HomeMy WebLinkAbout1985-064
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RESOLUTION NO. 85-64
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RESOLUTION OF THE CITY OF SAN BERNARDINO APPROVING THE SALE
OF CERTAIN REAL ESTATE IN THE SOUTHEAST INDUSTRIAL PARK PROJECT
AREA BY THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO TO
ITHE MILES & HALL PARTNERSHIP (HEALTH & SAFETY CODE SECTION 33433).
I BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF
ISAN BERNARDINO AS FOLLOWS:
SECTION 1. Recitals.
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(a) The Redevelopment Agency of the City of San Bernardino
("Agency") proposes to sell to the Miles & Hall Partnership,
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("Developer"), certain real estate within the Southeast Industrial
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Park Project Area, the legal description of which is set forth in
[IEXhibit "A" attached hereto and incorporated herein by reference
as though set forth in full, for the sum of $537,000, which will
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be paid by the Developer in cash.
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(b) Notice of the time and place of hearing has been given
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(c) Agency has made available for public inspection and
17 copying a summary of financial aspects of the proposed sale.
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(d) The summary of financial aspects represents that the
19 fair market value of the interest to be conveyed by Agency,
20 determined at the highest use permitted under the plan, is
21 $537,000.
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(e) All hearings have been held as required by Health and
23 Safety Code Section 33433.
SECTION 2. Determination. Based upon the representations of
25 Agency, it is found and declared that the consideration for the
26 real property described in Exhibit "A", in accordance with
27 covenants and conditions governing the sale, is not less than the
28 fair market value of the property determined at the highest use
1 permitted under the plan for the Southeast Industrial Park Project
2 Area.
SECTION 3. Approval. The Mayor and Common Council of the
4 City of San Bernardino hereby approve the sale of said property
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5 upon the terms and conditions set forth in this resolution and the
6 summary of financial aspects.
7 I HEREBY CERTIFY that the foregoing resolution was duly
8 adopted by the Mayor and Common Council of the City of San
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Bernardino at a
meeting thereof, held on
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the
4th day of F'phrllF>ry
, 1985, by the following vote,
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AYES:
Council Members Castaneda. Reilly. Hernandez.
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Marks. Ouiel. Strickler
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NAYS:
None
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ABSENT:
Council Member Frazier
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~/;;?d/~~/
./ City Clerk
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The foregoing resolution is hereby
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J"C/f./ day
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of
, 1985.
February
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Approved as to form:
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"City ttorney
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EXInBIT A - LEGAL DESCRIPl'ICN
The property oovered by this Agreement is property located in the
City of San Bernardino, County of San Bernardino, and State of
California, described as follows:
Parcels One through Six, inclusive, Parcel Map No. 5480, according
to the map thereof recorded in Book 61 of Parcel Maps, pages 94-95,
official records of San Bernardino County, California.
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EXHIBJT A
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Recording Requested by:
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REDEVELOPMENT AGENCY
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When Recorded, Mail to:
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REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO, CA
300 North "D" Street, Room 320
San Bernardino, CA 92418
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DISPOSITION AND JOINT DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO, CALIFORNIA
AND
MILES & HALL PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP
SOUTHEAST INDUSTRIAL PARK PROJECT AREA
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REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
DISPOSITION AND JOINT DEVELOPMENT AGREEMENT
SOUTHEAST INDUSTRIAL PARK PROJECT AREA
THIS AGREEMENT is made and entered into this day of
, 1985, by and between the REDEVELOPMENT
AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA, a public body,
corporate and politic, hereinafter called the "Agency" and MILES
& HALL PARTNERSHIP, a California Limited Partnership, hereinafter
individually and collectively called the -Redeveloper".
RECITALS
This agreement is made with reference to the following
facts:
(a) In furtherance of the objectives of the Community
Redevelopment Law of the State of California (Health & Safety
Code of the State of California, Sections 33000 et seq.), the
Agency has undertaken a program for redevelopment of blighted
areas in the City of San Bernardino, California, and, in this
connection, pursuant to Ordinance No. 3583 of the City of San
Bernardino, California, effective July 23, 1976, the City and the
Agency have approved and adopted the "Redevelopment Plan".
Pursuant to the provisions of the Redevelopment Plan, the Agency
and the City have undertaken and are now carrying out the
responsibility for a redevelopment project, designated as the
Southeast Industrial Park Project (hereinafter called the
"Project" and the area within the Project being hereinafter
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called the "Project Area"). The boundaries of the Project Area
are described in the Redevelopment Plan which, by this reference,
is incorporated herein and made a part hereof.
(b) That certain parcel of real property more particularly
described in Exhibit "A", attached hereto and by this reference
made a part hereof (hereinafter called the "Property.), is
located within the boundaries of said Redevelopment Project, and
under said Redevelopment Plan may be developed for private use.
(c) The Redeveloper had made an Offer to Purchase and to
redevelop such property in accordance with the uses specified in
the Redevelopment Plan. It is recognized that it may be
necessary to modify the actual improvements, and such
modifications will be subject to the approval of the Agency.
(d) The Agency has considered all pertinent data and
analysis, including the reports of its consultants and the
reports and recommendations of its staff, and the Agency believes
that the redevelopment of the Property pursuant to the provisions
of this Agreement is in the best interests of the City and
employment growth, and is in accord with the public purposes ana
provisions of applicable laws and regulations under which the
Project is governed.
(e) Pursuant to the provisions of California Health and
Safety Code 3343, the Agency gave notice and held a public
hearing on February 4, 1985, at which time the form of this
Agreement was available for public examination. By Resolution
No. , adopted on February 4, 1985, the Agency approved the
execution of this Agreement, and determined that the method of
disposition provided for in this Agreement is the most effective
method for accomplishing the objectives of the Agency.
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(f) On the basis of the foregoing, and the undertakings of
the Agency and the Redeveloper under this Agreement, the Agency
desires to sell and the Redeveloper desires to purchase said
Property in accordance with the provisions of the Redevelopment
Plan and this Agreement.
NOW, THEREFORE, IT IS AGREED between the parties hereto as
follows:
I. Sale of Property. Conveyance Terms.
(a) Subject to all terms, covenants, and conditions of this
Agreement, the Agency agrees to convey the Property to the
Redeveloper at a total acquisition price of Five Hundred Thirty
Seven Thousand ($537,000) Dollars. Said acquisition price(s)
shall be paid as specified in Exhibit "D".
(b) The Redeveloper will immediately upon the execution of
this Agreement, in addition to a $16,000.00 good faith deposit
satisfactory to the Agency, complete the improvements of the area
known as Cooley Court, at a cost to Redeveloper of approximately
$50,000. This work shall be commenced forthwith, and be
completed by Redeveloper prior to delivery of title to Phase I.
The improvements shall be forfeited to Agency if Redeveloper
fails to close escrow on Phase I. For the purpose of making such
improvements, Redeveloper is authorized to enter upon the subject
property upon execution hereof as soon as Redeveloper has
obtained the requisite grading and other permits for Cooley Drive
improvements from the City of San Bernardino. Such authority to
enter upon the property shall be only for making the Cooley Drive
improvements and as specified in Section 3{f). Escrow may close
in two or more Phases, as set forth in Exhibit C, with
Redeveloper to take title by Phases as set forth therein.
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(c) Upon the close of escrow, as to any particular phase,
title to the Property shall be conveyed to the Redeveloper, and
all sums due the Agency from the escrow shall be paid to the
Agency. Title shall be conveyed by grant deed(s) substantially
in the form attached hereto as Exhibit "B", and by this reference
made a part hereof. The Agency shall prepare such deed(s). The
usual seller's share of charges of said escrow holder shall be
paid by the Agency, and the usual buyer's share of charges of
said escrow holder for handling said escrow and the cost of
recording said deed(s) shall be paid by the Redeveloper.
(d) The Redeveloper shall have the right to enter into
possession of the Property at the close of escrow as to each
phase to accomplish the purposes of this Agreement.
(e) The title to the Property conveyed by the Agency to the
Redeveloper shall be a marketable title free and clear of all
encumbrances and exceptions, except as follows:
(i) The title shall be subject to the
conditions and restrictions set forth in the
Declaration of Restrictions, recorded October
15, 1976, in Book 9033 at Page 813, of the
official records in the County of San
Bernardiino, California, the terms of which
are incorporated herein by reference.
(ii) Subject to the provisions of all of the
agreements, covenants and conditions
undertaken by the Redeveloper under this
Agreement.
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2. Obligations of Agency. The Agency shall be
responsible for and complete the actions set forth on
Exhibit "CO and agrees to use its best efforts to complete
them in accordance with the schedules established in Exhibit
"CO and "D", coincident with the completion of the required
actions to be taken by the Redeveloper.
3. Obligations of Redeveloper.
(a) The Redeveloper agrees to be responsible for and
complete the actions set forth on Exhibit "D" within the
time schedule set forth therein.
(b) Prior to the commencement of the above
improvements as to each Phase, the Redeveloper agrees to
submit to the Agency elevations and schematics therefor. If
said elevations and schematics conform to said Redevelopment
Plan, to Exhibit "E", "General Data Design", attached hereto
and made a part hereof, and to the provisions of this
Agreement, the Agency shall promptly approve them in
writing.
(c) All improvements shall be constructed in
accordance with all applicable state and local laws and
regulations and shall conform to the provisions of this
Agreement.
(d) Prior to the close of escrow as to each Phase, and
as a condition precedent to the obligation of the Agency to
convey the Property to the Redeveloper, the Redeveloper
shall submit to the Agency satisfactory evidence that the
Redeveloper has the capital and financing commitments
necessary for the construction of the improvements and
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evidence that Redeveloper has properly filed for a building
permit with appropriate working drawings. Such evidence
shall include an unconditional and irrevocable commitment by
a qualified lending entity to provide the funding needed for
that Phase of the Project.
(e) Agency shall have the right at all times to enter
upon the property for inspection and progress evaluation.
(f) Prior to delivery of the Property to the
Redeveloper, the Agency shall permit the Redeveloper access
thereto, whenever and to the extent necessary to carry out
the provisions of this Agreement; and subsequent to such
delivery, the Redeveloper shall permit access to the
Property to the Agency and the City whenever and to the
extent necessary to carry out the provisions of this
Agreement. In no case shall there be any compensation
payable or charge made in any form by or to either party for
any such access.
4. Certificate of Completion.
(a) Promptly after completion of the improvements as
to any individual Phase, in accordance with the provisions
of this Agreement, the Agency will furnish the Redeveloper
with an appropriate Certificate of Completion. Such
certificate by the Agency shall be a conclusive
determination of satisfactory termination of the agreements
and covenants of this Agreement and the Grant Deed as to
such Phase, with respect to the obligation of the
Redeveloper, and its successors and assigns, provided that
such certification and such determination shall not
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constitute evidence of compliance with, or satisfaction of,
any obligation of the Redeveloper to any holder of any trust
deed or mortgage, or any insurer of any trust deed or
mortgage, securing money loaned to finance the improvement,
or any part thereof.
Cb) The certification provided for in this Section
shall be in such form as will enable it to be recorded with
the County Recorder of San Bernardino County. If the Agency
shall refuse or fail to provide the certification in
accordance with the provisions of this Section, the Agency
shall, within ninety (90) days after written request by the
Redeveloper, provide the Redeveloper with a written
statement indicating in detail in what respects the
Redeveloper has failed to complete the improvements in
accordance with the provisions of this Agreement or is other
wise in default and what measures or acts will be necessary
in the opinion of the Agency, for the Redeveloper to take or
perform in order to obtain such certification.
5. Maintenance.
Ca) The Redeveloper agrees for itself, its successors
and assigns, and every successor in interest to the
Property, or any part thereof, that the Redeveloper and such
successors and assigns shall to the Agency's satisfaction
properly maintain the parking areas and landscaped areas and
parkways on the Property as shown on the plans and
specifications for the Property approved by the Agency, and
required by the conditions and restrictions referred to in
paragraph leCil.
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(b) In the event Redeveloper, its successors or
assigns fails to perform the maintenance as provided herein,
the City and/or Agency shall have the right to enter the
Property and undertake or cause to be undertaken, such
maintenance activities. In such event, Redeveloper shall
reimburse the City and/or the Agency for all reasonable sums
incurred by it for such maintenance activities.
6. Restrictions on Use. The Redeveloper agrees for
itself, and its successors and assigns, and every successor
in interest to the Property, or any part thereof, that the
Redeveloper and such successors and assigns shall:
(a) Devote the Property to, and only to and in
accordance, with the uses specified in the Redevelopment
Plan.
(b) Not discriminate upon the basis of race, sex,
marital status, color, creed, religion, physical handicap,
national origin or ancestry in the sale, lease, sublease,
rental or transfer or in the use, occupancy, tenure, or
enjoyment of the Property or any improvements erected or to
be erected thereon, or any part thereof, nor shall the
Redeveloper itself or any person claiming under or through
it, establish or permit any such practice or practices of
discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees, or vendees of the Property,
or any part thereof.
(c) All advertisements, including signs, for sale
and/or rental of the whole or any part of the Property shall
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include the legend, "An Open Occupancy Building" in type or
lettering of easily legible size and design. The words
"Project" or "Development" may be substituted for the word
"Building" where circumstances require such substitution.
7. Covenants Bindinq Upon Successors in Interest:
Period of Duration. It is intended and agreed, and the
Deed, the form of which is attached hereto as Exhibit "B",
shall expressly so provide, that the arrangements and
covenants provided in Section 5 and 6 hereof shall be
covenants running with the land. Except as otherwise
specifically provided in this Agreement, such covenants and
agreements shall be binding to the fullest extent permitted
by law and equity, for the benefit and in favor of, and
shall be enforceable by, the Agency, its successors and
assigns, the City and any successor in interest to the
Property, or any part thereof, and the owner of any other
land (or of an interest in such land) in the Project Area
which is subject to the land use requirements and
restrictions of the Redevelopment Plan, against the
Redeveloper, its successors and assigns and every successor
in interest to the Property, or any part thereof or any
interest therein, and any party in possession or occupancy
of the Property or any part thereof. It is further intended
and agreed that the agreement and covenant provided in
subdivision (a) of Section 6 hereof limiting the property to
uses consistent with the Redevelopment Plan shall remain in
effect for a period of forty-five (45) years from the date
upon which said Ordinance became effective. However, the
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agreements of Paragraph 5 relating to maintenance and the
covenants provided in subdivision (b) of Section 6 hereof
relating to non-discrimination shall remain in effect
without limitations as to time. Such agreements and
covenants, including those specified in subdivision (a) and
(b) of Section 6 hereof, shall be binding on the Redeveloper
itself, each successor in interest to the Property, and
every part thereof, and each party in possession or
occupancy, respectively, only for such period as such
successor or party shall have title to, or an interest in or
possession or occupancy of, the Property or part thereof.
The terms wuses specified in the Redevelopment Planw and
Wland usew referring to provisions of the Redevelopment
Plan, or similar language in this Agreement, shall include
the Property and all buildings, and shall include all
requirements or restrictions of the Redevelopment Plan
pertaining to such Property.
8. Agency Rights to Enforce. In amplification, and
not in restriction of the provisions of the preceding
Section, it is intended and agreed that the Agency and its
successors and assigns shall be deemed beneficiaries of the
agreements and covenants provided in Sections 5 and 6
hereof, both for and in their or its own right, and also for
the purposes of protecting the interests of the community
and other parties, public or private, in whose favor or for
whose benefit such agreements and covenants have been
provided. Such agreements and covenants shall run in favor
of the Agency, for the entire period during which such
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agreements and covenants shall be in force and effect,
without regard to whether the Agency has at any time been,
remains, or becomes an owner of any land or interest therein
to, or in favor of which, such agreements and covenants
relate. The Agency shall have the right, in the event of
any breach of any such agreement or covenant, to exercise
all of the rights and remedies, and to maintain any actions
or suits at law or in equity or other proper proceedings to
enforce the curing of such breach of agreement or covenant,
to which it or any other beneficiaries or such agreement or
covenant may be entitled. Any leases made by the
Redeveloper covering the subject Property shall include all
applicable restrictions, covenants and conditions set forth
in Sections 5 and 6 of this Agreement. The Redeveloper and
the Agency agree to cooperate in enforcing such
restrictions, covenants and conditions.
9. Equal Employment Opportunity. The Redeveloper, for
itself and its successors and assigns, agrees that during
the construction of the improvements provided for in the
Agreement that
(a) The Redeveloper shall not discriminate
against any employee or applicant for employment because of
race, sex, marital status, color, creed, religion, physical
handicap, national origin or ancestry. The Redeveloper
shall take the necessary Affirmative Action to ensure that
applicants are employed and that employees are treated
during employment without regard to their race, sex, marital
status, color, creed, religion, physical handicap, national
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origin or ancestry. Such Affirmative Action shall include,
but not be limited to, the following: employment,
upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of payor other
forms of compensation, and selection for training, including
apprenticeship. The Redeveloper agrees to post in
conspicuous places, available to employees and applicants
for employment, notices to be provided by the Agency setting
forth the provisions of the nondiscrimination clause.
(b) The Redeveloper shall, in all solicitations
or advertisements for employees placed by or on behalf of
the Redeveloper, state that all qualified applicants will
receive consideration for employment without regard to race,
sex, marital status, color, creed, religion, physical
handicap, national origin or ancestry.
(c) The Redeveloper shall comply with all
applicable local, State and Federal laws and regulations.
(d) In the event of the Redeveloper's
noncompliance with the nondiscrimination clause of this
Section, or with any of said laws, rules or regulations, the
Agency may enforce such provision through court action by
any means available and appropriate, through injunction,
action for damages, or any combination of actions authorized
by law.
(e) The Redeveloper shall include the provisions
of subdivisions (a) through (c) of this Section in every
contract, and shall require the inclusion of these
provisions in every subcontract entered into by any of its
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contractors, unless exempted by the applicable laws, rules
or regulations and such provisions shall be binding upon
each such contractor, subcontractor, or vendor, as the case
may be. The Redeveloper shall take such action with respect
to any construction contract or subcontract, as the Agency
may direct, as a means of enforcing such provisions,
including sanctions for noncompliance; provided, however,
that in the event the Redeveloper becomes involved in, or is
threatened with, litigation with a subcontractor or vendor
as a result of such direction by the Agency, the Redeveloper
may require the Agency to enter into such litigation to
protect its interest.
10. Minimum and Prevailing Wage Rates for Laborers and
Mechanics and Penalty. All laborers and mechanics employed
upon the work covered by this contract shall be paid
unconditionally and not less often than once each week, and
without subsequent deduction or rebate on any account
(except such payroll deductions as are made mandatory by law
and such other payroll deductions as are permitted by the
applicable regulations issued by the Secretary of Labor,
United States Department of Labor, pursuant to the Anti-
Kickback Act, the full amounts due at the time of payment
computed at wage rates not less than those contained in the
wage determination decision of said Secretary of Labor, plus
all fringe benefits payable under any contract between an
employer and unions representing comparable trades in the
area, regardless of any contractual relationship which may
be alleged to exist between the Contractor or any
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subcontractor and such laborers and mechanics. Redeveloper
further agrees that this section shall inure to the benefit
of the Agency and all laborers and mechanics employed upon
the work covered by this contract as third party
beneficiaries and that the Agency or any aggrieved employee
may file an action in any court of competent jurisdiction
against the Redeveloper or any of its contractors or
subcontractors for the recovery of the difference between
the wage rates actually paid and the wage rates legally
required to be paid under the provisions of this section and
any applicable regulations, statutes and laws. Redeveloper
further agrees to pay reasonable attorney fees and court
costs if the Agency or employee prevails.
II. Prohibition Against Assignment and Transfer.
(a) Representations as to the Redevelopment.
The Redeveloper represents and agrees that its
acquisition of the Property, and its other undertakings
pursuant to this agreement, are and will be used, for the
purpose of redevelopment of the Property and not for
speculation in landholding. Construction of the
improvements is to be done by or for the Redeveloper. The
Redeveloper further recognizes the importance of the
redevelopment of the property to the general welfare and the
community; and that the qualifications and identity of the
Redeveloper are of particular concern to the community and
the Agency, and that Redeveloper has been selected from
several prospective Redevelopers based on its plans,
experience and expertise.
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(b) Prohibition against transfer of property and
Assignment of Agreement.
The Redeveloper convenants, represents and Agrees for
itself, and its successors and assigns, that it will not,
prior to the proper completion of the improvements, make or
create, or suffer to be made or created, any total or
partial sale, assignment, conveyance, or any trust or power,
or transfer in any other mode or form of, or with respect
to, this agreement or the Property, or any part thereof or
any interest therein, or any contract or agreement to do any
of the same, other than a lease, without the prior written
approval of the Agency; provided that, prior to the issuance
by the Agency of the certificate provided for in Section
4(a) hereof as to completion of construction of the
improvements on the Property, the Redeveloper may enter into
any agreement to sell, lease, or otherwise transfer, after
the issuance of such certificate, the Property or any part
thereof or interest therein, which agreement shall not
provide for payment of, or on account of, the purchase price
or rent for the Property, or the part thereof or the
interest therein to be so transferred, prior to the issuance
of such certificate. This provision shall not be deemed to
prevent encumbrance by way of security for, and only for (i)
the purpose of obtaining financing necessary to enable the
Redeveloper or any successor in interest to the Property, or
any part thereof, to perform its obligations with respect to
making the improvements under this Agreement, and (ii) any
other purposes authorized by this Agreement, nor shall it
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preclude sale or conveyance as to any individual parts or
parcels of the Property on which the improvements to be
constructed thereon have been completed, and which, by the
term of this Agreement, the Redeveloper is authorized to
conveyor lease as such improvements are completed.
(c) In determining whether Agency should consent to an
assignment or transfer prior to completion of the
improvements provided for herein, the Agency shall be
entitled to require, except as otherwise provided in this
Agreement, as conditions to any such approval, that
(I) Any proposed transferee shall have the
qualifications and financial responsibility, as determined
by the Agency, necessary and adequate to fulfill the
obligations undertaken in this Agreement by the Redeveloper
(or, in the event the transfer is of, or relates to, part of
the Property, such obligations to the extent that they
relate to such part.)
(2) Any proposed transferee, by instrument in
writing satisfactory to the Agency and in recordable form,
shall, for itself and its successors and assigns, expressly
assume all of the obligations of the Redeveloper under this
Agreement and agreed to be subject to all the conditions and
restrictions to which the Redeveloper is subject (or, in the
event the transfer is of, or relates to part of, the
Property, such obligations, conditions, and restrictions to
the extent that they relate to such part); provided that the
fact that any transferee of, or any other successor in
interest whatsoever to, the Property, or any part thereof,
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shall whatever the reason, not have assumed such obligations
or so agreed, shall not (unless and only to the extent
otherwise specifically provided in this Agreement or agreed
to in writing by the Agency) relieve or release such
transferee or successor of or from such obligations,
conditions, or restrictions, or deprive or limit the Agency
of, or with respect to, any rights or remedies or controls
with respect to the Property or the construction of the
improvements. It is the intent of this subsection, together
with other provisions of this Agreement, that (to the
fullest extent permitted by law and equity and excepting
only in the manner and to the extent specifically provided
otherwise in this Agreement) no transfer of, or change with
respect to, ownership in the Property or any part thereof,
or any interest therein, however consummated or occurring,
and whether voluntary or involuntary, shall operate legally
or practically, to deprive or limit the Agency of, or with
respect to, any rights or remedies or controls provided in,
or resulting from, this Agreement with respect to the
Property and the construction of the improvements that the
Agency would have had, had there been no such transfer or
change.
(3) There shall be submitted to the Agency for
review all instruments and other legal documents involved in
effecting transfer(including any "side letters"l, and if
approved by the Agency, its approval shall be indicated to
the Redeveloper in writing.
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(4) The consideration payable for the transfer by
the transferee, or on its behalf, shall not exceed an amount
representing the actual cost (including carrying charges) to
the Redeveloper of the Property (or allocable to the part
thereof or interest therein transferred) and the
improvements, if any, theretofore made thereon by it, it
being the intent of this provision to preclude assignment of
this agreement or transfer of the Property (or any parts
thereof other than those on which all improvements
contemplated have been completed and which Redeveloper is
entitled to a Certificate of Completion) for profit prior to
the completion of the improvements and to provide that, in
the event any such assignment or transfer is made (and is
not cancelled), the Agency shall be entitled to increase the
purchase price to the Redeveloper or its assigns by the
amount that the consideration payable for the assignment or
transfer is in excess of the amount that may be authorized
pursuant to this subdivision, and such consideration shall,
to the extent it is in excess of the amount so authorized,
belong to, and forthwith be paid to, the Agency.
(5) The Redeveloper and its transferee shall
comply with such other conditions as the Agency may find
desirable in order to achieve and comply with the purposes
of the Community Redevelopment Law; provided that, in the
absence of specific written agreement by the Agency to the
26 I contrary, no such transfer or approval by the Agency thereof
27 II shall be deemed to relieve the Redeveloper, or any other
28 party bound in any way by this Agreement or otherwise with
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respect to the construction of the improvements, from any of
its obligations with respect thereto.
(c) Redeveloper shall disclose its actual costs of
land to all prospective tenants for purposes of development
packages. Redeveloper shall not sell, transfer or lease
said land separate and distinct from a development package
as approved by the Redevelopment Agency.
12. Default.
(a) In the event of any default in, or breach of, this
Agreement by Redeveloper or any successor prior to the time
Agency has conveyed all of t~e subject property to
Redeveloper, the Agency may institute such proceedings as
may be necessary or desirable in its opinion to cure or
remedy such default or breach, including, but not limited
to, proceedings to compel specific performance and the right
to apply any funds paid theretofore to Agency to, and in
payment of, the damages suffered by it, or by the City (in
the form of loss of tax revenues from the Property, or the
anticipated improvements thereon, or otherwise) as a result
of the default or breach. Redeveloper shall lose its rights
to develop Phase II and/or Phase III if escrow as to any
such Phase is not closed within the time limit set for any
such Phase. Agency need not close escrow as to Phase II or
Phase III if Redeveloper is already in default as to any
earlier Phase.
(b) In the event that Agency has conveyed some part
but not all of the subject property to the Redeveloper, and
Redeveloper has failed to complete the construction time
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schedule for a Phase or Phases for which conveyance has been
made in full compliance with the terms of this agreement,
the Agency may declare the Redeveloper to be in default
under the provisions of this agreement.
(c) Agency agrees that Redeveloper may avoid such
default on a one-time basis by securing an extension in
advance of declaration of default in an extension is needed
despite Redeveloper'S best efforts to comply fully with the
time schedules imposed in this agreement. A one-time
extension shall be granted if requested prior to declaration
of default, by Redeveloper tendering to Agency a payment in
lieu of taxes at the rate of $4,000.00 per acre per year,
but such extension shall be valid for no more than three
months. If additional extensions are needed, Agency may, in
its discretion, approve such extensions on such terms as it
deems fit, the $4,000.00 per acre Rin lieu" fee not being
precedent for any such additional extension.
(d) Once a default has been declared by Agency,
Redeveloper will have the first option on a one-time basis
only to buy the remaining property at fair market value. If
Redeveloper desires to purchase such property at market
value and cure the default, the property shall be appraised
by an independent appraiser satisfactory to both Redeveloper
and Agency. If no agreement on an appraiser is reached,
each party shall nominate an appraiser, and the twp
appraisers so established shall select a third impartial
appraiser, and the value established by any two of them
shall prevail.
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(e) Once the appraised value has been established, the
Redeveloper may purchase the remaining property at that
value, and development time schedules shall be adjusted to
give the Redeveloper sufficient reasonable time to fulfill
its development commitment. This agreement shall remain in
full force and effect, eKcept that Redeveloper will have no
further right to cure a future default.
(f) The Agency shall have the right to reenter and
take possession of the Property and to terminate (and revest
in the Agency) the estate conveyed by the deed(s) to the
Redeveloper in the event that subsequent to conveyance of
the Property, or any part thereof, to the Redeveloper and
prior to completion of the improvements as certified by the
Agency if:
(1) The Redeveloper (or successor in interest)
shall fail to pay real estate taxes or assessments on the
Property or any part thereof when due, or shall place
thereon any encumbrance or lien not authorized by this
Agreement, or shall suffer any levy or attachment to be
made, or any materialmen's or mechanic's lien or any other
unauthorized encumbrance or lien to attach, and such taxes
or assessments shall not have been paid, or the encumbrance
or lien removed or discharged, or provision satisfactory to
the Agency made for such payment, removal or discharge,
within ten (10) days after written demand by the Agency so
to do; provided, however, the Redeveloper shall have the
right to contest, in good faith, by appropriate proceedings,
any such lien or encumbrance, and to substitute an
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appropriate bond in lieu of the payment,- removal, or
discharge or such lien or encumbrance; or
(2) Redeveloper transfers the Property, or any'
part thereof in violation of this Agreement.
It is the intent of this subsection, together with the
other provisions of this Agreement, that the conveyance of
the Property to the Redeveloper shall be made upon, and that
the Deed(s) shall contain a condition subsequent, to the
effect that, in the event of any default, failure,
violation, or other action or inaction by the Redeveloper
specified in the subsection (f), the Agency at its option
may declare a termination in favor of the Agency of the
title, and of all the rights and interest in the Property
conveyed by the Deed(s) to the Redeveloper.
(g) If the Agency records in the office of the County
Recorder of San Bernardino County a written Declaration of
Forfeiture referring to the Deed(s) by which the Property is
conveyed to the Redeveloper, then said Deed(s) and
conveyance is null and void, and all interest thereby
conveyed shall forthwith and without further notice to the
Redeveloper become forfeited and shall revert to the Agency;
provided, that such condition subsequent and any revesting
of title as a result thereof in the Agency shall always be
subject to and limited by, and shall not defeat, render
invalid, or limit in any way (i) the lien of any mortgage or
trust deed authorized by the Agreement and executed for the
purpose of obtaining funds to acquire and/or develop the
Property, and (ii) any rights or interests provided in this
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Agreement for the protection of the holders of such
mortgages or trust deeds, or (iii) any Certificate of
Completion which has released any part of portion of the
property from the continued effect of this Agreement.
(h) The Agency shall have the right to institute such
actions or proceedings as it may deem desirable for
effectuating the purposes of subsections (f) and (g)
including also the right to execute and record or file with
the County Recorder of San Bernardino County a written
declaration of the termination of all rights and title of
the Redeveloper, and (except for such individual parts or
parcels sold, and subject to such mortgages, liens and
leasehold interests as provided in subsection (a) of this
Section) its successors in interest and assigns, in the
Property and the revesting of title thereto in the Agency,
provided that any delay by the Agency in instituting or
prosecuting any such actions or proceedings or otherwise
asserting its rights under this Section 12 shall not operate
as a waiver of such rights or to deprive it of, or limit,
such rights in any way (it being the intent of this
provision that the Agency should not be constrained, so as
to avoid the risk of being deprived of, or limited in, the
exercise of the remedy provided in this Section because of
concepts of waiver, laches, or otherwise, to exercise such
remedy at a time when it may still hope otherwise to resolve
the problems created by the default involved), nor shall any
waiver in fact made by the Agency with respect to any
specific default by the Redeveloper under this Section be
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considered or treated as a waiver of the rights of the
Agency with respect to any other defaults by the Redeveloper
under this Section or with respect to the particular
default, except to the extent specifically waived.
(i) In the event that title to the Property shall
revest in the Agency in accordance with the provisions of
Subsections (f) and (g) of Section 12, the Agency shall,
pursuant to its responsibilities under the Community
Redevelopment Law, use its best efforts to resell the
Property (subject to such mortgage liens as provided in
Subsection (g) of this Section) as soon and in such manner
as the Agency shall find feasible and consistent with the
objectives of such law, and of the Redevelopment Plan as
hereafter amended from time to time, to a qualified and
responsible party or parties (as determined by the Agency)
who will assume the obligation of making or completing the
improvements or such other improvements in their stead as
shall be satisfactory to the Agency and in accordance with
the uses specified in the Redevelopment Plan, as hereafter
amended from time to time. Upon such resale of the
Property, the proceeds thereof shall be applied as follows:
First: To reimburse the Agency, on its own behalf or
on behalf of the City, for all costs and expenses incurred
by the Agency, including, but not limited to, real estate
broker commissions, if any, paid by the Agency, attorneys
fees and salaries of personnel, in connection with the sale
and recapture, management and resale of the Property (but
less any income derived by the Agency from the Property in
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connection with such management), all taxes and assessments
with respect to the Property (or, in the event the Property
is exempt from taxation or assessment on such charges during
the period of ownership thereof by the Agency, an amount
equal to such taxes and assessments, or charges (as
determined by proper assessing officials) as would have been
payable if the Property were not so exempt), and payments
made or necessary to be made to discharge any encumbrances
or liens existing on the Property at the time of revesting
of title thereto in the Agency or to discharge or prevent
from attaching or being made any subsequent emcumbrances or
liens due to obligations, defaults, or acts of the
Redeveloper, its successors or transferrees, and
expenditures made or obligations incurred with respect to
the making or completion of the improvements or any part
thereof on the Property; and any amounts otherwise owing the
Agency by the Redeveloper and its successors or
transferrees; such reimbursement shall include carrying
costs or interest at the rate Agency is then realizing on
its investment, covering the period of time from incurring
of expenses to reimbursement.
Second: To reimburse the Redeveloper, its successors
or transferees up to the amount equal to (i) the sum of the
purchase price paid by it for the Property and the cash
actually invested by it in making any of the improvements of
the Property and reasonable carrying charges less (ii) any
gains or income withdrawn or made by it from this Agreement
or the Property.
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Third: Any excess remaining shall be retained by the
Agency.
13 . Pefaul t by l!,genCySubseque.nt. _t.Q Conveyance. In'
the event that the Agency is unable to comply with each and
every condition hereinabove set forth, with the exception of
those conditions which are to be performed by the
Redeveloper, the Redeveloper and its successors and assigns
may initiate an action to compel the Agency to repurchase
the Property at the purchase price specified in Section 1
with interest, and, in addition, to compel the Agency to
reimburse the Redeveloper for any and all sums expended by
the Redeveloper for the undeveloped portions of the
Property. Loss of prospective profits shall not be
considered as to any breach under this section. Such action
to compel repurchase shall be the sole remedy available to
Redeveloper for breach by Agency of this agreement.
14. Cumulative Remedies: Waivers.
(a) The rights and remedies of the parties to this
agreement, shall be cumulative, and the exercise by either
party of anyone or more of such remedies shall not preclude
the exercise by it, at the same or different times, of any
other such remedies for the same default or breach or of any
of its remedies for any other default or breach by the other
party, except where remedies are specifically limited (e.g.,
Section 13). No waiver by either party with respect to the
performance, or manner, or time thereof, or any obligation
of the other party or any condition to its own obligation
under this agreement shall be considered a waiver of any
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rights of the party making the waiver with respect to the
particular obligation of the other party or condition to its
own obligation beyond those expressly waived and to the
extent thereof, or a waiver in any respect in regard to any
other rights of the party making the waiver or any other
obligations of the other party.
(b) The Redeveloper, for itself and its successors and
assigns, and all other persons who are or who shall become,
whether by express or implied assumption or otherwise,
liable upon, or subject to, any obligation or burden under
this agreement, hereby waives, to the fullest extent
permitted by law and equity, any and all claims or defenses
otherwise available on the ground of its (or their) being or
having become a person in the position of a surety, whether
real, personal, or otherwise, or whether by agreement or
operation of law, including, without limiting the generality
of the foregOing, any and all claims and defenses based upon
extension of time, indulgence, or modification of terms of
contract.
(c) In this agreement time is of the essence.
15. AQency Employees. Members. No member, official,
or employee of the Agency shall have any financial interest,
direct or indirect, in this agreement or the Property, nor
shall any such member, official, or employee participate in
any decision relating to this agreement or to the Property,
which affects his or her financial interests or the
interests of any corporation, partnership, or association in
hich he or is, directly or indirectly, interested. No
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member, official, or employee of the Agency shall be
personally liable to the Redeveloper or any successor in
interest in the event of any default or breach by the Agency
or for any amount which may become due to the Redeveloper or
successor or on any obligations under the terms of this
agreement.
16. Attorney's Fees. Redeveloper agrees if any action
is brought against Redeveloper for breach of any of the
covenants or conditions of this agreement to pay reasonable
attorney's fees and court costs if the Agency prevails.
17. Notice. Any notice to be given by either party to
the other shall be given by certified mail, return receipt
requested, postage prepaid, addressed as shown on their then
current letterheads.
18. Merger. None of the provisions of this agreement
are intended to or shall be merged by reason of any deed(sl
transferring title to the Property from the Agency to the
Redeveloper or any successor in interest, and any such
deed(sl shall not be deemed to affect or impair the
provisions and covenants of this agreement.
19. Ei~h~~o Modify. Terminate. Amend. This agreement
may be terminated, extended, modified or amended as to all
of the Property or any part thereof, for which a Certificate
of Compliance has not been issued, with the consent of the
Agency and all parties then having an interest in the
Property.
No such termination, extension, modification or
amendment shall be effective until a written instrument
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setting forth the terms of the same has been executed,
acknowledged and recorded in the Office of the Recorder of
San Bernardino, California.
20. ~rating Memoranda. It is recognized that the
redevelopment of the Project Area in accordance with the
Redevelopment Plan will require a close degree of
cooperation between the Agency, the Redeveloper and the City
of San Bernardino. It is further realized that experience
will demonstrate changes that will be required in the
improvements, maintenance and use of the Project Area and
that a certain degree of flexibility will be required; and
it is to preserve such flexibility that certain items have
been covered in this agreement in general terms only, with
the understanding that details are to be set forth in
"Operating Memoranda.- Each operating memorandum shall be
approved by the Agency and the Redeveloper and shall be
attached hereto as an addendum and become a part thereof and
may be changed and amended from time to time as necessary
with further approval by the parties.
21. Assistance from the City. It is recognized that
the Agency's performance of its covenants under this
agreement will require the cooperation and assistance of the
City. The Agency will use its best efforts to obtain such
cooperation and assistance so as not to delay or prevent its
performance under this agreement.
22. Validity Contingency. This agreement shall not
become effective for any purpose unless the original, duly
executed by the Redeveloper, is returned and received by the
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1
Agency within ten (10) days from the receipt thereof by the
Redeveloper.
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23. Execution. This agreement is executed in
counterparts, each of which shall be deemed to be an
4
5
original, and such counterparts shall constitute one and the
6
same instrument.
7
EXECUTED at
, California,
8
9
this
day of
, 1985.
AGENCY:
REDEVELOPER:
REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO
MILES & HALL PARTNERSHIP
By
By
Chairman
General Partner
By
By
Secretary
General Partner
Approved as to legal
form and adequacy:
AGENCY COUNSEL
BY_~~&#.'
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ACKHOWLBDGIlERTS
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22 II
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LIST OP ATTACHED EXHIBITS
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Exhibit "A" - Legal Description
Exhibit "B" - Grant Deed
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Exhibit "CO - Undertakings and Obligations of Agency
Exhibit -D- - Undertakings and Obligations of
Redeveloper
Exhibit -E- - General Design Data
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-31-
EXInBrr A - u:G,&.L IESCRIPl'ICl'l
'!be property covered by this Agreement is property located in the
City of San Bernardino, County of San Bernardino, and State of
California, described as follows:
Parcels One through Six, inclusive, Parcel Map No. 5480, according
to the map thereof recorded in Book 61 of Parcel Maps, pages 94-95,
official records of San Bernardino County, California.
,
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GRANT DEED
3 The REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO,
4 CALIFORNIA, a public corporation, hereinafter called the Grantor,
5 in consideration of the sum of
6
7
8 Dollars ($
9
), to be paid by
10 hereinafter called the Grantee, and in further consideration of
11 the covenants and conditions herein contained and to be kept and
12 performed by the Grantee, does hereby grant to the Grantee all
13 that real property situated within the
14 Project Area, in the City of San Bernardino,
15 County of San Bernardino, State of California, hereinafter called
16 the .Property., described as follows:
17 SEE EXHIBIT .A" ATTACHED HERETO.
18 The Grantee does hereby acknowledge receipt of a copy of the
19 Redevelopment Plan for the
20 approved by Ordinance No.
21 which Ordinance was adopted
proj ect Area,
of the City of San Bernardino,
, which is
22 hereinafter referred to as the "Redevelopment Plan", said
23 Redevelopment Plan containing as a part thereof that certain
24 I Declaration of Restrictions which became effective with said
25 Ordinance and which is hereinafter referred to as the
26 .Restrictions".
27
The Grantee, for i tsel f, its successors and assigns, does
28
. '
hereby covenant and agree with, and for the beneflt of, the:i
.~~~. ~~ "j .......,.,.W;..., "';;'.>--: ..~ II" IHi 11: -~'fi"f' tilL' . .-"~.l" ~." ,.
. ,.,.. ' ' '... .".. ,.".,-33-,., '. ..... ," " " " .,..,
. ~~. ~ -,:,~"...r ~"_,,,,~",,'~';I.lti."..~"I::':' .,... \,; ~:.;~.,. ~fj 1~~1i8": ~ ~ ,,~.~:~~~:~;:~..~ :'''~:.~r~~':~~i':..~... ./
"""",~'h
-
:, ".~~,:'''f\'.-.'':-C'':..:'
"*~~'
~. f,~:~_'.~',;;"'l~.~.
1 Grantor, its successors and assigns, as follows:
2
1.
Grantee, its successors and assigns, will hold, occupy
3 and use the aforesaid real property subject to and in accordance
4 with all the terms, conditions, limitations, restrictions,
5 requirements and covenants set forth in the Redevelopment Plan
6 and the Restrictions.
Said terms, conditions, limitations,
7 restrictions and covenants "running with the land" and shall be
8 bind i ng for the benefi t and in favor of, and be enforceable by,
9 the Grantor, its successors and assigns, the City of San
10 Bernardino, and any successor in interest to the Grantee of the
11 Property or any part thereof, and the owner of any other land in
12 the Project Area.
13
2.
(a) The Grantee herein covenants by and for himself,
14 his heirs, executors, administrators, and his successors and
15 assigns, and every successor in interest to the Property, or any
16 part thereof, and all persons claiming under or through them,
17 that the Grantee, and such successors and assigns, shall
18
19
20
21
22
(1 )
Devote the Property to, and only to and in
specified
in
accordance
wi th,
the
the
uses
Redevelopment Plan.
(2)
Not discriminate upon the basis of race, sex,
marital status, color, creed, religion, physical
23
national
origin,
handicap,
ancestry,
age
or
24
handicapped status in the sale, lease, sublease,
25
rental or transfer or in the use, occupancy, tenure or
26
enjoyment of the Property or any improvement erected
27
or to be erected thereon, or any part thereof, nor
28
shall the Grantee himself or any person claiming under
. 11..Fi. .'JiIlfI.:Jor~,P.,...:.:"t-1t1'1io:'VJI ..1Il...Mll:y...............'f.l'-.-
, ',' ,-34-.. ' , ' ,..,'" "
I..t......~.."'.~_..".~~~..#': ~_~.:..:v: ":. t::~-. ..~..ltIi""','.lfr: .;t.... :~.~~.;..~.-t..:-~, ...~"4~.;,.~.,.:\ ..::~-~~...{.:.:. ,.;"
'.
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1
2
3
or through him, establish or permit any such practice
or practices of discr imination or segregation wi th
reference to the selection, location, number, use or
4
5
occupancy of tenants, lessees, subtenants, sublessees,
or vendees of the property, or any part thereof.
6
(b)
The foregoing agreements and covenants, as set
7
forth in subdivision (a) of Section 2 of this Deed,
8
shall be covenants running with the land, and they
9
shall in any event, without regard to technical
10
classification or designation, legal or otherwise, and
11
12
except only as otherwise specifically provided in this
Deed by binding to the fullest extent permitted by law
and equity, for the benefit and in favor of, and be
13
14
enforceable by the Grantor, its successors and
15
assigns, the City of San Bernardino, California, and
16
any successor in interest to the Property or any part
17
thereof, and the owner of any other land (or of an
18
19
interest in such land) in the subject Project Area,
which is subject to the land use requirements and
20
21
22
23
restrictions of the assigns and every successor in
interest to the Property, or any part thereof or any
interest therein, and any party in possession or
occupancy of the Property or any part thereof.
It is
24
further intended and agreed that the agreement and
25
26
27
covenant provided in subsection (1) of subdivision (a)
of Section 2 of this Deed shall remain in effect for a
period of forty five (45) years from the date upon
which said Ordinance became effective, at which tim~
~., .'J. 1iI1I'f.'.r.i1_ :~. ...... ~ j r J ~M~~:'1J ".rJIIII. llh.".,-.-.rll-lil.LI/I',: " '...
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" '.', . ~...,.,.. ,.'.....", . ..... ..'l(ftIB!T""B- '
28
...................~"*.
..;,:~~d.~.._.~~:.'..~ ~..:.
1
2
3
4
5
6
such agreement and covenant shall terminate, and that
the agreement and covenant provided in subsection (2)
of subdivision (a) of Section 2 hereof shall remain in
effect without limitation as to time provided, that
such agreements and covenants shall be binding on the
Redeveloper itself, each successor in interest to the
7
Property, and every part t,hereof, and each party in
8
possession or occupancy, respect ively, only for such
9
period as such successor or party shall have title to,
10
11
12
or an interest in or possession or occupancy of, the
Property or part thereof. The term .uses specified in
the Redevelopment Plan" and .land use" referring to
13
provisions of the Redevelopment Plan, or similar
14
language, in the Agreement shall include the land and
15
16
all buildings, housing, and other requirements or
restrictions of the Redevelopment Plan pertaining to
17
such land.
18
3.
In amplification and not in restriction of, the
19
provisions of Section 2, hereof, it is intended and agreed that
20 the Grantor and its successors and assigns shall be deemed
21 beneficiaries of the agreements and covenants provided in said
22
Section 2 hereof, both for and in their or its own right and also
23
for the purposes of protecting the interests of the Ci ty and
24, other parties, public or private, in whose favor or for whOSe
25
benefit such agreements and covenants have been provided.
Such
26
agreements and covenants shall run in favor of the Grantor, for
27 the entire period during which such agreements and covenants
26
shall be in force and effect, without regard to whether the:t
'!"~a""" -......'.'. ~'iitl '*4(;'.~.... ........:...h~~ _'.~...*'''''''''':~, ........,."""..~....":
36 " ' .
':9' .H..... ._'~ .~~ .....~~ ........... ~..: .E.~ :-r."f~ .........:_.~:.-~.i~..'...:i~,......lt(!'f'...~ -.. .~~Jot .~)~ :'~./t- .",.r.~:.."":~'" ~:"
.~'. ........ ..... .~.."'!.. . ":' ..W't'YVTD-,a..... . ~...' .... ~ .
:~:M~"'~~
a.;.~';'~'~'.'L......~..,
1 Grantor has at any time been, remains, or is an owner of any land
2 or interest therein, or in favor of which, such agreements and
3 covenants relate. The Grantor shall have the right, in the event
4 of any breach of any such agreement or covenant, to exercise all
5 the rights and remedies, and to maintain any actions or suits at
6
law or in equity or other property proceedings to enforce the
7
curing of such breach of agreement or covenant, to which it o,r
8
any other beneficiaries of such agreement or covenant may be
9 entitled.
10
4.
In the event Grantee shall default in the performance
11 of Grantee's undertakings for the construction of certain
12
improvements on the aforesaid real property within the time and
13
in the manner set forth in that certain Disposition and Joint
14
Development Agreement between the Grantor and the Grantee, dated
15
16
17
19
,
and hereinafter referred to as the
,
-Agreement-; or if the Grantee shall fail to pay real estate
when
due;
taxes
shall
assessments
place
thereon
or
or
any
18 encumbrance or lien unauthorized by the Agreement, or shall
19
20
21
suffer any levy, lien, or attachment to be made, or there is in
violation of the Agreement, any transfer of the Property or any
part thereof, and
if, thereafter, Grantor shall record in the
22
office of the County Recorder of the County of San Bernardino,
23
State of California a written Declaration of Forfeiture referring
24
to this deed, then this deed and conveyance shall be null and
25
26
void and all interest hereby granted and conveyed shall forthwith
and without further notice to the Grantee, become forfeited and
27
shall revert to the Grantor; prov ided, however, that the breach I
of any such covenant and t~e f~rfe~t~re o~,~~ Gr~ntee'~ ~nter:::t5~ "
,,:.,,,..~.,.'; .......~::I1f.......-...;~.....~"...........,'.....~,... .1'....,..,~.~ t irlll, .
:, r. _ "':'~.~.~"\. ,....... ;'_. .J;..;.,.. :.a....:)..... '.. -..-].zi..~.~ .~\...t>-...:~: "'~n'~.\I-';.......'f\r."'",_" ~,'~" . ~
28
:--:~....,...., .~~~._=-..'.\.~.:",...
-"~'~-::":~.;;~;-k.,
1
in said real property by reason of such breach shall not in any
2 manner impair, defeat or render invalid the interest of any
3
4
5
mortgagee, trustee or beneficiary of any Deed of Trust executed
by Grantee to secure a loan for the purpose of obtaining funds to
acquire and/or develop all or part of the real property.
6
7
5.
(a)
Promptly after completion of the improvements in
accordance wi th the prov isions 0 f sa id Ag reement,
the Grantor
8 will furnish the Grantee with an appropriate instrument so
9
10
certifying.
Such certification by the Grantor shall be
(and it
shall be so provided in the certification itself), a conclusive
11 determination of satisfaction and termination of the agreements
12
13
14
and covenants in said Agreement and to Paragraph 4 of this Deed
with respect to the obligation of the Grantee, and its successors
assigns,
provided,
and
that
such
certification
and
such
15 determination shall not constitute evidence of compliance with,
16 or satisfactions of, any obligation of the Grantee to any holder
17
of a Trust Deed or mortgagee, or any insurer of a Trust Deed or
18
19
securing money loaned to finance the
improvements or
mortgage,
any part thereof.
20
(b)
The certification provided for in this Section
21
shall be in such form as will enable it to be recorded with the
22 County Recorder of San Bernardino County.
If the Grantor shall
23
refuse or fail to provide the certification in accordance with
24
the provisions of this Section, the Grantor shall within 90 days
25 after written request by the Grantee, provide the Grantee with a
26 written statement, indicating in adequate detail in what respects
27
the Grantee has failed to complete the improvements in accordance
28
with the provisions of said Agreement or is otherwise in default
.'JJ.iIWt;\.:;~~.:~;JIf.:;~j".,.~:.;;.;~.,...~:....".t.:'~ ~:'i .....~ 'f;~\,.,,~t.V-1t.' ~)tI'_~":'I~1~~..:;'.~~~"'~~:'C~'; ..,.,..\. "-~~.'~,},J_'~:.. "'
, . '., ',.' ',' . -38- " '" .',: .,.. . .....", .,.,.
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". ,....' ..' "" '" .' "'E;)CHIB IT Bit" ...," ",
..~....."';""'......,:.,:>.~
... .".: '.i~", -~~~ \
.... ," .... ~. ........
1 and what measures or acts it will be necessary in the opinion of
2 the Grantor, for the Grantee to take or perform in order to
3 obtain such certification.
4
6.
None of the provisions of said Agreement described in
5 Section 4 hereof, are intended to or shall be merged by reason of
6 this deed transferring title to the property from the Grantor to
7 the Grantee in interest, and such deed shall not be deemed to
8 affect or impair the provisions and covenants of said Agreement.
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
~, '
"4.
25
26
27
28
......'t'.' """'--.,...."......., ..'......", ,.....;,..,:-~-...~7......~..'."HO".,~ """::'.'''f',~,, ~i L ,...!"k'...' .).-' ~""":J -.
. ..-.-- '. .. .. ......"'" 39:...' '
'.~~1iol.~~.. ,7:~'.. ....-: ....~..~~;f'\r.I....~....~....;~I~.:.IIIII:~...::~~i.~.^:;...;. !#,~:~.~.i. /:....;: '+~;1<!'".':'~ ~~.:-".~.".'..i't~. ::~:
'... ,~ . -.... .,-:~. .. -..... .. ..... "':'ZAltY8'IT".~"'-' "... " .. '. -- '. " ..... - '..
1 IN WITNESS WHEREOF, the Grantor and the Grantee have
2 executed this Deed by their respective officers thereunto duly
3 qualified this
4
day of
, 19_.
5 GRANTOR
6
GRANTEE
7 REDEVELOPMENT AGENCY OF THE CITY
8 OF SAN BERNARDINO, CALIFORNIA
9
10.
11
12
CHAIRMAN
,
13
SECRETARY
14
15 APPROVED AS TO. LEGAL
FORM AND ADEQUACY
16
17
AGENCY Co.UNSEL
18
19
20.
21
22
23
24
25
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27
,.....'!".:, ~..:. <, .:::,..,.....,4. ~':..:...~...,,1<t(t: ..~.....~,.'"r:.~.~.~..4r..-::..~.~.iI.~..~~'~..~ ~;.l~.;.....~~.. :.:;I.....,~:-:....~ :..,....~ ;,;."j,&.;.,;,,~..~~:1li. . ~"'~i"'~.~' "
, -~a- ,. ' ..' .." .' .
;,,:-> ..::N:,:.'.~' '-I''-:.~''''~'!.,', ,~~,~.:ti!":"'~~ .....'t' i:';;-'j;!lR.f'eft~t...~..'-.i,';j~",,,:,,,,,,~.;,,:,,,,,,,:~~;;,,,,:.,,..}. fi.;: .: ':.
1
2
3
LEGAL DESCRIPTION
4 PARCEL
5 AS PER MAP RECORDED IN BOOK
OF PARCEL MAP
.
6 PAGE
OF PARCEL MAPS IN THE OFFICE OF THE COUNTY
7 RECORDER OF THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA.
8
9
10
11
12
13
14
15
16
17
EXHIBIT "A"
18
19
20
21
(TO EXHIBIT "B")
22
23
24
25
26
27
28 i
. ....: ~.V~. -.\ _..~"':'.'. .:.~...1...~"'..'M..'T" j..."{;:..;....~:;. ..,~...,.:............', ........,~.~...l:~~~.....:.I"!.....j".:..~...- .:-..........,.,y.\""'lI :.,..:..',.....,~, ' .""...>l.~..'~...~t:. .~.
' . , " " ' - -.41-"..:'" '.".. ,
~": .~..~1.-:.~}1It~~. " \~i" :.~:4S.....,;,::~:.,:...~,..:~4-.~' :,....::~ '~~,.i\:: ~.fritirmW.;.;..:~~~./~;..f-.:.~~1'r~~:JJ..~;.~..:.~~.,. ."~ .-.
10
11
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16
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21
22
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24
25
26
27
28
1
EXHIBIT .C.
2
UNDERTAKINGS AND OBLIGATIONS OF AGENCY
3
4
Agency agrees to:
5
1. Sell subject property to Redeveloper for $537,000
6
in two or more phases, as follows:
7
Phase 1: To cover site for Building B and the
8
area necessary for improvements to Cooley Court, to be
9
developed first, with Cooley Court improvements to be
completed prior to close of escrow on Phase 1. Price per
square foot shall apply to building A area and Cooley Court
area. Land involved is 9.6 acres, more or less, for
Building A and .3 acres, more or less, for Cooley Court
improvements.
Phase 2: To cover site for Building C at least,
with site for Building D at Redeveloper's option.
Phase 3: To cover site for Building D, if not
included in Phase 2; together with sites for Buildings A and
E.
Sites for Buildings A and E shall not be developed, or
escrow closed thereon, until construction has been completed
or satisfactory evidence is presented that construction will
be completed, on sites C and D.
2. The price of $537,000 is based on $1.25 per square
foot for the entire development. This price shall prevail
only in the event Phase 1 and Phase 2 are both completed in
a timely manner, and all undertakings of Redeveloper are
current at the time escrow closes on Phase 3. If Phase 2
-42-
fXHiGiT (;
l
1
2
3
4
5
6
7
8
9
10
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13
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16
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18
19
20
21
22
23
24
25
26
27
28
escrow is not closed on time, and no extension is obtained,
Redeveloper shall lose the right to purchase Phase 2 at this
rate. If Phase 3 escrow is not closed on time, or if a
prior phase has not been completed as provided for, the
Redeveloper shall lose the right to purchase Phase 3 at the
$1.25 per square foot rate.
3. Agency shall grant and reserve an easement for
ingress and egress in favor of all remaining parcels of land
across Cooley Drive, a private road, unless such easement is
granted or reserved in any applicable parcel map or other
appropriate recorded document.
4. Agency shall convey title to property in each
phase, in the specified order, upon Redeveloper providing to
Agency unconditional evidence of financing satisfactory to
Agency's Executive Director, and evidence Redeveloper has
applied for the appropriate building permit(s) accompanied
by all required working drawings.
5. Agency shall grant Redeveloper one extension of
three months for close of escrow or for completion of any
particular Phase if needed despite Redeveloper's best
efforts to comply, upon payment of a fee in lieu of taxes
based upon $4,000 per acre per year, but the granting of
such one-time extension shall not obligate Agency to grant,
nor provide precedent as to the bases for granting,
additional extensions. If a default occurs, or other
extension is sought, any and all penalty provisions shall be
negotiable. If escrow on Phase 2 or Phase 3 is not closed
on time, and no extension is granted, Agency may declare a
-43-
JJ(HIBIT C
.
16
17
18
19
20
21
22
23
24
25
26
27
28
II
1
default. Agency shall grant Redeveloper the first option to
purchase the remaining property after a default as a total
package, upon Redeveloper's offering to pay in cash the then
prevailing market value for the remainder of the property.
Such market value shall be established by an independent
'appraisal by an appraiser agreeable to both Redeveloper and
Agency. Such option shall expire 30 days after offered by
2
3
4
5
6
7
8
Agency.
6. Agency shall permit Redeveloper to close escrow on
Phases 2 and 3 earlier than the dates specified in the
Development schedule included in Exhibit -D- upon evidence
9
10
11
12
of financing satisfactory to Agency's Executive Director.
13
14
15
-44-
EXHIBIT C
I.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
EXHIBIT -D-
OBLIGATIONS AND UNDERTAKINGS OF REDEVELOPER
Redeveloper agrees to:
1. Purchase the property described in Exhibit "A" for
$537,000 upon the terms specified in Exhibit .C".
2. Develop the property in phases, to meet the
following development schedule, including building size and
estimated values as specified:
PHASE 1
2
3
CLOSE ESCROW
NOT LATER THAN: 6/1/85
2/28/86
2/28/87
START CONSTRUCTION
NOT LATER THAN: 10/31/85
3/31/86
3/31/87
COMPLETE
CONSTRUCTION
NOT LATER THAN: 6/30/86
10/31/86
7/31/87
BUILDING
SQUARE FOOTAGE 100,000
29,400
30,000
VALUE ON
COMPLETION $1,500,000
$520,000
$570,000
Failure to close escrow by the date scheduled, or
failure to meet any other time schedule, shall constitute a
default in that phase, and in all subsequent phases of this
agreement.
-45-
fXH1BIT 0
II
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
3. Upon execution of this agreement, post a security
deposit of $16,000 cash, letter of credit, or certificate of
deposit, to assure the commencement of construction of Phase
1 in a timely manner; interest on this deposit shall be
Redeveloper's property; this security deposit shall be
refundable to Redeveloper upon completion of the
improvements to Cooley Court; if such improvements are
completed prior to close of escrow on Phase 1, the deposit
may be credited to the purchase price of the land in Phase
1. If such improvements to Cooley Court are completed, no
security deposit shall be required for any other phase, the
Agency being satisfied that completion of improvements to
Cooley Court shall be sufficient security for further
performance. The security deposit shall be refundable for
the first 60 days, during which time Redeveloper may
withdraw from this Agreement without penalty, if soils are
found to be unsatisfactory or if preliminary engineering
approval is denied by the City of San Bernardino or
Redeveloper's professional engineer.
4. Redeveloper shall be entitled to an extension of
time as to any particular phase for start of construction if
the City of San Bernardino's Building and Safety Department
fails to issue a building permit within four months, where
such delay is caused by the City's workload, and not because
of any failure of Redeveloper.
5. Complete Cooley Court improvements before close of
escrow on Phase 1; Redeveloper shall have license from
Agency to go on the land before issuance of the deed, for
the purpose of making the improvements to Cooley Court.
-46-
fXhli"ll U
, ~
GENERAL DESIGN DATA
General Design Cr iter ia
In the preparation of any improvement plans, the following general design
data, without limitation, shall be followed, as minimums, unless governmental
specifications for such work establish higher standards:
A. Sewer drainage and utility lines, conduits or systems shall not be
constructed or maintained above the ground level of the Property unless
such installations are within approved enclosed structures, and shall conform
to, requirements of the City of San Bernardino or other applicable
governmental or private agency having jurisdiction of the work. Storm
drainage for all hard surfaced areas, including driveways, parking and
service areas, terraces, plazas, marquees, and roofs, shall be drained or may
be sheet flowed to storm sewers. No drainage shall flow across public
sidewalks. All non polluted waste water, such as waste air conditioning
water, shall be drained to the storm or sanitary drainage systems as
permitted by local codes.
-47-
. ... ," .', ',.... ,", ,.....t:... ~""._"I.--.-. ..,..";.,:".....,..~...'............"':"::,,.t.~_....z;;.ir..'t'!~~.:."'._\
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. "', ", EXHI~IT '~g", ' ".", . ' ' . ',' ,.' ',' .' ,: ,~:.,.,,~. "; ,
:~\~f:.~',,"":1!~".:':'~1i.i,;;r..~... ~~~~:.'~'~~;"''''.~~S;;;.~~).t'f~",.,i;'A~'~ \... '~~;~'~"":.t-~;,~\,,,,,,:~,"~'-.r:~.~..,~. r-'.",' ..'......I':.."t. .:. ~ .... _,., .f.
REDEVELOPII:NT AGENCY OF THE CITY OF SAN BERNARDINO - REQUEST FOR AGENDA ITEM ACTION
DEPARTMENT: REDEVELOP~NT AGENCY
FROM: GLENDA SAUL, EXECUTIVE DIRECTOR
SUBJECT:
APPRDVE A DISPOSITION AND JOINT
DEVELOP~NT AGREE~NT WITH MILES & HALL
PARTNERSHIP
DATE: JANUARV 25, 1985
SYNOPSIS OF PREVIOUS ClMIlSSION/COUNCIL ACTION:
10-15-84 Coomission granted a 60 day exclusive right to negotiate to Miles & Hall for the development of
9.9 acres of property in Southeast Industrial Park at Cooley & Tippecanoe.
12-17-84 30 day extension of Exclusive Right to Negotiate.
1-7-85 Approval in concept of Disposition and Joint Oevelopment Agreement with Miles & Hall Partnership.
Set Public Hearing for 2-4-85.
RECOIKNDED MOTI ON:
Open Publ ic Hearing,
Close Public Hearing.
CIlC
al Approve a Oisposition and Joint Development Agreement with Miles & Hall Partnership,
~YOR AND COMMON COUNCIL
bl
Adopt Resolution approving the sale of real property to Miles & Hall Partnership (Section 33433,
Health & Safety Code),
~~
'GLENDA SAUL
Executive Oirector
CONTACT PERSON: Glenda Saul
PHONE: ~
SUPPORTING DATA ATTACHED:
YES
lIARD :
FUNDING REQUIREMENTS:
AMOUNT ,
NIA
PROJECT:
SEIP
*NO ADVERSE IMPACT ON CITY:
COUNCIL NOTES:
AGENDA ITEM NO.*" \ \
DATE 2-4-85
652J
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO - REQUEST FOR AGENDA ITEM ACTION
STAFF REPORT
In October of 1984, the Commission granted a 60-day Exclusive Right to Negotiate to Miles & Hall
Partnership, during which time staff was to reach tentative agreement on the terms of a Disposition and
Joint Development. In December, 1984, the Exclusive Right to Negotiate was extended 30 days to allow for
further negotiations.
On January 7, 1985 the Commission approved in concept the following terms of the Agreement:
1. Sale price of the land shall be $1.25 per square foot, for a total cost of $537,000,00. Land
shall be taken down Qy the developer Qy three phases, each phase for its proportionate cost.
2. Phases shall be developed in the following manner:
II
ESTIMATED DEVELOPIUT
SQUARE FOOTAGE START COMPLETl ON VALUE
100,000 10/85 06186 $1,500,000
29,400 02/86 10/86 $ 520,000
30,000 02187 07/87 $ 570,000
159,400 $2,590,000
PHASE
III
The developer will deposit $16,000.00 with the Agency prior to the take-down for Phase I. This deposit
will be deducted from the purchase price for Phase I providing development proceeds, Also under the terms
of the Agreement, the Agency will grant a license to the developer for the construction of Cooley Court,
Upon transfer of title for Phase I to the developer, title to Cooley Court shall be transferred as well.
Access easements for the other parcels shall be recorded on Cooley Court.
In case of default on the remaining parcels, the Agency shall have the right of access over Cooley Court,
The cost of construction for Cooley Court is estimated at $50,000. This cost, coupled with the $16,000
cash deposit, exceeds the normal 10' down requirement of the Agency.
Title for the three phases shall not be transferred until the Agency has received evidence of construction
financing for the respective phases and evidence that the developer has applied for a building permit from
the City.
In the event that the developer is unable to meet the construction schedule for any phase, he may be
granted one (1) 90 day extension providing he pay an amount equal to the in-lieu taxes for that phase,
If the developer defaults in the agreement. he may cure default by paying an amount equal to the appraised
value of the land to be appraised at time of default.
Staff recommends approval of the attached Disposition and Joint Development with Miles & Hall Partnership,
652J
2-4-85
SUMMARY OF FINANCIAL ASPECTS
OF A PROPOSED SALE OF
REDEVELOPMENT AGENCY OWNED REAL PROPERTY
WITHIN THE SOUTHEAST INDUSTRIAL PARK PROJECT AREA
TO MILES & HALL PARTNERSHIP
It is proposed that the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
(wAgencyW) will sell to Hiles & Hall Partnership ("OfferorsW) that certain
parcel of land further identified as APN 28l-03l-57, located the southwest end
of Cooley Av., as set forth on the sap attached as Exhibit wBw.
Offerors wish to purchase the property from the Agency for the development of
commercial/industrial space. Since the real property to be sold has been
acquired through the use of tax monies, the following Financial Summary is
hereby submitted in accordance with Section 33433 of the California Health and
Safety Code.
l. Cost to Agency (Exhibit A)
a) Total Cost to Agency for acq.
Cost of Sale
$752,003.59
$537,000.00
$215,003.59
b) Sales Price to Offerors
2. The estimated value of the interest to be sold is $537,000.00
3. There is a net cost to the Agency of $2l5,003.59. Estimated value
of project - $2,590,000.00. Tax increment - $25,590.00. Agency's
cost will be repaid in 8.4 years.
4. A copy of the form of Disposition and Joint Development Agreement is
available upon request, and is referred to as Exhibit "CW to this
summary .
5. A Joint Public Hearing of the City of San Bernardino and the
Community Development Commission is scheduled for ll:OO a.m.,
February 4, 1985, in the Council Chambers, City Hall,
San Bernardino, CA.
,
~ ~"-f'
GLENDA SAUL
Executive Director
January 25, 1985
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