,... "' U .... w. ~~~~ 0= j~ .... w", ~;! &~ <~~ts ~ 5 z ~ ~~ o u " z r- :IC " 0'. ~'. fI~; H "' J; otaH ~,' Ia~l . j . , o ~ ATIACHMENT NO. 1B TENTATIVE LEGAL DESCRIPTION OF THE PHASE 1 SITE AND PLAT MAP PHASE 1A THOSE PORTIONS OF LOTS 25, 27 THROUGH 37,46 THROUGH 59, AND 60 THROUGH 79 OF TRACT NO. 2743, IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, TOGETHER WITH THOSE PORTIONS OF ROSEWOOD DRIVE AND ORCHARD DRIVE, AS PER PLAT RECORDED IN BOOK 38 OF MAPS, AT PAGE 47, RECORDS OF SAID COUNTY, TOGETHER WITH THAT PORTION OF LOT 5 OF BLOCK 72, RANCHO SAN BERNARDINO, AS PER PLAT RECORDED IN BOOK 7 OF MAPS, AT PAGE 2, RECORDS OF SAID COUNTY, TOGETHER MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE CENTERLINES OF TIPPECANOE AVENUE, 60.00 FEET WIDE, AND LAURELWooD DRIVE, 50.00 FEET WIDE, AS SAID STREETS ARE SHOWN ON SAID MAP OF TRACT NO. 2743; THENCE NORTH 89048'40" WEST 268.07 FEET ALONG SAID CENTERLINE; THENCE SOUTH 00011'20" WEST 42.00 FEET, PERPENDICULAR TO SAID CENTERLINE, TO A LINE THAT IS PARALLEL WITH AND DISTANT SOUTHERLY 42.00 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTERLINE OF LAUREL WOOD DRIVE, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 00011'31" WEST 132.06 FEET; THENCE SOUTH 42010'55" EAST 153.05 FEET; THENCE EAST 114.07 FEET TO A LINE THAT IS PARALLEL WITH AND DISTANT WESTERLY 52.48 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTERLINE OF TIPPECANOE AVENUE; THENCE SOUTH 00008'00" EAST 63.45 FEET ALONG SAID PARALLEL LINE TO ITS INTERSECTION WITH THE CENTERLINE OF ROSEWOOD DRIVE, 50.00 FEET WIDE, AS SAID STREET IS SHOWN ON SAID TRACT MAP; THENCE NORTH 89048'23" WEST 7.33 FEET ALONG SAID CENTERLINE TO A POINT THAT IS NORTH 89048'23" WEST 59.81 FEET FROM THE INTERSECTION OF SAID CENTERLINES OF ROSEWOOD DRIVE AND TIPPECANOE AVENUE; THENCE SOUTH 00004'58" EAST 211.50 FEET TO THE SOUTHERLY TERMINUS OF THE WESTERLY LINE OF THAT CERTAIN PARCEL DESCRIBED IN THAT EASEMENT DEED TO THE CITY OF SAN BERNARDINO, RECORDED AS INSTRUMENT NO. 95-190364 OF OFFICIAL RECORDS OF SAID COUNTY, SAID WESTERLY LINE DESCRIBED IN SAID DEED AS "COURSE N', AND SHOWN WITH A BEARING AND DISTANCE OF SOUTH 00036'12" EAST 177.88 FEET IN SAID DEED; THENCE ALONG THE WESTERLY LINE OF SAID EASEMENT SOUTH 32015'15" WEST 49.62 FEET; THENCE ALONG THE SOUTHERLY LINE OF SAID PORTION OF LOT 5 OF BLOCK 72, DESCRIBED AS PARCEL 3 IN THAT CERTAIN DIRECTOR'S DEED RECORDED IN BOOK 6272, PAGE 820 OF OFFICIAL RECORDS OF SAID COUNTY, THE FOLLOWING COURSES; SOUTH 76020'45" WEST 963.86 FEET; THENCE SOUTH 79027'09" WEST 307.03 FEET TO THE SOUTHWEST CORNER OF SAID PARCEL 3, ALSO BEING THE SOUTHEAST CORNER OF LOT 25 OF TRACT NO. 12034, AS SHOWN ON A MAP FILED IN BOOK 168, PAGES 75 THROUGH 87 INCLUSIVE, OF MAPS, RECORDS OF SAID COUNTY; THENCE NORTH 00005'17" C:\WJNDOWS\T~ Inland Files\OLK53'2\DDA-~..doc WEST 386.40 FEET ALONG THE EASTERLY LINE OF SAID LOT 25 AND THE WESTERLY LINE OF SAID LOT 5 OF BLOCK 72 TO A POINT ON THE SOUTHERLY LINE OF SAID TRACT NO. 2743, SAID POINT BEING SOUTH 89048'15" EAST 1.00 FOOT FROM THE SOUTHWEST CORNER OF SAID TRACT NO. 2743; THENCE NORTH 89048'15" WEST 1.00 FOOT ALONG SAID SOUTHERLY LINE AND CONTINUING ALONG SAID EASTERLY LINE OF LOT 25 OF TRACT NO. 12034 TO SAID SOUTHWEST CORNER OF TRACT NO. 2743; THENCE NORTH 00007'42" WEST 113.08 FEET ALONG THE WESTERLY LINE OF SAID TRACT NO. 2743, ALSO BEING THE EASTERLY LINE OF SAID TRACT NO. 12034, TO A POINT ON A CURVE THAT IS CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 442.00 FEET, A LINE RADIAL TO SAID POINT BEARS SOUTH 00011'15" EAST; THENCE NORTHEASTERLY 427.41 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 55024' 15" TO A POINT OF REVERSE CURVE, SAID REVERSE CURVE BEING CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 358.00 FEET, A LINE RADIAL TO SAID POINT BEARS NORTH 55035'30" WEST; THENCE NORTHEASTERLY 348.53 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 55046'50" TO A POINT OF TANGENCY WITH SAID LINE THAT IS PARALLEL WITH AND DISTANT SOUTHERLY 42.00 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTERLINE OF LAURELWOOD DRIVE; THENCE SOUTH 89048'40"EAST 397.52 FEET ALONG SAID PARALLEL LINE TO THE TRUE POINT OF BEGINNING. PHASE IB THOSE PORTIONS OF LOTS 1 THROUGH 5 OF TRACT NO. 2743, IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 38 OF MAPS, AT PAGE 47, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE CENTERLINES OF TIPPECANOE AVENUE, 60.00 FEET WIDE, AND LAURELWOOD DRIVE, 50.00 FEET WIDE, AS SAID STREETS ARE SHOWN ON SAID MAP OF TRACT NO. 2743; THENCE NORTH 89048'40" WEST 321.27 FEET ALONG SAID CENTERLINE; THENCE NORTH 00011'20" WEST 42.00 FEET, PERPENDICULAR TO SAID CENTERLINE, TO A LINE THAT IS PARALLEL WITH AND DISTANT NORTHERLY 42.00 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTERLINE OF LAURELWOOD DRIVE, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 89048'40" EAST 269.32 FEET ALONG SAID PARALLEL LINE TO A POINT ON A CURVE CONCAVE NORTHWESTERLY, HAVING RADIUS OF 20.00 FEET, SAID CURVE BEING THE NORTHWESTERLY LINE OF THAT CERTAIN PARCEL CONVEYED TO THE COUNTY OF SAN BERNARDINO IN A DOCUMENT RECORDED AS INSTUMENT NO. 85-140281, OFFICIAL RECORDS OF SAID COUNTY, SAID CURVE BEING TANGENT AT ITS WESTERLY TERMINUS TO A LINE THAT IS PARALLEL WITH AND DISTANT NORTHERLY 30.00 FEET, MEASURED AT RIGHT ANGLES FROM SAID CENTERLINE OF SAID LAURELWOOD DRIVE, AND TANGENT AT NORTHERLY TERMINUS WITH C:IWINDOWSITeaq>omy Inl<rn" Files\OLK53S2\DDA-Lepluloc A LINE THAT IS PARALLEL WITH AND DISTANT WESTERLY 50.00 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTERLINE OF TIPPECANOE AVENUE; THENCE NORTHERLY 8.34 FEET ALONG SAID CURVE AND SAID WESTERLY LINE, THROUGH A CENTRAL ANGLE OF 23054'02" TO SAID LINE PARALLEL WITH THE CENTERLINE OF TIPPECANOE AVENUE; THENCE NORTH 00008'00" WEST 128.94 FEET ALONG SAID PARALLEL LINE, ALSO BEING THE WESTERLY LINE OF SAID DOCUMENT RECORDED AS INSTUMENT NO. 85-140281, AND THE WESTERLY LINES OF THOSE CERTAIN PARCELS CONVEYED TO THE COUNTY OF SAN BERNARDINO IN DOCUMENTS RECORDED AS INSTUMENT NO. 85-199288 AND 85-244473 OF OFFICIAL RECORDS OF SAID COUNTY, TO A POINT ON THE NORTHERLY LINE OF SAID TRACT NO. 2743; THENCE NORTH 89048'29" WEST 271.04 FEET ALONG THE NORTHERLY LINE OF SAID TRACT TO THE NORTHWEST CORNER OF SAID LOT 5; THENCE SOUTH 00007'56" EAST 137.06 FEET ALONG THE WESTERLY LINE OF SAID LOT 5 TO THE TRUE POINT OF BEGINNING. 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A'ITACHMENT NO. IC TENTATIVE LEGAL DESCRIPTION OF THE PHASE 2 SITE AND PLAT MAP THOSE PORTIONS OF LOTS 6 THROUGH 20, AND 37 THROUGH 46 OF TRACT NO. 2743, IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, TOGETHER WITH THOSE PORTIONS OF LAURELWOOD DRIVE AND ORCHARD DRIVE, AS PER PLAT RECORDED IN BOOK 38 OF MAPS, AT PAGE 47, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE CENTERLINES OF TIPPECANOE AVENUE, 60.00 FEET WIDE, AND LAURELWOOD DRIVE, 50.00 FEET WIDE, AS SAID STREETS ARE SHOWN ON SAID MAP OF TRACT NO. 2743; THENCE NORTH 89048'40" WEST 321.27 FEET ALONG SAID CENTERLINE; THENCE NORTH 00011'20" WEST 42.00 FEET, PERPENDICULAR TO SAID CENTERLINE, TO A LINE THAT IS PARALLEL WITH AND DISTANT NORTHERLY 42.00 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTERLINE OF LAUREL WOOD DRIVE, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE NORTH 89048'40" EAST 344.32 FEET ALONG SAID PARALLEL LINE TO A POINT ON A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 442.00 FEET; THENCE SOUTHWESTERLY 430.31 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 55046'50" TO A POINT OF REVERSE CURVE, SAID REVERSE CURVE BEING CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 358.00 FEET, A LINE RADIAL TO SAID POINT BEARS SOUTH 55035'30" EAST; THENCE SOUTHWESTERLY 346.11 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 55023'37" TO A POINT ON THE WESTERLY LINE OF SAID TRACT NO. 2743; THENCE NORTH 00007'33" WEST 487.22 FEET ALONG WESTERLY LINE TO THE NORTHWEST CORNER OF SAID TRACT; THENCE SOUTH 89048'29" EAST 1005.32 FEET ALONG THE NORTHERLY LINE OF SAID TRACT TO THE NORTHEAST CORNER OF SAID LOT 6; THENCE SOUTH 00007'56" EAST 137.06 FEET ALONG THE EASTERLY LINE OF SAID LOT 6 TO THE TRUE POINT OF BEGINNING. C:IWlNDOWSITemporary Into:m<t FilesIOLK.5352IDDA-Leg1lILdoc 0 '- 0 Q ~ 2 ~ ~U -1 Z'f, ... W' IZlSDO - = Z ~ ~CO '-' ~=t:1~ ~JI:lCLZ ci j!i"-'" CL -< j:::~ 3nN3^1f 30NlfJ3ddll -IT-- 8 t52 ll. 2~ """ < ---------1----- -- co u ~ I "1----, ~ 2 f-< lll~ < , ...l N ..., ~ I 0 ;;; ~I ll. N N N N W Q i' , \ .- ~ I . ~ \ r f~ w / m N \ N / on W "- .l!d 10I , 3' f-< 10 ~I~ ... "- ro ..., '" N on W ~; w \ N '2 \ u- ~I~ 0 J 10I ro "- ~ \ ~ N on w \ . ~i: r- ~ := m w on ~ ll. N on om '" \ '" 0 \ C2 10I ~ := 0 on i;jl~ '" \ f-< ..., on Ow '" ~w '" 0 ~ ,~ 0 ;0 ~ 1m "- \ ~ on w ~ \ , \w N ..., I ro 'd:. t ..., on w r- ... ..., N , m ,If\ ~ ..., on I '" \Q \'i 10I ~ , 0 Q ..., ;;i I "- ...l \ < 0 , \ 0 on I c: \ ~ m N ~ , "- 10I I > \ E=: ro ..., \ ~ , "- \ < I f-< ~ Z , "- ~ I on , "- () \1 \ ... w , 6 , "- \ z I f-< ,~I "- "- ~ , \ I \ "....I~ro \ ~ 8ESf' 0 -.J < f-< f-< < ATTACHMENT NO. 1D LEGAL DESCRIPTION OF THE CORNER PARCEL AND PLAT MAP THOSE PORTIONS OF LOTS 21, 22, 26, 27, 58 AND 59 OF TRACT NO. 2743, IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 38 OF MAPS, AT PAGE 47, RECORDS OF SAID COUNTY, MORE P ARTICULARL Y DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE CENTERLINES OF TIPPECANOE AVENUE, 60.00 FEET WIDE, AND LAURELWOOD DRIVE, 50.00 FEET WIDE, AS SAID STREETS ARE SHOWN ON SAID MAP OF TRACT NO. 2743; THENCE NORTH 89048'40" WEST 268.07 FEET ALONG SAID CENTERLINE; THENCE SOUTH 00011 '20" WEST 42.00 FEET, PERPENDICULAR TO SAID CENTERLINE, TO A LINE THAT IS PARALLEL WITH AND DISTANT SOUTHERLY 42.00 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTERLINE OF LAURELWOOD DRIVE, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 00011'31" WEST 132.06 FEET; THENCE SOUTH 42010'55" EAST 116.55 FEET TO A POINT ON THE EASTERLY LINE OF SAID LOT 59; THENCE NORTH 00007'58" WEST 115.10 FEET ALONG SAID EASTERLY LINE OF LOT 59, ALSO BEING THE EASTERLY LINES OF LOTS 24 AND 23 OF SAID TRACT, TO THE NORTHWEST CORNER OF SAID LOT 23, SAID CORNER ALSO BEING THE SOUTHWEST CORNER OF SAID LOT 22; THENCE SOUTH 89048'36" EAST 138.52 FEET ALONG THE SOUTHERLY LINE OF SAID LOT 22 AND THE NORTHELRY LINE OF SAID LOT 23 TO A LINE THAT IS PARALLEL WITH AND DISTANT WESTERLY 52.48 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTERLINE OF TIPPECANOE AVENUE; THENCE NORTH 00008'00" WEST 83.18 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY, HAVING RADIUS OF 20.00 FEET, SAID CURVE BEING TANGENT AT ITS WESTERLY TERMINUS TO SAID LINE THAT IS PARALLEL WITH AND DISTANT SOUTHERLY 42.00 FEET, MEASURED AT RIGHT ANGLES FROM SAID CENTERLINE OF LAUREL WOOD DRIVE; THENCE NORTHWESTERLY 31.30 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 89040'40" TO SAID PARALLEL LINE; THENCE NORTH 89048'40" WEST 195.94 FEET ALONG SAID PARALLEL LINE TO THE TRUE POINT OF BEGINNING. 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J: <.') ~ o \ ,.... \ \ ~ \ '{}. \~ \ \ \ \ \ \ \ \ \ \ A'ITACHMENT NO. IE LEGAL DESCRIPTION OF IN-N-OUT AND PLAT MAP THOSE PORTIONS OF LOTS 21 THROUGH 27, 58 AND 59 OF TRACT NO. 2743, IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 38 OF MAPS, AT PAGE 47, RECORDS OF SAID COUNTY, MORE P ARTICULARL Y DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE CENTERLINES OF TIPPECANOE AVENUE, 60.00 FEET WIDE, AND LAURELWooD DRIVE, 50.00 FEET WIDE, AS SAID STREETS ARE SHOWN ON SAID MAP OF TRACT NO. 2743; THENCE NORTH 89048'40" WEST 268.07 FEET ALONG SAID CENTERLINE; THENCE SOUTH 0001l'20" WEST 42.00 FEET, PERPENDICULAR TO SAID CENTERLINE, TO A LINE THAT IS PARALLEL WITH AND DISTANT SOUTHERLY 42.00 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTERLINE OF LAURELWOOD DRIVE, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 0001l'31" WEST 132.06 FEET; THENCE SOUTH 420}O'55" EAST 153.05 FEET; THENCE EAST 114.07 FEET TO A LINE THAT IS PARALLEL WITH AND DISTANT WESTERLY 52.48 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTERLINE OF TIPPECANOE AVENUE; THENCE NORTH 00008'00" WEST 224.87 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY, HAVING RADIUS OF 20.00 FEET, SAID CURVE BEING TANGENT AT ITS WESTERLY TERMINUS TO SAID LINE THAT IS PARALLEL WITH AND DISTANT SOUTHERLY 42.00 FEET, MEASURED AT RIGHT ANGLES FROM SAID CENTERLINE OF LAURELWOOD DRIVE; THENCE NORTHWESTERLY 31.30 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 89040'40" TO SAID PARALLEL LINE; THENCE NORTH 89048'40" WEST 195.94 FEET ALONG SAID PARALLEL LINE TO THE TRUE POINT OF BEGINNING. 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IF LEGAL DESCRIPTION OF IN-N-OUT BURGER SITE (EXISTING LOCATION) AND PLAT MAP THOSE PORTIONS OF LOTS 23, 24, 25 AND 79 OF TRACT NO. 2743, IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 38 OF MAPS, AT PAGE 47, RECORDS OF SAID COUNTY, MORE P ARTICULARL Y DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID LOT 23; THENCE NORTH 89048'36" WEST 20.00 FEET ALONG THE NORTHERLY LINE OF SAID LOT 23 TO A POINT OF INTERSECTION WITH A LINE THAT IS PARALLEL WITH AND DISTANT WESTERLY 50.00 FEET, MEASURED AT RIGHT ANGLES, FROM THE CENTERLINE OF TIPPECANOE AVENUE, 60.00 FEET WIDE, AS SHOWN ON SAID MAP, SAID POINT OF INTERSECTION BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 00008'00" EAST 155.03 FEET ALONG SAID PARALLEL LINE, ALSO BEING THE WESTERLY LINE OF THOSE PORTIONS OF SAID LOT 23, 24, 25 AND 79, AS CONVEYED TO THE COUNTY OF SAN BERNARDINO IN A GRANT DEED RECORDED IN BOOK 7126, PAGE 422 OF OFFICIAL RECORDS OF SAID COUNTY, TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 20.00 FEET; THENCE SOUTHWESTERLY 31.53 FEET ALONG SAID CURVE AND THE NORTHWESTERLY LINE OF SAID PORTION OF LOTS 25 AND 79 CONVEYED TO THE COUNTY OF SAN BERNARDINO, THROUGH A CENTRAL ANGLE OF 90019'3T' TO A LINE THAT IS PARALLEL WITH AND DISTANT NORTHERLY 30.00 FEET, MEASURED AT RIGHT ANGLES, FROM THE CENTERLINE OF ROSEWOOD DRIVE, 50.00 FEET WIDE, AS SHOWN ON SAID MAP, SAID PARALLEL LINE ALSO BEING THE NORTHERLY LINE OF THAT PORTION OF LOTS 79 AND 25 CONVEYED TO THE COUNTY OF SAN BERNARDINO IN SAID GRANT DEED; THENCE NORTH 89048'23" WEST 120.88 FEET ALONG SAID PARALLEL LINE TO THE WESTERLY LINE OF SAID LOT 25; THENCE NORTH 00007'58" WEST 175.14 FEET ALONG SAID WESTERLY LINE OF LOT 25 AND THE WESTERLY LINES OF LOTS 24 AND 23 TO THE NORTHWEST CORNER OF SAID LOT 23; THENCE SOUTH 89048'36" EAST 141.00 FEET ALONG THE NORTHERLY LINE OF SAID LOT 23 TO THE TRUE POINT OF BEGINNING. 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"0 ~ o \ ,.... \ \ ~ \ '{}. \ uJ ,.... :; \ \ \ \ \ " \ A'ITACHMENTNO.IG LEGAL DESCRIPTION OF WT 25, PORTION OF 24 AND PLAT MAP, REMNANT GOING TO DEVELOPMENT AFTER IN-N-OUT RELOCATION THOSE PORTIONS OF LOTS 24, 25 AND 79 OF TRACT NO. 2743, IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 38 OF MAPS, AT PAGE 47, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE CENTERLINES OF TIPPECANOE AVENUE, 60.00 FEET WIDE, AND LAURELWOOD DRIVE, 50.00 FEET WIDE, AS SAID STREETS ARE SHOWN ON SAID MAP OF TRACT NO. 2743; THENCE NORTH 89048'40" WEST 268.07 FEET ALONG SAID CENTERLINE; THENCE SOUTH 00011'20" WEST 42.00 FEET, PERPENDICULAR TO SAID CENTERLINE; THENCE SOUTH 00011 '31" WEST 132.06 FEET; THENCE SOUTH 42010'55" EAST 116.55 FEET TO A POINT ON THE WESTERLY LINE OF SAID LOT 24, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 42010'55" EAST 36.50 FEET; THENCE EAST 114.07 FEET TO A LINE THAT IS PARALLEL WITH AND DISTANT WESTERLY 52.48 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTERLINE OF TIPPECANOE AVENUE; THENCE SOUTH 00008'00" EAST 23.00 FEET ALONG SAID PARALLEL LINE TO ITS INTERSECTION WITH A NON-TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 20.00 FEET, A LINE RADIAL TO SAID INTERSECTION BEARS SOUTH 61018'13" EAST; THENCE SOUTHWESTERLY 21.47 FEET ALONG SAID NON-TANGENT CURVE, ALSO BEING THE NORTHWESTERLY LINE OF THAT PORTION OF SAID LOT 79 CONVEYED TO THE COUNTY OF SAN BERNARDINO IN A GRANT DEED RECORDED IN BOOK 7126, PAGE 422 OF OFFICIAL RECORDS OF SAID COUNTY, TO A LINE THAT IS PARALLEL WITH AND DISTANT NORTHERLY 30.00 FEET, MEASURED AT RIGHT ANGLES, FROM THE CENTERLINE OF ROSEWOOD DRIVE, 50.00 FEET WIDE, AS SHOWN ON SAID MAP, SAID PARALLEL LINE ALSO BEING THE NORTHERLY LINE OF THAT PORTION OF LOTS 79 AND 25 CONVEYED TO THE COUNTY OF SAN BERNARDINO IN SAID GRANT DEED; THENCE NORTH 89048'23" WEST 120.88 FEET ALONG SAID PARALLEL LINE TO THE WESTERLY LINE OF SAID LOT 25; THENCE NORTH 00007'58" WEST 60.03 FEET ALONG SAID WESTERLY LINE OF LOTS 25 AND 24 TO THE TRUE POINT OF BEGINNING. 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'? '" 3 '? 4' 0 f- "' '0 '0 ~ ~ ~. ~ ~ 0 0 N f- )-.. 90 Ss 'ro. i:o'in <( 0-, oj-.,. 'i::> O~ 00 ~"' 0 f'I~ <t.~ ,,0 'm ,,0 ~o N. g<Oi ~NN~ 00 "<D 0.0 W zw Z~ z;: ZN z" > " " " " 0<< ~~ 0 '" " ro m :; ::> " u ~ ~ ~ ~ U 0 ::;;<t _...J 00 a. cr <t I A'ITACHMENT NO. IH TENTATIVE LEGAL DESCRIPTION OF THE PHASE I SITE AND PLAT MAP PHASE IA THOSE PORTIONS OF LOTS 27 THROUGH 37,46 THROUGH 59, AND 60 THROUGH 78 OF TRACT NO. 2743, IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, TOGETHER WITH THOSE PORTIONS OF ROSEWOOD DRIVE AND ORCHARD DRIVE, AS PER PLAT RECORDED IN BOOK 38 OF MAPS, AT PAGE 47, RECORDS OF SAID COUNTY, TOGETHER WITH THAT PORTION OF LOT 5 OF BLOCK 72, RANCHO SAN BERNARDINO, AS PER PLAT RECORDED IN BOOK 7 OF MAPS, AT PAGE 2, RECORDS OF SAID COUNTY, TOGETHER MORE P ARTICULARL Y DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE CENTERLINES OF TIPPECANOE AVENUE, 60.00 FEET WIDE, AND LAURELWooD DRIVE, 50.00 FEET WIDE, AS SAID STREETS ARE SHOWN ON SAID MAP OF TRACT NO. 2743; THENCE NORTH 89048'40" WEST 268.07 FEET ALONG SAID CENTERLINE; THENCE SOUTH 00011 '20" WEST 42.00 FEET, PERPENDICULAR TO SAID CENTERLINE, TO A LINE THAT IS PARALLEL WITH AND DISTANT SOUTHERLY 42.00 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTERLINE OF LAURELWOOD DRIVE, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 0001l'31" WEST 132.06 FEET; THENCE SOUTH 42010'55" EAST 116.55 FEET TO THE EASTERLY LINE OF SAID LOT 59; THENCE SOUTH 00007'58" EAST 65.03 FEET ALONG SAID EASTERLY LINE, ALSO BEING THE WESTERLY LINE OF LOTS 24 AND 25 OF SAID TRACT NO. 2743, TO THE SOUTHEAST CORNER OF SAID LOT 59; THENCE SOUTH 00011 '37" WEST 25.00 FEET, PERPENDICULAR TO THE CENTERLINE OF ROSEWOOD DRIVE, 50.00 FEET WIDE, AS SAID STREET IS SHOWN ON SAID TRACT MAP, TO SAID CENTERLINE; THENCE SOUTH 89048'23" EAST 131.33 FEET ALONG SAID CENTERLINE TO A POINT THAT IS NORTH 89048'23" WEST 59.81 FEET FROM THE INTERSECTION OF SAID CENTERLINES OF ROSEWOOD DRIVE AND TIPPECANOE AVENUE; THENCE SOUTH 00004'58" EAST 211.50 FEET TO THE SOUTHERLY TERMINUS OF THE WESTERLY LINE OF THAT CERTAIN PARCEL DESCRIBED IN THAT EASEMENT DEED TO THE CITY OF SAN BERNARDINO, RECORDED AS INSTRUMENT NO. 95-190364 OF OFFICIAL RECORDS OF SAID COUNTY, SAID WESTERLY LINE DESCRIBED IN SAID DEED AS "COURSE A", AND SHOWN WITH A BEARING AND DISTANCE OF SOUTH 00036'12" EAST 177.88 FEET IN SAID DEED; THENCE ALONG THE WESTERLY LINE OF SAID EASEMENT SOUTH 32015'15" WEST 49.62 FEET; THENCE ALONG THE SOUTHERLY LINE OF SAID PORTION OF LOT 5 OF BLOCK 72, DESCRIBED AS PARCEL 3 IN THAT CERTAIN DIRECTOR'S DEED RECORDED IN BOOK 6272, PAGE 820 OF OFFICIAL RECORDS OF SAID COUNTY, THE FOLLOWING COURSES; SOUTH 76020'45" WEST 963.86 FEET; THENCE SOUTH 79027'09" WEST 307.03 FEET TO THE SOUTHWEST CORNER OF SAID PARCEL 3, ALSO BEING THE SOUTHEAST CORNER OF LOT 25 OF TRACT NO. 12034, AS SHOWN ON A MAP FILED IN BOOK 168, PAGES 75 THROUGH 87 INCLUSIVE, OF MAPS, RECORDS OF SAID COUNTY; THENCE C:IWINOOWSITemporary Int,n,,' Files\OLI0352\DDA-Lepl..doc NORTH 00005'17" WEST 386.40 FEET ALONG THE EASTERLY LINE OF SAID LOT 25 AND THE WESTERLY LINE OF SAID LOT 5 OF BLOCK 72 TO A POINT ON THE SOUTHERLY LINE OF SAID TRACT NO. 2743, SAID POINT BEING SOUTH 89048'15" EAST 1.00 FOOT FROM THE SOUTHWEST CORNER OF SAID TRACT NO. 2743; THENCE NORTH 89048'15" WEST 1.00 FOOT ALONG SAID SOUTHERLY LINE AND CONTINUING ALONG SAID EASTERLY LINE OF LOT 25 OF TRACT NO. 12034 TO SAID SOUTHWEST CORNER OF TRACT NO. 2743; THENCE NORTH 00007'42" WEST 113.08 FEET ALONG THE WESTERLY LINE OF SAID TRACT NO. 2743, ALSO BEING THE EASTERLY LINE OF SAID TRACT NO. 12034, TO A POINT ON A CURVE THAT IS CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 442.00 FEET, A LINE RADIAL TO SAID POINT BEARS SOUTH 00011'15" EAST; THENCE NORTHEASTERLY 427.41 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 55024'15" TO A POINT OF REVERSE CURVE, SAID REVERSE CURVE BEING CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 358.00 FEET, A LINE RADIAL TO SAID POINT BEARS NORTH 55035'30" WEST; THENCE NORTHEASTERLY 348.53 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 55046'50" TO A POINT OF TANGENCY WITH SAID LINE THAT IS PARALLEL WITH AND DISTANT SOUTHERLY 42.00 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTERLINE OF LAURELWOOD DRIVE; THENCE SOUTH 89048'40"EAST 397.52 FEET ALONG SAID PARALLEL LINE TO THE TRUE POINT OF BEGINNING. PHASE IB THOSE PORTIONS OF LOTS 1 THROUGH 5 OF TRACT NO. 2743, IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 38 OF MAPS, AT PAGE 47, RECORDS OF SAID COUNTY, MORE P ARTICULARL Y DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE CENTERLINES OF TIPPECANOE AVENUE, 60.00 FEET WIDE, AND LAURELWOOD DRIVE, 50.00 FEET WIDE, AS SAID STREETS ARE SHOWN ON SAID MAP OF TRACT NO. 2743; THENCE NORTH 89048'40" WEST 321.27 FEET ALONG SAID CENTERLINE; THENCE NORTH 00011'20" WEST 42.00 FEET, PERPENDICULAR TO SAID CENTERLINE, TO A LINE THAT IS PARALLEL WITH AND DISTANT NORTHERLY 42.00 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTERLINE OF LAUREL WOOD DRIVE, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 89048'40" EAST 269.32 FEET ALONG SAID PARALLEL LINE TO A POINT ON A CURVE CONCAVE NORTHWESTERLY, HAVING RADIUS OF 20.00 FEET, SAID CURVE BEING THE NORTHWESTERLY LINE OF THAT CERTAIN PARCEL CONVEYED TO THE COUNTY OF SAN BERNARDINO IN A DOCUMENT RECORDED AS INSTUMENT NO. 85-140281, OFFICIAL RECORDS OF SAID COUNTY, SAID CURVE BEING TANGENT AT ITS WESTERLY TERMINUS TO A LINE THAT IS PARALLEL WITH AND DISTANT NORTHERLY 30.00 FEET, MEASURED AT RIGHT ANGLES FROM SAID CENTERLINE OF SAID LAURELWooD DRIVE, AND TANGENT AT NORTHERLY TERMINUS WITH C:\WINDOWS\T~orary Intema Files\OLK5352\DDA-Lepls.doc A LINE THAT IS PARALLEL WITH AND DISTANT WESTERLY 50.00 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTERLINE OF TIPPECANOE AVENUE; THENCE NORTHERLY 8.34 FEET ALONG SAID CURVE AND SAID WESTERLY LINE, THROUGH A CENTRAL ANGLE OF 23054'02" TO SAID LINE PARALLEL WITH THE CENTERLINE OF TIPPECANOE AVENUE; THENCE NORTH 00008'00" WEST 128.94 FEET ALONG SAID PARALLEL LINE, ALSO BEING THE WESTERLY LINE OF SAID DOCUMENT RECORDED AS INSTUMENT NO. 85-140281, AND THE WESTERLY LINES OF THOSE CERTAIN PARCELS CONVEYED TO THE COUNTY OF SAN BERNARDINO IN DOCUMENTS RECORDED AS INSTUMENT NO. 85-199288 AND 85-244473 OF OFFICIAL RECORDS OF SAID COUNTY, TO A POINT ON THE NORTHERLY LINE OF SAID TRACT NO. 2743; THENCE NORTH 89048'29" WEST 271.04 FEET ALONG THE NORTHERLY LINE OF SAID TRACT TO THE NORTHWEST CORNER OF SAID LOT 5; THENCE SOUTH 00007'56" EAST 137.06 FEET ALONG THE WESTERLY LINE OF SAID LOT 5 TO THE TRUE POINT OF BEGINNING. C:\WINDOWS\T~orary Intern" FilesIOLK53S2\DDA-Leg,ols.doc '-' o Q. '" ~ oj ~ _~nNW~.---L___ '0 0 Z~ l l' ...j 0 ~ z-< ~ -<u N '" S ~O '" '" ",- ",ro ",. =~~~ rocri _N ><:::CUlY Z~ .~ N. w-< ~'" pol!l! "- Z _~~N\lJ]_ddll _Jr---H "-oc <~F~ 1-M~~<ljlN 8 oc , wZ ,09'Hl z-< oc"' 0 0 3 Z .!IF ~ t f~ 5' ~~ r \ . u- .-, .1 0 ~l' -, \ ~; ,.... I :c <.') ~ ~ llo -< ~ j p., ~ ~ pol !-< liJ ... ~ =: llo pol ~ ~ ~ ~ ;: ~ !:l ..;I -< ~ ..;I pol > 1= -< !-< Z pol !-< =: ... " <D '" 0 ~ N ~ ;': :c' , :e I~ '15 " I~ '" i; ~ 0 .10 '" " rig: 'z ~~ '" I~ z, ; ,"- 0 I~ N ~ N ~ " o ,.... \ ~ uJ ~ ':1: '0 ~tn tz~ ,.... ~ o Z !-< Z pol ~ =: ~ !-< !-< -< }< '" '" b;"o ;<e.... roq . ;i Z~~ ,-,-~'-J ~ .Ov'9S~ -- <C ~ M"L l,90.00N tJ ~ ~',.',. '" --- ,80'n~ M"Zv,LO.OON H :c'1 ,,10 gl~ ""~ 3'" 'Nq ,,~ '";--;:::: o b o Z :<( ~ " ~z ~8 woc ww "'I ;1-. ,"0 <( 'j;g~n nanN w NNro-i > II II II II a:::: 0 et::-..II- => U - o Attachment No. 2 Developer Improvement Plan Concept 5/15/01 ct SB2001:782S.8 II-33 Attachment No. 3 Site Parcel Identification List 5/15/01 ct SB2001:7825.8 II-34 Attachment No. 4 Description of the Phase I Project 5/15/01 ct 882001:7825.8 II-35 Attachment No. 5 [RESERVED - NO TEXT] 5/15/01 ct 882001:7825.8 II-36 Attachment No. 6 Schedule of Performance 5/15/01 ct 882001:7825.8 II-37 Attachment No. 7 Site Parcel Acquisition Agreement (general form) 5/15/01 ct SB2001:7825.B II-38 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO OFFER TO ACQUIRE REAL PROPERTY (HUB PROJECT) [NAME OF SELLER AND ADDRESS OF PROPERTY] 1. THE AGENCY AND ITS OFFER TO ACQUIRE REAL PROPERTY The Redevelopment Agency of the City of San Bernardino (the "Agency") hereby offers to acquire from (herein collectively referred to as "Seller") all of the right, title and interest of the Seller in the real property hereinafter described (the "Property") upon the terms and conditions set forth below (the "Offer"). Upon the execution of this Offer by the Seller by a date no later than as provided in Paragraph 27, this document and the terms and conditions set forth herein shall become a binding and enforceable contract between the Agency and Seller for the acquisition of the Property by the Agency (the "Agreement") . 2. PROPERTY The Property which is the subject of the Offer consists of ( ) separate legal parcels of land including approximately ( ) square feet in area, more or less, together with the structures and improvements located thereon, and all of the Seller's right, title, and interest therein. The Property is located at , San Bernardino, County of San Bernardino, State of California. [EDITOR'S NOTE: ALTERNATIVE TEXT IF PROPERTY OCCUPIED BY TENANTS: The Seller has leased the improvements on the Property (the "Building") pursuant to a written rental agreement (s) (the "Lease (s) ,,) by and between the Seller and (the "Tenant") . The Property is more particularly depicted on Exhibit "A" attached hereto and by this reference made a part thereof. 3. PURCHASE PRICE PAYABLE BY AGENCY The total amount of the consideration and just compensation to be paid to the Seller by the Agency for the transfer of the lien- free, merchantable fee title to the Property (including the Building), together with all of the other right, title and interest of the Seller therein, is the sum of DOLLARS ( ). This sum is referred to in this Agreement as the "Purchase Price". The Purchase Price shall be payable by the Agency in cash to the Seller as provided under Paragraph 8.1. and Paragraph 8.6. SB2001:13627.1 1 [EDITOR'S NOTE: ALTERNATE TEXT FOR INCLUSION OF RELOCATION BENEFIT PAYABLE TO SELLER IN AGENCY OFFER: The Purchase Price includes all amounts of relocation benefits and other compensation which may be payable to the Seller under the provisions of Government Code Section 7260 et. seq., or other applicable law.] The full amount of the Purchase Price is reserved for the Seller, [EDITOR'S NOTE: ALTERNATE TEXT FOR INCLUSION WHERE TENANTS IN POSSESSION OF THE PROPERTY: In addition to and separate from the Purchase Price payable by the Agency to the Seller, the Agency shall be responsible for paying all other amounts of relocation benefits and other compensation (if any) which the Tenant in lawful possession and occupancy of the Building pursuant to the Lease may be entitled under applicable law at such time as the lawful occupancy of the Tenant under the Lease may terminate or be surrendered to the Agency by the Tenant.] 4. NON-REFUNDABLE CASH PAYABLE BY THE AGENCY TO ESCROW HOLDER FOLLOWING SELLER ACCEPTANCE OF OFFER BEFORE THE CLOSE OF ESCROW AND DEPOSIT 4.1 Within three (3) business days following receipt by the Agency of a copy of the Agreement which has been fully executed by the Seller, the Agency shall deliver to the Escrow Holder (as defined in Paragraph 5.1) a check in the sum of DOLLARS ($ ) , which sum shall be collected for the account of the Seller by the Escrow Holder and placed into an escrow account trust fund ( the "Deposit"). The Seller may at its option withdraw funds in the Deposit before the Close of Escrow as provided in Paragraph 4.8. The amount paid by the Agency into the Deposit, together with accrued interest, if any, on the balance of the Deposit held by the Escrow Holder, shall be applied to the Purchase Price, or paid to the Seller as provided in Paragraph 4.6. The Escrow shall be deemed "opened" on the date the sum of DOLLARS ($ ) is collected by the Escrow Holder from the Agency for the account of the Seller and placed in the Deposit. 4.2 Provided that the Agency has first approved the matters referenced in Paragraph 7.1(A) through (E), inclusive, within thirty (30) days after the Escrow is deemed opened, the Agency shall pay a second installment of the Deposit to the Escrow Holder in the amount of DOLLARS ($ ) which shall also be collected for the account of the Seller by the Escrow Holder and placed into the Deposit. 4.3 A third installment of the Deposit shall be paid by the Agency to the Escrow Holder within ( ) days SB2001:13627.1 2 4.4 4.5 4.6 SB2001:13627.1 following the Escrow Holder's receipt of the second installment of the Deposit provided that before the time of such third installment the Agency has not disapproved any of the other matters referenced in Paragraph 7.1(F) and (G). The third installment of the Deposit shall be the sum of DOLLARS ($ ) which shall be collected by the Escrow Holder for the account of the Seller and placed into the Deposit. The amount of the Deposit as paid by the Agency under Paragraph 4.1, 4.2 and 4.3 shall be credited to the Purchase Price. The balance of the Purchase Price payable in cash by the Agency, including the escrow fees and other closing costs payable by the Agency at Close of Escrow, shall be delivered to the Escrow Holder by the Agency in cash or available funds by no later than 12:00 noon on the business day prior to the Closing Date (as defined in Paragraph 8.1). In the event the Agency fails to deliver to the Escrow Holder either of the two (2) installments of the Deposit specified in Paragraph 4.1 and Paragraph 4.2 on or before the applicable date or in the event thereafter the Agency fails to promptly perform any other covenant or obligation contained in this Agreement, subject to the satisfaction or waiver of satisfaction of the conditions set forth in Paragraph 7.1 and Paragraphs 8.1 - 8.7, inclusive, the Seller may elect to give written notice to the Agency of a default and if a breach continues, the Seller may terminate this Agreement in accordance with Paragraph 21 and the Seller shall retain as liquidated damages from the Agency the amount provided in Paragraph 4.6 of this Agreement. IN THE EVENT THE AGENCY FAILS TO ACKNOWLEDGE SATISFACTION OR CONFIRM A WAIVER OF SATISFACTION OF ANY ONE OR MORE OF THE CONDITIONS PRECEDENT FOR FURTHER PERFORMANCE BY THE AGENCY UNDER PARAGRAPH 7.1 (F) AND/OR (G) AND THE SELLER HAS GIVEN NOTICE OF DEFAULT TO THE AGENCY OF ITS INTENTION TO EXERCISE ITS REMEDY TO TERMINATE THIS AGREEMENT AS A RESULT OF SUCH A BREACH BY THE AGENCY AS PROVIDED IN PARAGRAPH 4.5, IT IS EXPRESSLY ACKNOWLEDGED THAT SELLER SHALL INCUR A LOSS AS A RESULT OF SUCH FAILURE OF CONDITIONS, DELINQUENCY, DEFAULT OR BREACH. IT IS FURTHER ACKNOWLEDGED THAT THE AMOUNT OF SUCH A LOSS SHALL BE EXTREMELY DIFFICULT TO CALCULATE AND ASCERTAIN. THEREFORE, IT IS EXPRESSLY AGREED THAT IN SUCH AN EVENT THE AGENCY SHALL PAY TO SELLER LIQUIDATED DAMAGES IN THE SUM OF DOLLARS ($ ) , WHICH THE AGENCY AND THE SELLER AGREE IS REASONABLE IN LIGHT OF ALL THE FACTS KNOWN TO THEM ON THE DATE OF THIS AGREEMENT IN THE EVENT THAT THE SELLER TERMINATES THE AGREEMENT 3 BASED UPON THE GROUNDS REFERENCED IN PARAGRAPH 4.5. IN SUCH AN EVENT, IF THE AGENCY HAS DELIVERED THE DEPOSIT, THE SELLER SHALL BE ENTITLED TO DRAW UPON THE DEPOSIT TO SATISFY THE FOREGOING OBLIGATION OF THE AGENCY. THE RECEIPT BY THE SELLER OF THE LIQUIDATED DAMAGES AMOUNT PAYABLE BY THE AGENCY SHALL NOT, HOWEVER, PRECLUDE SELLER FROM HOLDING THE AGENCY LIABLE FOR PROPERTY DAMAGE SUSTAINED BY SELLER AS A RESULT OF FAULTY WORK OR UNREIMBURSED THIRD PARTY EXPENSES ASSOCIATED WITH ANY INVESTIGATION OF THE PROPERTY CONDUCTED BY THE AGENCY PURSUANT TO PARAGRAPH 19 HEREOF, IF APPLICABLE. INITIAL OF THE AUTHORIZED OFFICER OF THE AGENCY INITIALS OF SELLER 4.7 Provided the conditions precedent of Paragraph 7.1 have first been satisfied (or waived by the Agency), the Agency shall deliver to the Escrow Holder by no later than by 12: 00 noon at least two (2) business days preceding the Closing Date, cash or available funds in an amount sufficient when added to the amount of the Deposit as previously paid, to equal the Purchase Price and to cause the Close of Escrow to occur. In the event that the provisions of Paragraph 8.1(B) may be applicable to the Close of Escrow, the Agency shall deliver the balance of the cash or available funds in an amount sufficient to close the Escrow as of the earliest of the two (2) following dates: (i) two (2) business days preceding the Closing Date under Paragraph 8.I(B) (i); or (ii) on the next business day following the entry of the judgment as provided in Paragraph 8.1(B) (ii). 4.8 The Escrow Holder shall upon receipt of written request from the Seller release a sum of up to and including DOLLARS ($ ) from the Deposit at any time before the Close of Escrow upon confirmation by the Escrow Holder that the Seller has executed in recordable form the Notice of Pending Transaction Relating to Transfer of Real Property to A Public Agency (the "Notice") in the form attached hereto as Exhibit "B" and the Notice has been recorded. In the event that the Seller may elect to terminate this Agreement on the grounds provided in Paragraph 4.5, any amount of the Deposit released to the Seller pursuant to this Paragraph 4.8 shall be credited to the amount which may be payable to the Seller as liquidated damages under Paragraph 4.6 in the event of an occurrence of a default by the Agency. 5. ESCROW SB2001:13627.1 4 The payment by the Agency of the Deposit to the Seller and the payment of the remaining balance of the Purchase Price to the Seller and the transfer of all of the right, title and interest of the Seller in the Property to the Agency (inclusive of all amounts of just compensation, relocation assistance and the like) shall be consummated by means of an escrow ("Escrow") to be opened at ("Escrow Holder") . 6. PRELIMINARY TITLE REPORT AND DOCUMENTS The Agency hereby acknowledges its receipt of the following documents: (i) a preliminary title report (PTR) for the Property issued by , ("Title Company"), under Title Company Order No. , together with copies of all documents referred to in such PTR; and [EDITOR'S NOTE: ALTERNATE TEXT IF PROPERTY OCCUPIED BY TENANTS: (ii) a copy of the Lease which the Seller represents to be true and correct, and all amendments and modifications between the Seller and the Tenant, together with a written accounting of the balance, if any, of prepaid rent, deposits or other amounts payable by the Tenant to the Seller.] 7. CONDITIONS PRECEDENT TO THE PERFORMANCE OF THE OBLIGATIONS OF THE AGENCY TO ACQUIRE THE PROPERTY AND TO CLOSE THE ESCROW 7.1 After the Agency has delivered the sum of Dollars ($ ) as the first installment of the Deposit to the Escrow Holder under Paragraph 4.1, the following are conditions precedent to the payment of the second and third installments of the Deposit and the performance of other obligations of the Agency to acquire the Property from the Seller: A. Approval by the City Engineer of the legal description to be used in the grant deed for the conveyance of the Property to the Agency; B. Approval by the Agency of the PTR and the information described in Paragraph 6(ii), above, by , 2001, which approval shall be given as provided in Paragraph 7.2 below; 882001:13627.1 5 C. Approval by the Agency of the soils condition and environmental condition of the Property and the Building within ( ) days following the opening of Escrow, which approval shall be given as provided in Paragraph 7.2, below. For the purpose of the "approval" by the Agency of the environmental condition of the Building, the environmental condition of the Building shall be deemed to be approved by the Agency provided that the completion of an environmental hazards inspection of the interior of the Building indicates the presence of de minimis amounts of asbestos containing materials and other hazardous materials lawfully incorporated into the structural components of the Building at time of initial installation such that special abatement and demolition costs associated with the lawful disposal of such hazardous materials, if any, are not reasonably estimated as of the date of the Offer to exceed the sum of DOLLARS ($ ) to the cost payable by the Agency for the demolition of the Building following the Close of the Escrow; D. Verification by the Agency that no material breach has occurred under the [HUB DDA] ; E. [EDITOR'S NOTE: ALTERNATE TEXT IF PROPERTY OCCUPIED BY TENANT] Receipt by the Escrow Holder (pending the delivery to the Agency upon the Close of Escrow) of the assignment of the Lease from the Seller to the Agency as fully executed by the Seller, substantially in the form attached hereto as Exhibit "C". 7.2 The Agency shall deliver to the Seller the written approval, disapproval or waiver of satisfaction by the Agency of each of the matters indicated in Paragraph 7.1 (A) - (E), inclusive as of the dates or times provided therein, but in no event by a date later than ,2001. In the event such written approval, disapproval or waiver of satisfaction is not received by Seller within the foregoing applicable time periods, it shall be conclusively presumed that the Agency has unconditionally approved each of said matters. If the Agency may have disapproved (or conditionally approved) any of the matters referred to in Paragraph 7.1(A) - (E) and the Seller elects not to attempt to cure a disapproved or conditionally approved matter, then the Agency shall have the right to either accept the Property and title thereto subject to said matter, thereby waiving 882001:13627.1 6 any and all other objection and/or claim against Seller by reason thereof, or in the alternative the Agency may terminate this Agreement. In the event the Agreement may be terminated by the Agency on such grounds, the second and third installments of the Deposit shall not be paid by the Agency to the Escrow Holder and the Escrow shall be cancelled and the Agency shall pay the customary escrow cancellation fees and expenses of the Escrow Holder. The Agency shall give written notice to the Seller of the election of the Agency to waive an objection or alternatively terminate the Agreement within ten (10) days after the earlier of (i) the receipt by the Agency of notice of the Seller's election not to cure one or more of the matters deemed "disapproved" by the Agency, or (ii) the expiration of the Seller's Response Period. 7.3 The Agency shall deliver the sum of Dollars ($ ) to the Escrow Holder as the second installment of the Deposit promptly following the approval by the Agency of the matters referenced in Paragraph 7.2, which the parties presently believe shall occur within ( ) days following the opening of the Escrow. 7.4 If the Agency fails to give the Seller notice of either the Agency's satisfaction or the Agency's election to waive an objection to any matter described in Paragraph 7.1 (F) within the time specified, it shall be conclusively presumed that the Agency has elected to terminate this Agreement. In the event the Agency may elect to waive satisfaction of the matters identified in Paragraph then the Agency shall be obligated to acquire Property from the Seller pursuant to the terms of Agreement. the 7.1, the this If the Agency elects to terminate (or is presumed to have terminated) this Agreement pursuant to this Paragraph 7.4, neither the Agency nor Seller shall have any further liability hereunder, except that the Agency shall be entitled to the prompt return of all funds delivered by the Agency to the Escrow Holder for the Deposit, less the amount of the Deposit, if any, which the Seller may have withdrawn as authorized under Paragraph 4.8 and the customary escrow cancellation fees and expenses, all of which the Agency hereby agrees to pay. 7.5 In the event disapproved or Paragraph 7.2, Seller elects to attempt to cure any conditionally approved item pursuant to above, but thereafter fails to complete SB2001:13627.1 7 the cure or correction of such an item prior to the Close of Escrow, then the terms and conditions of the second subparagraph of Paragraph 8.2(B) below shall apply. 7.6. A. Upon the approval or waiver of satisfaction of approval by the Agency, all of the conditions precedent in Paragraph 7.1(A) - (E), inclusive, the Escrow shall close in accordance with Paragraph 8. [EDITOR'S NOTE: ALTERNATE TEXT WHERE TENANT OCCUPIES PROPERTY UNDER A LEASE WITH A FIXED TERM: B. In the event that the Tenant and the Agency may not have fully executed a written agreement in a form mutually acceptable to the Tenant and the Agency evidencing the terms and conditions of the surrender of possession and occupancy of the Building and the cancellation and termination of the remaining term of the Lease, (subject only to the Close of Escrow between the Seller and the Agency), then the Seller hereby authorizes the Agency to initiate eminent domain proceedings by the filing of a complaint in eminent domain in Superior Court to acquire all right, title and interest in the Property upon entry of a judgment in condemnation (the "Condemnation Proceedings") at any time on or after , 2001; provided however, that the Agency shall have delivered to either the Escrow Holder or the Clerk of the Superior Court, a sum equal to the Purchase Price (less credits for the installments of the Deposit previously paid by the Agency) for the account of the Seller. If the Agency delivers the balance of the Purchase Price to the Escrow Holder under this Paragraph 7.6(B), the Escrow Holder shall receive the Purchase Price and credit the Deposit for the full amount of the Purchase Price payable to the Seller at least three (3) days preceding the date on which the Agency may file a complaint in the Condemnation Proceedings in Superior Court. If the Agency delivers the balance of the Purchase Price to the Clerk of the Superior Court under this Paragraph 7.6(B), the Clerk of the Superior Court shall receive the balance of the Purchase Price currently upon the filing of the complaint and the issuance of the summons in the Condemnation Proceedings as provided under Code of Civil Procedure Section 1255.010, et. seq. The Seller hereby further consents and agrees to accept service of summons and complaint as a party in the Condemnation Proceedings in the event that the Agency initiates such proceedings to acquire the Property 882001:13627.1 8 [EDITOR'S NOTE: ALTERNATE TEXT WHERE TENANT OCCUPIES PROPERTY UNDER A LEASE WITH A FIXED TERM - CONTINUED] (inclusive of all interests under the Lease) by virtue of the failure of the Tenant and the Agency to mutually approve and accept the terms of the Lease cancellation and termination arrangement referenced in the preceding subparagraph of Paragraph 7.6 (B) . The Seller also consents to the application by the Agency to the Superior Court for an appropriate order of the Court and issuance of one or more orders for prejudgment possession of the Building and the Property by the Agency and the entry of interlocutory orders and/or a final judgment in condemnation affecting the Property in which the Seller is apportioned, awarded and paid the sum of $750,000.00 (less any amount previously released by the Escrow Holder and paid to the Seller from the Deposit and less an amount reserved for the discharge and payment of taxes not properly allocated to the Tenant under the Lease, mortgage liens of the Seller and the amounts otherwise payable from the proceeds of the Purchase Price as referenced Paragraph 8.6 of the Agreement) as the amount of just compensation payable to the Seller for all of its right, title and interest in the Property. Promptly following the initiation of Condemnation Proceedings, the Seller shall execute a written instruction to the Agency confirming whether the Seller: (i) wishes to complete the transfer of the Property to the Agency by way of the Close of Escrow provided in Paragraph 8.1.A; or (ii) whether the Seller wishes to complete the transfer of the Property to the Agency by way of the entry of a judgment in the Condemnation Proceedings as provided in Paragraph 8.1(B). In the event that the Seller may exercise its election under subsentence (ii) in the proceeding sentence, then in such case, the Seller shall also execute a written instruction to the Escrow Holder which authorizes a transfer of the balance of the Deposit from the Escrow Holder to the Clerk of the Superior Court for deposit in the Condemnation Proceeding under Code of Civil Procedure Section 1255.010, et. seq., as the amount of compensation payable by the Agency to the Seller for all of its right, title and interest in the Property. The Agency hereby agrees that it shall not object to any application of the Seller to withdraw the amount transferred by the Escrow Holder and deposited with the Superior Court for the account of the Seller and the close of the Escrow under Paragraph 8.1(B) on the grounds otherwise provided to the Agency in Code of Civil Procedure Section 1255.230(b) (l).J 8. CLOSE OF ESCROW SB2001:13627.1 9 8.1. A. Provided that the conditions of Paragraph 7.1 have either been approved by the Agency or the satisfaction of such condition has been waived in writing by the Agency the Close of Escrow shall occur as of , 2001, (the "Closing Date") except as may be provided in Paragraph 8.1(B). For purposes of this Agreement, the term "Close of Escrow" shall mean the date on which the Deed (as described in Paragraph 8.2(A), below) is recorded in the Official Records of San Bernardino County, State of California. The parties may accelerate the date of the Close of Escrow, if feasible, and the Seller and the Agency acknowledge that each shall cooperate with the other to accomplish the Close of the Escrow as soon as may be practicable after , 2001. [EDITOR'S NOTE: ALTERNATE TEXT WHERE TENANT OCCUPIES PROPERTY UNDER A LEASE WITH A FIXED TERM] B. In the event that the Agency has initiated Condemnation Proceedings, and the Seller has been joined as a party to such proceedings and the Seller has delivered written instructions to the Agency, and if applicable, to the Escrow Holder as provided in Paragraph 7.6 (B) , instructing that the Seller wishes to complete the transfer of the Property by way of the Close of Escrow, then in such event, the Close of Escrow shall occur on the first of the following dates to occur: (i) the date on which the Seller delivers a fully executed disclaimer of title relating to the Property in the Condemnation Proceedings and Deed to the Escrow Holder, and the Escrow Holder has received (or has retained in the Deposit) amounts sufficient to clear all exceptions to title in the Property, except the Lease as assigned to the Agency, all of the other conditions for the Close of Escrow under Paragraph 8.1(A) are satisfied, and the Escrow Holder delivers and records the Deed described below in Paragraph 8.2, together with the policy of title insurance in favor of the Agency; or (ii) the Seller and the Agency have executed a stipulation for the entry of a judgment of condemnation by the Agency in the Condemnation Proceedings of all of the right, title and interest of the Seller in the Property and as arise under this Agreement and such judgment has been entered in the Condemnation Proceedings; or SB2001: 13627.1 10 (iii) in the event that the Close of Escrow has not occurred on or before the initiation of the Condemnation Proceedings, and thereafter the Agency may have joined the Seller as a party in the Condemnation Proceedings as provided in this Agreement, then in such an event, the Agency hereby agrees to reimburse the Seller upon presentation of an invoice therefore, for its reasonable attorneys fees and out-of-pocket expenses, if any, in an amount not to exceed Two Thousand Five Hundred Dollars ($2,500.00), which the parties believe to be a reasonable estimate of the attorneys fees as may be incurred by the Seller, if necessary, in order to confirm that the Close of Escrow under either subparagraph (ii) or (iii), above, of this Paragraph 8.1(B) is consistent with the terms and provisions of this Agreement. The reimbursement by the Agency of attorney fees to the Seller under this Paragraph 8.1(B) (iii) shall not be deducted or offset from the Purchase Price payable by the Agency to the Seller upon the Close of Escrow. No such reimbursement shall be payable by the Agency to the Seller provided that the Close of Escrow has occurred prior to the date of the initiation of the Condemnation Proceedings. 8.2 Prior to the Close of Escrow, Seller shall deliver or cause to be delivered to the Agency through Escrow: A. A grant deed (the "Deed") in the form attached hereto as Exhibit "D" , duly executed and acknowledged by Seller conveying to the Agency fee title to the Property, subject only to the following permitted exceptions ("Permitted Exceptions"): (i) the matters approved (or deemed to have been approved) by the Agency pursuant to Paragraph 7 hereof, (ii) all matters that would be disclosed by a physical inspection of the Property or that are actually known by the Agency, (iii) all matters that would be disclosed pursuant to an accurate survey of the Property to be conducted at the sole cost and election of the Agency, (iv) real property taxes and assessments not yet due, (v) the Lease, and (vi) any additional exceptions or matters created by the Agency, its agents, employees or authorized representatives or the Agency's consultants (as defined in Paragraph 19.3 below. B. At the Close of Escrow standard coverage policy of title insurance showing title owner's to the SB2001:13627.1 11 Property vested in the Agency subject only to the Permitted Exceptions, and naming the Agency as the insured owner in the amount of the Purchase Price shall be delivered to the Agency concurrently upon the recordation of the Deed. The Agency may, at its option, direct the title Company to deliver an ALTA survey extended coverage owner's policy of title insurance (with additional endorsements and binders as appropriate) in favor of the Agency. The Agency shall pay for all costs or premiums charged by the Title Company for any such policy of title insurance. In the event that, upon the Closing Date, the Title Company is unable to issue a title policy as provided in the preceding paragraph by reason of the existence of any exception, other than the Permitted Exceptions, which renders the Property unmarketable, the Closing Date shall be extended for a period of five (5) days and if not cured, the Agency shall have the right to either: (i) to accept the Property and title thereto subject to such exception, thereby waiving any and all objections and/or claims against Seller by reason thereof; or (ii) give its written notice to terminate this Agreement. If the Agency elects to terminate this Agreement pursuant to this Paragraph 8.2(B), such action shall be the sole remedy of the Agency against Seller and neither the Agency nor Seller shall have any further liability hereunder, except that the Agency shall be entitled to the prompt return of all funds delivered by the Agency to the Escrow Holder which may then remain in the Deposit, less only Escrow cancellation fees and costs and Title Company charges, all of which the Agency hereby agrees to pay. 8.3 The Agency shall deliver or cause to be delivered for payment to the Seller at the time provided in Paragraph 4.7, cash or immediately available funds of the Agency for the balance of the Purchase Price payable by the Agency at the time provided in Paragraph 8.1 (e.g., the Close of Escrow), together with cash or immediately available funds in an amount sufficient to cover the other charges and costs assumed by the Agency pursuant to Paragraph 10 below. [EDITOR'S NOTE: ALTERNATE TEXT WHERE OFFER INCLUDES RELOCATION EXPENSES] 8.4 Not later than 12:00 p.m., on the business day prior to the Closing Date, the Seller shall deliver to the Agency SB2001:13627.1 12 through Escrow a written release, in a form approved by the Executive Director, of all claims by the Seller for relocation assistance or other assistance as may be payable by the Agency to the Seller under Government Code Section 7260, et seq., or other applicable law associated with the acquisition of the Property from the Seller by the Agency. 8.5 Prior to the Closing Date, the parties shall execute and deliver through Escrow any other documents or instruments which are reasonably necessary in order to consummate the purchase and sale of the Property pursuant to the terms and conditions of this Agreement. 8.6. Upon the satisfaction of each and every condition hereunder, the Escrow Holder shall close the Escrow, deliver and record the Deed, together with the assignment of the Lease by the Seller to the Agency and the Escrow Holder shall pay the Purchase Price to the Seller as follows: $ in cash, or in immediately available funds by wire fund transfer, (less the amount of the Deposit [EDITOR'S NOTE: ALTERNATE TEXT WHERE PROPERTY UNDER LEASE: and security deposit under the Lease, if any,] applied as a credit to the Purchase Price and the other adjustments applied by the Escrow Holder) payable according to the written instructions and to the order or the account of Seller in the presently estimated amounts as follows: (a) to discharge existing indebtedness of the Seller secured by the Property $ (b) to [others] $ TOTAL $ As of not later than the business day preceding the Closing Date, Seller may provide additional payment instructions to the Escrow Holder, subject to the prior written approval of the Agency shall not be unreasonably withheld. 8.7.A. The term "Environmental Claim" refers to and includes any claim which may be asserted against the Agency, its SB2DO!: 13627.1 13 officers, employees and the successors and assigns of the Agency for liability, damages, costs and expenses, reasonable attorney fees, so-called response costs and the like associated with any remediation and clean-up required under state or federal law as a result of undisclosed or undiscovered toxic, hazardous or contaminating condition of the Property caused by the Seller or resulting from the Seller's use of the Property or where such adverse contaminating condition occurred during the time the Seller owned the Property prior to the Close of Escrow. B. If after the date on which the Agency becomes obligated to acquire the Property pursuant to the terms of this Agreement, but prior to the Closing Date, the Agency discovers the presence on the Property of a matter which constitutes an "Environmental Claim", as defined in Paragraph 8.7 (A), then in such event, the approval by the Agency of the soils and environmental condition of the Property under Paragraph 7.1(C) shall be deemed to be rescinded, and in the event that the Seller does not agree to correct or remedy such adverse environmental condition within ten (10) days following written notice from the Agency, the Agency may at its sole election terminate this Agreement, record a rescission of the Notice and thereupon the Agency may recover the Deposit from the Escrow Holder, less only escrow cancellation fees and costs and title insurance charges, all of which the Agency agrees to pay. 8.8 Concurrently upon the Close of Escrow, the Agency shall deliver an item of correspondence addressed to the Seller and executed by the Executive Director of the Inland Valley Development Agency which confirms the fact that the Property has been acquired by the Agency for community redevelopment purposes under "threat of condemnation" . 9. CONDITION OF PROPERTY AND THE INTENDED USE OF THE AGENCY 9.1 The Agency acknowledges that it has been afforded access to the Property prior to the Closing Date and has been provided access to information relating to the Property. The Seller hereby grants to the Agency, and the agents of the Agency, the right prior to the Closing Date to make on-site inspections (subject to Paragraph 19 hereof) and the right to examine documents relating to the Property to the satisfaction of the Agency. The Agency shall perform and rely upon its own independent investigation of the physical condition of the Property. The Seller acknowledges that the Agency may undertake certain SB2001:13627.1 14 environmental investigations of the Property prior to the Closing Date which require the entry of the Agency upon the Property. 9.2 The Agency acknowledges and agrees that Seller has not and does not hereby make any representation or warranty to the Agency concerning the suitability of the Property for any use intended by the Agency or the physical or environmental condition of the Property. The Agency shall perform and rely solely upon its own independent investigation concerning the Property and the Property's compliance with any applicable law, including without limitation environmental law. The Agency acknowledges that it is acquiring the Property subject to all existing laws, ordinances, rules and regulations, and that neither Seller nor any of Seller's agents or employees have made any warranties, representations or statements regarding any laws, ordinances, rules or regulations of any governmental or quasi-governmental body, entity, district or agency having authority with respect to the use, condition or occupancy of the Property. 10. ESCROW PRORATIONS OF TAXES [AND RENT AND CHARGES PAYABLE TO OR FOR THE ACCOUNT OF THE SELLER UNDER THE LEASE] DURING ESCROW AND ESCROW EXPENSES PAYABLE BY THE AGENCY 10.1 Real property taxes and assessments for the current tax year shall be prorated between the parties as of the Close of Escrow. Real property taxes and assessments for the January 1, 2001, valuation date which may become a lien on the Property at any time following the Close of Escrow, if any, shall be assumed by the Agency. 10.2 All recording fees, documentary transfer taxes, Escrow fees, premiums for the issuance of policies of title insurance, and any other costs connected with the closing of the transaction contemplated by this Agreement shall be charged to the Agency. 10.3 This Agreement constitutes joint escrow instructions of the parties. [EDITOR'S NOTE: POSSESSION] ALTERNATE TEXT WHERE TENANTS IN 10.4 From the date on which the Escrow is deemed to be opened through the Close of Escrow, the Seller shall be responsible for the collection of all rent and other charges payable by the Tenant to the Seller under the Lease. The Seller shall not waive, adjust, credit or otherwise modify any provision of the Lease or any amount 8B2001:13627.1 15 of rent or other charge due and payable by the Tenant to the Seller under the Lease without the prior written approval and authorization of the Agency. In the event that the Tenant may default or breach a term or covenant of the Lease, the Seller shall promptly notify the Agency of the occurrence of such a default or breach. Provided that the Seller has first given appropriate notice to the Tenant of a default or breach under the Lease (and a copy of such notice to the Agency), the Agency agrees to indemnify the Seller for any amount of rent or other charge wrongfully withheld from the Seller by the Tenant between the date of such notice of breach and the Close of Escrow. The Agency also agrees to pay the reasonable attorney's fees incurred by the Seller associated with the initiation of an unlawful detainer proceeding against the Tenant under the Lease. The Agency shall pay the Seller the amount of any deficiency in the rent or other charge under the Lease which arises on or after the date of the notice to the Tenant within ten (10) days following receipt of a written invoice from the Seller which details such amounts. All rent and other amounts payable to the Seller under the Lease and other income, if any, from the Property and all expenses, charges and costs imposed on the Seller under the Lease or upon the Property, if any, shall be prorated between the Agency and Seller as of the Close of Escrow. All security deposits and advance rents received by Seller under the Lease as of the Close of Escrow shall be credited against the Purchase Price and shall be deemed to have been transferred by the Seller to the Agency, as of the Close of Escrow. The Agency agrees to indemnify and hold the Seller harmless from and against any claim made against the Seller by a tenant in lawful possession under the Lease for such securi ty deposi t, or advanced rent or other prepaid charge or expense payable by the tenant to the landlord (or for the account of the landlord) under the Lease. The foregoing obligation of the Agency shall survive the recordation of the Deed. 11. POSSESSION OF THE PROPERTY A. Possession of the Property shall be delivered by the Seller to the Agency upon the Close of Escrow, [EDITOR'S NOTE, ALTERNATE TEXT WHERE TENANT OCCUPIES PROPERTY subject only to the possessory interest of the Tenant under the Lease as assigned by the Seller to the Agency. Thereafter, the rents, issues and profits of the Property, if any, shall accrue to the Agency as of the 8B2001:13627.1 16 Close of Escrow, except for any amounts subject to the provisions of Paragraph 10.4.] [EDITOR'S NOTE: POSSESSION] ALTERNATE TEXT WHERE TENANT IN B. In the event that the provisions of Paragraph 8.1. B. apply to the Close of Escrow of all of the Seller's right, title and interest in the Property shall be delivered to the Agency on the earlier of the dates described in Paragraph 8.1(B) (i) or (ii). 12. INTEGRATION The contract resulting from Seller's acceptance hereof contains the entire agreement of the parties and cannot be amended or modified except by a written agreement signed by both parties. 13. NO BROKERAGE COMMISSION The parties each acknowledge and represent that no real estate broker is entitled to a commission, finder's fee or other like compensation arising in any manner from the transaction contemplated by this Agreement. In any claim for a commission, finder's fee or other compensation may hereafter be asserted in connection with the transaction contemplated by this Agreement, the Agency hereby agrees to indemnify, defend and hold Seller harmless from and against any such claims if such claim is based upon any statement, representation or agreement by the Agency, and Seller hereby agrees to indemnify, defend and hold the Agency harmless from and against any such claim if such claim is based upon any statement, representation or agreement by Seller. The foregoing obligation of the parties shall survive the recordation of the Deed or the termination of this Agreement. 14. INTERPRETATION This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of California. 15. REPRESENTATIONS AND WARRANTIES 15.1 Seller I s Representations and Warranties. Seller represents and warrants to the Agency as follows: A. Seller has taken all action necessary to authorize its execution and delivery of this Agreement and the performance of its obligations hereunder. 582001:13627.1 17 B. This Agreement and all documents contemplated hereby have been or will be duly authorized and executed (and acknowledged where necessary) by the parties named as signatories in those documents, and all other necessary actions have been taken so that this Agreement and all documents contemplated herein are valid and binding upon Seller. C. The execution and performance of this Agreement and the documents contemplated hereby do not violate and are not restricted by any other agreement, contractual obligation, court order or law to which Seller is a party or by which Seller is bound. D. Notwithstanding the limitation of the warranty of the Seller in Paragraph 9.2, the Seller has no reason or information to believe or knowledge that the presence of any materially adverse environmental condition of the Property has been intentionally concealed from the Agency. [EDITOR'S NOTE: ALTERNATE TEXT WHERE TENANT IN POSSESSION] E. The Seller has provided the Agency with a complete copy of the Lease and all amendments thereto. The Seller warrants that there is no oral agreement or arrangement with the Tenant which has not previously been disclosed to the Agency in writing by the Seller. The Seller shall not further amend, modify or waive any provision of the Lease before the Close of Escrow, except upon the prior written consent and approval of the Agency. 15.2 Representations and Warranties of the Agency. The Agency represents and warrants as follows: A. The Agency is a community redevelopment agency, a body corporate and political, organized, validly existing and in good standing under the laws of the State of California, and the Agency has full power and authority to enter into this Agreement and to fulfill its obligations hereunder. B. The Agency has taken all action necessary to authorize the execution and delivery of this Agreement to the Seller. 16. [RESERVED] 17. TIMELY PERFORMANCE 882001:13627.1 18 Time is of the essence of this Agreement. 18. SEVERABILITY In the event that any provision of this Agreement is found to be invalid or unenforceable, such determination shall not affect the validity and enforceability of any other provision of this Agreement. 19. RIGHT-OF-ENTRY 19.1 Seller hereby grants to the Agency and its agents the right to enter into the Property at all reasonable times during the Review Periods to make tests, surveys, studies and inspections in connection with the purchase of the Property by the Agency, provided that prior to any exercise of said right and continuing up to the Close of Escrow, the Agency shall (i) arrange for and keep and maintain in full force and effect a policy of comprehensive general liability insurance, with broad form liability endorsement, having a combined single limit of not less than One Million Dollars ($1,000,000.00) per occurrence, and (ii) furnish to Seller a certificate of such insurance which names Seller as an additional insured and provides that such policy shall not be canceled or amended without thirty (30) days' prior written notice to Seller. Seller or Seller's agents or employees shall be entitled to accompany the Agency and the agents of the Agency during any entry made by the Agency or the agents of the Agency onto the Property pursuant to this Paragraph 19. Any entry by the Agency or the agents of the Agency as may be authorized by Seller pursuant to this Paragraph 19.1 shall be made in a manner which results in the least interference with the use of the Property by Seller or any third party. The Agency shall indemnify and defend Seller against, and hold Seller and the Property harmless from and against, any and all costs, expenses (including, without limitation, attorneys' fees), damages, claims, liabilities, liens, encumbrances and charges arising out of or in any way related to any entry by the Agency or the agents of the Agency upon the Property, unless such matters arise from the sole and active negligence of Seller. The foregoing obligation of the Agency shall survive the Close of Escrow or the termination of this Agreement. The Agency shall repair any damage to the Property as a result of or caused by the entry by the Agency or the agents of the Agency onto the Property and restore the Property to the condition existing on the date immediately prior to the Agency's entry onto the Property. SB2001: 13627.1 19 All costs incurred in connection with tests, surveys, studies, inspections, reviews, approvals, determinations and applications made by the Agency under this Agreement or in connection with the proposed use of the Property by the Agency shall be the sole responsibility of and be paid by the Agency, or its nominee. In the event of the recordation of any claim of lien against the Property for materials supplied or labor or professional services performed by the Agency on the Property as authorized by the Seller, the Agency shall promptly satisfy and discharge such lien at the sole cost and expense of the Agency upon demand therefor by Seller. 19.2 In addition to the obligations of the Agency under Paragraph 19.3 below, the Agency shall provide to Seller a copy of each report, study, regulation or ordinance obtained by the Agency in connection with its investigation of the Property, at no cost to Seller. In addition, if the transaction contemplated by this Agreement is not consummated for any reason, the Agency shall deliver to Seller free of charge, copies of all of the engineering, architectural, financial and other studies, drawings, reports, surveys and similar materials prepared by or on behalf of the Agency with respect to the Property and the proposed project of the Agency to the extent the Agency is not otherwise prohibited by law from doing so. 19.3 In order to determine the existence or presence of any hazardous materials in or about the Property, the Agency shall have the right, during the Review Period and at the sole cost and expense of the Agency, to conduct such studies, evaluations, audits or surveys as the Agency deems appropriate, subject to the limitations of Paragraph 19.1 19.4 Termination of this Agreement by the Agency shall not relieve the Agency from any liability for any damages incurred by Seller by reason of a breach by the Agency of any of the terms of this Paragraph 19. 20. INTERNAL REVENUE CODE SECTION 1445 Seller is not a "foreign person" as that term is used in Internal Revenue Code Section 1445 ("IRC Section 1445") and Seller agrees to furnish the Agency, prior to Close of Escrow, a Non-Foreign Certification or any other documentation required under IRC Section 1445 to evidence that Seller is not a "foreign person". 21. DEFAULT, BREACH AND TERMINATION 882001:13627.1 20 Failure or delay by either party to perform any material term or provision of this Agreement shall constitute a default under this Agreement. The party who claims that a default has occurred shall transmit written notice of default to the party in default, specifying the alleged default, provided however, that if the party who is otherwise claimed to be in default by the other party commences to cure, correct or remedy the alleged default within ten (10) calendar days after the receipt of written notice and thereafter such party diligently completes to cure, correct or remedy the alleged default, then such party shall not be deemed to be in default hereunder. Delay in transmitting or giving such notice shall not constitute a waiver of any default nor shall a delay in the transmittal of notice change the time of default; provided, however, the injured party shall have no right to exercise any remedy for a default hereunder (including the liquidated damages remedy of the Seller under Paragraph 4.6) without first transmitting to the other party the written default notice as specified herein. Any failure to delay by a party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. In the event that a default of either party may remain uncured for more than ten (10) calendar days following the transmittal of written notice, as provided above, a "breach" shall be deemed to have occurred. In the event of a breach, the party who is not in breach shall be entitled to exercise or seek an appropriate remedy. In the event that a breach has occurred, the party who is not then in default may terminate this Agreement by transmitting to the other party a notice of termination and thereafter the Agreement shall terminate ten (10) calendar days following the date of service of the notice of termination. In the event that the Seller has withdrawn any portion of the Deposit as authorized under Paragraph 4.8 and thereafter either party terminates the Agreement, the Agency shall cause to be recorded an appropriate rescission of the Notice as provided in Paragraph 4.8. 22. PRELIMINARY CHANGE OF OWNERSHIP The Agency shall execute and deliver to the Escrow Holder prior to the Close of Escrow an appropriate preliminary change of ownership form for submission by the Escrow Holder to the Los Angeles County Tax Assessor. SB2QOl:13627.1 21 23. SUBDIVISION MAP ACT This Agreement is conditioned upon the Property, and each parcel thereof, being legal parcels under California law. Seller shall provide evidence to the Agency at the Close of Escrow that the Property constitutes a legal parcel, which evidence may be in the form of a subdivision map act endorsement to the Agency's title insurance policy. In the event that Seller is unable to obtain evidence confirming that the Property is a legal parcel(s), then Seller or the Agency may elect to terminate this Agreement by giving the other party and Escrow Holder written notice of such election at two (2) days prior to the Closing Date. 24. [RESERVED] 25. NOTICES Any notice to the other party which may be necessary or convenient under this Agreement shall be transmitted to a party at the applicable addresses indicated in this Paragraph 25. Each notice shall bear a date and shall be in writing; and such a notice shall be deemed to have been received by the other party as of the date on which: (i) the notice is personally served on the other party; or (ii) the date on which the notice is sent by FAX, and confirmed; (iii) by deposit within forty-eight (48) hours thereafter into United States First Class Mail or next day business mail of a hard copy of such notice; or (iv) five (5) calendar days after the notice is deposited into United States Mail as certified mail, return-receipt requested and postage prepaid. For the purpose of the Agreement, the following persons are hereby designated to receive notice on behalf of the party indicated: IF TO THE SELLER: FAX: IF TO THE AGENCY: John Hoeger Redevelopment Project Manager 201 North "En Street Suite 301 San Bernardino, California 92401 (909) 663-1044 FAX: (909) 888-9413 882001:13627.1 22 Any of the foregoing persons and/or addresses to which notice shall be transmitted may be changed by either party upon transmittal of written notice of change (or addition) of address to the other party. 26. THE AGENCY IS THE OFFEROR AND INTEGRATION OF PRIOR CONDITIONAL OFFERS OF THE AGENCY; SELLER'S APPROVAL The Agency and the Seller each acknowledge and confirm that this document constitutes an integration of the Agency Conditional Offer dated ,2001. The Seller further acknowledges receipt of a written appraisal report dated , 2001, which contains an appropriate description of the Property and other information relevant to the preparation of an opinion of value of the Property based upon the highest and best of the Property. 27. EFFECTIVENESS OF AGREEMENT IS SUBJECT TO REVOCATION BY THE AGENCY This offer of the Agency to acquire the Property pursuant to this Agreement is subject to timely acceptance by the Seller. The Seller shall submit a fully executed signature page (e.g.: page ) and a duly endorsed acknowledgment of the liquidated damages remedy of the Seller against the Agency (e.g.: page ) to the Agency within ( ) days following the date of the transmittal of this Offer by the Agency to the Seller. In the event that the Agency may not receive such pages of the Agreement in fully executed form from the Seller, the offer of the Agency to acquire the Property pursuant to the terms and provisions of this Agreement shall be deemed to be revoked by the Agency, without any further liability or obligation on the part of either party. 28. MISCELLANEOUS PROVISIONS 28.2 Exhibits. All exhibits and attachments attached hereto and referred to in this Agreement are hereby incorporated by this reference as though they were fully set forth herein. In the event of any inconsistency between the terms of an exhibit or attachment and the terms of this Agreement, the terms of this Agreement shall prevail. 28.3 Further Acts. Each party agrees to perform such further acts and execute, acknowledge and deliver such documents as may be reasonably necessary to effect the purpose of this Agreement. 28.4 Payment of Purchase Price Is Full Satisfaction of All Claims of Seller Against the Agency. Upon receipt of the Purchase Price for the Property, the Seller expressly acknowledges and agrees that the Purchase Price fully SB2001:13627.1 23 satisfies, discharges, and releases all claims, rights, title and interests of the Seller in any other amount of compensation which may be payable by the Agency or the City of San Bernardino or the Inland Valley Development Agency to the Seller under the provisions of Government Code Section 7260, et seq. (relocation benefits, loss of goodwill and the like). The payment of the Purchase Price by the Agency to the Seller (either upon the Close of Escrow under Paragraph 8.1 (A) or Paragraph 8.1 (B) fully satisfies all claims of the Seller relating to the acquisition of the Property by the Agency. 28.5 Agency May Seek to Acquire the Property By Eminent Domain. The Seller hereby acknowledges and agrees that the Agency has accorded the Seller with a full and complete opportunity to discuss and negotiate the terms of the good faith offer of the Agency for the acquisition of the Property, as that term is described in Government Code Section 7267.2 and in Code of Civil Procedure Section 1245.230. The Seller hereby waives any other requirement that the Agency provide further notice to the Seller under Code of Civil Procedure Section 1245.235 as a condition precedent to the adoption of a Resolution of Necessity to acquire any interest in the Property. Notwithstanding any other provision of this Agreement to the contrary and cumulative with any other remedy which the Agency may have under this Agreement, including without limitation, an equitable remedy of specific performance, the Seller hereby acknowledges that if the transaction contemplated by this Agreement is not accomplished in accordance with this Agreement, the Agency shall have the power in its sole and absolute discretion to concurrently initiate or cause the Inland Valley Development Agency to initiate and pursue to completion, if necessary, the Condemnation Proceedings. In the event that the Escrow fails to close on or before , 2001, or on any authorized extension of time at any time after the Agency has delivered to the Escrow Holder for the account of the Seller the full amount of the Purchase Price, as provided herein, the Seller agrees that no term or provision of this Agreement (in addition to any other remedy as may then be available to the Agency) shall be deemed to prevent or otherwise delay the Agency from proceeding with the initiation and completion of the Condemnation Proceedings, or any other legal proceeding, to complete the acquisition by the Agency of all of the right, title and interest of the Seller in the Property. SB2Q01:13627.1 24 THIS AGREEMENT IS AGENCY AS OF DEVELOPMENT COMMISSION 2001. Dated: APPROVED BY THE GOVERNING BOARD OF THE , 2001, AS AUTHORIZED BY COMMUNITY RESOLUTION NO. DATED AGENCY: Redevelopment Agency of the City of San Bernardino By: Approved As To Form: By: Agency Counsel SELLER: Accepted this Dated: Dated: 882001:13627.1 By: day of SELLER Chairwoman Secretary Executive Director , 2001. By: By: 25 EXHIBIT "Au LEGAL DESCRIPTION OF THE PROPERTY 8B2001:13627.1 26 Attachment No. 8 [RESERVED - NO TEXT] 5/15/01 ct 882001:7825.8 II-39 Attachment No. 9 Form of Agency Grant Deed 5/15/01 ct SB2001:7825.8 II-40 5/15/01 ct 882001:7825.8 Attachment No. 10 List of Background Land Use Planning and Development Documents for the City II-41 Attachment No. 11 [RESERVED -- NO TEXT] 5/15/01 ct 582001:7825.8 II -42 _men! No. 12 OFF-SlTE IMPROVEMENTS SCOPE OF WORK Prelimln.ry htlmllle Band on 1M' Rlght-of-Way Interim ItrMt wfdth to be.... Right-of-Way HARRIMAN PlACE EXTENSION Um Slr8olltlm".'h_.....t. Heavy lliyasphlll, Inckdng blIse (5"/11") CUb""''"'''' -- ....... Landscep8lhT1ga11on Trafllcslpl M_ CUb -- ..... UiJD Slleprep..dNrlng,lJ1.tIbIng,soiIrwJlIMlI """'''' S.F. L.F. S.F. S.F. S.F. EA L.F EA EA ACRES C.Y. CluonI\y (1rdIrim5t'8et) 70.000 1,140 3,'" 5,'" 4,750 2 ... 5 . 3 3,,,," CluonI\y (Ullrn8tesnet) 86,600 ~"'" 5,"", 12,100 9,500 2 ... 10 8 3 ..... ConmucUon Relm.d""" T8l'l1Kr8fYACPaverl'lentIOek r_"",*" S.F. Day 1~950 20 utlliu. ort'-5Ite Sklrm 0ran8ge 18" RCPICPPICMP 42" RCP.cPPA:;MP --- C.lchBaslI15 l.F. L.F. EA EA 1~950 20 "" "'" 1 3 "" "'" 1 . OII-SI18W8lo'_ 12"DJ.PMm S" Are 6eMce LldInlII 6" D.I.P Hylnnt l.atenIIS 'Z'DomestiCservtcela.... 2" Irrigdon Service LdnI ""'- l.F. L.F. L.F. EA EA EA 1."" 190 350 . 2 8 1,"" 190 70 8 . 10 Off-sneSewer~ S"VCPMIin 6"La1er8I&W'/f!wMlg - l.F. L.F EA 1.380 "" 3 1,380 "" 3 Crt"""" Edison ServIc9 & OYertleIa GTEService&OvertleBd EA EA 2 2 2 2 TIPPECANOE AveNUE (II......Wklenlng) Um CluonI\y 8l:......~m. Heavy GAy asphaIl, irtl::kD1g base (6""2"') CUb""''"'''' S..... HandleapR~ ..... u,;a "'- S.F. L.F. S.F. EA EA C.Y. 5,'" 570 3,600 2 2 ',790 5,'" 570 3,600 2 2 '.790 CoMIrucUon ~ IteIM r_"",*" Day 20 utllltl.. CrtUOIIes GTE5ervlce EA Noles: 20 msattachrnlntNo.12tl8SbeenPf8Pl'1ldbued~.preIlftnary.-.lyslsof""."'proposedPhue 1 projedni"~IdIrifledIn..htI'lc~er1IIyIisoft'leaR,by" DeYelDper'sclvllqinBer intcll'lSWtdon..tll..~slIIft'andatysWJ 2 Imerim RlghtafWrly of 62' bepn$:t 280' West of TIppecanoe Ave. Wi1hf1Jll""o....,~,m.onthe SOUItlsldeofH8lTknenPlKeort{. 3 TheOevelOper, tlef9lnc1andl1eCltyshdCOl'lSlJtlir\nglheCOU'Se ofprependlonby1he CIty of the final street~plansforHarrimlnPlllc8~Pro;ect.toasantldsuctlllnalslnMll:lrnpl'Ol....._J. pllnareCOlllilt8nlwlt1tJe~~pI!lnfor"Pha8e1 SItltPfoiecl 4 Thefinlllslre8t~plar-.forI1eH.-rIrnenPlM:e~Proje<:t,asllppl'OY8dbyI1eClty,in COl'lSlJIdon with 'lie Dewloper n.y lncklde edlIIOnIlI Items of work, 1nd"1J*lIlIes 01 such WOJk, pnMd8d. hotMMIr,"''' de\Il!lklpBrshd notberesponsitlletoP<<'ffortJlJlfadlllon!llc:ostnex<;esS 01" HMimatI snet a.rge CITY OF SAN BERNARDINO and REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO HARRIMAN PLACE IMPROVEMENT PROJECT ACQUISITION, CONSTRUCTION AND FINANCING AGREEMENT THIS HARRIMAN PLACE IMPROVEMENT PROJECT ACQUISITION, CONSTRUCTION AND FINANCING AGREEMENT is dated as of May 21, 2001, by and between the City of San Bernardino (the "City") and the Redevelopment Agency of the City of San Bernardino (the "Agency") and is entered into in light of the facts set forth in the following paragraphs of the Recitals: - - RECITALS 1. This Agreement relates to the financial implementation of a public words project (the "Harriman Place Extension") which is within the overall scope of the project considered in a Final Environmental Impact Report (the "FEIR"), certified by the Mayor and Common Council on May 21, 2001, (State Clearinghouse No. 200081074) . 2. The City and the Agency have each found and determined that the financing and improvement arrangements for the Harriman Place Extension as set forth herein are necessary and appropriate and benefit the Tri-City Redevelopment Project and the Inland Valley Redevelopment Project Area. NOW, THEREFORE, THE CITY AGENCY DO HEREBY AGREE AS FOLLOWS: SECTION 1. PURPOSE OF AGREEMENT. (a) This Agreement provides for the acquisition, construction and financing of the project referred to in the FEIR as the "Harriman Place Extension" and referred to in the Disposition and Development Agreement, dated as of May 21, 2001, (the "HUB proj ect DDA") , by and between the Agency and SBT Partners, LLC, as the "Harriman Place Improvement Project", is referred to in this Agreement as the "Project". A vicinity map which depicts the general location of the Project in relation to 5/16/01 jrnm 882001:13815.2 Page 1 of 18 surrounding lands and the intersecting public streets, is attached as Exhibit "A" to this Agreement. A description of the Project is set forth in Exhibit "B" to this Agreement. The construction and completion of the Project implements the circulation element of the City's general plan, benefits the Tri-Cities Redevelopment Project of the City and benefits the redevelopment project area of the Inland Valley Redevelopment Project Area. (b) Subject to the terms and conditions of this Agreement the City is responsible for contributing all funds necessary for the design and construction of the public street work associated with the Project (the "Street Work"), and the City is also responsible for disbursing to the Agency from the proceeds of the "CIEDB Loan" described below a portion of the funds necessary for the Agency to pay all costs and expenses associated with the acquisition of the lands as necessary or appropriate for the Project (the "Street Parcels") . (c) Subject to the terms and conditions of this Agreement, the Agency is responsible for acquiring the Street Parcels and for dedication to the City within each such Street Parcel, all new public street right-of-way areas as may be necessary or appropriate for the Street Work. The Agency shall use the funds contributed by the City to the Agency under the CIEDB Loan for such purposes, together wi th other funds provided by the Agency for such purposes. The responsibilities of the Agency in connection with the acquisition of the Street Parcels shall include: (i) payment for the acquisition of the fee title interest in each of the Street Parcels; (ii) the payment of all relocation expenses associated with the displacement of business and households from the Street Parcels; (iii) the cost of demolition of certain structures within or adjacent to the new public street right-of-way areas of the Project; and (iv) the payment of all third party costs and expenses associated with the acquisition of the new public street right-of- way, including acquisition agent fees and legal expenses. A legal description of the Street Parcels is attached as Exhibit "C" to this Agreement. (d) The City and the Agency contemplate that a substantial portion of the total cost of the Project shall be financed by the City using the proceeds of a not to exceed Two Million Dollars ($2,000,000) loan from the State of California Infrastructure and Economic Development Bank (the "CIEDB Loan"). The proceeds of the CIEDB Loan shall be allocated as follows: (i) $1,100,000 of CIEDB Loan proceeds shall be used and applied by the Cit to pay for the design and construction 5/16/01 jrnrn SB2001:13815.2 Page 2 of 18 of the Street Work and costs associated with the financing of the CIEDB Loan; and (ii) $900,000 of the CIEDB Loan proceeds shall be disbursed by the City to the Agency for use and application by the Agency (together with other Agency funds) to acquire the Street Parcels and pay for all related acquisition costs, including relocation expenses. (e) The parties each acknowledge that if additional funds are necessary to either complete the acquisition of the Street Parcels, in the case of the Agency, or to complete the construction of the Street Work, in case of the City, then in either of such event, the responsible party shall contribute additional funds as necessary to satisfy its obligations under this Agreement, as relates to the completion of the Project. (f) The parties each acknowledge that the acquisition of the Street Parcels by the Agency may require the Agency to obtain the assistance of the IVDA. The Agency may suspend its program for the acquisition of the Street Parcels as provided herein if the Agency does not obtain such assistance of the IVDA for any reason and notifies the City that the Agency shall not acquire the Street Parcels. SECTION 2. CIEDB LOAN (a) The City shall submit a completed application to the State for the CIEDB Loan ,together with any CIEDB Loan application fees then payable, concurrently upon the execution of this Agreement by the parties. The form of the completed application of the City for the CIEDB Loan is attached hereto as Exhibit "D". (b) The City shall diligently pursue the completed loan application for the CIEDB Loan and cause the State to schedule the City's CIEDB Loan application for consideration and approval by the State at the earliest feasible time. The City shall promptly provide the State with additional information relating to the CIEDB Loan application and the Project upon the request of the State. If the State may require a substantial or material change or modification of the completed CIEDB Loan application, the City shall promptly inform the Agency, and the parties shall consider whether an amendment to this Agreement is then required in the mutual discretion of each of them. (c) the CIEDB September In the event that the State may reject or fail to approve Loan Application for any reason by a date not later than 1, 2001, then the parties shall be mutually released from 5/16/01 jmm 5B2001'13815.2 Page 3 of 18 any further obligation under this Agreement and this Agreement shall terminate. Within ten (10) days following the receipt by the City of the written notice of approval of the CIEDB Loan from the State, the City and the Agency shall jointly verify and confirm that the conditions of such State approval of the CIEDB Loan are: (i) consistent with the CIEDB Loan Application and the purposes of this Agreement; (ii) provide a principal loan amount to the City of not less than $1,800,000 for the municipal asset to be subject to the lease/leaseback transaction by and between the City and the State under the terms of the CIEDB Loan; (iii) provide for annual lease payments by the City under (ii) above to be not more than an average of $150,000 per year during the term of the CIEDB Loan; (iv) provide for disbursement of CIEDB Loan proceeds to the City prior to the award of a public works contract by the City for the Street Work which may be used in connection with the acquisition of the Street Parcels, in an amount of not less than $900,000, subject only to the execution by the City of the loan documents related to the CIEDB Loan in favor of the State; and set not (v) forth later provide for an initial disbursement of the funds as in (iv), above, to the City by the State by a date than October 1, 2001. The joint verification and confirmation of the foregoing points shall not be unreasonably withheld or delayed; provided however, that if the City and the Agency, in the sole discretion of each of them, may fail to jointly confirm such points for any reason by a date no later than September 1, 2001, then in such event, the City shall be deemed to have rejected the conditions of the CIEDB Loan, and the City shall have no further obligation to provide any disbursement of CIEDB Loan funds to the Agency for the Street Parcels under Section 4(a). SECTION 3. APPROVAL OF HARRIMAN PLACE ALIGNMENT AND COMMENCEMENT OF PROJECT (a) The City hereby approves the public street right-of-way alignment as generally shown for the Project in Exhibit "B". The Agency is hereby authorized and directed to initiate all proceedings as necessary or appropriate to obtain the public street right-of-way and each of the Street Parcels as necessary or 5/16/01 jmm SB2001,13815.2 Page 4 of 18 appropriate for the installation by the City of the Street Work. The Agency may obtain each such Street Parcel by negotiated purchase from third parties or by the initiation of condemnation proceedings by the Agency, or by the initiation of condemnation proceedings by the IVDA in cooperation with the Agency to obtain one or more such Street Parcels from third parties. The City hereby consents to the exercise by the IVDA of the power of eminent domain at the written request of the Agency to acquire anyone or more of the Street Parcels; provided however, that the Agency shall be solely responsible for providing the moneys to the IVDA to acquire any such Street Parcel by exercise of the power of eminent domain by the IVDA. (b) The City hereby agrees to begin the preparation of final street improvement plans and specifications for the Street Work (the "Final Design Plans") by June 15, 2001. The Final Design Plans shall be prepared in consultation with the Agency and SBT Partners, LLC, the "Developer" for the "Phase I Site Project" as these terms are defined in the HUB Project DDA. The City and the Agency shall jointly establish the final public street right-of-way limits for the Project within each of the Street Parcels as promptly as feasible but in no event by a date later than August 1, 2001; provided however, that such final public street right-of-way limits for the Project shall not be materially different than the public street right-of-way concept drawings included in Exhibit "B". (c) Subject to the cooperation of the Agency under Section 3(b), the City shall cause the Final Design Plans to be completed by no later than October 1, 2001. (d) Except for the payment of the costs associated with the preparation of the Final Design Plans and the advertisement of a public work contract for the Street Work, and the obligation of the City to disburse $900,000 to the Agency for the acquisition of the Street Parcels, the City shall have no obligation to use or apply the remaining balance of the CIEDB Loan for the Project until such time as the Phase I Site Escrow shall have closed, unless this condition is hereafter waived by the City and the Agency in their mutual discretion. SECTION 4. STREET PARCELS CIEDB LOAN DISBURSEMENT TO THE AGENCY FOR (a) Subject to the joint verification and confirmation by the City and the Agency of the matters set forth in Section 2(c), the City shall disburse to the Agency within thirty (30) days of its request, the sum of $900,000 in CIEDB Loan proceeds for use and 5116/01 jmm SB200U3815.2 Page 5 of 18 application by the Agency for the acquisition of the Street Parcels. The Agency may request that such sum be disbursed by the City in one or more draws. (b) By not later than the close of the Phase I Site Escrow or March 1, 2002, whichever date may first occur, unless such date is extended by mutual agreement of the City and the Agency, the Agency shall cause the public street right-of-way area as necessary or appropriate for the Project and the Street Work to be offered for dedication or delivered for possession pending final dedication, to the City for the Project. The interest of the City in the public street right-of-way portions of each Street Parcel shall be a public street easement, or offer of public street dedication, or judicial order for possession for the new public street right-of- way. The Agency may dispose of each portion of a Street Parcel which is not subject to the new street right-of-way for the Project, to a third-party, including the Developer for community redevelopment purposes. (c) In the event that the cost payable by the Agency to acquire the Street Parcels, including relocation expenses and all related expenses including attorney fees, may exceed the sum of $900,000, then in such event, the Agency shall be responsible for paying for such additional costs in excess of $900,000. (d) In the event that the Agency has received any disbursement of funds from the City under the CIEDB Loan, and thereafter, the HUB Project DDA may be terminated by either the Developer or the Agency prior to the close of the Phase I Site Escrow, then in such event the City may at its sole option: (i) direct the Agency to repay the City all sums as previously disbursed to the Agency by the City from the CIEDB Loan as promptly as feasible following such notice to the Agency, from such funds as may then be available to the Agency; or (ii) direct the Agency to assign to the City the interests of the Agency in one or more of Street Parcel as a credit against the repayment obligation of the Agency in an amount equal to the CIEDB Loan proceeds disbursed by the City to the Agency and such credit shall be adjusted by the amount of the other Agency funds, if any, as paid by the Agency for such Street Parcel; or (iii) direct the Agency to complete the acquisition of one or more Street Parcels and cause the public street right-of- way portions thereof to be dedicated to the City; or 5/16/01 jrnm 882001:13815.2 Page 6 of 18 (iv) give direction to the Agency under (i) and (ii), above; provided however, that the total amount then repayable by or credited by the Agency to the City shall not exceed $900,000 or such lesser amount of CIEDB Loan proceeds as disbursed by the City to the Agency prior to such termination of the HUB Project DDA. SECTION 5. RESERVED - NO TEXT SECTION 6. CITY SHALL PROVIDE PUBLIC WORKS CONSTRUCTION PROJECT MANAGEMENT SERVICES FOR THE STREET WORK (a) Subject to its receipt of the proceeds of the CIEDB Loan from the State and the approval of the Final Design Plans, and thereafter the delivery of the Agency of the dedication or delivery of possession of the new public street right-of-way for the Street Work, as necessary, the City hereby agrees to provide for the construction and related public works project management services to prepare all public works project plans and specifications based on the Final Design Plans, as necessary, to conduct public works bidding for the solicitation and award of one or more public works construction contracts for the Street Work. The City hereby agrees to cause the Street Work to be constructed and installed in accordance with the Final Design Plans and the City hereby accepts such engagement from the Agency and the City agrees to provide, or cause to be provided, all necessary public works construction project management supervision and services for the Street Work, including, without limitation, the following services: 1. The City agrees to cause to be completed by consulting engineers all plans and specifications necessary to undertake the Street Work, and during the public works project bidding phase for such Street Work, to review and amend the bidding documents, to review the bid proposals of qualified public works contractors and to award one or more construction contracts to the lowest responsible bidder(s) for the Street Work within thirty (30) days following the close of the Phase I Escrow; and 2. During the construction phase of the Street Work, to provide for public works construction contract compliance, administration, enforcement and inspection of the work and financial accounting as follows: (i) Designate and appoint a qualified individual to act as the construction project manager or the City for the Street Work and select and retain all other personnel or services qualified as necessary for 5/16/01 jrnm SB200UJ815.2 Page 7 of 18 the construction management services provided for herein; (ii) Oversee and review the public works contractor's construction schedules and management plans for the Street Work and recommend any corrections needed; (iii) Provide staff at the job site of the Street Work and to furnish construction project management services to assure compliance with the Final Design Plans, proj ect budget and construction schedule, and all applicable laws, ordinances and regulations for the Street Work. This provision shall not in any manner defeat or minimize the sole responsibilities assumed by each of each public works proj ect contractors to the Ci ty for compliance by such contractors with the Final Design Plans and other contract requirements as may be applicable to the respective contractors; (iv) Maintain appropriate documentation concerning the progress, supervision and administration and management of the work including without limitation, audits of payroll records as required by Labor Code Section 1776, et seq., and maintain logs of change orders, accounting records of payments and payment requests, photographs or video records of the work in progress, minutes and notes of all inspections, meetings with contractors or other parties, logs of shop drawings, or other matters affecting the scope, progress and integrity of the work in progress; and (v) Enforce all public works contract provisions relating to the Street Work, including prosecution of claims arising out of the breach of contract or negligence of the public works contractors engaged in the Street Work. (b) The selection and award of all contracts, and other matters related to administration of the contracts for the construction of the Street Work shall be administered by the City in accordance with applicable laws, ordinances and regulations. All construction, consults or other contracts related to the construction of the Street Work shall be executed by the City. (c) The City shall submit for the Agency's approval and authorization all matters of a material nature that alter the 5/16/01 jrnm 582001013815.2 Page 8 of 18 scope, quality or quantity of the Final Design Plans. The Agency shall respond to the City with approval or disapproval of such a change to the Final Design Plans within five (5) days after receipt of any request by the City for such approval by the Agency, except if the determined time for the return of the response by the Agency is not on a business day, then the Agency shall have until the next following business day for submitting such approval or disapproval. Such approval by the Agency shall not be unreasonably withheld, conditioned or denied. Failure by the Agency to so approve or disapprove any such request within the required period of time, taking into account permitted extensions of time, shall be deemed to be a waiver of such requested approval, but shall not be a waiver of any other right or obligation of the Agency to grant subsequent approvals to any further change to the Final Design Plans as may be requested by the City. The City is hereby authorized to approve, without consultation with the Agency, all routine change orders, payment requests and contract or plan changes, which do not materially impact or alter the scope, quality or quantity of the Final Design Plans. (d) The City shall act as an independent contractor for purposes of this Agreement and the Agency shall have no control over the selection of personnel or contracts for the carrying out of the services contemplated for by this Agreement. SECTION 7. PERIODIC REVIEW. This Agreement shall be jointly reviewed by the Agency and the City from time-to-time. From and after the time of the initial Street Parcel Disbursement to the Agency, the City and the Agency shall conduct proj ect management and status of completion reviews of the Project each twenty (20) business days during the course of design and construction. After due consideration of the operating experiences or events subsequent to the execution of this Agreement, or subsequent to the last review, the parties may each consider amendments to this Agreement in accordance with the provisions of Section 15. SECTION 8. DEFAULTS. REMEDIES AND FORCE MAJEURE. (a) Except as otherwise provided herein, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. The non-defaulting party (the "Non-Defaulting Party") shall give notice of default to the party in default (the "Defaulting Party"), specifying the default complained of by the Non-Defaulting Party. Failure or delay in giving such notice shall not constitute a waiver of any default. Except as otherwise expressly provided in this Agreement, any failures or delays by either party in asserting any of its 5116/01 jrnm SB200L13815.2 Page 9 of 18 rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by either party in asserting any of its rights and remedies shall not deprive either party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. If the default is not cured within ten (10) days after receipt of a notice of default to pay money, or if the default, other than the payment of money, is not commenced to be cured within 30 days after the notice of default and is not cured promptly in a continuous and diligent manner within a reasonable period of time, the Non-Defaulting Party may thereafter commence any proceeding to seek any legal or equitable remedy; provided, however, the Non-Defaulting may seek injunctive relief prior to the above stated cure period having expired if the Non-Defaulting Party deems such action appropriate. (b) In addition to specific provisions of this Agreement, performance by either party hereunder for any obligation other than for the payment of money shall not be deemed to be in default where delays or defaults are due to war, insurrection, strikes, lock- outs, riots, sabotage, floods, droughts, earthquakes, storms, fires, lightening, casualties, Acts of God, acts of the public enemy, epidemics, quarantine restrictions, the existence of hazardous waste freight embargoes, lack of transportation, governmental restrictions of priority, governmental delays (to the extent not resulting from submittals by the City or the Agency, as applicable, that are not substantially complete), litigation, including right-of-way acquisition condemnation proceedings undertaken by the IVDA, unforeseen subsurface conditions, unusually severe weather, inability to secure necessary labor, materials or tools, delays of any contractor, subcontractor or supplies, acts of the other party, the absence, termination, interruption, denial or failure of renewal of any entitlements, validly adopted citizens' initiative or referendum, administrative court orders (including pendency thereof), changes in law or acts or failure to act (to the extent not resulting from submittals from the City that are not substantially complete) or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within 30 days of knowledge of the commencement of the cause. Times of performance under this Agreement may also be extended by written agreement of the City and the Agency. SECTION 9. LAW GOVERNING. This Agreement shall be governed by the laws of the State of California. 5/16/01 jmm 582001:13815.2 Page 10 of 18 SECTION 10. SUCCESSOR AND ASSIGNS. This Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of the successors and assigns of the Agency and the City, and all references in this Agreement to "Agency" or "City" shall be deemed to refer to and include al permitted successors and assigns of such party. SECTION 11. NOTICES. All notices shall be in writing and presented in person or by certified or registered United States mail, return receipt requested, postage prepaid, or by personal delivery, fax transmission that is telephonically verified or by overnight or special courier delivery made by a nationally recognized delivery service to the addresses set forth below. Notice presented by United States mail shall be deemed effective the second (2nd) business day after deposit with the United States Postal Service. This Section shall not in any manner prevent giving notice by personal service or telephonically verified fax transmission both forms of notice of which shall be deemed effective upon actual receipt of such personal service or telephonic verification. Each party may change or modify their address for receipt of written notice by so notifying the other party in accordance with the notice provisions and in the manner provided by this Section. TO CITY: Fred Wilson City Administrator 300 North "D" Street 6th Floor San Bernardino, California 92418 TO AGENCY: Gary Van Osdel Executive Director Economic Development Agency 201 North "E" Street, Suite 301 San Bernardino, California 92401 (909) 663-1044 SECTION 12. WAIVER. Waiver by any party hereto of any breach by any other party of any agreement, covenant or condition hereof shall not operate as a waiver of any subsequent breach of the same or any other agreement, covenant or condition hereof. Failure of any party hereto to enforce a provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the remaining provisions of this Agreement. SECTION 13. SECTION HEADINGS. All section headings contained herein are for convenience of reference only and are not 5/16/01 jrnm SB200U3815.2 Page 11 of 18 intended to define or limit the scope of any provision of this Agreement. SECTION 14. ASSIGNMENT. This Agreement may not be assigned in whole or in part by either party without the prior written consent of the other party hereto in their sole and absolute discretion. SECTION 15. AMENDMENT. This Agreement may only be amended by a written instrument duly authorized and executed by the Agency and the City. No amendment to this Agreement shall be binding upon the Agency or the City unless such amendment shall have been presented to and approved by the governing body of the Agency and the City Council of the City as applicable. SECTION 16. NONDISCRIMINATION. The Agency and the City agree that there shall be no discrimination against any person or group of persons based on race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in the performance of this Agreement. SECTION 17. SEVERABILITY. In the event that anyone or more of the sentences, clauses, paragraphs or sections contained herein is declared invalid, or unenforceable, such a provision shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate any of the remaining phrases, sentences, clauses, paragraphs or sections contained herein. SECTION 18. ENTIRE AGREEMENT. This Agreement contains the entire understanding and agreement of the parties and cannot be amended without the written consent of all parties hereto in the manner as provided in Section 15 hereof. SECTION 19. TIME. Time is of the essence in the performance of the obligations which arise under this Agreement. Subject to the force majeure events or delays set forth in Section 8(b), the City shall award one or more public works contracts to construct the Street Work within thirty (30) days following the close of the Phase I Escrow and the City shall cause the work of improvement of the Street Work to be completed within two hundred and seventy (270) days following its commencement. SECTION 20. LIST OF EXHIBITS. The following is a list of the exhibits attached to this Agreement and incorporated herein by this reference: Exhibit "AU - Vicinity Map of Project 5/16/01 jmm SB2001:13815.2 Page 12 of 18 Exhibit "B" - Project Description Exhibit "C" - Legal Description of Street Parcels Exhibit "D" - CIEDB Loan Application SECTION 21. in any number of an original, but Agreement. EXECUTION. This Agreement may be executed counterparts, each of which shall be deemed to be all together shall constitute but one and the same 5/16/01 jmm SB2001,13815.2 Page 13 of 18 THIS HARRIMAN PLACE IMPROVEMENT PROJECT ACQUISITION, CONSTRUCTION AND FINANCING AGREEMENT is executed by the City and the Agency as of the date indicated next to the signatures of the authorized officers of each of them as appear below. CITY City of San Bernardino Dated: Judith Valles, Mayor City Clerk APPROVED AS TO FORM: rt.- ?Ie-.. y Attorney AGENCY Redevelopment Agency of the City of San Bernardino Dated: Judith Valles, Chairperson of the Community Development Commission of the City of San Bernardino, its governing board Agency Secretary APPROVED AS TO FORM: Agency Special Counsel Exhibit "AU 5/16/01 jmm SB200Ll3815.2 Page 14 of 18 Vicinity Map of Project 5/16/01 jmm SB2001:13815.2 Page 15 of 18 , b ---J Z ; o l o Z~ -<0 '-' o cL ___~___.lI:1~Wt _~~_..lQNVJ3ddll _+ ~o Z" -<0 O~ w~ Q.z Q.~ ccw m ~ wZ z-< ~~ o ,- -- -~ -- -- ~'l'; i-T_-, 0 I (I \ 3 , J Z -', , ~ N ~'i N N ~ " ~q 0 ;0 ll' , , . N N N <D ~l I I :' I , \ ii I II I \ ~ ~j w m N \ p ~ N "- <D , , , . , '" I '.'-- 10 .-, .l ro ~ \ ~l~ ~ ~ w \ , ,w u- ~l I 1 Z \ 0 , ro " wig ~ \ <D N '" > Z <D \ , I ",-< , O,m ,.... , I I ~ <D 01: ~ J: I " , N ~ gm <D \ <.') , \ ~ , 3 I I , T \ 0 '" <D ro I gr I cO '" o~ <D , ~w w i I 'i'" 0 , 0' ;;; " I~ " \ ~ m ~ <D 1::51 \ I ~I~ ' , \ u.l S N ~ I ro ,.... ~ '" <D <{ , -<'" -"0 ,.... I T , , <fJ ~ N m or:: ~ ~ '" I <D \ u.l \ ,.... I , , ~ " " ~~\: :n 0 , I " \ 0 , \ ::' \I'i~' '" I " \ I m N , ;': " , " , IJ\.'~,> I \ ro '" \ :c' ...... " , " \ , I~ ~~ ""~ I " , :e 1;5 r-) , " , I~ , I \ ~ m "... "'\ ~ i~ '" , " 'J \ , '" 0 ''f <D 1 , " 1\ " \ 'z '" I~ " -;:\ " ~ , " 'Q. , , \ , 0 I~ N ~ \ I \ ro \ I N ~ ~ , .\ " \ ; , I I ~tt31 ;,' 3 ~ .w 3 3 r- in "' " " io "'- " <t ~ ~ 0 0 N r- oo. a ;... So St 'ro. loCo <( o-.Oi--o O~ 00 "ro a ~~::~ w 00: N'0 '0 ~o o. O. lONN~ (11 00 ~<D m" o~ w '" Z<D Z~ z;: ZN zS" > " " II II oCt:-,l- ::J 0 '" ':; ro m ::; ::J " ~ ~ ~ u 0 ::;:<( - .J era. cr <t I Exhibit "B" Project Description 5/16/01 jrnm 5B200U3815.2 Page 16 of 18 Exhlblt"r DESCRIPTION OF THE PRWECT - S11'lEET WORK Pntllmln.ry e.um.t. Bned on 14' R1ght~-Way Interim atrMt width to be 64' Rlght..of-WlI}' HARRIMAN PLACE EXTEHIION Um ~..,..,............h. Heavy CUy asph8It, Indudng ba$e (5"/11") CUt>...._ -- - L8l'ldscapeIln1gat1on Tdcslgnal _CUt> -- ..... UlID Slleprep., cIellring,lJ1,tIbIng. soli removal ..... S.F. LF. S.F. S.F. S.F. EA LF EA EA ACRES C.Y. """"" (1nIerfm steel) 70,000 1,1.40 3,690 5,860 4,760 2 690 5 . 3 3,520 """"" ClJIIrnDsnet) ''''00 2,400 5,540 12,100 9,500 2 690 I. . 3 '.690 Con.truetIonReSateclttem. T~ACPIMll'nenIIDeIo r""",,,,,,,,,, S.F. Doy 12,950 20 Utllitift Off-5ttestDrmOnJirw,ge 18" RCP,cppCMP 42" RCP.a>PCMP MI., I 'VlcIIonShlcUes CatchBaslns LF. L.F. EA EA 12,950 20 450 400 1 3 450 400 1 . orr..stewater~ 12"D.l.PMIlin S"FireServlceUd8nlls 6" D.I.PI-tylhntL.aterals 2" Domedc Sarv\Ce lat8raI 'Z' tmgdon SeMce LaterIl FlreHyltants L.F. l.F. L.F. EA EA EA 1,450 190 350 . 2 5 1,450 190 70 . . I. Off-stte5ewer~ S"VCPMlIin 6" LatenII&WyewIPkJg ....... L.F. L.F. EA 1,380 430 3 1,380 430 3 ""ut.... Edson SeNlce & 0v8rhelld GTEservtoe&OoIerhead EA EA 2 2 2 2 npPECAHOE AVENUE (IbMtWfdenlng) Um """"'" stJMt ~""V"--I_'h. H8ltII)'CUyasptllllt, inctdngbllse(8"f12") CUt>...._ - _R_ -""" "'- S.F. L.F. S.F. EA EA C.Y. 5,"" 57. 3.500 2 2 4,790 5,"" 57. 3.500 2 2 '.790 eonatructlon Rel-.cl ..... r_CooOroi Doy 20 Utllltl.. ""UtiI1leo GTeBer.;ce EA -, 20 ThisIltbK:tmertNo.12h11sbHn~bUed~8pre11MlBrylWllllysisafthesitll,"proposedPhue 1 jlf'qecter1d..reqLiremenlsidenltledln1hehftlclrJ1lllCl....ryslsofIleElR, b"{IleDweleper'scMIengineer inCOf'lllUtdonwlt\ll8AQ<<'CfsWfandatyst.rr 2 lnterim~ofWrtiof82'~:l:28O'WestofTlppecanoeAve.WIt1fu11~on1h8 Swlh side of Han1mIn PIltal crit. 3 The Developer, 1he fJ{lettc:y and Ile aty shI!II consut<U1ng1he cotne of preperdon by hi atyof1h8fin1l1 streetlr'rp'oVementpllwlsforHarrWnulPllceJmprovemenlProject,to.....W&uCh12nalsteel:~ planB:lll'econslslentwltltJeOeveloper'a~.......,_.pIlInforl1e Phue 1 SIte Pro;Bcl 4 T11efinllsnel:ln'fJrOWm8nl:pllnskrbHII1'ImIn Place rn,.o.<el.I8l,(Project, asllppltMldb"fl'lectty, In COI'lNtalIonwlt1,. DweIopermaylncklde adlIIoneIlWnsofWOl1l, andl'le qlMlIIIeI of suc:tl'WOf1(, pnMded, howYer, hlthdlMlloper ...notbe I'8SpOnlIibIab plIyfor fI'f IldlIIon8I costin excess of" Harr\mlInstreetChqa. Exhibit "C" Legal Description of Street Parcels 5116/01 jmm SB2001:13815.2 Page 17 of 18 Exhibit "D" CIEDB Loan Application 5/16/01 jmm SB200Ll3815.2 Page 18 of 18 ECONOMIC DEVELOPMENT AGENCY TO: RACHEL CLARK, CITY CLERK FROM: JOHN HOEGER, PROJECf MANAGER ~ SUBJECf: TIPP DDA - WET-SIGNATURE COPY DATE: 9/13/01 CC: BARBARA UNDSE1H, FILE Rachel-here for your ftIes, is a fully executed, wet-signature copy of the HUB Disposition and Development Agreement with SBT Partners for the Tippecanoe Retail Project. It is an exhibit to Resolution 2001-125 and CDC 2001-20. Execution of the Agreement was delayed to allow completion of its exhibits. This execution will require ratification at a future Council/Commission meeting because the signatures were delayed beyond the time allowed under its terms. ** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT ** RESOLUTION AGENDA ITEM TRACKING FORM Meeting Date (Date Adopted): 5-2.(~\ Item # Vote: Ayes 1-, Nays-0 Change to motion to amend original documents: - e 31 A Resolution # eeL-I? co \ - 2 0 f Abstain ..e-- Absent --e- Sa; 2<:x:.1 -1'25 '2.(j)\ '12.'- '2<<l1-l2-, Ctx'.-IzcrJ.! VI '200,": 12.& NullNoid After: - Reso. # On Attachments: ~ Contract tenn: - Note on Resolution of Attachment stored separately:-==- Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY By: Date Sent to Mayor: S -'22> --(:)\ Date of Mayor's Signature: -5 -;;;S" (.)1 Date ofClerklCDC Signature: ~ Reso. Log Updated: Seal Impressed: ./" v" Date Memo/Letter Sent for Signature: El)A Cilml.nu1b ~k:.\ 60 Day Reminder Letter Sent on 30th day: 90 Day Reminder Letter Sent on 45th day: See Attached: -!! Date Returned: q-<~-o I See Attached: See Attached: Request for Council Action & Staff Report Attached: Yes ./' Updated Prior Resolutions (Other Than Below): Yes Updated CITY Personnel Folders (6413, 6429, 6433,10584,10585,12634): Yes Updated CDC Personnel Folders (5557): Yes Updated Traffic Folders (3985,8234,655,92-389): Yes No By No'/ By No / By No ~/ By No By Copies Distributed to: City Attorney Parks & Rec. Code Compliance Dev. Services EDA ,/ Finance MIS Police Public Services Water Others: Notes: BEFORE FILING. REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term. etc.) Ready to File: ..ffrL... Date: ~ Revised 01/12/01 ** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT ** RESOLUTION AGENDA ITEM TRACKING FORM Meeting Date (Date Adopted): 5-'21-01 Vote: Ayes' -'I Nays Change to motion to amend original documents: 12.31 ~ Item # .& S:l:: Reso. # On Attachments: / Contract tenn: Note on Resolution of Attachment stored separately: ...=-. Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY By: Date Sent to Mayor: 5 - Z. 3. - D \ Date of Mayor's Signature: 5-,;;s -()\ Date ofClerklCDC Signature: 5- ':>S-() I Resolution # '2 OG \ -l '2.S Abstain -E8- Absent eJ "2.tcl-l2.C., 2<::OHZ, z.,ool-I'2..~ C'CC~I- ~ CCt:lzool-Z \ ' Null/Void After: - Reso. Log Updated: Seal Impressed: / V Date Memo/Letter Sent for Signature: I~ p; 60 Day Reminder Letter Sent on 30th day: 90 Day Reminder Letter Sent on 45th day: See Attached: _~te Returned: See Attached: See Attached: Request for Council Action & Staff Report Attached: Updated Prior Resolutions (Other Than Below): Updated CITY Personnel Folders (6413, 6429, 6433,10584,10585,12634): Updated CDC Personnel Folders (5557): Updated Traffic Folders (3985, 8234, 655, 92-389): Copies Distributed to: City Attorney / Parks & Rec. Code Compliance Dev. Services Police Public Services Water Notes: q-.;lCc--o\ Yes~ No By Yes No ,/ By Yes No~ By Yes No /" By Yes No By EDA .,/ Finance MIS Others: BEFORE FILING, REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term. etc.) Ready to File: mr Date: q ~fo J 01 I I Revised 01/12/01 ** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT ** RESOLUTION AGENDA ITEM TRACKING FORM Meeting Date (Date Adopted): 5. 21'C\ Vote: Ayes 1-, Nays Change to motion to amend original documents: Item # e3\ c..- -G- Reso. # On Attachments: ../' Contract term: Note on Resolution of Attachment stored separately: ~ Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY Date Sent to Mayor: 6 - '2"3-':::' I Date of Mayor's Signature: 5 -;;J S -OJ Date ofClerk/CDC Signature: 5 -';;;.5'-(;:, \ Date Memo/Letter Sent for Signature: 60 Day Reminder Letter Sent on 30th day: 90 Day Reminder Letter Sent on 45th day: See Attached: See Attac e : See Attached: Request for Council Action & Staff Report Attached: Updated Prior Resolutions (Other Than Below): Updated CITY Personnel Folders (6413, 6429, 6433,10584,10585,12634): Updated CDC Personnel Folders (5557): Updated Traffic Folders (3985, 8234, 655, 92-389): Copies Distributed to: City Attorney /' Parks & Rec. Code Compliance Dev. Services Police Public Services Water Notes: Resolution # 2001-12.(., Abstain ~ Absent-8 ~ '2.<J:::>\-IZS '2.~\-\Z.1 '2WI- 122, C (tj-zo:>l-'2.~' CO:::-/-ZCOI--t.. \ NullNoid After: By: - Reso. Log Updated: Seal Impressed: ./ ../ Date Returned: Yes .L No By Yes No ..L By Yes No /' By Yes No ~ By Yes No_ By_ EDA ./ MIS Finance Others: BEFORE FILING. REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term. etc.) Ready to File:.....f':():L Date: ~, Revised 01/12/0 I ** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT ** RESOLUTION AGENDA ITEM TRACKING FORM Abstain .e Absent-B S1:'L 'Zoo1-t?S ZCOt-IZ"- ZC()I-IU (,fX.Jzml- 20) Q.o::fz cq- d-S Null/Void After: Meeting Date (Date Adopted): 5-"2\-0 I Vote: Ayes I-I Nays Change to motion to amend original documents: \2..3\D Item # kf Reso. # On Attachments: ~ Contract term: Note on Resolution of Attachment stored separately:::=--.- Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY By: Date Sent to Mayor: 5 . 2 3-0 I Date of Mayor's Signature: 6'-.;15-6j Date of Clerk/CDC Signature: :5 - 0>5 -0\ Date Memo/Letter Sent for Signature: , 60 Day Reminder Letter Sent on 30th day: 90 Day Reminder Letter Sent ou 45th day: See Attached: eettace. See Attached: Request for Council Action & Staff Report Attached: Updated Prior Resolutions (Other Than Below): Updated CITY Personnel Folders (6413, 6429, 6433,10584,10585,12634): Updated CDC Personnel Folders (5557): Updated Traffic Folders (3985, 8234, 655, 92-389): Copies Distributed to: / City Attorney Parks & Rec. Code Compliance Dev. Services Police Public Services Water Notes: Resolution # '2(:() \ -I Cl Reso. Log Updated: Seal Impressed: / V Date Returned: - Yes ./ No By Yes No /' By Yes No ,./ By Yes No ,/ By Yes NoL By EDA /' MIS Finance Others: BEFORE FILING. REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term. etc.) Ready to File:..11l'l.... Date: W' Revised 01112/01 . . ** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT ** RESOLUTION AGENDA ITEM TRACKING FORM Meeting Date (Date Adopted): 5~'2\-o\ Vote: Ayes 1-, Nays Item # B- ~31E: Resolution # C. De /2CDI'Z.1 , ~ Absent -e1 Abstain Change to motion to amend original documents: ~ 2c.n1-17S ZCD\-\Z6 LeX)!' 1'2r 2(01-12-)>: C.ct!7.a::l\-20 ' Reso. # On Attachments: ~ Contract tenn~ Note on Resolution of Attachment stored separately: -==--- Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY By: NulVVoid After: - Date Sent to Mayor: 5 ,. 2 3 -0 , Date of Mayor's Signature: 5-.;:lS -0\ Date ofClerk/CDC Signature: -5 -as -(; I Reso. Log Updated: Seal Impressed: ,/" V' Date MemolLetter Sent for Signature: i--1) Ik ~n' '2:l 60 Day Reminder Letter Sent on 30th day: 90 Day Reminder Letter Sent on 45th day: See Attached: See Attached: See Attached: Date Returned: I ;l'.:L1 -(") \ Request for Council Action & Staff Report Attached: Yes /' Updated Prior Resolutions (Other Than Below): Yes Updated CITY Personnel Folders (6413, 6429, 6433,10584,10585, (2634): Yes Updated CDC Personnel Folders (5557): Yes Updated Traffic Folders (3985, 8234, 655, 92-389): Yes No By No J By No ~ By NO~BY No _ By Copies Distributed to: City Attorney Parks & Rec. Code Compliance Dev. Services EDA ./ Finance MIS Police Public Services Water Others: Notes: BEFORE FILING. REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term. etc,) Ready to File: t'Y1'1' Date: \J.'.:>\--tl \ Revised 01112/01 ** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT ** RESOLUTION AGENDA ITEM TRACKING FORM Meeting Date (Date Adopted): 6-'21-0 \ Item # _\2.31 f Resolution # 2c:JJ I - I '2.. ~ Vote: Ayes \-, Nays B Abstain -e- Absent-E::J Change to motion to amend original documents: SEE '2.m (-I ~ zeo 1-\ ~ 2ml -/2.1 C C:C/2f::DI-2.b, crx..jz ~ \ ) Reso. # On Attachments: -= Contract term: Note on Resolution of Attachment stored separately: ~ Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY By: Null/Void After: Date Sent to Mayor: t'5 - 'Z 3 -c::, \ Date of Mayor's Signature: oS a~-.;:.) Date ofClerk/CDC Signature: 5 -.;26;-0\ Reso. Log Updated: Seal Impressed: ../ / Date MemolLetter Sent for Signature: {'fJA 6f.n:\.,n,nj 60 Day Reminder Letter Sent on 30th day: 90 Day Reminder Letter Sent on 45th day: See Attached: See Attached: See Attached: Date Returned: 1:)-.)..\-0' Request for Council Action & Staff Report Attached: Updated Prior Resolutions (Other Than Below): Updated CITY Personnel Folders (6413, 6429, 6433,10584,10585,12634): Updated CDC Personnel Folders (5557): Updated Traffic Folders (3985, 8234, 655, 92-389): Yes /' No By Yes NoL By Yes No / By Yes N07~y Yes No_ B Copies Distributed to: City Attorney V' Parks & Rec. Code Compliance Dev. Services EDA ./ Finance MIS Police Public Services Water Others: Notes: BEFORE FILING, REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term, etc.) Ready to File: In:L... Date: \yJI-() , Revised 0 ill 2/0 I